Business Context and Reporting Period
This Form 8-K is filed by Kindly MD, Inc. (trading symbol: NAKA), a Utah corporation, with a report date of September 29, 2025. The filing details significant corporate actions occurring on September 30, 2025, including the entry into a new material loan agreement, the termination of a prior convertible debenture, and changes to the Board of Directors.
Key Financial Metrics and Agreements
- New Debt Facility: Entered into a Term Loan Agreement with TwoPrime Lending Limited for a principal amount of $203,017,500.
- Interest Rate: The new loan bears interest at 8.5% per annum.
- Maturity: The loan matures on September 30, 2026.
- Collateral: Obligations are secured by Bitcoin or other digital assets.
- Debt Repayment: Repaid a Secured Convertible Debenture to Yorkville Advisors (YA II PN, Ltd.) in full with a cash payment of $203,000,000 (principal, interest, redemption premiums) plus $17,500 in fee reimbursements.
- Liquidity Impact: Proceeds from the new TwoPrime loan were used specifically to satisfy the obligations under the terminated Yorkville Debenture.
Material Changes Versus Prior Period
The filing reports a complete refinancing of a specific debt instrument. The company terminated its Secured Convertible Debenture with Yorkville Advisors, which was issued in May 2025, and replaced it with a term loan from TwoPrime Lending. This action alters the company's debt structure from a convertible debenture to a secured term loan backed by digital assets. Additionally, the Board of Directors composition changed with the resignation of Eric Weiss and the appointment of Mark Yusko as sole chair of the Governance Committee.
Guidance, Outlook, and Management Commentary
The company stated it entered the new agreement "as it continues to evaluate long term financing options." The filing notes that the resignation of Director Eric Weiss was not due to any disagreement with the company regarding operations, policies, or practices. No specific financial guidance or forward-looking revenue projections were provided in this filing. The filing includes a Regulation FD disclosure referencing a press release issued on October 3, 2025.
Investor Verification Checklist
- Verify the specific terms of the collateral agreement regarding the Bitcoin or digital assets securing the TwoPrime loan.
- Review the full text of the Loan Agreement (Exhibit 10.1) for affirmative and negative covenants and events of default.
- Confirm the impact of the 8.5% interest rate on future cash flow requirements compared to the previous debenture terms.
- Monitor the Board of Directors for the appointment of a new Class I director to fill the vacancy left by Eric Weiss.
- Check the press release (Exhibit 99.1) for any additional context on the company's long-term financing strategy.