UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
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): May 12, 2025
Kindly MD, Inc.
(Exact name of registrant as specified in its charter)
| 001-42103 | 84-3829824 | |
| (Commission File Number) | (IRS Employer Identification Number) | |
| 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)
N/A
(Former name or former address, if changed since last report)
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:
| ☐ | 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 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-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 | KDLY | The Nasdaq Stock Market LLC | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.02(e). Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 12, 2025, Kindly MD, Inc. (the “Company”) entered into an “Addendum to Executive Employment Agreement” with each of Tim Pickett, the Company’s Chief Executive Officer, Jared Barrera, the Company’s Chief Financial Officer, and Adam Cox, the Company’s Chief Operating Officer. These Addenda to Executive Employment Agreements modified the amount of stock options and vesting schedules granted to the executives and waived the right to future equity in the Company, Nakamoto Holdings, Inc. or their subsidiaries or affiliates, among other things.
Specifically, under the Addendums to Executive Employment Agreements, Mr. Pickett received 7,479 stock options that will vest on September 1, 2025 and was granted 28,780 shares of restricted stock of the Company that are fully vested upon issuance, Mr. Barrera was granted 35,000 stock options that will vest over a nine month period, and Mr. Cox was granted 40,000 stock options that will vest over a nine month period.
On May 12, 2025, the independent directors of the Company received shares of restricted stock and stock options of the Company in amounts that varied from their existing agreements and the directors waived the right to future equity in the Company, Nakamoto Holdings, Inc. or their subsidiaries or affiliates. Specifically, each of Amy Powell, Christian Robinson and Gary Seelhorst received 1,838 shares of restricted common stock that are fully vested upon issuance, 538 stock options that are fully vested and 2,000 stock options that fully vest upon a change of control of the Company.
All options were granted with an exercise price based on the closing price of the Company’s common stock on the business day immediately prior to the grant date or higher.
Item 8.01. Other Events.
Since May 12, 2025, the Company has issued 730,923 shares of its common stock pursuant to the exercise of warrants by warrant holders. Through close of business on May 15, 2025, the Company has received a total of $4,219,584.33 from the exercise of these warrants.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibit | |
| 10.1 | Addendum to Executive Employment Agreement with Tim Pickett dated May 12, 2025 | |
| 10.2 | Addendum to Executive Employment Agreement with Jared Barrera dated May 12, 2025 | |
| 10.3 | Addendum to Executive Employment Agreement with Adam Cox dated May 12, 2025 | |
| 104 | Cover Page Interactive Data File (Embedded within the Inline XBRL document) |
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: May 16, 2025 | By: | /s/ Tim Pickett |
| Tim Pickett | ||
| Chief Executive Officer | ||
Exhibit 10.1
Addendum to Executive Employment Agreement
This Addendum (“Addendum”) is made and entered into as of May 12, 2025, by and between Kindly MD, Inc., a Utah corporation (the “Company”), and Tim Pickett (“Executive”), and amends that certain Executive Employment Agreement dated September 1, 2023 (the “Agreement”).
Recitals
WHEREAS, the Company and Executive previously entered into the Agreement detailing Executive’s compensation and benefits as Chief Executive Officer (“CEO”);
WHEREAS, the Company and Executive wish to modify certain provisions regarding compensation and duties;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:
1. Incentive Stock Option Grant
Subject to standard restricted stock agreement terms and applicable Company practices, upon execution of this Agreement, Executive shall be granted and additional 7,479 Incentive Stock Options (“ISOs”) under this Addendum and per the Company’s 2022 Equity Incentive Plan, with and exercise price of $4.29 and the following vesting schedule:
| Number of Shares | Vesting Date | |
| 7,479 | September 1, 2025 |
2. Option Exercise Period:
All currently outstanding stock options previously granted to Executive along with equity grants detailed in Section 2 and Incentive Stock Option Grants detailed in Section 3 shall remain exercisable for one (1) year following the Executive’s last date of employment, subject to the Company’s 2022 Equity Incentive Plan and applicable grant documents.
3. Future Equity: The recipient affirmatively waives any right to any future equity or equity-based interests in Kindly MD, Inc., Nakamoto Holdings Inc, or any of their respective subsidiaries or affiliates.
4. Good Reason: The recipient waives any claim to “Good Reason” or any other similar term under any employment agreement, offer letter, equity or equity-based award agreements or plans, cash-based incentive award agreements or plans, or any other similar plans or agreements, in all cases, that may have otherwise been triggered by virtue of the consummation of the transactions contemplated in the Merger Agreement with Nakamoto Holdings Inc.
5. Reference and Acknowledgment
Upon execution of any separation agreement, the Company will issue a professional acknowledgment letter highlighting Executive’s leadership, contributions to Company’s growth and operational development, and support for the Company.
6. Restrictive Covenant Release
As part of any final separation agreement, Company shall lift all post-employment restrictive covenants, specifically non-compete and non-solicitation clauses. This waiver shall not affect ongoing obligations related to confidentiality or trade secret protections as required by law.
7. No Other Amendments
Except as expressly modified by this Addendum, all terms and conditions of the original Agreement shall remain in full force and effect.
8. Counterparts
This Addendum may be executed in counterparts, including by electronic transmission, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Addendum as of the date first written above.
| KINDLY MD, INC. | ||
| By: | /s/ Adam Cox | |
| Name: | Adam Cox | |
| Title: | Chief Operations Officer | |
| EXECUTIVE | ||
| By: | /s/ Tim Pickett | |
| Name: | Tim Pickett, CEO | |
Exhibit 10.2
Addendum to Executive Employment Agreement
This Addendum (“Addendum”) is made and entered into as of May 12,2025, by and between Kindly MD, Inc., a Utah corporation (the “Company”), and Jared Barrera (“Executive”), and amends that certain Executive Employment Agreement dated September 14, 2023 (the “Agreement”).
Recitals
WHEREAS, the Company and Executive previously entered into the Agreement detailing Executive’s compensation and benefits as Chief Financial Officer (“CFO”);
WHEREAS, the Company and Executive wish to modify certain provisions regarding equity compensation and duties;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:
1. Incentive Stock Option Grant
Subject to standard restricted stock agreement terms and applicable Company practices, upon execution of this Agreement, Executive shall be granted 30,000 Incentive Stock Options (“ISOs”) under this Addendum and per the Company’s 2022 Equity Incentive Plan, with and exercise price of $3.90 and the following vesting schedule:
| Number of Shares | Vesting Date | |
| 3,888 | May 31, 2025 | |
| 3,889 | June 30, 2025 | |
| 3,889 | July 31, 2025 | |
| 3,889 | August 31, 2025 | |
| 3,889 | September 30, 2025 | |
| 3,889 | October 31, 2025 | |
| 3,889 | November 30, 2025 | |
| 3,889 | December 31, 2025 |
2. Option Exercise Period:
All currently outstanding stock options previously granted to Executive along with equity grants detailed in Section 2 and Incentive Stock Option Grants detailed in Section 3 shall remain exercisable for one (1) year following the Executive’s last date of employment, subject to the Company’s 2022 Equity Incentive Plan and applicable grant documents.
3. Resignations upon Change of Control
Executive agrees to resign from their position as Chief Financial Officer, effective immediately upon a Change of Control event. Such resignation shall not constitute a termination for cause under the Agreement.
4. Severance Compensation
Conditioned on the execution and non-revocation of a standard release of claims agreement by and between the Parties and upon the Executive’s separation from employment, except in the case of termination For Cause,. Executive shall be entitled to receive severance pay equal to six (6) months of Executive’s then-current annual salary ($215,000), payable in accordance with the Company’s standard payroll practices.
5. Future Equity: The recipient affirmatively waives any right to any future equity or equity-based interests in Kindly MD, Inc., Nakamoto Holdings Inc., or any of their respective subsidiaries or affiliates.
6. Good Reason: The recipient waives any claim to “Good Reason” or any other similar term under any employment agreement, offer letter, equity or equity-based award agreements or plans, cash-based incentive award agreements or plans, or any other similar plans or agreements, in all cases, that may have otherwise been triggered by virtue of the consummation of the transactions contemplated in the Merger Agreement with Nakamoto Holdings Inc.
7. Reference and Acknowledgment
Upon execution of the separation agreement, the Company will issue a professional acknowledgment letter highlighting Executive’s leadership, contributions to Company’s growth and operational development, and support for the Company.
8. Restrictive Covenant Release
As part of any final separation agreement, Company hereby lifts all post-employment restrictive covenants, specifically non-compete and non-solicitation clauses. This waiver shall not affect ongoing obligations related to confidentiality or trade secret protections as required by law.
9. No Other Amendments
Except as expressly modified by this Addendum, all terms and conditions of the original Agreement shall remain in full force and effect.
10. Counterparts
This Addendum may be executed in counterparts, including by electronic transmission, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Addendum as of the date first written above.
| KINDLY MD, INC. | ||
| By: | /s/ Tim Pickett | |
| Name: | Tim Pickett | |
| Title: | Chief Executive Officer | |
| EXECUTIVE | ||
| By: | /s/ Jared Barrera | |
| Name: | Jared Barrera | |
Exhibit 10.3
Addendum to Executive Employment Agreement
This Addendum (“Addendum”) is made and entered into as of May 12, 2025, by and between Kindly MD, Inc., a Utah corporation (the “Company”), and Adam Cox (“Executive”), and amends that certain Executive Employment Agreement dated September 14, 2023 (the “Agreement”).
Recitals
WHEREAS, the Company and Executive previously entered into the Agreement detailing Executive’s compensation and benefits as Chief Operating Officer (“COO”);
WHEREAS, the Company and Executive wish to modify certain provisions regarding compensation and duties;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:
1. Incentive Stock Option Grant
Subject to standard restricted stock agreement terms and applicable Company practices, upon execution of this Agreement, Executive shall be granted and additional 40,000 Incentive Stock Options (“ISOs”) under this Addendum and per the Company’s 2022 Equity Incentive Plan, with and exercise price of $3.90 and the following vesting schedule:
| Number of Shares | Vesting Date | |
| 5,000 | May 31, 2025 | |
| 5,000 | June 30, 2025 | |
| 5,000 | July 31, 2025 | |
| 5,000 | August 31, 2025 | |
| 5,000 | September 30, 2025 | |
| 5,000 | October 31, 2025 | |
| 5,000 | November 30, 2025 | |
| 5,000 | December 31, 2025 |
2. Option Exercise Period:
All currently outstanding stock options previously granted to Executive along with equity grants detailed in Section 2 and Incentive Stock Option Grants detailed in Section 3 shall remain exercisable for one (1) year following the Executive’s last date of employment, subject to the Company’s 2022 Equity Incentive Plan and applicable grant documents.
3. Resignations upon Change of Control
Executive agrees to resign from their position as Chief Operating Officer and from their position on the Company’s Board of Directors, effective immediately upon a Change of Control event. Such resignation shall not constitute a termination for cause under the Agreement. Executive will then continue as VP of Operations under Kindly LLC.
4. Severance Compensation
Conditioned on the execution and non-revocation of a standard release of claims agreement by and between the Parties and upon the Executive’s separation from employment, except in the case of termination For Cause, Executive shall be entitled to receive severance pay equal to six (6) months of Executive’s then-current annual salary, payable in accordance with the Company’s standard payroll practices
5. Future Equity: The recipient affirmatively waives any right to any future equity or equity-based interests in Kindly MD, Inc., Nakamoto Holdings Inc, or any of their respective subsidiaries or affiliates.
6. Good Reason: The recipient waives any claim to “Good Reason” or any other similar term under any employment agreement, offer letter, equity or equity-based award agreements or plans, cash-based incentive award agreements or plans, or any other similar plans or agreements, in all cases, that may have otherwise been triggered by virtue of the consummation of the transactions contemplated in the Merger Agreement with Nakamoto Holdings Inc.
7. Reference and Acknowledgment
Upon execution of the separation agreement, the Company will issue a professional acknowledgment letter highlighting Executive’s leadership, contributions to Company’s growth and operational development, and support for the Company.
8. Restrictive Covenant Release
As part of any final separation agreement, Company hereby lifts all post-employment restrictive covenants, specifically non-compete and non-solicitation clauses. This waiver shall not affect ongoing obligations related to confidentiality or trade secret protections as required by law.
9. No Other Amendments
Except as expressly modified by this Addendum, all terms and conditions of the original Agreement shall remain in full force and effect.
10. Counterparts
This Addendum may be executed in counterparts, including by electronic transmission, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Addendum as of the date first written above.
| KINDLY MD, INC. | ||
| By: | /s/ Tim Pickett | |
| Name: | Tim Pickett | |
| Title: | Chief Executive Officer | |
| EXECUTIVE | ||
| By: | /s/ Adam Cox | |
| Name: | Adam Cox | |