Kindly MD Inc美股招股说明书(2025-07-24版)

2,059,811Sharesof Common Stock Issuable Upon Exercise ofPreviouslyIssued Warrantsand82,310Sharesof Common Stock Thisprospectus supplement updates and supplements the information contained intheprospectus dated May6,2025(as may be supplemented or amended from time totime, the “Prospectus”), which forms part of our registration statement on FormS-1(File No.333-274606), as amended, with the information contained in our InformationStatementon Schedule14Cwhich was filed with the Securities and ExchangeCommissionon July22,2025(the“Information Statement”).Accordingly,we haveattached the Information Statement to this prospectus supplement. TheProspectus and this prospectus supplement relate to the issuance by KindlyMD,Inc.,a Utah corporation,of up to 2,059,811 shares of common stock underlyingthetradeable warrants(the“Tradeable Warrants”),the non-tradeable warrants(the“Non-tradeableWarrants”)andtherepresentative’swarrants(the“Representative’sWarrants” and,together with the Tradeable Warrants and the Non-tradeableWarrants,the“Warrants”)previously issued by us in our initial publicofferingthat closed on June3,2024.We are not selling any shares of our commonstockin this offering,and,as a result,we will not receive any proceeds from thesale of the common stock covered by this prospectus. All of the net proceeds from thesale of our common stock will go to the holders of the Warrants. Upon exercise of theWarrants,however,we will receive proceeds from the exercise of such Warrants ifexercised for cash. TheProspectus and the prospectus supplement also relate to the resale from timetotimebythesellingstockholdersnamedintheProspectus(the“SellingStockholders”)of 82,310 shares of common stock.We will not receive any proceedsfromthe sale of shares of common stock by the Selling Stockholders pursuant to theProspectus. Youshould read this prospectus supplement in conjunction with the Prospectus.Thisprospectus supplement is qualified by reference to the Prospectus except to theextentthat the information in this prospectus supplement supersedes the informationcontainedin the Prospectus.This prospectus supplement is not complete without,andmaynot be delivered or utilized except in connection with,the Prospectus.If thereisany inconsistency between the information in the Prospectus and this prospectussupplement,you should rely on the information in this prospectus supplement.Termsusedin this prospectus supplement but not defined herein shall have the meaningsgiven to such terms in the Prospectus. Ourcommon stock is listed on the Nasdaq Capital Market(“Nasdaq”)under thesymbol“NAKA” and our Tradeable Warrants are listed under the symbol“NAKAW.” Thelastreported sale price of our common stock on Nasdaq on July23,2025 was$11.56pershare and the last reported sale price of our Tradeable Warrants on Nasdaq onJuly23, 2025 was $8.15 per warrant. Investingin our securities involves a high degree of risk.See“RiskFactors”beginningonpage20oftheProspectusandintheotherdocumentsthat are incorporated by reference in the Prospectus. Neitherthe Securities and Exchange Commission nor any state securitiescommissionhas approved or disapproved of the securities to be issued undertheProspectusordeterminediftheProspectusorthisprospectussupplementis truthful or complete.Any representation to the contrary is acriminaloffense. Thedate of this prospectus supplement is July24,2025. UNITEDSTATESSECURITIESAND EXCHANGE COMMISSIONWashington,D.C.20549 InformationStatement Pursuant to Section14(c)oftheSecuritiesExchangeActof1934 Check the appropriate box: ☐Preliminary Information Statement☐Confidential,forUseoftheCommissionOnly(aspermittedbyRule14c-5(d)(2))☒Definitive Information Statement Kindly MD, Inc.(Nameof Registrant as Specified in its Charter) Payment of Filing Fee (Check all boxes that apply): ☐No fee required☒Fee paid previously with preliminary materials☐Feecomputed on table in exhibit required by Item25(b)ofSchedule14A(17CFR240.14a-101)per Item1of this Schedule and ExchangeActRules 14c-5(g)and 0-11. KindlyMD,Inc.5097South 900 East Suite 100SaltLake City,UT84117 NOTICEOF STOCKHOLDER ACTION BY WRITTEN CONSENTANDINFORMATION STATEMENT To the Stockholders of Kindly MD, Inc.: Thisnotice of written consent and accompanying information statement is beingfurnishedto the holders of the holders of record of the outstanding common stock,par value $0.001 per share (the “Company Common Stock”), of Kindly MD, Inc., a Utahcorporation(“KindlyMD”or the“Company”),as of the close of business onJune27,2025(the“Initial Record Date”),in connection with the Agreement andPlan of Merger, dated as of May12, 2025 (the “Merger Agreement”), by and among theCompany,the Company’s newly formed,wholly-owned subsidiary Kindly Holdco Corp.,aDelawarecorporation(“Merger Sub”),Nakamoto Holdings Inc.,a Delaware corporation(“MergerPartner”or“Nakamoto”),and Wade Rivers,LLC,a Wyoming limitedliabilitycompany(“Wade Rivers”),solely for the limited purposes set forththerein.Asummaryofthe