Business Context and Reporting Period
Company: Kindly MD, Inc. (Note: Input metadata referenced "Nakamoto Inc.", but the filing identifies the registrant as Kindly MD, Inc.)
Filing Type: Form 8-K (Current Report)
Date of Report: August 26, 2025
Reporting Period: Event date August 26, 2025
Business Context: The Company is an emerging growth company with common stock (NAKA) listed on The Nasdaq Stock Market LLC and tradeable warrants (NAKAW) on the OTC Pink Market.
Key Financial Metrics
This filing is a Current Report (Item 8.01) regarding a corporate event and does not contain periodic financial statements. Consequently, the filing text does not provide clear values for revenue, profit, cash flow, margins, debt, or liquidity.
Transaction Specifics:
- Aggregate Sales Price Cap: Up to $5,000,000,000 (5 billion) for the ATM Offering.
- Agent Commission: Up to 2.0% of gross proceeds from each sale.
- Stock Par Value: $0.0001 per share.
Material Changes
The primary material change reported is the execution of a Sales Agreement on August 26, 2025, establishing an "at-the-market" (ATM) equity offering program. This agreement authorizes the Company to sell shares of common stock through a syndicate of agents, including TD Securities, Cantor Fitzgerald, B. Riley Securities, and others, subject to market conditions and Company instructions.
Guidance, Outlook, and Risks
Management Commentary: The Company has no obligation to sell any shares under the agreement. Sales will be determined by the Company from time to time, with only one Agent utilized per day.
Contingencies and Risks:
- Market Dependency: Sales are subject to the Company's instructions and the Agents' normal trading practices.
- Dilution: The issuance of shares up to $5 billion in aggregate sales price may result in significant dilution to existing shareholders.
- Costs: The Company will incur commissions of up to 2.0% on gross proceeds.
Investor Verification Checklist
- Verify the exact number of shares authorized for sale under the $5 billion cap based on current market price.
- Review the full text of the Sales Agreement (Exhibit 1.2) for specific termination rights and indemnification clauses.
- Confirm the status of the Form S-3 Registration Statement (File No. 333-289868) referenced in the filing.
- Monitor future filings for actual sales volumes and proceeds generated under this ATM program.