Business Context and Reporting Period
This Form 8-K Current Report is filed by Kindly MD, Inc. (not Nakamoto Inc.) on December 8, 2025. The registrant is a Utah corporation with principal executive offices in Salt Lake City, UT. The report discloses significant changes to the executive leadership team, specifically the appointment of a new Chief Financial Officer (CFO) and Chief Accounting Officer (CAO).
Key Financial Metrics
This filing is a current report regarding personnel changes and does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The filing text does not provide a clear value for these items.
Material Changes
- Appointment of CFO: Teresa Gendron (age 56) was appointed Chief Financial Officer and Treasurer, effective December 8, 2025. She replaces Jared Barrera, who transitions to Senior Vice President of Finance.
- Appointment of CAO: John Dalton (age 43) was appointed Chief Accounting Officer and Controller, effective December 8, 2025.
- Compensation Structure:
- Teresa Gendron: Annual base salary of $450,000; target annual incentive of 150% of base; initial grant of performance-based restricted stock units (RSUs) valued at $1,000,000 vesting over four years.
- John Dalton: Annual base salary of $300,000; target annual incentive of 50% of base; initial grant of performance-based RSUs valued at $600,000 vesting over four years.
- Severance Provisions: Both executives are eligible for severance equal to six months of base salary if terminated without Cause or if they resign for Good Reason, along with partial acceleration of unvested equity awards.
Guidance, Outlook, and Risks
The filing includes a press release (Exhibit 99.1) containing forward-looking statements. The company notes that these statements involve risks, uncertainties, and assumptions that may not prove accurate, and actual results may differ materially. No specific financial guidance or outlook regarding future revenue or earnings is provided in this document.
Investor Verification Checklist
- Verify the exact terms of the employment agreements filed as Exhibit 10.1 (Gendron) and Exhibit 10.2 (Dalton) for specific performance metrics tied to equity vesting.
- Confirm the transition timeline and responsibilities of the outgoing CFO, Jared Barrera, in his new role as Senior Vice President of Finance.
- Review the press release (Exhibit 99.1) for any additional strategic context regarding the leadership changes.
- Note that the company is classified as an emerging growth company.