您的浏览器禁用了JavaScript(一种计算机语言,用以实现您与网页的交互),请解除该禁用,或者联系我们。[美股招股说明书]:请求数字媒体公司美股招股说明书(2025-10-06版) - 发现报告

请求数字媒体公司美股招股说明书(2025-10-06版)

2025-10-06美股招股说明书庄***
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请求数字媒体公司美股招股说明书(2025-10-06版)

Registration No. 333-274606 KINDLY MD, INC. 2,059,811 Shares of Common Stock Issuable Upon Exercise of Previously Issued Warrantsand82,310 Shares of Common Stock 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 andExchange Commission on October 3, 2025 (the “Current Report”). Accordingly, we have attached the Current Report to thisprospectus supplement. 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 commonstock covered by this prospectus. All of the net proceeds from the sale of our common stock will go to the holders of the Warrants.Upon exercise of the Warrants, however, we will receive proceeds from the exercise of such Warrants if exercised for cash. 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. 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 onthe 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. Our common stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “NAKA.” The last reported sale price of ourcommon stock on Nasdaq on October 3, 2025 was $1.13 per share. Our Tradeable Warrants, previously listed on Nasdaq under thesymbol “NAKAW,” have been delisted from Nasdaq and are now quoted on the OTC Pink marketplace under the symbol “NAKAW.” 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 orcomplete. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is October 3, 2025. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM8-K CURRENT REPORTPursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported):September 29, 2025 KINDLY MD, INC.(Exact name of registrant as specified in its charter) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrantunder any of the following provisions (seeGeneral Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered 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(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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