8-K
Nakamoto Inc. (NAKA)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C.
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 15, 2024
KindlyMD, Inc.
(Exact name of registrant as specified in its charter)
| 001-42103 | 84-3829824 |
|---|---|
| (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> Number) |
| 5097 South 900 East, Suite 100, Salt Lake City, UT | 84117 |
| --- | --- |
| (Address<br> of Principal Executive Offices) | (Zip<br> Code) |
(385)388-8220
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
|---|---|---|
| Common<br> Stock, par value $0.001 per share | KDLY | The<br> Nasdaq Stock Market LLC |
| Tradeable<br> Warrants to purchase shares of Common Stock, par value $0.001 per share | KDLYW | The<br> Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item7.01 Regulation FD Disclosure
On October 15, 2024, Kindly MD, Inc. (the “Company”) issued a press release regarding the Stock Repurchase Program described in Item 8.01. A copy of the press release is attached hereto as Exhibit 99.1.
Exhibit 99.1 contains forward-looking statements. These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed in these forward-looking statements.
The information in this Item 8.01 are deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act. The information set forth in this Item 8.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
Item8.01 Other Events
StockRepurchase Program Approval
On October 15, 2024, the members of the Board of Directors of the Company approved the adoption of a Stock Repurchase Program through which the Company may purchase up to $500,000 worth of shares of its common stock from time to time, as market conditions warrant.
The Company’s repurchases may be made in the open market, in privately negotiated transactions, or otherwise in accordance with applicable securities laws and other requirements. The amount and timing of any repurchases will be determined at management’s discretion and depend on a variety of factors, including business, economic and market conditions, regulatory requirements, prevailing stock prices and other considerations. The share repurchase program has no time limit, does not obligate the Company to repurchase any dollar amount or number of shares of common stock, and may be amended, suspended or discontinued at any time.
The Company will engage a broker-dealer to effect this repurchase plan and will abide by the safe harbor requirements in Section 10b-18 of the Securities Exchange Act of 1934.
Item9.01 Exhibits.
| Exhibit<br> No. | Description |
|---|---|
| 99.1 | Press Release dated October 15, 2024 |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL Document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunder duly authorized.
| KINDLY MD, INC. | ||
|---|---|---|
| Dated:<br> October 15, 2024 | By: | /s/ Tim Pickett |
| Tim<br> Pickett | ||
| Chief<br> Executive Officer |
Exhibit99.1
KindlyMD™ Announces $500,000 Share Repurchase Program
SALTLAKE CITY, UT, October 15, 2024 — KindlyMD, Inc. (“KindlyMD” or the “Company”) (NASDAQ: KDLY), a patient-first healthcare and healthcare data company uniquely integrating traditional primary care and pain management strategies with integrated behavioral and alternative therapies, today announced its Board of Directors has authorized a stock repurchase program under which the Company may repurchase up to $500,000 worth of the Company’s common shares (“Shares”), from time-to-time, as market conditions warrant.
Tim Pickett, Chief Executive Officer, “Our stock buyback program demonstrates our confidence in KindlyMD’s current valuation, future growth opportunity and commitment to enhancing shareholder value.”
The Company’s proposed repurchases may be made in the open market, in privately negotiated transactions, or otherwise in accordance with applicable securities laws and other requirements. The amount and timing of any repurchases will be determined at management’s discretion and depend on a variety of factors, including business, economic and market conditions, regulatory requirements, prevailing stock prices and other considerations. The share repurchase program has no time limit, does not obligate the Company to repurchase any dollar amount or number of shares of common stock, and may be amended, suspended or discontinued at any time.
AboutKindlyMD
KindlyMD™ is a patient-first healthcare and healthcare data company uniquely integrating traditional primary care and pain management strategies with integrated behavioral and alternative therapies to offer patients comprehensive care and reduce the addiction and dependency of opioid use in the U.S. KindlyMD currently operates four centers, including the largest alternative pain treatment center in Utah. With a focus on holistic pain management through its specialty outpatient clinical services, including, where appropriate, the recommendation of medical cannabis by KindlyMD healthcare providers, KindlyMD is providing better patient health outcomes.
For more information, please visit www.kindlymd.com.
Forward-LookingStatements
This press release contains certain forward-looking statements that are based upon current expectations and involve certain risks and uncertainties within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements can be identified by the use of words such as “should,” “may,” “intends,” “anticipates,” “believes,” “estimates,” “projects,” “forecasts,” “expects,” “plans,” and “proposes.” These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. You are urged to carefully review and consider any cautionary statements and other disclosures, including the statements made under the heading “Risk Factors” in KindlyMD, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022. KindlyMD, Inc. does not undertake any duty to update any forward-looking statements except as may be required by law. The information which appears on our websites and our social media platforms, including, but not limited to, Instagram and Facebook, is not part of this press release.
InvestorRelations Contact:
Valter Pinto, Managing Director
KCSA Strategic Communications
(212) 896-1254
KindlyMD@KCSA.com