Kindly MD Inc美股招股说明书(2025-09-26版)

PROSPECTUS SUPPLEMENT NO. 1(To Prospectus dated September 12, 2025) KINDLY MD, INC. 357,158,501 Shares of Common Stock133,100,773 Shares of Common Stock Underlying Pre-Funded Warrants100,000,000 Shares of Common Stock Issuable Upon Conversion of Convertible Notes This prospectus supplement supplements the prospectus dated September 12, 2025, relating to the offer and resale by thesellingstockholders identified in this prospectus supplement(each,a“Selling Stockholder,”and collectively,the“SellingStockholders”) of up to an aggregate of 9,356,767 shares of Kindly MD, Inc. (the “Company”) common stock, par value $0.001 pershare (“Common Stock”). This prospectus supplement is being filed solely to update the list of Selling Stockholders to reflect the distribution ofshares of Common Stock (the “PIPE Shares”) previously issued to Nakamoto Feeder, a series of Allocations 2025 Master, LLC(“Nakamoto Feeder”), and Columbus Circle Digital I (“Columbus Digital”), to their underlying equityholders. No additionalsecurities are being registered by this prospectus supplement. The shares covered hereby were previously registered for resalepursuant to the registration statement referenced herein. You should read this prospectus supplement, together with the related prospectus and the additional information describedunder the headings “Incorporation of Certain Information by Reference” and “Where You Can Find More Information” carefullybefore you invest in any of our securities. Our Common Stock is listed with, and trades on, Nasdaq under the ticker symbol “NAKA.” Our tradeable warrants topurchase Common Stock are listed with, and quoted on, the OTC Pink marketplace under the ticker symbol “NAKAW.” This investment involves a high degree of risk. See “Risk Factors” on page 2 of the prospectus and any similar sectioncontained in the documents that are incorporated by reference therein. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. The date of this prospectus supplement is September 26, 2025. The following information is provided to update the Selling Stockholders table in the prospectus to reflect the distribution ofshares of Common Stock previously issued to Nakamoto Feeder and Columbus Digital to their respective underlying investors. SELLING STOCKHOLDERS The following information is provided as of September 25, 2025 to update the “Selling Shareholders” section of theProspectus to reflect the pro rata distribution by Nakamoto Feeder to its equityholders of 8,555,115 shares of Common Stock and thepro rata distribution by Columbus Digital to its equityholders of 1,318,750 shares of Common Stock, as reflected in the table set forthbelow. With respect to only the Selling Shareholders listed in the table below, the information set forth in the table below supersedesand replaces the information regarding such Selling Shareholders in the Prospectus. Information regarding each of the SellingShareholders listed in the table below is based on information provided by each of them as of the date of this prospectus supplement. Information about the Selling Shareholders, including those listed below, may change over time. Since the date of theProspectus, certain of the Selling Shareholders listed below have sold a portion of their shares of Common Stock registered thereunderand certain other Selling Shareholders may also have sold or otherwise transferred their shares of Common Stock registeredthereunder. This prospectus supplement does not provide any updates with respect to any Selling Shareholders not listed in the tablebelow. (1)Applicable percentage based on 413,603,091 shares of our Common Stock outstanding as of September 24, 2025. (2)Represents the amount of shares that will be held by each Selling Stockholder after completion of this offering based on theassumptions that (a) all Common Stock underlying the Convertible Notes registered for sale by the registration statement ofwhich this prospectus is part of will be sold and (b) no other shares of Common Stock are acquired or sold by such Selling Stockholder prior to completion of this offering. However, the Selling Stockholders may sell all, some or none of such sharesoffered pursuant to this prospectus and may sell other shares of Common Stock that they may own pursuant to anotherregistration statement under the Securities Act or sell some or all of their shares pursuant to an exemption from the registrationprovisions of the Securities Act, including under Rule 144. (3)Kevin Zhang, the ultimate control person of ABC Consulting LLC has voting and investment control of the shares held ABCConsulting LLC and may be deemed the beneficial owner of such shares. The address of ABC Consulting LLC is 300 SunnyIsles Blvd Unit 1201, Sunn