DEF: Kindly MD Seeks Shareholder Approval for Delaware Reincorporation

Kindly MD, Inc. is holding its 2025 Annual Meeting to vote on key proposals including the re-election of directors, a strategic conversion to a Delaware corporation, and the ratification of its independent auditor.

Summary

• Kindly MD, Inc. will hold its 2025 Annual Meeting of Stockholders virtually on December 17, 2025, at 8:30 a.m. Mountain Time.
• Stockholders as of the record date, October 23, 2025, are eligible to vote.
• Key proposals include the election of two Class I directors (Perianne Boring and Greg Xethalis), the conversion of Kindly MD from a Utah to a Delaware corporation, and the ratification of Sadler, Gibb & Associates, LLC as the independent registered public accounting firm for fiscal year 2025.
• The Board of Directors unanimously recommends a "FOR" vote on all proposals.
• The company recently completed a merger with Nakamoto on August 14, 2025, making Nakamoto a wholly-owned subsidiary.
• Gross proceeds of approximately $540.0 million were raised through PIPE Transactions, used to acquire bitcoin and for working capital.
• A $200.0 million secured convertible debenture was issued to YA II PN, Ltd. on August 15, 2025.
• The company made a minority investment of approximately $15.0 million in Treasury B.V. on September 4, 2025, and committed to purchase up to $30 million of Metaplanet Inc. common stock on September 9, 2025.

Sentiment

Score: 7

Explanation: The filing outlines significant strategic advancements, including a major merger, substantial capital raises, and a planned reincorporation to Delaware, which are generally positive for long-term stability and growth. The enhanced corporate governance structures and new leadership also contribute to a positive outlook. However, past Section 16(a) compliance issues and the lack of separate committee meetings in 2024 temper the overall sentiment slightly.

Positives

• Strategic conversion to a Delaware corporation is expected to provide more comprehensive, flexible, and predictable corporate laws, potentially attracting future directors and facilitating capital-raising.
• Completion of a merger with Nakamoto and significant capital raises (approximately $540.0 million from PIPE Transactions and $200.0 million from convertible debt) indicate strong financial activity and strategic growth.
• The company is implementing a bitcoin treasury strategy with the proceeds from the PIPE Transactions.
• New executive leadership and board members with extensive experience in finance, entrepreneurship, and the Bitcoin/digital asset industries were appointed post-merger.
• Directors and officers participated in PIPE Financings, aligning their interests with other investors.
• The company has adopted an Amended and Restated Insider Trading Policy designed to promote compliance and prohibit certain speculative trading activities by insiders.
• The Audit Committee has determined that auditor independence was not impaired.

Negatives

• Late Form 4 filings for several directors and executive officers in May 2025 indicate past non-compliance with Section 16(a) beneficial ownership reporting requirements.
• The Compensation Committee and Nominating and Corporate Governance Committee did not hold separate meetings outside of regularly scheduled Board meetings in fiscal year 2024, which could be seen as a governance weakness.
• The Delaware Conversion will result in some differences in stockholder rights and corporate governance compared to Utah law, such as director removal for classified boards only for cause (unless certificate allows otherwise) and more detailed advance notice requirements for stockholder proposals.
• The consulting agreement with Wade Rivers, LLC (beneficially owned by Tim Pickett) was terminated, which might indicate a change in the nature of that related-party relationship or services.

Risks

• The company's cybersecurity processes and practices are integrated into its ERM efforts, but cybersecurity threats are an ongoing concern, though none have had a material adverse effect to date.
• The success of the Delaware Conversion is contingent on stockholder approval. Failure to obtain this approval would mean the company remains a Utah corporation.
• The company's strategy includes acquiring bitcoin, which exposes it to the volatility and risks associated with digital assets.
• The company's ability to attract future candidates for the Board and facilitate capital-raising may be impacted if the Delaware Conversion is not approved.
• The new compensation structure for the Post-Merger Board, including higher cash retainers and equity awards, could be perceived as a significant increase in director compensation.

Future Outlook

The company anticipates that converting to a Delaware corporation will provide a more comprehensive, widely-used, and extensively interpreted legal framework, which may assist the Board and management in corporate decisions and actions with greater assurance. This move is also expected to make it easier to attract future director candidates and facilitate capital-raising programs due to familiarity with Delaware law among financial services professionals and sophisticated investors. The company plans to continue filing periodic reports with the SEC.

Management Comments

• We believe that good governance builds integrity and trust, strengthens the accountability of our Board, management and employees and promotes the long-term interests of our stockholders.
• Our Board has determined that having our CEO serve as Chairman of our Board is in the best interest of our stockholders at this time. This structure makes the best use of our CEO’s extensive knowledge of our Company and our industry, as well as fostering greater communication between our management team and the members of the Board.
• Our Board believes its administration of its risk oversight function has not adversely affected our Board’s leadership structure.
• Our management, led by our Chief Executive Officer, Chief Operations Officer, and General Counsel, are actively involved in oversight of our risk management efforts, and cybersecurity represents an important component of the Company’s overall approach to enterprise risk management (ERM).

Industry Context

The company's recent merger with Nakamoto and significant capital raises, including investments in bitcoin and related entities like Treasury B.V. and Metaplanet Inc., indicate a strategic pivot or expansion into the digital asset and blockchain industry. The appointment of new executives and directors with extensive experience in this sector further supports this trend. The proposed reincorporation to Delaware aligns with a common practice among major public corporations seeking a more established and flexible corporate legal framework, which is particularly relevant for companies operating in evolving sectors like digital assets.

Comparison to Industry Standards

• The proposed conversion to a Delaware corporation aligns with the practice of "most major public corporations" which are incorporated in Delaware due to its comprehensive, modern, and flexible corporate laws and specialized Court of Chancery.
• The company's adoption of a classified board structure with staggered three-year terms is a common corporate governance practice, though some governance advocates prefer annual elections for all directors.
• The new director compensation program, including a $100,000 annual cash retainer and $150,000 in annual equity awards, is competitive and in line with compensation practices for public company directors, especially those with specialized expertise in emerging industries.
• The company's insider trading policy, prohibiting short-term trading, short sales, options trading, margin/pledging, and hedging, is a robust standard designed to prevent insider trading and align with best practices for public companies.

Management Changes

Corporate Governance

Related Party Transactions

• Wade Rivers Promissory Note: On April 15, 2023, the company entered into a $332,545 unsecured note payable with Wade Rivers, LLC, an entity beneficially owned by The Wade Rivers Trust, for which Mr. Pickett (former CEO, current CMO) serves as an investment trustee. The note was forgiven on December 31, 2023, resulting in a $300,000 increase to additional paid-in capital.
• Wade Rivers, LLC Consulting Agreement: Wade Rivers, LLC received $210,407 in other compensation in 2024 ($131,441 for consulting services, $40,000 in stock awards, and $38,966 in stock options). The consulting arrangement was terminated effective August 31, 2025.
• PIPE Investments by Directors/Officers: Mark Yusko (Director) purchased 2,100,000 shares, Tyler Evans (CIO) purchased 178,571 shares, and Andrew Creighton (CCO) purchased 892,857 shares in the PIPE Financings on August 14, 2025, on the same terms as other institutional investors.
• BTC Consulting Agreement: The company entered into a consulting agreement with BTC Consulting, LLC, an entity controlled by David Bailey (CEO and Chairman), for a monthly consulting fee of $58,333.33, a $250,000 sign-on bonus, and eligibility for significant annual cash and equity incentives.
• Second Gate Advisory LLC Consulting Agreement: The company entered into a consulting agreement with Second Gate Advisory LLC, an entity controlled by Amanda Fabiano (COO), for a monthly consulting fee of $37,500, eligibility for annual cash and equity incentives, and a $5,000,000 signing bonus ($500,000 cash, $4,500,000 Common Stock) for transitioning revenue.
• Treasury B.V. Investment: Nakamoto (a wholly-owned subsidiary) made a $15.0 million minority investment in Treasury B.V. on September 4, 2025. This transaction was approved by the Audit Committee because Bitcoin BV and BTC Media (involved in related agreements) are affiliates of BTC, where David Bailey, Tyler Evans, and Andrew Creighton are officers/equityholders.
• Metaplanet Inc. Investment: Nakamoto committed to purchase $30 million of Metaplanet Inc. common stock on September 9, 2025. This investment was approved by the Audit Committee because David Bailey, Tyler Evans, and Mark Yusko serve on Metaplanet's advisory board/director.

Stakeholder Impact

• Shareholders: Will vote on key governance proposals, including director elections and the reincorporation to Delaware. The Delaware conversion is intended to benefit stockholders by providing a more stable and predictable legal framework, potentially enhancing capital-raising capabilities. The significant capital raise and strategic investments could lead to future growth. However, the change in corporate domicile will alter certain stockholder rights and governance provisions.
• Directors and Officers: New compensation programs and indemnification agreements are in place. Several executives and directors have significant equity awards and participation in recent capital raises, aligning their interests with the company's performance. The reincorporation to Delaware may make it easier to attract future director candidates.
• Employees: No direct impact on jobs or number of employees is expected from the Delaware conversion. Employee benefit and incentive plans will continue under the Delaware-Company.
• Customers/Suppliers: No direct impact mentioned from the proposals or reincorporation. The strategic direction and financial health of the company could indirectly affect long-term relationships.
• Creditors: The $200.0 million secured convertible debenture indicates new debt, which could impact the company's capital structure and risk profile for creditors. The Delaware conversion does not change existing obligations.

Next Steps

• Hold the 2025 Annual Meeting of Stockholders on December 17, 2025, to vote on the proposed matters.
• Elect two Class I directors (Perianne Boring and Greg Xethalis) for a three-year term expiring at the 2028 annual meeting.
• If approved by stockholders, complete the conversion of Kindly MD from a Utah corporation to a Delaware corporation.
• Ratify the appointment of Sadler, Gibb & Associates, LLC as the independent registered public accounting firm for fiscal year 2025.
• The Post-Merger Board will reflect new director compensation in the annual proxy statement for the fiscal year ending December 31, 2025.
• Treasury B.V. intends to reverse list on Euronext Amsterdam N.V.
• David Bailey is intended to be appointed as a member of Treasury B.V.'s strategic advisory board upon consummation of the Reverse Listing.

Key Dates

Recommendation

The filing details significant strategic activities, including a major merger, substantial capital raises, and a planned reincorporation to Delaware. These actions suggest a company undergoing a transformative phase with a clear strategic direction, particularly in the digital asset space. While the capital raises and strategic investments are positive indicators of growth potential, the company is still in a transitional period with new management and a shift in corporate domicile. The past compliance issues with Section 16(a) filings and the lack of separate committee meetings in 2024 suggest areas for improvement in operational governance. Given the ongoing integration, strategic shifts, and the inherent volatility of the digital asset market, a "hold" recommendation is appropriate. Investors should monitor the execution of the new strategy, the impact of the Delaware reincorporation, and the performance of the new leadership team before making further investment decisions.

Keywords

Kindly MD, SEC Filing, Proxy Statement, Annual Meeting, Corporate Governance, Delaware Conversion, Nakamoto Merger, PIPE Financing, Bitcoin Treasury, Executive Compensation, Director Election, Audit Ratification, Risk Oversight, Insider Trading Policy, Related Party Transactions, Treasury B.V. Investment, Metaplanet Investment, NAKA, NAKAW