请查阅MD Inc美股招股说明书（2025年5月21日版本）

KINDLY MD, INC. 2,059,811 Shares of Common Stock Issuable Upon Exercise of Previously Issued Warrantsand This prospectus supplement updates and supplements the information contained in the prospectus dated May 6, 2025 (as may besupplemented or amended from time to time, the “Prospectus”), which forms part of our registration statement on Form S-1 (File No.333-274606), as amended, with the information contained in our Current Report on Form 8-K which was filed with the Securities and The Prospectus and this prospectus supplement relate to the issuance by Kindly MD, Inc., a Utah corporation, of up to 2,059,811shares of common stock underlying the tradeable warrants (the “Tradeable Warrants”), the non-tradeable warrants (the “Non-tradeableWarrants”) and the representative’s warrants (the “Representative’s Warrants” and, together with the Tradeable Warrants and the Non-tradeable Warrants, the “Warrants”) previously issued by us in our initial public offering that closed on June 3, 2024. We are notselling any shares of our common stock in this offering, and, as a result, we will not receive any proceeds from the sale of the common The Prospectus and the prospectus supplement also relate to the resale from time to time by the selling stockholders named in theProspectus (the “Selling Stockholders”) of 82,310 shares of common stock. We will not receive any proceeds from the sale of shares of You should read this prospectus supplement in conjunction with the Prospectus. This prospectus supplement is qualified by referenceto the Prospectus except to the extent that the information in this prospectus supplement supersedes the information contained in theProspectus. This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, theProspectus. If there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on Our common stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “KDLY” and our Tradeable Warrants arelisted under the symbol “KDLYW.” The last reported sale price of our common stock on Nasdaq on May 20, 2025 was $15.22 per Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 10 of the Prospectus and in theother documents that are incorporated by reference in the Prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesecurities to be issued under the Prospectus or determined if the Prospectus or this prospectus supplement is truthful or The date of this prospectus supplement is May 21, 2025. UNITED STATESSECURITIES AND EXCHANGE COMMISSION FORM 8-K CURRENT REPORTPURSUANT TO SECTION 13 OR 15(d) OF Date of Report (Date of earliest event reported):May 18, 2025 Kindly MD, Inc. (Exact name of registrant as specified in its charter) N/A(Former name or former address, if changed since last report) ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) Securitiesregistered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Item 5.07 Submission of Matters to a Vote of Security Holders. As previously reported on May 12, 2025, Kindly MD Inc., a Utah corporation (“Kindly” or the “Company”) entered into anAgreement and Plan of Merger (the “Merger Agreement”) with Kindly Holdco Corp, a Delaware corporation and a direct, and whollyowned subsidiary of Kindly (“Merger Sub”), Nakamoto Holdings Inc., a Delaware corporation (“Nakamoto”), and Wade Rivers,LLC, a Wyoming limited liability company. Capitalized terms used in this Current Report on Form 8-K (“Current Report”) but not On May 18, 2025, the holders of a majority of the issued and outstanding shares of common stock, par value $0.001 per share, ofKindly (the “Kindly Common Stock”) as of May 18, 2025 (“Majority Shareholders”) delivered to the Company a writtenshareholder consent in connection with the Merger Agreement, in accordance with Section 16-10a-704 of the Utah Revised Business (1)The Merger Proposal- to approve and adopt the Merger Agreement and the transactions contemplated thereby, pursuantto which Merger Sub will merge with and into Nakamoto, with Nakamoto continuing as the surviving entity and a (2)The PIPE Proposal– to approve and adopt the subscription agreements (collectively, the “Subscription Agreements”)with certain investors (the “PIPE Subscribers”) in an aggregate amount of approximately $510.0 mill