请看MD Inc美股招股说明书(2025-05-21版)

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. Exchange Commission on May 20, 2025 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus shares 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 ofcommon stock by the Selling Stockholders pursuant to the Prospectus. the information in this prospectus supplement. Terms used in this prospectus supplement but not defined herein shall have themeanings given to such terms in the Prospectus. share and the last reported sale price of our Tradeable Warrants on Nasdaq on May 20, 2025 was $8.00 per warrant.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. The date of this prospectus supplement is May 21, 2025. SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. FORM 8-K Kindly MD, Inc.(Exact name of registrant as specified in its charter) 5097 South 900 East, Suite 100, Salt Lake City, UT (Address of Principal Executive Offices) N/A (Former name or former address, if changed since last report) Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) registered pursuant to Section 12(b) of the Act: Trading Symbol(s)Name of Each Exchange on Which RegisteredCommon Stock, par value $0.001KDLYTradeable Warrants to purchase shares of CommonKDLYW Stock, par value $0.001 per share 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). Emerging growth company☒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.☐ Corporations Act and the Company’s Amended and Restated Articles of Incorporation and Amended and Restated Bylaws, to adoptand approve the following proposals (the “Shareholder Proposals”): (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 million, pursuant to (3)The Share Issuance Proposal- to approve and adopt the issuance of an aggregate of 477,678,286 shares of KindlyCommon Stock at a price per share of $1.12 per share of Kindly Common Stock, of which 22,321,143 shares of Kindly Common Stock will be issued to the stockholders of Nakamoto and 455,357,143 shares of Kindly Common Stock will beissued to the PIPE Subscribers to comply with both: (A) Section 5635(a) of The Nasdaq Stock Market’s Listing Rules(the “Nasdaq Rules”), which requires shareholder approval prior to the issuance of securities in connection with theacquisition of another company if such securities are not issued in a public offering and (i) have, or will have uponissuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of such issuance of the stock or securities (“Nasdaq Rule 5635(a)”); (B) Section 5635(b) of the Nasdaq Rules requiringshareholder approval prior to the issuance of securities when the issuance or potential issuance will result in a change ofcontrol of the issuer (“Nasdaq Rule 5635(b)”); and (C) Section 5635(d) of the Nasdaq Rules, which requires shareholderapproval for a transaction other than a public offering involving the sale, issuance or potential issuance by an issuer of 5635(d)”);(4)The Governance Proposal -to approve and adopt (A) the Second Amended and Restated Articles of Incorporation of Kindly Common Stock to 10,000,000,000, (ii) classify the board of directors of Kind