kindly md inc美股招股说明书(2025-11-21版)

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 Quarterly Report on Form 10-Q which was filed with the Securitiesand Exchange Commission on November 19, 2025 (the “Quarterly Report”). Accordingly, we have attached the Quarterly Report tothis prospectus 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 sharesof common 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 byreference to the Prospectus except to the extent that the information in this prospectus supplement supersedes the informationcontained in the Prospectus. This prospectus supplement is not complete without, and may not be delivered or utilized except inconnection with, the Prospectus. If there is any inconsistency between the information in the Prospectus and this prospectussupplement, you should rely on the information in this prospectus supplement. Terms used in this prospectus supplement but notdefined herein shall have the meanings given to such terms in the Prospectus. Our common stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “NAKA” and our Tradeable Warrants arelisted under the symbol “NAKAW.” The last reported sale price of our common stock on Nasdaq on November 20, 2025 was $0.48per share and the last reported sale price of our Tradeable Warrants on Nasdaq on November 20, 2025 was $1.49 per warrant. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 20 of the Prospectus and inthe other 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 November 21, 2025.