Proposed merger with Nakamoto Holdings expected to close on approximately August 11, 2025
During the quarter, Kindly MD made initial purchase of 21 BTC valued at $2.25 million as of June 30, 2025, with proceeds from warrants exercises
Cash and cash equivalents was $6.02 million as of June 30, 2025
SALT LAKE CITY, UTAH / ACCESS Newswire / August 5, 2025 / Kindly MD, Inc. (NASDAQ:NAKA) (“KindlyMD”), a leading provider of integrated healthcare services, today announced its financial results for the second quarter ended June 30, 2025.
Tim Pickett, Founder and CEO of KindlyMD, commented, “During the quarter we received approximately $9.2 million in proceeds from warrants exercises, which allowed us to make an initial purchase of 21 BTC valued at $2.25 million as of June 30, 2025. Our entire team, along with David Bailey and the Nakamoto team, are eagerly looking forward to the closing of our merger, which will accelerate our mission to acquire one million Bitcoin.”
Kindly MD and Nakamoto Operational Highlights
On May 12, 2025, Kindly MD entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Nakamoto Holdings, Inc. (“Nakamoto”) with plans post-closing to establish a Bitcoin treasury. To date, the Company has entered into subscription agreements totaling over $510 million in a private investment in public equity (the “PIPE financing”), a Convertible Debt Purchase Agreement with an aggregate principal amount of $200 million in convertible notes, and $51.5 million in an additional PIPE financing, raising a total of approximately $761.5 million upon the Closing of the Merger.
On May 18, 2025, holders of a majority of the outstanding common stock of KindlyMD delivered a written consent approving the Merger Agreement and related transactions with Nakamoto.
Subsequent to the quarter, on July 22, 2025, KindlyMD and Nakamoto announced the filing of the definitive information statement in connection with the proposed Merger with the U.S. Securities and Exchange Commission (“SEC”). KindlyMD and Nakamoto expect to close the transaction on or around August 11, 2025, subject to other customary closing conditions.
Kindly MD Financial Highlights for the Second Quarter Ending June 30, 2025
Kindly MD earned $231,726 in reimbursements from insurance payers during the three months ended June 30, 2025, representing a 153.1% increase compared to the $91,553 earned during the three months ended June 30, 2024.
Revenues decreased by $230,530, or 36.1%, to $408,527 for the three months ended June 30, 2025, from $639,057 for the three months ended June 30, 2024. The decrease in revenues is primarily attributed to a decrease in cash-pay patient care service pricing and the closing of our Bountiful location.
Net loss was $2,413,787 for the three months ended June 30, 2025, compared to a net loss of $1,319,653 for the three months ended June 30, 2024.
Net cash used in investing activities was $2,521,108 for the second quarter ended June 30, 2025, which was the result of the purchase of digital assets of $2,289,585 and an increase in capitalized software additions of $231,523. Net cash provided by financing activities was $9,048,390 for the second quarter ended June 30, 2025, which was primarily due to $9,216,420 in proceeds from the exercise of warrants.
As a result of these cash flow activities, net cash increased by $3,750,980, or 165.0%, from $2,273,624 as of December 31, 2024, to $6,024,604 as of June 30, 2025.
About KindlyMD
KindlyMD® is a patient-first healthcare company integrating traditional primary care, pain management, behavioral health, and alternative therapies to provide comprehensive, whole-person care. In May 2025, KindlyMD announced a definitive merger agreement with Nakamoto Holdings, a Bitcoin-native holding company, to establish a publicly traded Bitcoin treasury vehicle. This strategic partnership aims to combine KindlyMD’s healthcare expertise with Nakamoto’s vision of integrating Bitcoin into global capital markets, creating a diversified entity focused on both healthcare innovation and Bitcoin treasury management.
Its specialty outpatient clinical services are reimbursed by Medicare, Medicaid, and commercial insurance contracts as well as offered on a fee-for-service basis. For more information, please visit http://www.kindlymd.com.
About Nakamoto
Nakamoto is a Bitcoin treasury company building a global portfolio of Bitcoin-native companies. Nakamoto plans to establish the first publicly traded conglomerate of Bitcoin companies by accumulating Bitcoin in its treasury and by leveraging its treasury to acquire and develop an ecosystem of Bitcoin companies across finance, media, advisory and more. The company aims to provide commercial and financial infrastructure for the next generation of capital markets. For more information, please visit nakamoto.com.
Forward-Looking Statements
All statements, other than statements of historical fact, included in this release that address activities, events or developments that Kindly MD or Nakamoto expects, believes or anticipates will or may occur in the future are forward-looking statements. Words such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “potential,” “create,” “intend,” “could,” “would,” “may,” “plan,” “will,” “guidance,” “look,” “goal,” “future,” “build,” “focus,” “continue,” “strive,” “allow” or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements include, but are not limited to, statements regarding the proposed merger and related transactions, (collectively, the “Transactions”) the expected closing of the proposed Transactions and the timing thereof and as adjusted descriptions of the post-transaction company and its operations, strategies and plans, integration, debt levels and leverage ratio, capital expenditures, cash flows and anticipated uses thereof, synergies, opportunities and anticipated future performance, including the management team and board of directors of the combined company and expected use of proceeds from the Transactions, and any post-closing transactions contemplated between the combined company and BTC Inc (and/or UTXO, LLC through BTC Inc). Information adjusted for the proposed Transactions should not be considered a forecast of future results. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this release. These include the risk that Kindly MD and Nakamoto businesses (which may include the businesses of BTC Inc and/or UTXO in the future, as applicable) will not be integrated successfully and the risk that Kindly MD or the applicable governing bodies of BTC Inc and/or UTXO may not pursue or approve the terms of an acquisition of BTC Inc and/or UTXO; the risk that cost savings, synergies and growth from the proposed transaction may not be fully realized or may take longer to realize than expected; the possibility that shareholders of Kindly MD may not approve the issuance of new shares of Kindly MD common stock in the Transactions or that shareholders of Kindly MD may not approve the Transactions; the risk that a condition to closing of the Transactions may not be satisfied, that either party may terminate the merger agreement, the subscription agreements of the convertible debt purchase agreement or that the closing of the Transactions might be delayed or not occur at all; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the Transactions; the parties do not receive regulatory approval of the Transactions; the occurrence of any other event, change, or other circumstances that could give rise to the termination of the merger agreement relating to the Transactions; the risk that changes in Kindly MD’s capital structure and governance could have adverse effects on the market value of its securities; the ability of Kindly MD and Nakamoto to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on Kindly MD and Nakamoto’s operating results and business generally; the risk the Transactions could distract management from ongoing business operations or cause Kindly MD and/or Nakamoto to incur substantial costs; the risk that Kindly MD may be unable to reduce expenses or access financing or liquidity; the impact of any related economic downturn; the risk of changes in governmental regulations or enforcement practices; and other important factors that could cause actual results to differ materially from those projected. All such factors are difficult to predict and are beyond Kindly MD’s and Nakamoto’s control, including those detailed in Kindly MD’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and such other documents of Kindly MD filed, or to be filed, with the SEC that are or will be available on Kindly MD’s website at http://www.kindlymd.com and on the website of the SEC at http://www.sec.gov. All forward-looking statements are based on assumptions that Kindly MD and Nakamoto believe to be reasonable but that may not prove to be accurate. Any forward-looking statement speaks only as of the date on which such statement is made, and neither Kindly MD or Nakamoto undertakes any obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.
Media Contacts
Valter Pinto, Managing Director
KCSA Strategic Communications
(212) 896-1254
[email protected]
KINDLY MD, INC.
CONDENSED BALANCE SHEETS
June 30, 2025 | December 31, 2024 | |||||||
(Unaudited) | ||||||||
ASSETS | ||||||||
Current Assets | ||||||||
Cash and cash equivalents | $ | 6,024,604 | $ | 2,273,624 | ||||
Accounts receivable, net | 7,472 | 36,850 | ||||||
Inventories, net | 1,078 | 4,300 | ||||||
Prepaid expenses and other current assets | 339,100 | 190,878 | ||||||
Total Current Assets | 6,372,254 | 2,505,652 | ||||||
Digital assets | 2,250,566 | – | ||||||
Property and equipment, net | 84,058 | 122,955 | ||||||
Capitalized software | 619,861 | 388,338 | ||||||
Operating lease right-of-use assets | 545,422 | 641,651 | ||||||
Security deposits | 18,121 | 19,396 | ||||||
TOTAL ASSETS | $ | 9,890,282 | $ | 3,677,992 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current Liabilities | ||||||||
Accounts payable and accrued expenses | $ | 364,201 | $ | 323,725 | ||||
Customer deposits | 175 | 2,275 | ||||||
Current portion of operating lease liabilities | 126,040 | 138,743 | ||||||
Current portion of finance lease liabilities | – | 2,030 | ||||||
Current portion of notes payable, net | – | 139,277 | ||||||
Total Current Liabilities | 490,416 | 606,050 | ||||||
Operating lease liabilities, net of current portion | 432,978 | 496,017 | ||||||
Finance lease liabilities, net of current portion | – | 7,615 | ||||||
TOTAL LIABILITIES | 923,394 | 1,109,682 | ||||||
Stockholders’ Equity | ||||||||
Preferred Stock, $0.001 par value, 10,000,000 shares authorized; none issued and outstanding as of June 30, 2025 and December 31, 2024 | – | – | ||||||
Common stock, $0.001 par value, 100,000,000 shares authorized; 7,576,321 shares issued and outstanding as of June 30, 2025 and 6,050,148 shares issued and 6,029,648 shares outstanding as of December 31, 2024 | 7,576 | 6,050 | ||||||
Treasury stock, at cost; 0 and 20,500 shares as of June 30, 2025 and December 31, 2024, respectively | – | (22,145 | ) | |||||
Additional paid-in capital | 20,186,811 | 10,360,106 | ||||||
Accumulated deficit | (11,227,499 | ) | (7,775,701 | ) | ||||
TOTAL STOCKHOLDERS’ EQUITY | 8,966,888 | 2,568,310 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 9,890,282 | $ | 3,677,992 | ||||
KINDLY MD, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
2025 | 2024 | 2025 | 2024 | |||||||||||||
For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
2025 | 2024 | 2025 | 2024 | |||||||||||||
Net revenues | $ | 408,527 | $ | 639,057 | $ | 988,182 | $ | 1,468,086 | ||||||||
Operating Expenses | ||||||||||||||||
Cost of revenues | 7,552 | 61,947 | 15,466 | 69,691 | ||||||||||||
Salaries and wages | 1,656,288 | 802,287 | 2,659,465 | 1,510,253 | ||||||||||||
General and administrative | 1,121,482 | 443,969 | 1,713,919 | 734,097 | ||||||||||||
Research and development | 4 | 342,314 | 101 | 377,731 | ||||||||||||
Depreciation | 14,692 | 25,733 | 32,463 | 50,634 | ||||||||||||
Total Operating Expenses | 2,800,018 | 1,676,250 | 4,421,414 | 2,742,406 | ||||||||||||
LOSS FROM OPERATIONS | (2,391,491 | ) | (1,037,193 | ) | (3,433,232 | ) | (1,274,320 | ) | ||||||||
Other Income (Expense) | ||||||||||||||||
Other income | 26,825 | 13,828 | 36,885 | 25,868 | ||||||||||||
Interest expense | (3,668 | ) | (318,450 | ) | (9,998 | ) | (375,689 | ) | ||||||||
Unrealized loss on digital assets | (39,019 | ) | – | (39,019 | ) | – | ||||||||||
Loss on disposal of property and equipment | (6,434 | ) | – | (6,434 | ) | – | ||||||||||
Loss on extinguishment of debt | – | (38,889 | ) | – | (38,889 | ) | ||||||||||
Gain on change in fair value of derivative liabilities | – | 61,051 | – | 61,051 | ||||||||||||
Total Other Expense | (22,296 | ) | (282,460 | ) | (18,566 | ) | (327,659 | ) | ||||||||
NET LOSS BEFORE INCOME TAXES | (2,413,787 | ) | (1,319,653 | ) | (3,451,798 | ) | (1,601,979 | ) | ||||||||
Provision for income taxes | – | – | – | – | ||||||||||||
NET LOSS | $ | (2,413,787 | ) | $ | (1,319,653 | ) | $ | (3,451,798 | ) | $ | (1,601,979 | ) | ||||
LOSS PER COMMON SHARE – BASIC AND DILUTED | $ | (0.35 | ) | $ | (0.26 | ) | $ | (0.54 | ) | $ | (0.33 | ) | ||||
WEIGHTED-AVERAGE NUMBER OF SHARES OUTSTANDING – BASIC AND DILUTED | 6,817,584 | 5,009,956 | 6,421,263 | 4,813,877 | ||||||||||||
KINDLY MD, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
2025 | 2024 | |||||||
For the Six Months Ended June 30, | ||||||||
2025 | 2024 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
Net loss | $ | (3,451,798 | ) | $ | (1,601,979 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Stock-based compensation | 575,350 | 15,500 | ||||||
Issuance of common stock for compensation | 45,760 | – | ||||||
Issuance of common stock for services | 22,403 | – | ||||||
Depreciation expense | 32,463 | 50,634 | ||||||
Bad debt expense | 8,948 | – | ||||||
Unrealized loss on digital assets | 39,019 | – | ||||||
Loss on disposal of property and equipment | 6,434 | – | ||||||
Loss on extinguishment of debt | – | 38,889 | ||||||
Gain on change in fair value of derivative liabilities | – | (61,051 | ) | |||||
Amortization of debt discounts | 9,551 | 357,439 | ||||||
Amortization of right-of-use assets | 96,229 | 51,529 | ||||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable | 20,430 | 22,819 | ||||||
Inventories | 3,222 | 59,377 | ||||||
Prepaid expenses and other current assets | (148,222 | ) | (305,430 | ) | ||||
Security deposits | 1,275 | – | ||||||
Accounts payable and accrued expenses | 40,476 | 298,939 | ||||||
Customer deposits | (2,100 | ) | 725 | |||||
Operating lease liabilities | (75,742 | ) | (54,367 | ) | ||||
Net cash used in operating activities | (2,776,302 | ) | (1,126,976 | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
Purchases of digital assets | (2,289,585 | ) | – | |||||
Purchases of property and equipment | – | (11,182 | ) | |||||
Capitalized software additions | (231,523 | ) | – | |||||
Net cash used in investing activities | (2,521,108 | ) | (11,182 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
Net proceeds from issuance of notes payable | – | 45,000 | ||||||
Net proceeds from issuance of common stock and warrants in connection with a public offering | – | 5,860,650 | ||||||
Proceeds from exercise of warrants | 9,216,420 | – | ||||||
Repurchase of treasury stock | (9,557 | ) | – | |||||
Repayments of notes payable | (148,828 | ) | (552,655 | ) | ||||
Repayments of finance lease liabilities | (9,645 | ) | (331 | ) | ||||
Net cash provided by financing activities | 9,048,390 | 5,352,664 | ||||||
NET CHANGE IN CASH AND CASH EQUIVALENTS | 3,750,980 | 4,214,506 | ||||||
CASH AND CASH EQUIVALENTS | ||||||||
Beginning of the period | 2,273,624 | 525,500 | ||||||
End of the period | $ | 6,024,604 | $ | 4,740,006 | ||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||||||||
Cash paid for interest | $ | 455 | $ | 19,089 | ||||
Cash paid for income taxes | $ | – | $ | – | ||||
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||||||||
Retirement of treasury stock | $ | 31,702 | $ | – | ||||
Cashless exercise of warrants | $ | 55 | $ | – | ||||
Debt discounts on notes payable | $ | – | $ | 10,556 | ||||
Fair value of derivative liabilities recognized upon issuance of notes payable | $ | – | $ | 38,000 | ||||
Extinguishment of derivative liabilities upon settlement of notes payable | $ | – | $ | 214,949 | ||||
Financed purchases of property and equipment | $ | – | $ | 10,976 | ||||
SOURCE: KindlyMD, Inc
