Business Context and Reporting Period
This Form 8-K filing by Kindly MD, Inc. (trading symbol: NAKA) reports on events occurring on December 17, 2025 (Annual Meeting) and December 18, 2025 (Share Repurchase Program approval). The company is an emerging growth company headquartered in Salt Lake City, Utah, with securities registered on The Nasdaq Stock Market LLC and the OTC Pink Market.
Key Financial Metrics
This filing is a current report regarding corporate governance and capital allocation; it does not provide revenue, profit, cash flow, margin, debt, or liquidity figures. The only financial metric disclosed is the authorization for a share repurchase program up to $10 million.
Material Changes and Corporate Actions
- Annual Meeting Results: On December 17, 2025, the company held its annual meeting. Approximately 60.84% of outstanding shares (262,599,301 of 431,653,091) were represented, establishing a quorum.
- Director Elections: Stockholders elected Perianne Boring and Greg Xethalis as Class I Directors for three-year terms.
- Corporate Conversion: Stockholders approved the conversion of the company from a Utah corporation to a Delaware corporation.
- Auditor Ratification: The appointment of Sadler, Gibb & Associates, LLC as the independent registered public accounting firm for the fiscal year ending December 31, 2025, was ratified.
- Share Repurchase Program: On December 18, 2025, the Board approved a program to repurchase up to $10 million of common stock. The company engaged TD Securities Inc. as a non-exclusive agent under a Rule 10b-18 plan, with a commission of $0.0075 per share.
Guidance, Outlook, and Risks
The filing does not contain forward-looking financial guidance or management commentary on operational outlook. Regarding the repurchase program, the company noted that the timing and amount of repurchases will vary based on available capital resources, financial performance, market conditions, and securities law limitations. The program does not obligate the company to repurchase any specific number of shares.
Investor Verification Checklist
- Verify the effective date of the corporate conversion from Utah to Delaware and any associated legal or tax implications.
- Monitor the execution of the $10 million share repurchase program via future 8-K filings or quarterly reports to assess actual buyback volume and pricing.
- Review the Definitive Proxy Statement (Schedule 14A) filed on November 3, 2025, for detailed background on the director nominees and auditor appointment.
- Confirm the company's liquidity position in the most recent 10-K or 10-Q to assess the capacity to fund the authorized repurchases.