Kindly MD Inc.

10/07/2025 | Press release | Distributed by Public on 10/07/2025 15:24

Supplemental Prospectus (Form 424B3)

PROSPECTUS SUPPLEMENT Filed Pursuant to 424(b)(3)
To Prospectus dated May 6, 2025 Registration No. 333-274606

KINDLY MD, INC.

2,059,811 Shares of Common Stock Issuable Upon Exercise of Previously Issued Warrants

and

82,310 Shares of Common Stock

This prospectus supplement updates and supplements the information contained in the prospectus dated May 6, 2025 (as may be supplemented 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 and Exchange Commission on October 7, 2025 (the "Current Report"). Accordingly, we have attached the Current Report to this prospectus supplement.

The Prospectus and this prospectus supplement relate to the issuance by Kindly MD, Inc., a Utah corporation, of up to 2,059,811 shares of common stock underlying the tradeable warrants (the "Tradeable Warrants"), the non-tradeable warrants (the "Non-tradeable Warrants") 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 not selling 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 stock 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 the Prospectus (the "Selling Stockholders") of 82,310 shares of common stock. We will not receive any proceeds from the sale of shares of 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 by reference to the Prospectus except to the extent that the information in this prospectus supplement supersedes the information contained in the Prospectus. This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus. If there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement. Terms used in this prospectus supplement but not defined 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." The last reported sale price of our common stock on Nasdaq on October 7, 2025 was $1.02 per share. Our Tradeable Warrants, previously listed on Nasdaq under the symbol "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 the 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 the securities to be issued under the Prospectus or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is October 7, 2025.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 6, 2025

KINDLY MD, INC.

(Exact name of registrant as specified in its charter)

Utah 001-42103 84-3829824
(State or Other Jurisdiction
of Incorporation)
(Commission File Number) (IRS Employer
Identification No.)
5097 South 900 East, Suite 100, Salt Lake City, UT 84117
(Address of Principal Executive Offices) (Zip Code)

(385) 388-8220

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General 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:

Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered
Common Stock, par value $0.001 NAKA The Nasdaq Stock Market LLC
Tradeable Warrants to purchase shares of Common Stock, par value $0.001 per share NAKAW OTC Pink Market

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).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 - Entry into Material Agreement

Antalpha Loan Agreement

On October 6, 2025, Naka SPV 2, LLC (the "Company"), a Delaware limited liability company and wholly owned subsidiary of Kindly MD, Inc. ( "Kindly MD"), entered into a Master Loan Agreement, including a loan confirmation thereunder, with Antalpha Digital Pte. Ltd., a private company organized under the laws of Singapore ("Antalpha") (such Master Loan Agreement being referred to as, the "Antalpha Loan Agreement"). The Antalpha Loan Agreement contemplates Antalpha extending a term loan facility in an aggregate principal amount of 206,000,000 USDT (the "Antalpha Loan"), bearing interest at a rate of 7.0% per annum. The Antalpha Loan will be advanced in separate tranches over a period of up to five days to allow for the transfer of collateral from Company to Lender. The first tranche of indebtedness will be equal to an aggregate amount of up to 150,000,000 USDT.

The Antalpha Loan will mature thirty days after the date of the extension of the initial tranche. The Company has the option to extend the maturity date for an additional period of 30 days. Amounts advanced under the Antalpha Loan Agreement may not be prepaid during the initial thirty day period, however, should the Company elect to the extend the loan maturity date for an additional thirty days, the loan shall be prepayable without premium or penalty during such optional extension period. The obligations under the Antalpha Loan Agreement are secured solely by Bitcoin or other digital assets agreed to by the Company and Antalpha, and are subject to customary affirmative and negative covenants, loan-to-value requirements, representations and warranties, and events of default.

The Company intends to use the proceeds of the Antalpha Loan to satisfy its existing obligations in full under that certain Master Loan Agreement, dated as of September 30, 2025, between the Company and Two Prime Lending Limited, a limited company existing under the laws of the British Virgin Islands, and to pay for costs and expenses incurred in connection with the Antalpha Loan Agreement.

The foregoing summary of the Antalpha Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03 - Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth above in Item 1.01 of this Current Report with respect to the Antalpha Loan Agreement is hereby incorporated by reference into this Item 2.03.

Item 7.01 - Regulation FD Disclosure

On October 7, 2025, Kindly MD issued a press release announcing the Company's entry into the Antalpha Loan Agreement and, in connection therewith, its non-binding agreement to indicative terms with Antalpha for a potential issuance by the Company of up to $250,000,000 of secured convertible notes, subject in all respects to the negotiation and agreement of definitive documentation. A copy of the press release is attached as Exhibit 99.1 hereto.

The information in this Item 7.01 to this Current Report on Form 8-K, and in Exhibit 99.1, furnished herewith, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No. Description of Exhibit
10.1 Loan Agreement dated October 6, 2025 by and between Antalpha Digital Pte. Ltd. and Naka 2 SPV, LLC.
99.1 Press Release dated October 7, 2025.
104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunder duly authorized.

KINDLY MD, INC.
Dated: October 7, 2025 By: /s/ David Bailey
David Bailey
Chief Executive Officer

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