Business Context and Reporting Period
This Form 8-K is filed by Kindly MD, Inc. (now operating under the assumed name "Nakamoto") for the reporting period of May 20, 2025. The filing addresses a corporate name change and trading symbol update in connection with a pending merger agreement entered into on May 12, 2025, with Nakamoto Holdings Inc.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and branding changes rather than financial performance data.
Material Changes
- Corporate Name: On May 20, 2025, the company filed a Certificate of Assumed Name with the State of Utah, effective immediately, permitting operations under the name "Nakamoto" while retaining "Kindly MD, Inc."
- Trading Symbols: Effective May 23, 2025, the Nasdaq trading symbols changed from KDLY to NAKA for Common Stock and from KDLYW to NAKAW for Warrants.
- Merger Status: The Merger Agreement with Nakamoto Holdings Inc. has not yet closed; the merger is subject to conditions set forth in the agreement.
Guidance, Outlook, and Risks
The filing does not contain financial guidance, management commentary on future performance, or specific risk factors beyond the standard disclosure that the merger has not yet closed. The company notes that there are no changes to its capital structure, rights of security holders, or governing documents resulting from the ticker change.
Investor Verification Checklist
- Verify the new ticker symbols (NAKA and NAKAW) on trading platforms effective May 23, 2025.
- Confirm that CUSIP numbers remain unchanged despite the symbol update.
- Monitor the status of the Merger Agreement with Nakamoto Holdings Inc. for closing conditions and completion dates.
- Review the attached Press Release (Exhibit 99.1) for additional details on the rebranding strategy.