# KindlyMD
Kindly MD, Inc. (KindlyMD) is a [Salt Lake City](https://www.edgepedia.org/salt-lake-city) healthcare and healthcare-data company focused on value-based, holistic pain management and reducing opioid use, founded in 2019 by Tim Pickett; since completing a merger with Nakamoto Holdings on August 14, 2025 it has also pursued a bitcoin treasury strategy and trades on Nasdaq under the ticker NAKA.[1](https://www.sec.gov/Archives/edgar/data/1946573/000121390025077579/ea0252980-8k_kindly.htm) • [2](https://www.sec.gov/Archives/edgar/data/1946573/000149315226013601/R10.htm) • [3](https://www.businesswire.com/news/home/20250511707064/en/David-Bailey-and-Bitcoin-Native-Holding-Company-Nakamoto-Announce-Merger-with-KindlyMD-to-Establish-Bitcoin-Treasury)
| Fact | Detail |
|---|---|
| Founded | December 2, 2019[2](https://www.sec.gov/Archives/edgar/data/1946573/000149315226013601/R10.htm) |
| Headquarters | 5097 South 900 East, Suite 100, Salt Lake City, UT 84117[4](https://www.sec.gov/Archives/edgar/data/1946573/000121390025063035/ea0245596-03.htm) |
| Founder and healthcare lead | Tim Pickett, founder, former CEO, and Chief Medical Officer[3](https://www.businesswire.com/news/home/20250511707064/en/David-Bailey-and-Bitcoin-Native-Holding-Company-Nakamoto-Announce-Merger-with-KindlyMD-to-Establish-Bitcoin-Treasury) • [11](https://www.nakamoto.com/updates/kindlymd-appoints-tim-pickett-as-chief-medical-officer) |
| IPO | June 3, 2024; 1,240,910 units at $5.50, Nasdaq symbols KDLY and KDLYW[2](https://www.sec.gov/Archives/edgar/data/1946573/000149315226013601/R10.htm) |
| Merger-related capital[10](https://nakamoto.com/updates/kindly-md-reports-financial-results-for-second-quarter-2025) | Approximately $761.5 million raised upon the closing of the merger with Nakamoto Holdings[5](https://www.nasdaq.com/press-release/kindly-md-reports-financial-results-second-quarter-2025-2025-08-06); $510 million PIPE at $1.12 per share plus $200 million in senior secured convertible notes maturing 2028[3](https://www.businesswire.com/news/home/20250511707064/en/David-Bailey-and-Bitcoin-Native-Holding-Company-Nakamoto-Announce-Merger-with-KindlyMD-to-Establish-Bitcoin-Treasury), and an additional $51.5 million PIPE financing[6](https://www.morningstar.com/news/business-wire/20250620361457/kindlymd-and-nakamoto-announce-an-additional-515-million-in-pipe-financing-to-support-bitcoin-treasury-efforts) |
| Nakamoto merger | Completed August 14, 2025; Nakamoto Holdings became a wholly owned subsidiary[1](https://www.sec.gov/Archives/edgar/data/1946573/000121390025077579/ea0252980-8k_kindly.htm) • [7](https://nakamoto.com/updates/kindlymd-completes-merger-with-nakamoto-to-establish-bitcoin-treasury) |
| Current name and ticker | Trades as NAKA on the Nasdaq Capital Market[7](https://nakamoto.com/updates/kindlymd-completes-merger-with-nakamoto-to-establish-bitcoin-treasury) |
## History and founding
The company, formerly known as KindlyMD, Inc., was formed on December 2, 2019.[2](https://www.sec.gov/Archives/edgar/data/1946573/000149315226013601/R10.htm)
KindlyMD became a public company on June 3, 2024, completing an initial public offering of 1,240,910 units at a public offering price of $5.50 per unit under the symbols KDLY and KDLYW.[2](https://www.sec.gov/Archives/edgar/data/1946573/000149315226013601/R10.htm)
## Business model and clinical approach
KindlyMD describes itself as a patient-first healthcare and healthcare-data company that redefines value-based care and patient-centered medical services. According to its information statement, it uses data analysis to deliver evidence-based, personalized solutions to reduce opioid use and provide algorithmic guidance on the use of alternative medicine.[4](https://www.sec.gov/Archives/edgar/data/1946573/000121390025063035/ea0245596-03.htm) The company's own merger-completion release describes an integrated model combining traditional primary care, pain management, behavioral health, and alternative therapies for whole-person care.[7](https://nakamoto.com/updates/kindlymd-completes-merger-with-nakamoto-to-establish-bitcoin-treasury)
Insurance reimbursements grew in 2025. KindlyMD earned $231,726 in reimbursements from insurance payers in the quarter ended June 30, 2025, a 153.1% increase from $91,553 in the same quarter of 2024.[5](https://www.nasdaq.com/press-release/kindly-md-reports-financial-results-second-quarter-2025-2025-08-06) [Total revenue](https://www.edgepedia.org/total-revenue) nonetheless declined: Q2 2025 revenue was $408,527, down 36.1% from $639,057 in Q2 2024.[5](https://www.nasdaq.com/press-release/kindly-md-reports-financial-results-second-quarter-2025-2025-08-06)
## Funding and the Nakamoto merger, by the numbers
On May 12, 2025, KindlyMD announced a definitive merger agreement with Nakamoto Holdings Inc., a bitcoin-native holding company founded by [David Bailey](https://www.edgepedia.org/david-bailey). The transaction as announced included $510 million in gross proceeds from a fully committed private placement in public equity (PIPE) priced at $1.12 per share, plus $200 million in gross proceeds from senior secured convertible notes maturing in 2028.[3](https://www.businesswire.com/news/home/20250511707064/en/David-Bailey-and-Bitcoin-Native-Holding-Company-Nakamoto-Announce-Merger-with-KindlyMD-to-Establish-Bitcoin-Treasury) The investor presentation set out the dilution arithmetic: a $510 million equity PIPE at $1.12 per share, before dilution from the $200 million convertible note carrying a $2.80 strike price, subject to a one-time reset at registration effectiveness with a floor of $2.00.[8](https://www.sec.gov/Archives/edgar/data/1946573/000121390025041722/ea024162001ex99-2_kindly.htm)
Holders of a majority of KindlyMD's outstanding common stock approved the merger by written consent delivered on May 18, 2025, announced May 20, 2025.[9](https://www.businesswire.com/news/home/20250520942272/en/KindlyMD-Shareholders-Approve-Proposed-Merger-with-Nakamoto-Holdings) On June 20, 2025 the companies announced an additional $51.5 million PIPE priced at $5.00 per share, which David Bailey, Founder and CEO of Nakamoto, said was raised in under 72 hours, bringing totals to approximately $563 million in PIPE financing and $763 million including convertible notes.[6](https://www.morningstar.com/news/business-wire/20250620361457/kindlymd-and-nakamoto-announce-an-additional-515-million-in-pipe-financing-to-support-bitcoin-treasury-efforts)
The merger closed on August 14, 2025, with Nakamoto Holdings surviving as a wholly owned subsidiary of Kindly. The PIPE financings that closed that day comprised 322,979,583 shares at $1.12 per share, 5,682,586 shares at $5.00 per share, and 133,800,773 pre-funded warrants, for gross proceeds of approximately $540.0 million, issued under Section 4(a)(2)/Regulation D exemptions. The proceeds were earmarked to fund the purchase of bitcoin and for general corporate purposes.[1](https://www.sec.gov/Archives/edgar/data/1946573/000121390025077579/ea0252980-8k_kindly.htm) • [7](https://nakamoto.com/updates/kindlymd-completes-merger-with-nakamoto-to-establish-bitcoin-treasury)
## Status and outcome
The combined company retained the KindlyMD name and trades on the Nasdaq Capital Market under the ticker NAKA. It operates a Bitcoin financial services line of business under the Nakamoto brand alongside KindlyMD's healthcare operations, which Tim Pickett continues to manage.[3](https://www.businesswire.com/news/home/20250511707064/en/David-Bailey-and-Bitcoin-Native-Holding-Company-Nakamoto-Announce-Merger-with-KindlyMD-to-Establish-Bitcoin-Treasury) • [7](https://nakamoto.com/updates/kindlymd-completes-merger-with-nakamoto-to-establish-bitcoin-treasury) The 10-K states that the company's shares began trading under the symbol NAKA, and its tradable warrants under NAKAW, on May 23, 2025, a date that precedes the August 14, 2025 merger closing; the press releases instead tie NAKA trading to the merger completion.
## Controversies and scrutiny
On August 14, 2025, Nasdaq notified Kindly that its warrants failed the 100-round-lot-holder requirement of Listing Rule 5515(a)(4). The warrants were removed from listing and registration on the Nasdaq Stock Market and quoted on the over-the-counter markets operated by [OTC Markets Group](https://www.edgepedia.org/otc-markets-group) as of August 15, 2025.[1](https://www.sec.gov/Archives/edgar/data/1946573/000121390025077579/ea0252980-8k_kindly.htm)
The capital structure created substantial dilution relative to the medical business's size. The closed PIPE alone issued more than 322 million shares at $1.12 plus 133.8 million pre-funded warrants, against quarterly healthcare revenue of roughly $0.4 million, and the convertible notes carried a reset provision that could lower the effective conversion price from $2.80 toward a $2.00 floor.[1](https://www.sec.gov/Archives/edgar/data/1946573/000121390025077579/ea0252980-8k_kindly.htm) • [8](https://www.sec.gov/Archives/edgar/data/1946573/000121390025041722/ea024162001ex99-2_kindly.htm) • [5](https://www.nasdaq.com/press-release/kindly-md-reports-financial-results-second-quarter-2025-2025-08-06) Reported totals for the merger-related capital also differ slightly: approximately $763 million including convertible notes in the June 20, 2025 release versus approximately $761.5 million in the Q2 2025 results release.[6](https://www.morningstar.com/news/business-wire/20250620361457/kindlymd-and-nakamoto-announce-an-additional-515-million-in-pipe-financing-to-support-bitcoin-treasury-efforts) • [5](https://www.nasdaq.com/press-release/kindly-md-reports-financial-results-second-quarter-2025-2025-08-06)
## References
1. Kindly MD, Inc. Form 8-K, Completion of Merger with Nakamoto Holdings (August 14, 2025). https://www.sec.gov/Archives/edgar/data/1946573/000121390025077579/ea0252980-8k_kindly.htm
2. Nakamoto Inc. (formerly KindlyMD) Form 10-K, Note 1, Organization and Nature of Business. https://www.sec.gov/Archives/edgar/data/1946573/000149315226013601/R10.htm
3. Business Wire, David Bailey and Nakamoto Announce Merger with KindlyMD to Establish Bitcoin Treasury (May 12, 2025). https://www.businesswire.com/news/home/20250511707064/en/David-Bailey-and-Bitcoin-Native-Holding-Company-Nakamoto-Announce-Merger-with-KindlyMD-to-Establish-Bitcoin-Treasury
4. Kindly MD, Inc. Information Statement. https://www.sec.gov/Archives/edgar/data/1946573/000121390025063035/ea0245596-03.htm
5. Kindly MD Reports Financial Results for Second Quarter 2025 (August 6, 2025). https://www.nasdaq.com/press-release/kindly-md-reports-financial-results-second-quarter-2025-2025-08-06
6. Business Wire via Morningstar, KindlyMD and Nakamoto Announce an Additional $51.5 Million in PIPE Financing (June 20, 2025). https://www.morningstar.com/news/business-wire/20250620361457/kindlymd-and-nakamoto-announce-an-additional-515-million-in-pipe-financing-to-support-bitcoin-treasury-efforts
7. Nakamoto/KindlyMD, Merger Completion Announcement (August 14, 2025). https://nakamoto.com/updates/kindlymd-completes-merger-with-nakamoto-to-establish-bitcoin-treasury
8. Kindly MD, Inc. Exhibit 99.2, Merger investor presentation. https://www.sec.gov/Archives/edgar/data/1946573/000121390025041722/ea024162001ex99-2_kindly.htm
9. Business Wire, KindlyMD Shareholders Approve Proposed Merger with Nakamoto Holdings (May 20, 2025). https://www.businesswire.com/news/home/20250520942272/en/KindlyMD-Shareholders-Approve-Proposed-Merger-with-Nakamoto-Holdings
10. Kindly md reports financial results for second quarter 2025 (nakamoto.com). https://nakamoto.com/updates/kindly-md-reports-financial-results-for-second-quarter-2025
11. KindlyMD Appoints Tim Pickett as Chief Medical Officer, https://www.nakamoto.com/updates/kindlymd-appoints-tim-pickett-as-chief-medical-officer
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*Initially written Sep 17, 2026 · Reviewed: Sep 30, 2026 · Edited: Sep 30, 2026; Oct 11, 2026; Oct 25, 2026 · Last review: Sep 30, 2026*
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