NAKA 8-K
Nakamoto Inc. (NAKA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
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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:
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Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
| The | ||||
| OTC Pink Market |
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.
Item 8.01 Other Events.
On September 15, 2025, Kindly MD, Inc., a Utah corporation (the “Company”) issued a notice of redemption (“Redemption Notice”) to the holder of its Secured Convertible Debenture, dated August 15, 2025 (the “Debenture”), in accordance with Section 2(a)(i) of the Debenture.
Pursuant to the Redemption Notice, on September 29, 2025 (the “Redemption Date”) the Company will redeem all amounts outstanding under the Debenture that have not been converted prior to or on the Redemption Date in cash equal to 100% of the outstanding principal amount of the Debenture, plus a 1.5% payment premium, with any such cash amounts delivered to the holder of the Debenture on September 30, 2025. If the holder of the Debenture does not elect to convert the Debenture, the total redemption amount plus 1.5% payment premium would be equal to $203,000,000. There will be no accrued or unpaid interest due and payable under the Debenture as of the Redemption Date.
A copy of the Debenture is attached hereto as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated into this Item 8.01 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibit | |
| 4.1 | Secured Convertible Debenture, dated August 15, 2025 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 15, 2025) | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
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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: September 16, 2025 | By: | /s/ David Bailey |
| David Bailey | ||
| Chief Executive Officer | ||
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