UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

________________________________

SCHEDULE 14C INFORMATION
(Amendment No. 1)

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Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934

Check the appropriate box:

Kindly MD, Inc.
(Name of Registrant as Specified in its Charter)

Payment of Filing Fee (Check all boxes that apply):

Kindly MD, Inc.
5097 South 900 East Suite 100
Salt Lake City, UT 84117

NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT
AND INFORMATION STATEMENT

To the Stockholders of Kindly MD, Inc.:

This notice of written consent and accompanying information statement is being furnished to the holders of the holders of record of the outstanding common stock, par value $0.001 per share (the “Company Common Stock”), of Kindly MD, Inc., a Utah corporation (“KindlyMD” or the “Company”), as of the close of business on May 21, 2025 (the “Initial Record Date”), in connection with the Agreement and Plan of Merger, dated as of May 12, 2025 (the “Merger Agreement”), by and among the Company, the Company’s newly formed, wholly-owned subsidiary Kindly Holdco Corp., a Delaware corporation (“Merger Sub”), Nakamoto Holdings Inc., a Delaware corporation (“Merger Partner” or “Nakamoto”), and Wade Rivers, LLC, a Wyoming limited liability company (“Wade Rivers”), solely for the limited purposes set forth therein. A summary of the Merger Agreement is provided in the accompanying information statement and a copy of the Merger Agreement is attached as Annex A to the accompanying information statement, and each are incorporated by reference into this notice. Pursuant to the Merger Agreement, Merger Sub will be merged with and into Nakamoto, with Nakamoto surviving as a wholly owned subsidiary (the “Surviving Corporation”) of KindlyMD (the “Merger”). Upon consummation of the Merger on the terms and subject to the conditions set forth in the Merger Agreement, the holders of Nakamoto Class A and Class B common stock (other than shares held in treasury or by dissenting stockholders) will receive an aggregate 22.3 million shares of the Company Common Stock based on a price per share of $1.12. Shares of Merger Sub’s common stock will be converted into shares of common stock of the Surviving Corporation. No fractional shares will be issued; instead, cash will be paid in lieu of fractional shares. Pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules promulgated by the Securities and Exchange Commission (the “SEC”) thereunder, this notice is being sent solely for the purpose of informing our stockholders of the actions taken by the written consent.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

Concurrently with the execution of the Merger Agreement, the Company entered into subscription agreements (collectively, the “Subscription Agreements”) with certain investors (the “Subscribers”) in an aggregate amount of approximately $511.7 million, pursuant to which the Company agreed to issue, and the Subscribers agreed to purchase, shares of Company Common Stock at a purchase price of $1.12 per share and/or pre-funded warrants to purchase shares of Company Common Stock (the “Pre-Funded Warrants”), in a private placement (the “PIPE Financing”). The PIPE Financing will be issued in a private placement in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. Additionally, the Company entered into a Secured Convertible Debenture Purchase Agreement (the “Debenture Purchase Agreement”) with YA II PN, Ltd., an investment fund managed by Yorkville Advisors (the “Convert Investor”), under which the Company agreed to sell and issue to the Convert Investor a secured convertible debenture (the “Convertible Debenture”) in aggregate principal amount of $200.0 million (the “Principal Amount”) in exchange for cash or bitcoin equal to 96% of the Principal Amount (the “Debt Financing”). The Company expects to close the Debt Financing in connection with the Merger, subject to customary closing conditions. The Convertible Debenture will be issued in a private placement in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

Additionally, on June 19, 2025, the Company subsequently entered into additional subscription agreements, (the “Additional Subscription Agreements”), with certain new and/or existing investors (the “Additional Subscribers”) in an aggregate amount of $51.5 million. Under these Additional Subscription Agreements, the Company agreed to

issue and sell to the Additional Subscribers shares of Company Common Stock at a purchase price of $5.00 per share in a private placement on substantially similar terms as the Initial Subscription Agreements (the “Additional PIPE Financing”). The Additional PIPE Financing will each be issued in a private placement in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

The Merger Agreement and the transactions contemplated by the Merger Agreement, along with the PIPE Financings and the Debt Financing are collectively referred to herein as the “Transactions”.

The information statement relates to (i) the corporate actions taken by holders of approximately 50.76% of the outstanding voting power of the Company on May 18, 2025 (the “Majority Stockholders”) by written consent in lieu of a special meeting and (ii) the corporate actions taken by holders of approximately 50.14% of the outstanding voting power of the Company on June 19, 2025 (the “June 19 Majority Stockholders”) by written consent in lieu of a special meeting.

The board of directors of the Company (the “Board”) on May 12, 2025, has unanimously (i) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, are fair to and in the best interests of the Company and its stockholders, (ii) determined that the PIPE Financing and the Debt Financing are fair to and in the best interests of the Company and its stockholders (iii) approved and declared advisable the Merger Agreement and the Transactions, including the Merger, (iii) authorized and approved the execution, delivery and performance by the Company of the Merger Agreement, the Subscription Agreements and the Debenture Purchase Agreement and the consummation of the Transactions, including the Merger, the PIPE Financing and the Debt Financing, upon the terms and subject to the conditions set forth in the Merger Agreement, the Subscription Agreements and the Debenture Purchase Agreement, respectively, (iv) recommended the adoption of the Merger Agreement by the stockholders of the Company, (v) recommended the adoption of the issuance of the Company Common Stock pursuant to the Subscription Agreements and Debenture Purchase Agreement by the stockholders of the Company and (vi) recommended each of the adoption of the Governance Proposal, The New Equity Incentive Plan Proposal, the Convertible Share Issuance Proposal and the Marketing Agreement Share Issuance Proposal (each as defined herein). On May 18, 2025, the Majority Stockholders delivered to the Company a written shareholder consent, in accordance with Section 16-10a-704 of the Utah Revised Business Corporations Act and the Company’s Amended and Restated Articles of Incorporation and Amended and Restated Bylaws, to adopt and approve the following proposals (the “May Proposals”):

(1)    The Merger Proposal — to approve and adopt the Merger Agreement and the transactions contemplated thereby, pursuant to which Merger Sub will merge with and into Nakamoto, with Nakamoto continuing as the surviving entity and a wholly-owned subsidiary of the Company (the “Merger Proposal”);

(2)    The PIPE Proposal — to approve and adopt the Subscription Agreements with the Subscribers in an aggregate amount of approximately $511.7 million, pursuant to which the Company agreed to (A) issue, and such Subscribers agreed to purchase, shares of Company Common Stock at a purchase price of $1.12 per share and/or pre-funded warrants to purchase shares of Company Common Stock, in a private placement (the “PIPE Shares”) and (B) use commercially reasonable efforts to register the resale of PIPE Shares with the SEC within 30 days after closing of the Merger Agreement, seek effectiveness as soon as practicable, and maintain effectiveness until the earlier of (i) the Subscribers no longer holding the PIPE Shares, (ii) all PIPE Shares being freely tradable, or (iii) three years from effectiveness (the “PIPE Proposal”);

(3)    The Share Issuance Proposal — to approve and adopt the issuance of an aggregate of 477,678,286 shares of Company Common Stock at a price per share of $1.12 per share of Company Common Stock, of which 22,321,143 shares of Company Common Stock will be issued to the stockholders of Nakamoto and 455,357,143 shares of Company Common Stock will be issued to the Subscribers to comply with: (A) Section 5635(a) of The Nasdaq Stock Market’s Listing Rules (the “Nasdaq Rules”); (B) Section 5635(b) of the Nasdaq Rules; and (C) Section 5635(d) of the Nasdaq Rules (the “Share Issuance Proposal”);

(4)    The Governance Proposal — to approve and adopt (A) the Second Amended and Restated Articles of Incorporation of the Company (the “Amended Articles”) to, among other things, (i) increase the number of authorized shares of Company Common Stock to 10,000,000,000, (ii) classify the Board so that there are three classes of directors, designated as Class I, Class II, and Class III, with each class consisting,

as nearly as may be practicable, of one-third of the total members of the Board, with each class serving staggered 3-year terms, (iii) prohibit actions by written consent of the shareholders of the Company, (iv) permit the Board to change the name of the Company in its sole discretion, and (v) provide that the sole and exclusive forum for certain actions relating to the Company shall be the United States District Court for the District of Utah and any Utah State court sitting in Salt Lake County, State of Utah of the United States of America and (B) the Second Amended and Restated Corporate Bylaws of the Company (the “Amended Bylaws”) to, among other things, (i) remove the provisions prohibiting classes of directors with staggered terms, (ii) state that directors will be elected to serve three-year terms, (iii) impose a minimum and maximum number of directors who may serve on the Board, (iv) establish advance notice requirements relating to business to be brought before the annual meeting of the shareholders of the Company, including director nominees, (v) establish requirements relating to calling special meetings and the conduct at such special meetings by the shareholders of the Company, and (vi) prohibit actions by written consent of the shareholders of the Company (the “Governance Proposal”);

(5)    The New Equity Incentive Plan Proposal — to approve and adopt the Company’s 2025 Equity Incentive Plan and the material terms thereunder (the “New Equity Incentive Plan”) that will go into effect immediately prior to the closing of the Merger Agreement and related transactions to comply with Section 5635(c) of the Nasdaq Rules, which requires stockholder approval for the issuance of securities when a stock option or purchase plan is to be established, pursuant to which stock may be acquired by officers, directors, employees, or consultants (the “New Equity Incentive Plan Proposal”);

(6)    The Convertible Debt Issuance Proposal — to approve and adopt the issuance of shares of Company Common Stock to YA II PN, Ltd., a Cayman Islands exempted limited company (the “Convert Investor”) pursuant to the terms of that certain Debenture Purchase Agreement, to comply with Nasdaq Rule 5635(d) (the “Convertible Debt Issuance Proposal”); and

(7)    The Marketing Agreement Share Issuance Proposal — to approve and adopt the issuance of up to an aggregate of 600,000,000 shares of Company Common Stock at a price per share of $1.12 per share of Company Common Stock, in accordance with the Master Marketing Services Agreement, dated May 12, 2025 (the “Marketing Agreement”) by and between Nakamoto and BTC, Inc., a Delaware corporation (“BTC Inc”), which will be assigned to and assumed by KindlyMD from Nakamoto at the closing of the Merger Agreement pursuant to the Assignment and Assumption Agreement with Novation by and between KindlyMD, Nakamoto, and BTC Inc (the “Assignment Agreement”), to comply with Nasdaq Rules 5635(a), 5635(b), and 5635(d) (the “Marketing Agreement Share Issuance Proposal”).

The Board on June 19, 2025, unanimously (i) determined that the Additional PIPE Financing is fair to and in the best interests of the Company and its stockholders, (ii) approved and declared advisable the Additional PIPE Financing, (iii) authorized and approved the execution, delivery and performance by the Company of the Additional Subscription Agreements, upon the terms and subject to the conditions set forth in the Additional Subscription Agreements, and (iv) recommended the adoption of the issuance of the Company Common Stock pursuant to the Additional Subscription Agreements. On June 19, 2025, the June 19 Majority Stockholders delivered to the Company a written shareholder consent, in accordance with Section 16-10a-704 of the Utah Revised Business Corporations Act and the Company’s Amended and Restated Articles of Incorporation and Amended and Restated Bylaws, to adopt and approve the following proposals (the “June Proposals”):

(1)    The Additional PIPE Proposal — to approve and adopt the Additional Subscription Agreements with the Additional Subscribers in an aggregate amount of approximately $51.5 million, pursuant to which the Company agreed to (A) issue, and such Additional Subscribers agreed to purchase, shares of Company Common Stock at a purchase price of $5.00 per share in a private placement (the “Additional PIPE Shares”) and (B) use commercially reasonable efforts to register the resale of Additional PIPE Shares with the SEC within 30 days after closing of the Merger Agreement, seek effectiveness as soon as practicable, and maintain effectiveness until the earlier of (i) the Additional Subscribers no longer holding the Additional PIPE Shares, (ii) all additional PIPE Shares being freely tradable, or (iii) three years from effectiveness (the “Additional PIPE Proposal”); and

TABLE OF CONTENTS

•        laws and regulations affecting the medical cannabis industry are constantly changing, which could detrimentally affect our operation;

•        competitive platforms or other technological breakthroughs for the monitoring, management, treatment, or prevention of medical conditions may adversely affect demand for our offerings;

•        our ability to grow our business effectively, to scale our business and to manage our expenses;

•        the competitiveness of the market in which we operate;

•        our reliance on our management team and other key employees;

•        the impact of potential information technology or data security breaches or other cyberattacks or other disruptions;

•        our ability to obtain, maintain, protect and enforce our intellectual property and proprietary rights;

•        our ability to comply with regulations applicable to us;

•        risks related to our estimates of market opportunity and our ability to change our pricing models, if necessary to compete successfully;

•        risks related to implementing a bitcoin treasury operation;

•        risks related to the future growth of our business and strategy following the consummation of the Merger and related Transactions; and

•        other risks detailed in our filings with the SEC, including “Item 1A. Risk Factors” in our Annual Report on Form 10-K for our fiscal year ended December 31, 2024. See “Where You Can Find More Information” beginning on page 109.

We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by this cautionary statement as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward-looking statements made in this information statement in the context of these risks and uncertainties.

We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this information statement are made only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

RISK FACTORS

You should consider carefully all of the risks described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 28, 2025 and amended as filed with the SEC on April 17, 2025, its Quarterly Report on Form 10-Q for the quarters ended March 31, 2025, as filed with the SEC on May 8, 2025, September 30, 2024, as filed with the SEC on November 12, 2024, and June 30, 2024, as filed with the SEC on August 14, 2024, and in other reports we file with the SEC, which are incorporated herein by reference. Furthermore, if any of the following events occur, our business, financial condition and operating results may be materially adversely affected or we could face liquidation. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described in the aforementioned filings and below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition and operating results or result in our liquidation.

Risks Related to Our Bitcoin Strategy and Holdings

Our bitcoin strategy exposes us to various risks, including risks associated with bitcoin.

Our bitcoin strategy exposes us to various risks, including the following:

Bitcoin is a highly volatile asset.    Bitcoin is a highly volatile asset that has traded below $50,000 per bitcoin and above $110,000 per bitcoin on the Coinbase exchange (a major U.S.-based crypto exchange) in the 12 months preceding the date of this Information Statement. The trading price of bitcoin significantly decreased during prior periods, and such declines may occur again in the future.

Bitcoin does not pay interest or dividends.    Bitcoin does not pay interest or other returns and we can only generate cash from our bitcoin holdings if we sell our bitcoin or implement strategies to create income streams or otherwise generate cash by using our bitcoin holdings. Even if we pursue any such strategies, we may be unable to create income streams or otherwise generate cash from our bitcoin holdings, and any such strategies may subject us to additional risks.

Our bitcoin holdings may significantly impact our financial results and the market price of our listed securities.    Our bitcoin holdings may significantly affect our financial results and if we increase our overall holdings of bitcoin in the future, may have an even greater impact on our financial results and the market price of our listed securities.

Our assets will be concentrated in bitcoin.    The vast majority of our assets will be concentrated in our bitcoin holdings. The concentration of our assets in bitcoin may limit our ability to mitigate risk that could otherwise be achieved by holding a more diversified portfolio of treasury assets.

We intend to purchase bitcoin using primarily proceeds from equity and debt financings.    Our ability to achieve the objectives of our bitcoin strategy depends in significant part on our ability to obtain equity and debt financing. If we are unable to obtain equity or debt financing on favorable terms or at all, we may not be able to successfully execute on our bitcoin strategy.

Our bitcoin strategy has not been tested over an extended period of time or under different market conditions.    We are continually examining the risks and rewards of our strategy to acquire and hold bitcoin. This strategy has not been tested over an extended period of time or under different market conditions. For example, although we believe bitcoin, due to its fixed supply, has the potential to serve as a hedge against inflation in the long term, the short-term price of bitcoin has declined in recent periods during which the inflation rate increased. If bitcoin prices were to decrease or our bitcoin strategy otherwise proves unsuccessful, our financial condition, results of operations, and the market price of our listed securities would be materially adversely impacted.

We will be subject to counterparty risks, including in particular risks relating to our custodians.    Although we have implemented or intend to implement various measures that are designed to mitigate our counterparty risks, including by storing substantially all of the bitcoin we will own in custody accounts at U.S.-based, institutional-grade custodians and negotiating contractual arrangements intended to establish that our property interest in custodially-held bitcoin is not subject to claims of our custodians’ creditors, applicable insolvency law is not fully developed with respect to the holding of digital assets in custodial accounts. If our custodially-held bitcoin were nevertheless considered to

be the property of our custodians’ estates in the event that any such custodians were to enter bankruptcy, receivership or similar insolvency proceedings, we could be treated as a general unsecured creditor of such custodians, inhibiting our ability to exercise ownership rights with respect to such bitcoin, or delaying or hindering our access to our bitcoin holdings, and this may ultimately result in the loss of the value related to some or all of such bitcoin, which could have a material adverse effect on our financial condition as well as the market price of our listed securities.

The broader digital assets industry is subject to counterparty risks, which could adversely impact the adoption rate, price, and use of bitcoin.    A series of recent high-profile bankruptcies, closures, liquidations, regulatory enforcement actions and other events relating to companies operating in the digital asset industry have highlighted the counterparty risks applicable to owning and transacting in digital assets. Although these bankruptcies, closures, liquidations and other events have not resulted in any loss or misappropriation of our bitcoin, nor have such events adversely impacted our access to our bitcoin, they have, in the short-term, likely negatively impacted the adoption rate and use of bitcoin. Additional bankruptcies, closures, liquidations, regulatory enforcement actions or other events involving participants in the digital assets industry in the future may further negatively impact the adoption rate, price, and use of bitcoin, limit the availability to us of financing collateralized by bitcoin, or create or expose additional counterparty risks.

The broader digital assets industry, including the technology associated with digital assets, the rate of adoption and development of, and use cases for, digital assets, market perception of digital assets, and the legal, regulatory, and accounting treatment of digital assets are constantly developing and changing, and there may be additional risks in the future that are not possible to predict.

Bitcoin is a highly volatile asset, and fluctuations in the price of bitcoin are likely to influence our financial results and the market price of our listed securities.

Bitcoin is a highly volatile asset, and fluctuations in the price of bitcoin are likely to influence our financial results and the market price of our listed securities. Our financial results and the market price of our listed securities would be adversely affected, and our business and financial condition would be negatively impacted, if the price of bitcoin decreased substantially (as it has in the past), including as a result of:

•        decreased user and investor confidence in bitcoin, including due to the various factors described herein;

•        investment and trading activities, such as (i) trading activities of highly active retail and institutional users, speculators, miners and investors; (ii) actual or expected significant dispositions of bitcoin by large holders, including the expected liquidation of digital assets associated with entities that have filed for bankruptcy protection and the transfer and sale of bitcoins associated with significant hacks, seizures, or forfeitures; and (iii) actual or perceived manipulation of the spot or derivative markets for bitcoin or spot bitcoin exchange-traded products (“ETPs”);

•        negative publicity, media or social media coverage, or sentiment due to events in or relating to, or perception of, bitcoin or the broader digital assets industry, for example, (i) public perception that bitcoin can be used as a vehicle to circumvent sanctions, including sanctions imposed on Russia or certain regions related to the ongoing conflict between Russia and Ukraine, or to fund criminal or terrorist activities; (ii) expected or pending civil, criminal, regulatory enforcement or other high profile actions against major participants in the bitcoin ecosystem, including the SEC’s enforcement actions against Coinbase, Inc. and Binance Holdings Ltd.; (iii) additional filings for bankruptcy protection or bankruptcy proceedings of major digital asset industry participants, such as the bankruptcy proceeding of FTX Trading and its affiliates; and (iv) the actual or perceived environmental impact of bitcoin and related activities, including environmental concerns raised by private individuals, governmental and non-governmental organizations, and other actors related to the energy resources consumed in the bitcoin mining process;

•        changes in consumer preferences and the perceived value or prospects of bitcoin;

•        competition from other digital assets that exhibit better speed, security, scalability, or energy efficiency, that feature other more favored characteristics, that are backed by governments, including the U.S. government, or reserves of fiat currencies, or that represent ownership or security interests in physical assets;

•        a decrease in the price of other digital assets, including stablecoins, or the crash or unavailability of stablecoins that are used as a medium of exchange for bitcoin purchase and sale transactions, to the extent the decrease in the price of such other digital assets or the unavailability of such stablecoins may cause a decrease in the price of bitcoin or adversely affect investor confidence in digital assets generally;

•        developments relating to the bitcoin protocol, including (i) changes to the bitcoin protocol that impact its security, speed, scalability, usability, or value, such as changes to the cryptographic security protocol underpinning the bitcoin blockchain, changes to the maximum number of bitcoin outstanding, changes to the mutability of transactions, changes relating to the size of blockchain blocks, and similar changes, (ii) failures to make upgrades to the bitcoin protocol to adapt to security, technological, legal or other challenges, and (iii) changes to the bitcoin protocol that introduce software bugs, security risks or other elements that adversely affect bitcoin;

•        disruptions, failures, unavailability, or interruptions in service of trading venues for bitcoin, such as, for example, the announcement by the digital asset exchange FTX Trading that it would freeze withdrawals and transfers from its accounts and subsequent filing for bankruptcy protection and the SEC enforcement action brought against Binance Holdings Ltd., which initially sought to freeze all of its assets during the pendency of the enforcement action and has since resulted in Binance discontinuing all fiat deposits and withdrawals in the U.S.;

•        the filing for bankruptcy protection by, liquidation of, or market concerns about the financial viability of digital asset custodians, trading venues, lending platforms, investment funds, or other digital asset industry participants, such as the filing for bankruptcy protection by digital asset trading venues FTX Trading and BlockFi and digital asset lending platforms Celsius Network and Voyager Digital Holdings in prior years, and the exit of Binance from the U.S. market as part of its settlement with the Department of Justice and other federal regulatory agencies;

•        regulatory, legislative, enforcement and judicial actions that adversely affect the price, ownership, transferability, trading volumes, legality or public perception of bitcoin, or that adversely affect the operations of or otherwise prevent digital asset custodians, trading venues, lending platforms or other digital assets industry participants from operating in a manner that allows them to continue to deliver services to the digital assets industry;

•        further reductions in mining rewards of bitcoin, including due to block reward halving events, which are events that occur after a specific period of time (the most recent of which occurred in April 2024) that reduce the block reward earned by “miners” who validate bitcoin transactions, or increases in the costs associated with bitcoin mining, including increases in electricity costs and hardware and software used in mining, or new or enhanced regulation or taxation of bitcoin mining, which could further increase the costs associated with bitcoin mining, any of which may cause a decline in support for the bitcoin network;

•        transaction congestion and fees associated with processing transactions on the bitcoin network;

•        macroeconomic changes, such as changes in the level of interest rates and inflation, fiscal and monetary policies of governments, trade restrictions, and fiat currency devaluations;

•        developments in mathematics or technology, including in digital computing, algebraic geometry and quantum computing, that could result in the cryptography used by the bitcoin blockchain becoming insecure or ineffective; and

•        changes in national and international economic and political conditions, including, without limitation, federal government policies, trade tariffs and trade disputes, the adverse impacts attributable to the current conflict between Russia and Ukraine and the economic sanctions adopted in response to the conflict, and the broadening of the Israel-Hamas conflict to other countries in the Middle East.

Bitcoin and other digital assets are novel assets, and are subject to significant legal, commercial, regulatory and technical uncertainty.

Bitcoin and other digital assets are relatively novel and are subject to significant uncertainty, which could adversely impact their price. The application of state and federal securities laws and other laws and regulations to digital assets is unclear in certain respects, and it is possible that regulators in the United States or foreign countries may interpret or apply existing laws and regulations in a manner that adversely affects the price of bitcoin or the ability of individuals or institutions such as us to own or transfer bitcoin.

The U.S. federal government, states, regulatory agencies, and foreign countries may also enact new laws and regulations, or pursue regulatory, legislative, enforcement or judicial actions, that could materially impact the price of bitcoin or the ability of individuals or institutions such as us to own or transfer bitcoin. For example, within the past several years:

•        President Trump signed an executive order instructing a working group comprised of representatives from key federal agencies to evaluate measures that can be taken to provide regulatory clarity and certainty built on technology-neutral regulations for individuals and firms involved in digital assets, including through well-defined jurisdictional regulatory boundaries;

•        the European Union adopted Markets in Crypto Assets Regulation (“MiCA”), a comprehensive digital asset regulatory framework for the issuance and use of digital assets, like bitcoin;

•        in June 2023, the SEC filed complaints against Binance Holdings Ltd. and Coinbase, Inc., and their respective affiliated entities, relating to, among other claims, that each party was operating as an unregistered securities exchange, broker, dealer, and clearing agency;

•        in November 2023, the SEC filed a complaint against Payward Inc. and Payward Ventures Inc., together known as Kraken, alleging, among other claims, that Kraken’s crypto trading platform was operating as an unregistered securities exchange, broker, dealer, and clearing agency;

•        in June 2023, the United Kingdom adopted and implemented the Financial Services and Markets Act 2023 (“FSMA 2023”), which regulates market activities in “cryptoassets;”

•        in November 2023, Binance Holdings Ltd. and its then chief executive officer reached a settlement with the U.S. Department of Justice, CFTC, the U.S. Department of Treasury’s Office of Foreign Asset Control, and the Financial Crimes Enforcement Network to resolve a multi-year investigation by the agencies and a civil suit brought by the CFTC, pursuant to which Binance Holdings Ltd. agreed to, among other things, pay $4.3 billion in penalties across the four agencies and to discontinue its operations in the United States; and

•        in China, the People’s Bank of China and the National Development and Reform Commission have outlawed cryptocurrency mining and declared all cryptocurrency transactions illegal within the country.

It is not possible to predict whether, or when, new laws will be enacted that change the legal framework governing digital assets or provide additional authorities to the SEC or other regulators, or whether, or when, any other federal, state or foreign legislative bodies will take any similar actions. It is also not possible to predict the nature of any such additional laws or authorities, how additional legislation or regulatory oversight might impact the ability of digital asset markets to function, the willingness of financial and other institutions to continue to provide services to the digital assets industry, or how any new laws or regulations, or changes to existing laws or regulations, might impact the value of digital assets generally and bitcoin specifically. The consequences of any new law or regulation relating to digital assets and digital asset activities could adversely affect the market price of bitcoin, as well as our ability to hold or transact in bitcoin, and in turn adversely affect the market price of our listed securities.

Moreover, the risks of engaging in a bitcoin strategy are relatively novel and have created, and could continue to create, complications due to the lack of experience that third parties have with companies engaging in such a strategy, such as increased costs of director and officer liability insurance or the potential inability to obtain such coverage on acceptable terms in the future.

The growth of the digital assets industry in general, and the use and acceptance of bitcoin in particular, may also impact the price of bitcoin and is subject to a high degree of uncertainty. The pace of worldwide growth in the adoption and use of bitcoin may depend, for instance, on public familiarity with digital assets, ease of buying, accessing or gaining exposure to bitcoin, institutional demand for bitcoin as an investment asset, the participation of traditional financial institutions in the digital assets industry, consumer demand for bitcoin as a store of value or means of payment, and the availability and popularity of alternatives to bitcoin. Even if growth in bitcoin adoption occurs in the near or medium-term, there is no assurance that bitcoin usage will continue to grow over the long-term.

Because bitcoin has no physical existence beyond the record of transactions on the Bitcoin blockchain, a variety of technical factors related to the Bitcoin blockchain could also impact the price of bitcoin. For example, malicious attacks by miners, inadequate mining fees to incentivize validating of bitcoin transactions, hard “forks” of the Bitcoin blockchain into multiple blockchains, and advances in digital computing, algebraic geometry, and quantum computing could undercut the integrity of the Bitcoin blockchain and negatively affect the price of bitcoin. The liquidity of bitcoin may also be reduced and damage to the public perception of bitcoin may occur, if financial institutions were to deny or limit banking services to businesses that hold bitcoin, provide bitcoin-related services or accept bitcoin as payment, which could also decrease the price of bitcoin. Actions by U.S. banking regulators, such as the issuance in February 2023 by Federal banking agencies of the “Interagency Liquidity Risk Statement,” which cautioned banks on contagion risks posed by providing services to digital assets customers, and similar actions, have in the past resulted in or contributed to reductions in access to banking services for bitcoin-related customers and service providers, or the willingness of traditional financial institution to participate in markets for digital assets. The liquidity of bitcoin may also be impacted to the extent that changes in applicable laws and regulatory requirements negatively impact the ability of exchanges and trading venues to provide services for bitcoin and other digital assets.

The availability of spot ETPs for bitcoin and other digital assets may adversely affect the market price of our listed securities.

Although bitcoin and other digital assets have experienced a surge of investor attention since bitcoin was invented in 2008, until recently investors in the United States had limited means to gain direct exposure to bitcoin through traditional investment channels, and instead generally were only able to hold bitcoin through “hosted” wallets provided by digital asset service providers or through “unhosted” wallets that expose the investor to risks associated with loss or hacking of their private keys. Given the relative novelty of digital assets, general lack of familiarity with the processes needed to hold bitcoin directly, as well as the potential reluctance of financial planners and advisers to recommend direct bitcoin holdings to their retail customers because of the manner in which such holdings are custodied, some investors have sought exposure to bitcoin through investment vehicles that hold bitcoin and issue shares representing fractional undivided interests in their underlying bitcoin holdings. These vehicles, which were previously offered only to “accredited investors” on a private placement basis, have in the past traded at substantial premiums to net asset value, possibly due to the relative scarcity of traditional investment vehicles providing investment exposure to bitcoin.

On January 10, 2024, the SEC approved the listing and trading of spot bitcoin ETPs, the shares of which can be sold in public offerings and are traded on U.S. national securities exchanges. The approved ETPs commenced trading directly to the public on January 11, 2024, with a trading volume of $4.6 billion on the first trading day. To the extent investors view our common stock as providing exposure to bitcoin, it is possible that the value of our common stock may also have included a premium over the value of our bitcoin due to the prior scarcity of traditional investment vehicles providing investment exposure to bitcoin, and that the value of our common stock may decline due to investors now having a greater range of options to gain exposure to bitcoin and investors choosing to gain such exposure through ETPs rather than our common stock. Additionally, on May 23, 2024, the SEC approved rule changes permitting the listing and trading of spot ETPs that invest in ether, the main crypto asset supporting the Ethereum blockchain. The approved spot ETPs commenced trading directly to the public on July 23, 2024. The listing and trading of spot ETPs for ether offers investors another alternative to gain exposure to digital assets, which could result in a decline in the trading price of bitcoin as well as a decline in the value of our common stock relative to the value of our bitcoin.

Although we are an operating company, and we believe we offer a different value proposition than a bitcoin investment vehicle such as a spot bitcoin ETP, investors may nevertheless view our common stock as an alternative to an investment in an ETP, and choose to purchase shares of a spot bitcoin ETP instead of our common stock. They may do so for a variety of reasons, including if they believe that ETPs offer a “pure play” exposure to bitcoin that is generally not subject to federal income tax at the entity level as we are, or the other risk factors applicable to an operating business, such as ours. Additionally, unlike spot bitcoin ETPs, we (i) do not seek for our shares of

common stock to track the value of the underlying bitcoin we hold before payment of expenses and liabilities, (ii) do not benefit from various exemptions and relief under the Securities Exchange Act of 1934, as amended, including Regulation M, and other securities laws, which enable ETPs to continuously align the value of their shares to the price of the underlying assets they hold through share creation and redemption, (iii) are a Utah corporation rather than a statutory trust, and do not operate pursuant to a trust agreement that would require us to pursue one or more stated investment objectives, and (iv) are not required to provide daily transparency as to our bitcoin holdings or our daily net asset value. Furthermore, recommendations by broker-dealers to buy, hold, or sell complex products and non-traditional ETPs, or an investment strategy involving such products, may be subject to additional or heightened scrutiny that would not be applicable to broker-dealers making recommendations with respect to our common stock. Based on how we are viewed in the market relative to ETPs, and other vehicles which offer economic exposure to bitcoin, such as bitcoin futures exchange-traded funds (“ETFs”), leveraged bitcoin futures ETFs, and similar vehicles offered on international exchanges, any premium or discount in our common stock relative to the value of our bitcoin holdings may increase or decrease in different market conditions.

As a result of the foregoing factors, availability of spot ETPs for bitcoin and other digital assets could have a material adverse effect on the market price of our listed securities.

Our bitcoin strategy subjects us to enhanced regulatory oversight.

As noted above, several spot bitcoin ETPs have received approval from the SEC to list their shares on a U.S. national securities exchange with continuous share creation and redemption at net asset value. Even though we are not, and do not function in the manner of, a spot bitcoin ETP, it is possible that we nevertheless could face regulatory scrutiny from the SEC or other federal or state agencies due to our bitcoin holdings.

In addition, there has been increasing focus on the extent to which digital assets can be used to launder the proceeds of illegal activities, fund criminal or terrorist activities, or circumvent sanctions regimes, including those sanctions imposed in response to the ongoing conflict between Russia and Ukraine. While we have implemented or intend to implement and maintain policies and procedures reasonably designed to promote compliance with applicable anti-money laundering and sanctions laws and regulations and take care to only acquire our bitcoin through entities subject to anti-money laundering regulation and related compliance rules in the United States, if we are found to have purchased any of our bitcoin from bad actors that have used bitcoin to launder money or persons subject to sanctions, we may be subject to regulatory proceedings and any further transactions or dealings in bitcoin by us may be restricted or prohibited.

Although our bitcoin holdings do not currently serve as collateral securing any of our outstanding indebtedness as of the date hereof, we may incur indebtedness or enter into other financial instruments in the future that may be collateralized by our bitcoin holdings. We may also consider pursuing strategies to create income streams or otherwise generate funds using our bitcoin holdings. These types of bitcoin-related transactions are the subject of enhanced regulatory oversight. These and any other bitcoin-related transactions we may enter into, beyond simply acquiring and holding bitcoin, may subject us to additional regulatory compliance requirements and scrutiny, including under Federal and state money services regulations, money transmitter licensing requirements and various commodity and securities laws and regulations.

Additional laws, guidance and policies may be issued by domestic and foreign regulators following the filing for Chapter 11 bankruptcy protection by FTX, one of the world’s largest cryptocurrency exchanges, in November 2022. While the financial and regulatory fallout from FTX’s collapse did not directly impact our business, financial condition or corporate assets, the FTX collapse may have increased regulatory focus on the digital assets industry. Increased enforcement activity and changes in the regulatory environment, including changing interpretations and the implementation of new or varying regulatory requirements by the government or any new legislation affecting bitcoin, as well as enforcement actions involving or impacting our trading venues, counterparties and custodians, may impose significant costs or significantly limit our ability to hold and transact in bitcoin.

In addition, private actors that are wary of bitcoin or the regulatory concerns associated with bitcoin have in the past taken and may in the future take further actions that may have an adverse effect on our business or the market price of our listed securities.

Due to the unregulated nature and lack of transparency surrounding the operations of many bitcoin trading venues, bitcoin trading venues may experience greater fraud, security failures or regulatory or operational problems than trading venues for more established asset classes, which may result in a loss of confidence in bitcoin trading venues and adversely affect the value of our bitcoin.

Bitcoin trading venues are relatively new and, in many cases, unregulated. Furthermore, there are many bitcoin trading venues which do not provide the public with significant information regarding their ownership structure, management teams, corporate practices and regulatory compliance. As a result, the marketplace may lose confidence in bitcoin trading venues, including prominent exchanges that handle a significant volume of bitcoin trading and/or are subject to regulatory oversight, in the event one or more bitcoin trading venues cease or pause for a prolonged period the trading of bitcoin or other digital assets, or experience fraud, significant volumes of withdrawal, security failures or operational problems.

In 2019 there were reports claiming that 80-95% of bitcoin trading volume on trading venues was false or non-economic in nature, with specific focus on unregulated exchanges located outside of the United States. The SEC also alleged as part of its June 5, 2023 complaint against Binance Holdings Ltd. that Binance committed strategic and targeted “wash trading” through its affiliates to artificially inflate the volume of certain digital assets traded on its exchange. The SEC has also brought recent actions against individuals and digital asset market participants alleging that such persons artificially increased trading volumes in certain digital assets through wash trades, or repeated buying and selling of the same assets in fictitious transactions to manipulate their underlying trading price. Such reports and allegations may indicate that the bitcoin market is significantly smaller than expected and that the United States makes up a significantly larger percentage of the bitcoin market than is commonly understood. Any actual or perceived wash trading in the bitcoin market, and any other fraudulent or manipulative acts and practices, could adversely affect the value of our bitcoin. Negative perception, a lack of stability in the broader bitcoin markets and the closure, temporary shutdown or operational disruption of bitcoin trading venues, lending institutions, institutional investors, institutional miners, custodians, or other major participants in the bitcoin ecosystem, due to fraud, business failure, cybersecurity events, government-mandated regulation, bankruptcy, or for any other reason, may result in a decline in confidence in bitcoin and the broader bitcoin ecosystem and greater volatility in the price of bitcoin. As the price of our listed securities is affected by the value of our bitcoin holdings, the failure of a major participant in the bitcoin ecosystem could have a material adverse effect on the market price of our listed securities.

The concentration of our bitcoin holdings enhances the risks inherent in our bitcoin strategy.

We have and intend to purchase bitcoin and increase our overall holdings of bitcoin in the future. The intended concentration of our bitcoin holdings limits the risk mitigation that we could achieve if we were to purchase a more diversified portfolio of treasury assets, and the absence of diversification enhances the risks inherent in our bitcoin strategy. The price of bitcoin experienced a significant decline in 2022, and any similar future significant declines in the price of bitcoin could have a more pronounced impact on our financial condition than if we used our cash to purchase a more diverse portfolio of assets.

The emergence or growth of other digital assets, including those with significant private or public sector backing, could have a negative impact on the price of bitcoin and adversely affect our business.

As a result of our bitcoin strategy, our assets are concentrated in our bitcoin holdings. Accordingly, the emergence or growth of digital assets other than bitcoin may have a material adverse effect on our financial condition. As of May 2025, bitcoin was the largest digital asset by market capitalization. However, there are numerous alternative digital assets and many entities, including consortiums and financial institutions, are researching and investing resources into private or permissioned blockchain platforms or digital assets that do not use proof-of-work mining like the Bitcoin network. For example, in late 2022, the Ethereum network transitioned to a “proof-of-stake” mechanism for validating transactions that requires significantly less computing power than proof-of-work mining. The Ethereum network has completed another major upgrade since then and may undertake additional upgrades in the future. If the mechanisms for validating transactions in Ethereum and other alternative digital assets are perceived as superior to proof-of-work mining, those digital assets could gain market share relative to bitcoin.

Other alternative digital assets that compete with bitcoin in certain ways include “stablecoins,” which are designed to maintain a constant price because of, for instance, their issuers’ promise to hold high-quality liquid assets (such as U.S. dollar deposits and short-term U.S. treasury securities) equal to the total value of stablecoins in circulation. Stablecoins have grown rapidly as an alternative to bitcoin and other digital assets as a medium of exchange and store of value, particularly on digital asset trading platforms.

Additionally, central banks in some countries have started to introduce digital forms of legal tender. For example, China’s CBDC project was made available to consumers in January 2022, and governments including the United States, the United Kingdom, the European Union, and Israel have been discussing the potential creation of new CBDCs. Whether or not they incorporate blockchain or similar technology, CBDCs, as legal tender in the issuing jurisdiction, could also compete with, or replace, bitcoin and other digital assets as a medium of exchange or store of value. As a result, the emergence or growth of these or other digital assets could cause the market price of bitcoin to decrease, which could have a material adverse effect on our business, prospects, financial condition, and operating results.

Our bitcoin holdings are and will be less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents.

Historically, the bitcoin market has been characterized by significant volatility in price, limited liquidity and trading volumes compared to sovereign currencies markets, relative anonymity, a developing regulatory landscape, potential susceptibility to market abuse and manipulation, compliance and internal control failures at exchanges, and various other risks inherent in its entirely electronic, virtual form and decentralized network. During times of market instability, we may not be able to sell our bitcoin at favorable prices or at all. For example, a number of bitcoin trading venues temporarily halted deposits and withdrawals in 2022, although the Coinbase exchange (a major U.S.-based crypto exchange) has, to date, not done so. As a result, our bitcoin holdings may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents. Further, bitcoin we hold with our custodians and transact with our trade execution partners will not enjoy the same protections as are available to cash or securities deposited with or transacted by institutions subject to regulation by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation. Additionally, we may be unable to enter into term loans or other capital raising transactions collateralized by our unencumbered bitcoin or otherwise generate funds using our bitcoin holdings, including in particular during times of market instability or when the price of bitcoin has declined significantly. If we are unable to sell our bitcoin, enter into additional capital raising transactions, including capital raising transactions using bitcoin as collateral, or otherwise generate funds using our bitcoin holdings, or if we are forced to sell our bitcoin at a significant loss, in order to meet our working capital requirements, our business and financial condition could be negatively impacted.

If we or our third-party service providers experience a security breach or cyberattack and unauthorized parties obtain access to our bitcoin, or if our private keys are lost or destroyed, or other similar circumstances or events occur, we may lose some or all of our bitcoin and our financial condition and results of operations could be materially adversely affected.

Substantially all of the bitcoin we own will be held in custody accounts at institutional-grade digital asset custodians. Security breaches and cyberattacks are of particular concern with respect to our bitcoin. Bitcoin and other blockchain-based cryptocurrencies and the entities that provide services to participants in the bitcoin ecosystem have been, and may in the future be, subject to security breaches, cyberattacks, or other malicious activities. A successful security breach or cyberattack could result in:

•        a partial or total loss of our bitcoin in a manner that may not be covered by insurance or the liability provisions of the custody agreements with the custodians who hold our bitcoin;

•        harm to our reputation and brand;

•        improper disclosure of data and violations of applicable data privacy and other laws; or

•        significant regulatory scrutiny, investigations, fines, penalties, and other legal, regulatory, contractual and financial exposure.

Further, any actual or perceived data security breach or cybersecurity attack directed at other companies with digital assets or companies that operate digital asset networks, regardless of whether we are directly impacted, could lead to a general loss of confidence in the broader Bitcoin blockchain ecosystem or in the use of the Bitcoin network to conduct financial transactions, which could negatively impact us.

Attacks upon systems across a variety of industries, including industries related to bitcoin, are increasing in frequency, persistence, and sophistication, and, in many cases, are being conducted by sophisticated, well-funded and organized groups and individuals, including state actors. The techniques used to obtain unauthorized, improper or illegal access to systems and information (including personal data and digital assets), disable or degrade services, or sabotage systems are constantly evolving, may be difficult to detect quickly, and often are not recognized or detected until after they have been launched against a target. These attacks may occur on our systems or those of our third-party service providers or partners. We may experience breaches of our security measures due to human error, malfeasance, insider threats, system errors or vulnerabilities or other irregularities. In particular, unauthorized parties have attempted, and we expect that they will continue to attempt, to gain access to our systems and facilities, as well as those of our partners and third-party service providers, through various means, such as hacking, social engineering, phishing and fraud. Threats can come from a variety of sources, including criminal hackers, hacktivists, state-sponsored intrusions, industrial espionage, and insiders. In addition, certain types of attacks could harm us even if our systems are left undisturbed. For example, certain threats are designed to remain dormant or undetectable, sometimes for extended periods of time, or until launched against a target and we may not be able to implement adequate preventative measures. Further, there has been an increase in such activities due to the increase in work-from-home arrangements since the onset of the COVID-19 pandemic. The risk of cyberattacks could also be increased by cyberwarfare in connection with the ongoing Russia-Ukraine and Israel-Hamas conflicts, or other future conflicts, including potential proliferation of malware into systems unrelated to such conflicts. Any future breach of our operations or those of others in the bitcoin industry, including third-party services on which we rely, could materially and adversely affect our business.

We may face risks relating to the custody of our bitcoin, including the loss or destruction of private keys required to access our bitcoin and cyberattacks or other data loss relating to our bitcoin.

We intend to hold our bitcoin with regulated custodians at U.S.-based, institutional-grade custodians that have demonstrated records of regulatory compliance and information security. We did not anticipate that our custodial services contracts will restrict our ability to reallocate our bitcoin among our custodians, and our bitcoin holdings may be concentrated with a single custodian from time to time. If there is a decrease in the availability of digital asset custodians that we believe can safely custody our bitcoin, for example, due to regulatory developments or enforcement actions that cause custodians to discontinue or limit their services in the United States, we may need to enter into agreements that are less favorable than our current agreements or take other measures to custody our bitcoin, and our ability to seek a greater degree of diversification in the use of custodial services would be materially adversely affected.

Our insurance may only cover losses of a small fraction of the value of the entirety of our bitcoin holdings, and there can be no guarantee that such insurance will be maintained as part of the custodial services we will have or that such coverage will cover losses with respect to our bitcoin. Moreover, our use of custodians exposes us to the risk that the bitcoin our custodians hold on our behalf could be subject to insolvency proceedings and we could be treated as a general unsecured creditor of the custodian, inhibiting our ability to exercise ownership rights with respect to such bitcoin. Any loss associated with such insolvency proceedings is unlikely to be covered by any insurance coverage we maintain related to our bitcoin.

Bitcoin is controllable only by the possessor of both the unique public key and private key(s) relating to the local or online digital wallet in which the bitcoin is held. While the Bitcoin blockchain ledger requires a public key relating to a digital wallet to be published when used in a transaction, private keys must be safeguarded and kept private in order to prevent a third party from accessing the bitcoin held in such wallet. To the extent the private key(s) for a digital wallet are lost, destroyed, or otherwise compromised and no backup of the private key(s) is accessible, neither we nor our custodians will be able to access the bitcoin held in the related digital wallet. Furthermore, we cannot provide assurance that our digital wallets, nor the digital wallets of our custodians held on our behalf, will not be compromised as a result of a cyberattack. The bitcoin and blockchain ledger, as well as other digital assets and blockchain technologies, have been, and may in the future be, subject to security breaches, cyberattacks, or other malicious activities.

Regulatory change reclassifying bitcoin as a security could lead to our classification as an “investment company” under the Investment Company Act of 1940 and could adversely affect the market price of bitcoin and the market price of our listed securities.

Our assets are concentrated in our bitcoin holdings. While senior SEC officials have stated their view that bitcoin is not a “security” for purposes of the federal securities laws, a contrary determination by the SEC could lead to our classification as an “investment company” under the Investment Company Act of 1940, which would subject us to significant additional regulatory controls that could have a material adverse effect on our ability to execute on our bitcoin strategy, and our business and operations and may also require us to substantially change the manner in which we conduct our business.

In addition, if bitcoin is determined to constitute a security for purposes of the federal securities laws, the additional regulatory restrictions imposed by such a determination could adversely affect the market price of bitcoin and in turn adversely affect the market price of our listed securities.

We are not subject to legal and regulatory obligations that apply to investment companies such as mutual funds and exchange-traded funds, or to obligations applicable to investment advisers.

Mutual funds, ETFs and their directors and management are subject to extensive regulation as “investment companies” and “investment advisers” under U.S. federal and state law; this regulation is intended for the benefit and protection of investors. We are not subject to, and do not otherwise voluntarily comply with, these laws and regulations. This means, among other things, that the execution of or changes to our Treasury Reserve Policy or our bitcoin strategy, our use of leverage, the manner in which our bitcoin is custodied, our ability to engage in transactions with affiliated parties and our operating and investment activities generally are not subject to the extensive legal and regulatory requirements and prohibitions that apply to investment companies and investment advisers. Our board of directors has broad discretion over the investment, leverage and cash management policies it authorizes, whether in respect of our bitcoin holdings or other activities we may pursue, and has the power to change our current policies, including our strategy of acquiring and holding bitcoin.

Our bitcoin strategy exposes us to risk of non-performance by counterparties.

Our bitcoin strategy exposes us to the risk of non-performance by counterparties, whether contractual or otherwise. Risk of non-performance includes inability or refusal of a counterparty to perform because of a deterioration in the counterparty’s financial condition and liquidity or for any other reason. For example, our execution partners, custodians, or other counterparties might fail to perform in accordance with the terms of our agreements with them, which could result in a loss of bitcoin, a loss of the opportunity to generate funds, or other losses.

Our primary counterparty risk with respect to our bitcoin is custodian performance obligations under the custody arrangements we have entered into. A series of relatively recent high-profile bankruptcies, closures, liquidations, regulatory enforcement actions and other events relating to companies operating in the digital asset industry, including the filings for bankruptcy protection by Three Arrows Capital, Celsius Network, Voyager Digital, FTX Trading and Genesis Global Capital, among others, and the filing and subsequent settlement of a civil fraud lawsuit by the New York Attorney General against Genesis Global Capital, its parent company Digital Currency Group, Inc., and former partner Gemini Trust Company have highlighted the perceived and actual counterparty risk applicable to digital asset ownership and trading. Although these bankruptcies, closures and liquidations have not resulted in any loss or misappropriation of our bitcoin, nor have such events adversely impacted our access to our bitcoin, legal precedent created in these bankruptcy and other proceedings may increase the risk of future rulings adverse to our interests in the event one or more of our custodians becomes a debtor in a bankruptcy case or is the subject of other liquidation, insolvency or similar proceedings.

While our custodians are subject to regulatory regimes intended to protect customers in the event of a custodial bankruptcy, receivership or similar insolvency proceeding, no assurance can be provided that our custodially-held bitcoin will not become part of the custodian’s insolvency estate if one or more of our custodians enters bankruptcy, receivership or similar insolvency proceedings. Additionally, if we pursue any strategies to create income streams or otherwise generate funds using our bitcoin holdings, we would become subject to additional counterparty risks. Any significant non-performance by counterparties, including in particular the custodians with which we custody substantially all of our bitcoin, could have a material adverse effect on our business, prospects, financial condition, and operating results.

Risks Related to Merger

Because the exchange ratio of the merger consideration is fixed, the number of shares of Company Common Stock to be received in connection with the Merger will not change between the date of signing and the time the Merger is completed to reflect changes in the trading prices of Company Common Stock.

Because the exchange ratio for the merger consideration is fixed and will not be adjusted to reflect changes in the trading prices of Company Common Stock between the signing of the Merger Agreement and the completion of the Merger, the value of the shares that KindlyMD stockholders receive may be significantly different from the market value of Company Common Stock at the time the transaction is completed. If the market price of Company Common Stock increases prior to the closing, recipients of Company Common Stock in the Merger may receive shares with a market value lower than the prevailing trading price. Conversely, if the market price decreases, the value of the consideration received may be higher than the then-current market price. As a result, the fixed nature of the exchange ratio exposes stockholders and investors to the risk of fluctuations in the market price of Company Common Stock, which could adversely affect the perceived and actual value of their investment at the time of closing.

We intend to use the net proceeds from this offering primarily to purchase bitcoin, the price of which has been, and will likely continue to be, highly volatile.

We intend to use the net proceeds from this offering primarily to purchase bitcoin. The price of bitcoin has historically been, and is expected to continue to be, highly volatile and subject to significant fluctuations over short periods of time. As a result, the value of our bitcoin holdings could decrease substantially after the offering, which could have a material adverse effect on our financial condition and results of operations. Factors contributing to bitcoin’s volatility include, but are not limited to, changes in market sentiment, regulatory developments, technological advancements, security breaches, and macroeconomic trends. There can be no assurance that the value of bitcoin will not decline or that we will be able to liquidate our Bitcoin holdings at favorable prices, if at all. Consequently, investors in this offering may be exposed to the risk of significant losses due to the unpredictable nature of bitcoin’s price movements.

We have broad discretion in the use of a portion of the net proceeds from the PIPE Financing and you will not have the opportunity as of this process to assess whether such net proceeds are being used in a manner of which you approve.

We will have broad discretion over the use of a portion of the net proceeds from the PIPE Financing, and our management will have significant flexibility in applying those funds. As a result, investors will not have the opportunity, as of the time of this offering, to assess or influence whether the net proceeds are being used in a manner that they consider appropriate or desirable. Our decisions regarding the use of proceeds may not improve our business, financial condition, or results of operations and could be used for purposes that do not yield a favorable return or that increase the risk profile of our company. The failure by management to apply these funds effectively could have a material adverse effect on our business, prospects, financial condition, and results of operations.

The Merger Agreement limits KindlyMD’s ability to pursue alternatives to the Merger, which may discourage other companies from making a favorable alternative transaction proposal and, in specified circumstances, could require KindlyMD to pay Nakamoto a termination fee.

The Merger Agreement contains provisions that restrict each party’s ability to solicit, initiate, or encourage competing acquisition proposals from third parties. Under the terms of the Merger Agreement, both KindlyMD and Nakamoto are generally prohibited from engaging in discussions or negotiations with, or providing confidential information to, any third party regarding an alternative transaction, except in limited circumstances where the board of directors of either party determines in good faith that an unsolicited proposal may reasonably be expected to result in a superior offer and that failure to engage in such discussions would be inconsistent with its fiduciary duties.

Even if the board of directors of KindlyMD or Nakamoto changes, withdraws, or modifies its recommendation regarding the Merger in response to a superior proposal or intervening event, unless the Merger Agreement is terminated in accordance with its terms, both parties are still required to submit the merger proposal to a vote of their respective shareholders or members. Additionally, the Merger Agreement typically provides each party with an opportunity to match or improve upon any competing proposal before the other party’s board may change its recommendation.

Furthermore, the Merger Agreement provides that, under specified circumstances — such as if either KindlyMD or Nakamoto terminates the agreement to accept a superior proposal from a third party — the terminating party may be required to pay a termination fee to the other party. The obligation to pay this fee could discourage other companies from making a competing proposal that might otherwise be more favorable to KindlyMD’s shareholders. The payment of a termination fee could also have a material adverse effect on the financial condition of the party required to make such payment.

As a result, these provisions may limit the ability of KindlyMD to pursue alternative transactions that could be more advantageous to their respective shareholders, and may reduce the likelihood of receiving a competing proposal. Investors should be aware that these restrictions and the potential for a termination fee could adversely affect the value they ultimately receive in connection with the Merger.

These provisions could also discourage a potential third-party acquirer or other strategic transaction partner that might have an interest in KindlyMD from considering or pursuing an alternative transaction with either party or proposing such a transaction, even if it were prepared to pay consideration with a higher per share value than the total value proposed to be paid or received in the Merger. These provisions might also result in a potential third-party acquirer or other strategic transaction partner proposing to pay a lower price than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances.

Completion of the Merger may trigger change in control or other provisions in certain agreements to which KindlyMD or any of its respective subsidiaries or joint ventures is a party.

The completion of the Merger may trigger change in control or other provisions in certain agreements to which KindlyMD or any of their respective subsidiaries or joint ventures is a party. If KindlyMD is unable to negotiate waivers of those provisions, the counterparties may exercise their rights and remedies under such agreements, potentially terminate such agreements, or seek monetary damages. Even if KindlyMD is able to negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate such agreements on terms less favorable to KindlyMD or the applicable subsidiary or joint venture.

KindlyMD is expected to incur significant transaction costs in connection with the Merger, which may be in excess of those anticipated by them.

KindlyMD has incurred and is expected to continue to incur a number of non-recurring costs associated with negotiating and completing the Merger, combining the operations of the companies and achieving desired synergies. These costs have been, and will continue to be, substantial and, in many cases, will be borne by KindlyMD and Nakamoto whether or not the Merger is completed. A substantial majority of non-recurring expenses will consist of transaction costs and include, among others, fees paid to financial, legal, accounting and other advisors, employee retention, severance and benefit costs, and filing fees. KindlyMD will also incur costs related to formulating and implementing integration plans, including facilities and systems consolidation costs and other employment-related costs. KindlyMD will continue to assess the magnitude of these costs, and additional unanticipated costs may be incurred in connection with the Merger and the integration of the companies’ businesses. While KindlyMD and Nakamoto have assumed that a certain level of expenses would be incurred, there are many factors beyond their control that could affect the total amount or the timing of the expenses. The elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, may not offset integration-related costs and achieve a net benefit in the near term or at all. The costs described above and any unanticipated costs and expenses, many of which will be borne by KindlyMD or Nakamoto even if the Merger is not completed, could have an adverse effect on KindlyMD’s financial condition and operating results.

The failure to successfully combine the businesses of KindlyMD and Nakamoto in the expected time frame may adversely affect Nakamoto’s future results, which may adversely affect the value of the Company Common Stock that KindlyMD stockholders would receive in the Merger.

The success of the Merger will depend, in part, on the ability of Nakamoto to realize the anticipated benefits from combining the businesses of KindlyMD and Nakamoto. To realize these anticipated benefits, KindlyMD’s and Nakamoto’s businesses must be successfully combined. If the Combined Company is not able to achieve these objectives, the anticipated benefits of the Merger may not be realized fully or at all or may take longer to realize than expected. In addition, the actual integration may result in additional and unforeseen expenses, which could reduce the anticipated benefits of the Merger.

KindlyMD and Nakamoto, including their respective subsidiaries, have operated and, until the completion of the Merger, will continue to operate independently. It is possible that the integration process could result in the loss of key employees, as well as the disruption of each company’s ongoing businesses or inconsistencies in their standards, controls, procedures and policies. Any or all of those occurrences could adversely affect the Combined Company’s ability to maintain relationships with customers and employees after the merger or to achieve the anticipated benefits of the Merger. Integration efforts between the two companies will also divert management attention and resources. These integration matters could have an adverse effect on KindlyMD.

Completion of the Merger is subject to a number of conditions, including certain conditions that may not be satisfied or completed on a timely basis or at all.

The completion of the Merger is contingent upon the satisfaction or waiver of a number of conditions, some of which are beyond our control. These conditions include, but are not limited to securing necessary shareholder consents and the absence of any legal restraints or prohibitions. There can be no assurance that all of these conditions will be satisfied or, if permissible, waived, or that they will be satisfied or waived in a timely manner. Failure to satisfy any of these conditions could result in the Merger being delayed or not being completed at all. Any delay or failure to complete the Merger could result in significant costs, the loss of potential benefits, and could have a material adverse effect on our business, financial condition, and results of operations. Additionally, the uncertainty associated with the pending Merger may disrupt our business or negatively impact our relationships with customers, employees, and other business partners.

There is no guarantee that the Combined Company will acquire either of BTC Inc. or UTXO (through any agreements it has with BTC Inc) at a future date. If the Combined Company acquires BTC Inc. or UTXO at a future date, existing shareholders may experience substantial dilution.

There can be no assurance that the Combined Company will acquire BTC Inc. (or UTXO through any agreements it has with BTC Inc) at any time in the future. The completion of any such acquisition would be subject to the negotiation and execution of definitive agreements, the satisfaction of various closing conditions, and the receipt of any required regulatory or third-party approvals, among other factors, many of which are outside the control of the Combined Company. As a result, there is no guarantee that any acquisition of BTC Inc. or UTXO will occur, or, if it does occur, that it will be completed on terms favorable to the Combined Company or its shareholders.

If the Combined Company does acquire BTC Inc. or UTXO in the future, it is expected that the consideration for such acquisition may include the issuance of additional shares of the Combined Company’s common stock or other equity securities. Any such issuance would dilute the ownership interests of existing shareholders and could adversely affect the market price of the Combined Company’s common stock. Furthermore, the terms of any future acquisition, including the amount and type of consideration to be paid, may not be favorable to existing shareholders and could have a material adverse effect on the Combined Company’s business, financial condition, and results of operations.

The Merger will involve substantial costs and will require substantial management resources.

The Merger will involve significant costs and will require the dedication of substantial management resources. The Combined Company expects to incur a variety of expenses related to the completion of the Merger, including legal, accounting, financial advisory, and other professional fees, as well as costs associated with integrating the businesses, systems, and operations of the merging entities. These expenses may be higher than anticipated and could adversely affect the Combined Company’s financial condition and results of operations.

In addition, the process of planning and implementing the Merger will require significant attention from the Combined Company’s management and key personnel, which may divert their focus from the day-to-day operation of the business and the pursuit of other strategic opportunities. This diversion of resources could negatively impact the Combined Company’s ability to effectively manage its existing operations, respond to market developments, or achieve its business objectives. If the anticipated benefits of the Merger are not realized in a timely manner, or at all, the costs and management resources expended in connection with the Merger could have a material adverse effect on the Combined Company’s business, financial condition, and results of operations.

The termination of the Merger Agreement could require us to pay a termination fee, which could require us to use available cash that would have otherwise been available for general corporate purposes.

If the Merger Agreement is terminated under certain circumstances, the Company may be required to pay a significant termination fee to the other party. The obligation to pay this fee could arise if, for example, the Company decides to enter into an alternative transaction, fails to obtain necessary shareholder or regulatory approvals, or if other specified events occur as outlined in the Merger Agreement.

Payment of a termination fee could have a material adverse effect on the Company’s financial position. The fee may need to be funded from the Company’s available cash or other liquid resources, which would otherwise be used for general corporate purposes, such as funding operations, investing in growth opportunities, or meeting other financial obligations. As a result, the payment of a termination fee could reduce the Company’s financial flexibility, limit its ability to pursue strategic initiatives, and negatively impact its liquidity and capital resources. There can be no assurance that the Company would be able to replace the cash used to pay the termination fee on favorable terms, or at all.

While the Merger Agreement is in effect, we are subject to standard restrictions on our conduct and business activities, which could adversely affect our business, financial results and financial condition.

The Merger Agreement generally requires us to operate our business in the ordinary course, subject to certain exceptions, including as required by applicable law, pending consummation of the Merger, and subjects us to customary interim operating covenants that restrict us, without Nakamoto’s approval, from taking certain specified actions until the Merger is completed or the Merger Agreement is terminated in accordance with its terms. These restrictions could prevent us from pursuing certain business opportunities that may arise prior to the consummation of the Merger and may adversely affect our ability to execute our business strategies and attain financial and other goals and may adversely impact our business, results of operations and financial condition.

The Merger may create disruption and uncertainty for employees.

KindlyMD is dependent on the experience and industry knowledge of their respective officers and other key employees to execute their business plans. The Combined Company’s success after the Merger will depend in part upon its ability to retain key management personnel and other key employees of KindlyMD. Current and prospective employees of KindlyMD may experience uncertainty about their roles within the Combined Company following the Merger or other concerns regarding the timing and completion of the Merger or the operations of the Combined Company following the Merger, of which may have an adverse effect on the ability of KindlyMD to retain or attract key management and other key personnel. If KindlyMD is unable to retain personnel, including key management, who are critical to the future operations of the companies, KindlyMD could face disruptions in its operations, loss of existing customers, loss of key information, expertise or know-how and unanticipated additional recruitment and training costs. In addition, the loss of key personnel could diminish the anticipated benefits of the Merger. No assurance can be given that the Combined Company, following the Merger, will be able to retain or attract key management personnel and other key employees to the same extent that KindlyMD has previously been able to retain or attract its own employees.

Litigation relating to the Merger could result in an injunction preventing completion of the Merger, substantial costs to KindlyMD and/or may adversely affect KindlyMD’s business, financial condition or results of operations following the Merger.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into acquisition, merger or other business combination agreements. Even if such a lawsuit is without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on KindlyMD’s liquidity and financial condition.

Lawsuits that may be brought against KindlyMD or its respective directors could also seek, among other things, injunctive relief or other equitable relief, including a request to rescind parts of the Merger Agreement already implemented and to otherwise enjoin the parties from consummating the Merger. One of the conditions to the closing of the Merger is that no injunction by any court or other tribunal of competent jurisdiction has been entered and continues to be in effect and no law has been adopted or is effective, in either case that prohibits or makes illegal the

closing of the Merger. Consequently, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Merger, that injunction may delay or prevent the Merger from being completed within the expected timeframe or at all, which may adversely affect KindlyMD’s business, financial position and results of operation.

There can be no assurance that any of the defendants will be successful in the outcome of any pending or any potential future lawsuits. The defense or settlement of any lawsuit or claim that remains unresolved at the time the merger is completed may adversely affect KindlyMD’s business, financial condition, results of operations and cash flows.

KindlyMD shareholders will not be entitled to appraisal rights in the Merger.

Under Utah law, holders of KindlyMD common stock do not have appraisal rights in connection with the Merger, as more fully described in “The Merger — No Appraisal Rights.”

The Company may be unable to integrate the businesses of KindlyMD and Nakamoto successfully or realize the anticipated benefits of the Merger and related Transactions.

The Merger involves the combination of two companies that currently operate as independent companies. The combination of two independent businesses is complex, costly and time consuming, and each of KindlyMD and Nakamoto will be required to devote significant management attention and resources to integrating the business practices and operations of KindlyMD and Nakamoto. Potential difficulties that KindlyMD and Nakamoto may encounter as part of the integration process include the following:

•        the inability to successfully combine the business of KindlyMD and Nakamoto in a manner that permits the Combined Company to achieve, on a timely basis, or at all, the enhanced revenue opportunities and cost savings and other benefits anticipated to result from the Merger;

•        complexities associated with managing the combined businesses, including difficulty addressing possible differences in operational philosophies and the challenge of integrating complex systems, technology, networks and other assets of each of the companies in a seamless manner that minimizes any adverse impact on customers, suppliers, employees and other constituencies;

•        the assumption of contractual obligations with less favorable or more restrictive terms; and

•        potential unknown liabilities and unforeseen increased expenses or delays associated with the Merger.

In addition, KindlyMD and Nakamoto have operated and, until the completion of the Merger, will continue to operate, independently. It is possible that the integration process could result in:

•        diversion of the attention of each company’s management; and

•        the disruption of, or the loss of momentum in, each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies.

Any of these issues could adversely affect each company’s ability to maintain relationships with customers, suppliers, employees and other constituencies or achieve the anticipated benefits of the Merger or could reduce each company’s earnings or otherwise adversely affect the business and financial results of the Combined Company following the Merger.

The trading price and volume of the Company may be volatile following the Merger and related Transactions.

The trading price and volume of the Combined Company common stock may be volatile following completion of the Merger. The stock markets in general have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of the Company Common Stock. As a result, Nakamoto shareholders who receive Company Common Stock may suffer a loss on their investment. Many factors may impair the market for the Company Common Stock and the ability of investors to sell shares at an attractive price and could also cause the market price and demand for the Company Common Stock to fluctuate substantially, which may negatively affect the price and liquidity of the Company Common Stock. Many of these factors and conditions are beyond the control of the Combined Company or the Combined Company shareholders.

The unaudited pro forma combined financial statements and the unaudited forecasted financial information prepared by KindlyMD and Nakamoto included in this information statement are based on a number of preliminary estimates and assumptions and the actual results of operations, cash flows and financial position of the Combined Company after the Merger may differ materially.

The unaudited pro forma information and the unaudited forecasted financial information in this information statement is presented for illustrative purposes only, has been prepared based on available information and certain assumptions and estimates that KindlyMD and Nakamoto believe are reasonable, and is not necessarily indicative of what KindlyMD’s actual financial position or results of operations would have been had the pro forma events been completed on the dates indicated. Further, the Combined Company’s actual results and financial position after the pro forma events occur may differ materially and adversely from the unaudited pro forma information included in this information statement. The unaudited pro forma combined financial statements have been prepared with KindlyMD as the accounting acquirer under United States generally accepted accounting principles (“GAAP”) and reflect adjustments based upon preliminary estimates of the fair value of assets to be acquired and liabilities to be assumed.

The opinion of KindlyMD’s financial advisor will not reflect changes in circumstances between the signing of the Merger Agreement and the completion of the Merger.

KindlyMD has received an opinion from its financial advisor in connection with the signing of the Merger Agreement but has not obtained any updated opinion from its financial advisor as of the date of this information statement. Changes in the operations and prospects of KindlyMD, general market and economic conditions and other factors that may be beyond the control of KindlyMD, and on which KindlyMD’s financial advisors’ opinion was based, may significantly alter the value of KindlyMD or the prices of the shares of KindlyMD common stock by the time the Merger is completed. The opinion does not speak as of the time the Merger will be completed or as of any date other than the date of such opinion. Because KindlyMD does not currently anticipate asking its financial advisor to update its opinion, such opinion will not address the fairness of the Merger Consideration from a financial point of view at the time the Merger is completed. The KindlyMD Board’s recommendation that KindlyMD shareholders vote in favor of the Required Public Company Proposals, however, is made as of the date of this information statement.

The synergies attributable to the Merger may vary from expectations.

The Combined Company may fail to realize the anticipated benefits and synergies expected from the Merger, which could adversely affect the Combined Company’s business, financial condition and operating results. The success of the Merger will depend, in significant part, on the Combined Company’s ability to successfully integrate the acquired business, grow the revenue of the Combined Company and realize the anticipated strategic benefits and synergies from the combination. KindlyMD believes that the combination of the companies will provide operational and financial scale, increasing free cash flow, and enhancing the Combined Company’s corporate rate of return. However, achieving these goals requires, among other things, realization of the targeted cost and commercial synergies expected from the Merger. This growth and the anticipated benefits of the transaction may not be realized fully or at all or may take longer to realize than expected. Actual operating, technological, strategic and revenue opportunities, if achieved at all, may be less significant than expected or may take longer to achieve than anticipated. If the Combined Company is not able to achieve these objectives and realize the anticipated benefits and synergies expected from the Merger within the anticipated timing or at all, the Combined Company’s business, financial condition and operating results may be adversely affected, the Combined Company’s earnings per share may be diluted, the accretive effect of the merger may decrease or be delayed and the share price of the Combined Company may be negatively impacted.

The Company shareholders will experience dilution from the issuance of Company Common Stock and Pre-Funded Warrants, and Convertible Debentures (to the extent converted) and may experience additional dilution in the future due to any exercise of existing warrants and any future issuances of equity securities in the Combined Company.

The percentage ownership of Combined Company shareholders will be diluted pursuant to the Merger and related Transactions and may be diluted in the future because of equity issuances for acquisitions, capital market transactions or otherwise, including, without limitation, equity awards that the combined company may grant to its directors, officers and employees. Such issuances may have a dilutive effect on the Combined Company’s earnings per share, which could adversely affect the market price of the Company Common Stock.

It is expected that, from time to time after the closing of the Merger, the Executive Compensation Committee of the Company Board will grant additional equity awards to employees and directors of the Combined Company under the Combined Company’s compensation and employee benefit plans. These additional equity awards will have a dilutive effect on the Combined Company’s earnings per share, which could adversely affect the market price of the Company Common Stock.

In addition, the Amended and Restated Certificate of Incorporation of the Company, as amended (the “Company Charter”) will authorize the Combined Company to issue, without the approval of shareholders, one or more classes or series of preferred stock having such designations, powers, preferences and relative, participating, optional and other special rights, including preferences over Company Common Stock with respect to dividends and distributions, as the Company Board generally may determine. The terms of one or more classes or series of preferred stock could dilute the voting power or reduce the value of the Company Common Stock. For example, the repurchase or redemption rights or liquidation preferences that could be assigned to holders of preferred stock could affect the residual value of the Company Common Stock.

The market price for the common stock of the Combined Company following the closing may be affected by factors different from those that historically have affected or currently affect KindlyMD common stock.

Following the closing of the transaction, the market price of the Combined Company’s common stock may be influenced by a variety of factors that differ from those that have historically impacted or currently impact KindlyMD’s common stock. The business operations, financial condition, and prospects of the Combined Company may differ significantly from those of KindlyMD prior to the transaction, and investors should be aware that the risks and uncertainties associated with the Combined Company may not be the same as those previously associated with KindlyMD.

In addition, the Combined Company may be subject to new or additional risks as a result of the transaction, including integration challenges, changes in management or business strategy, and exposure to new markets or regulatory environments. These factors, among others, could result in increased volatility or changes in the market price of the Company Common Stock that may not have been present with KindlyMD’s common stock prior to the transaction.

Furthermore, the market’s perception of the Combined Company, its growth prospects, and its ability to achieve anticipated synergies or financial results may also impact the trading price of its common stock. As a result, the market price of the Company Common Stock may fluctuate significantly and may be affected by factors unrelated to the historical performance of Company Common Stock, which could adversely affect the value of your investment.

The Merger may be treated as a taxable exchange for U.S. federal income tax purposes.

The Company, Merger Sub, and Merger Partner each intend that the Merger and the PIPE Financing, together and as part of a single integrated transaction, shall qualify as an exchange by the holders of Merger Partner Common Stock for Company Common Stock pursuant to Section 351(a) of the Code. If the Merger and the PIPE Financing qualify as such, then generally neither gain nor loss will be recognized by U.S. holders of Merger Partner Common Stock that exchange their Merger Partner Common Stock for Company Common Stock in the Merger. However, as discussed in more detail in the section entitled “The Merger — Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 83, there is uncertainty as to whether the Merger and the PIPE Financing, together and as part of a single integrated transaction, will qualify under Section 351(a) of the Code. The Merger is not conditioned on the receipt of an opinion of counsel that the Merger and the PIPE Financing, together and as part of a single integrated transaction, will qualify under Section 351(a) of the Code, and there can be no assurance that such an opinion of counsel can or will be obtained. In addition, neither the Company nor Merger Partner has requested, and neither intends to request, any ruling from the IRS as to the U.S. federal income tax consequences of the Merger. Accordingly, if there is a final determination that the Merger is a taxable exchange for U.S. federal income tax purposes, then U.S. holders that exchange their Merger Partner Common Stock for Company Common Stock in the Merger generally would recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between (i) the fair market value (determined as of the Effective Time) of the Company Common Stock received, and (ii) the U.S. holder’s adjusted tax basis in the Merger Partner Common Stock exchanged therefor. In addition, a non-U.S. holder that exchanges Merger Partner Common Stock for Common Company Stock in the Merger generally would not be subject to U.S. federal income tax on any gain realized on such exchange, unless (i) the gain, if any, is

effectively connected with the Non-U.S. Holder’s trade or business within the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States), or (ii) the non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of the Merger and certain other conditions are met. For a more complete discussion of the U.S. federal income tax consequences of the Merger, see the section entitled “The Merger — Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 83.

ALL HOLDERS OF MERGER PARTNER COMMON STOCK ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE TAX CONSEQUENCES TO THEM OF THE MERGER.

Unrealized fair value gains on the Company’s Bitcoin holdings may cause the Company to become subject to the corporate alternative minimum tax under the Inflation Reduction Act of 2022.

The United States enacted the Inflation Reduction Act of 2022 (“IRA”) in August 2022. Unless an exemption applies, the IRA imposes a 15% corporate alternative minimum tax (“CAMT”) on a corporation with respect to an initial tax year and subsequent tax years if the average annual adjusted financial statement income for any consecutive three-tax-year period preceding the initial tax year exceeds $1 billion. On September 12, 2024, the Department of Treasury and the IRS issued proposed regulations with respect to the application of CAMT.

Additionally, the Company may be required to adopt ASU 2023-08, under which the Company’s Bitcoin holdings must be measured at fair value in the Company’s statement of financial position, with gains and losses from changes in the fair value of our Bitcoin recognized in net income each reporting period. When determining whether the Company is subject to CAMT and when calculating any related tax liability for an applicable tax year, the proposed regulations provide that, among other adjustments, the Company’s adjusted financial statement income must include any unrealized gains or losses reported in the applicable tax year.

Accordingly, as a result of the enactment of the IRA and the Company’s potential adoption of ASU 2023-08, the Company may be subject to CAMT in the 2026 taxable year and beyond. If the Company becomes subject to CAMT, it could result in a material tax obligation that the Company would need to satisfy in cash, which could materially affect the Company’s financial results, including its earnings and cash flow, and its financial condition.

INFORMATION ABOUT NAKAMOTO

Overview

Nakamoto is a new holding and operating company that, following the merger with KindlyMD, seeks to build a global portfolio of bitcoin treasury companies. Nakamoto’s primary focus is accumulating its long-term bitcoin position, generating “bitcoin yield,” and building the best performing portfolio of bitcoin-native companies. Bitcoin yield is a measure of the accretion of bitcoin owned by the company on a per-share basis, potentially presenting an attractive investment case for those looking for exposure to bitcoin.

The company anticipates a ground swell of publicly traded companies seeking to allocate some or all of their treasuries into bitcoin. Nakamoto is committed to developing the blue-chip standard for bitcoin treasury portfolio construction and governance and investing only in the top performing companies within their respective markets. What differentiates Nakamoto from other bitcoin treasury strategies is, in addition to developing its own bitcoin treasury, it seeks to seed the formation of new bitcoin treasury companies, and its founder, David Bailey, has a successful track record of implementing this strategy in capital markets around the world.

Nakamoto’s management team is led by David Bailey, the co-founder of BTC Inc., the company behind Bitcoin Magazine, the global annual Bitcoin Conferences, and the bitcoin-focused investment firm UTXO Management.

Following its combination with KindlyMD, Nakamoto will create a differentiated operating and holding company, concurrently building its treasury then leveraging it to acquire and develop bitcoin companies operating in the finance, media and advisory industries, ultimately creating a publicly traded conglomerate and ecosystem of bitcoin companies.

Nakamoto also has a Marketing Services Agreement with BTC Inc, whereby BTC Inc has been engaged to deliver marketing and advertising services to Nakamoto.

In connection with the Merger, KindlyMD will assume the rights and obligations of Nakamoto under the Marketing Services Agreement. See “Merger and Related Transactions — Marketing Services Agreement” for more information.

Bitcoin Strategy

Nakamoto believes bitcoin is an attractive asset because (i) it can serve as a store of value, supported by a robust and public open-source architecture, that is untethered to sovereign monetary policy, (ii) due to its fixed supply, bitcoin offers the potential to serve as a hedge against inflation in the long-term and, if its adoption increases, the opportunity for appreciation in value, and (iii) the Bitcoin network provides the infrastructure and opportunity for the development of financial and technological innovations.

In connection with the consummation of the Merger, the Board will adopt a Treasury Reserve Policy (the “Treasury Reserve Policy”) that will set forth its treasury management and capital allocation strategies, under which its treasury reserve assets will consist of:

•        cash and cash equivalents and short-term investments (“Cash Assets”) held by the Company that exceed working capital requirements; and

•        bitcoin held by the Company, with bitcoin serving as the primary treasury reserve asset on an ongoing basis, subject to market conditions and anticipated needs of the business for Cash Assets.

The Board also intends to adopt a corporate strategy of acquiring and holding bitcoin, including with the proceeds of capital raising transactions.

The Company’s bitcoin strategy will generally involve, from time to time, subject to market conditions, (i) issuing debt or equity securities or engaging in other capital raising transactions with the objective of using the proceeds to purchase bitcoin and (ii) acquiring bitcoin with our liquid assets that exceed working capital requirements. The Company intends to fund further bitcoin acquisitions primarily through issuances of common stock and a variety of fixed-income instruments, including debt, convertible notes and preferred stock.

The Company views its bitcoin holdings as long-term holdings and expects to continue to accumulate bitcoin in the future. It has not set any specific target for the amount of bitcoin it seeks to hold, and the Company, led by Mr. Bailey, will continue to monitor market conditions in determining whether to engage in additional financings to

purchase additional bitcoin. This overall strategy will also contemplate that the Company may (i) enter into additional capital raising transactions that are collateralized by its bitcoin holdings, and (ii) consider pursuing strategies to create income streams or otherwise generate funds using its bitcoin holdings.

Additionally, Nakamoto, through its partnership with BTC Inc, will periodically engage in advocacy and educational activities, including at BTC Inc’s Bitcoin conferences around the world, regarding the continued acceptance and value of bitcoin as an open, secure protocol for an internet-native digital capital asset.

Overview of the Bitcoin Industry and Market

Bitcoin is a digital asset that is issued by and transmitted through an open-source protocol, known as the bitcoin protocol, collectively maintained by a peer-to-peer network of decentralized user nodes. This network hosts a public transaction ledger, known as the bitcoin blockchain, on which bitcoin holdings and all validated transactions that have ever taken place on the bitcoin network are recorded. Balances of bitcoin are stored in individual “wallet” functions, which associate network public addresses with one or more “private keys” that control the transfer of bitcoin. The bitcoin blockchain can be updated without any single entity owning or operating the network.

The global bitcoin market has experienced significant expansion in recent years, with the total market capitalization of bitcoin reaching over $2 trillion as of June 2025. This growth reflects both the increasing adoption of bitcoin as a store of value and its emergence as a foundational asset within the broader digital asset ecosystem. The number of people with exposure to bitcoin continues to rise, and daily transaction volumes regularly exceed billions of dollars, underscoring the asset’s liquidity and global reach.

Creation of New Bitcoin and Limits on Supply

The bitcoin protocol limits the total number of bitcoins that can be generated over time to 21 million. As of June 1, 2025, approximately 20.0 million bitcoins have been generated, further highlighting the asset’s scarcity and long-term value proposition. New bitcoins are created and allocated by the bitcoin protocol through a “mining” process that rewards users that validate transactions in the bitcoin blockchain. Validated transactions are added in “blocks” approximately every 10 minutes. The mining process serves to validate transactions and secure the bitcoin network. Mining is a competitive and costly operation that requires a large amount of computational power to solve complex mathematical algorithms. This expenditure of computing power is known as “proof of work.”

To incentivize miners to incur the costs of mining bitcoin, the bitcoin protocol rewards miners that successfully validate a block of transactions with newly generated bitcoin. The current reward for miners that successfully validate a block of transactions is 3.125 bitcoin per mined block. The mining reward is reduced by half, which is referred to as a bitcoin halving, after every 210,000 blocks are mined. This has historically occurred approximately every four years. The most recent bitcoin halving occurred in April 2024, and the next bitcoin halving is expected to occur sometime in 2028.

Modifications to the Bitcoin Protocol

Bitcoin is an open-source network that has no central authority, so no one person can unilaterally make changes to the software that runs the network. However, there is a core group of developers that maintains the code for the bitcoin protocol, and they can propose changes to the source code and release periodic updates and other changes. Unlike most software that has a central entity that can push updates to users, bitcoin is a peer-to-peer network in which individual network participants, called nodes, decide whether to upgrade the software and accept the new changes. As a practical matter, a modification becomes part of the bitcoin protocol only if the proposed changes are accepted by participants collectively having more than 50% of the processing power, known as hash rate, on the network. If a certain percentage of the nodes reject the changes, then a “fork” takes place, and participants can choose the version of the software they want to run.

Forms of Attack Against the Bitcoin Network and Wallets

Blockchain technology has certain built-in security features that make it difficult for hackers and other malicious actors to corrupt the blockchain or protocol. However, as with any computer network, the bitcoin network may still be subject to certain attacks. Some forms of attack include unauthorized access to wallets that hold bitcoin and direct attacks, like “denial-of-service attacks” or “51% attacks” on the bitcoin network.

Bitcoin is controllable only by the possessor of both the unique public key and private key(s) relating to the local or online digital wallet in which the bitcoin is held. Private keys used to access bitcoin balances are not widely distributed and are typically held on hardware (which can be physically controlled by the holder or by a third party such as a custodian) or via software programs on third-party servers. One form of obtaining unauthorized access to a wallet occurs following a phishing attack where the attacker deceives the victim and manipulates them into sharing their private keys for their digital wallet or other sensitive information. Other similar attacks may also result in the loss of private keys and the inability to access, and effective loss of, the corresponding bitcoin.

A “denial-of-service attack” occurs when legitimate users are unable to access information systems, devices, or other network resources due to the actions of a malicious actor flooding the network with traffic until the network is unable to respond or crashes. The bitcoin network has been, and can be in the future, subject to denial-of-service attacks, which can result in temporary delays in block creation and in the transfer of bitcoin. A “51% attack” may occur when a group of miners attain more than 50% of the bitcoin network’s mining power, thereby enabling them to control the bitcoin network and protocol and manipulate the blockchain. See “Risk Factors — Risks Related to Our Bitcoin Strategy and Holdings” for more information on the related risks.

Bitcoin Industry Participants

The primary Bitcoin industry participants are miners, investors and traders, digital asset exchanges and service providers, including custodians, brokers, payment processors, wallet providers and financial institutions.

Miners.    Miners range from bitcoin enthusiasts to professional mining operations that design and build dedicated mining machines and data centers, including mining pools, which are groups of miners that act cohesively and combine their processing power to mine bitcoin blocks. See “—Creation of New Bitcoin and Limits on Supply” above.

Investors and Traders.    Bitcoin investors and traders include individuals and institutional investors who, directly or indirectly, purchase, hold, and sell bitcoin or bitcoin-based derivatives. On January 10, 2024, the SEC issued an order approving several applications for the listing and trading of shares of spot bitcoin exchange-traded products (“ETPs”) on U.S. national securities exchanges. While the SEC had previously approved exchange-traded funds where the underlying assets were bitcoin futures contracts, this order represented the first time the SEC approved the listing and trading of ETPs that acquire, hold and sell bitcoin directly. ETPs can be bought and sold on a stock exchange like traditional stocks, and provide investors with another means of gaining economic exposure to bitcoin through traditional brokerage accounts.

Digital Asset Exchanges.    Digital asset exchanges provide trading venues for purchases and sales of bitcoin in exchange for fiat or other digital assets. Bitcoin can be exchanged for fiat currencies, such as the U.S. dollar, at rates of exchange determined by market forces on bitcoin trading platforms, which are not regulated in the same manner as traditional securities exchanges. In addition to these platforms, over-the-counter markets and derivatives markets for bitcoin also exist. The value of bitcoin within the market is determined, in part, by the supply of and demand for bitcoin in the global bitcoin market, market expectations for the adoption of bitcoin as a store of value, the number of merchants that accept bitcoin as a form of payment, and the volume of peer-to-peer transactions, among other factors.

Service providers.    Service providers offer a multitude of services to other participants in the bitcoin industry, including custodial and trade execution services, commercial and retail payment processing, loans secured by bitcoin collateral, and financial advisory services. If adoption of the bitcoin network continues to materially increase, we anticipate that service providers may expand the currently available range of services and that additional parties will enter the service sector for the bitcoin network.

Other Digital Assets

As of the date of this Information Statement, bitcoin was the largest digital asset by market capitalization. However, numerous alternative digital assets exist, and many entities, including consortia and financial institutions, are actively researching and investing resources in blockchain platforms and digital assets that utilize consensus mechanisms other than proof-of-work mining, which is employed by the bitcoin network. For example, in late 2022, the Ethereum network transitioned to a “proof-of-stake” mechanism for validating transactions that requires significantly less computing power than proof-of-work mining. Other alternative digital assets that compete with bitcoin in certain ways include “stablecoins,” which are designed to maintain a constant price because of their issuers’ promise to hold high-quality liquid assets (such as U.S. dollar deposits and short-term U.S. treasury securities) equal to the total value

of stablecoins in circulation. Stablecoins have grown rapidly as an alternative to bitcoin and other digital assets as a medium of exchange and store of value, particularly on digital asset trading platforms. Additionally, central banks in some countries have started to introduce digital forms of legal tender.

Competition

Our bitcoin strategy generally involves, from time to time, subject to market conditions, (i) issuing debt or equity securities or engaging in other capital raising transactions with the objective of using the proceeds to purchase bitcoin and (ii) acquiring bitcoin with our liquid assets that exceed working capital requirements. When we engage in such capital raising transactions, we compete for capital with, among others, ETPs, bitcoin miners, digital assets exchanges, other digital assets service providers, other companies that hold bitcoin or other digital assets as treasury reserve assets, private funds that invest in bitcoin and other digital assets, and similar vehicles. An increase in the competition for sources of capital could adversely affect the availability and cost of financing for our bitcoin purchases, and thereby could adversely affect the market price of our listed securities.

Following the merger, the combined company’s business model will be fundamentally differentiated from bitcoin ETFs, mining companies, and other digital asset firms through a unique combination of direct bitcoin holdings, ownership of operating companies, including KindlyMD’s historic healthcare operations, and public market access. This integrated approach provides investors with a multifaceted exposure to the bitcoin ecosystem that is not available through traditional investment vehicles.

Bitcoin ETFs are designed solely to track the price of bitcoin and provide passive exposure through a regulated fund structure, Nakamoto will directly acquire and hold bitcoin as its primary treasury reserve asset. The combined company’s Treasury Reserve Policy will prioritize the accumulation of bitcoin using excess cash assets and proceeds from capital raising transactions, with a long-term view toward holding and growing its bitcoin reserves. This direct ownership model ensures that shareholders have transparent, verifiable exposure to bitcoin’s price appreciation, while also allowing the combined company to leverage its bitcoin holdings for strategic and operational purposes.

Potential Advantages and Disadvantages of Holding Bitcoin

Nakamoto believes that bitcoin is an attractive asset because it can serve as a store of value, supported by a robust and public open-source architecture, that is untethered to sovereign monetary policy. We also believe that, due to its limited supply, bitcoin offers the potential to serve as a hedge against inflation in the long-term and, if its adoption increases, the opportunity for appreciation in value.

Bitcoin exists entirely in electronic form, as virtually irreversible public transaction ledger entries on the blockchain, and transactions in bitcoin are recorded and authenticated not by a central repository, but by a decentralized peer-to-peer network. This decentralization mitigates the risks of certain threats common to centralized computer networks, such as denial-of-service attacks, and reduces the dependency of the bitcoin network on any single system. The decentralization of user nodes and miners also mitigates the risk of a 51% attack, which would be very costly and difficult to execute with respect to bitcoin because the bitcoin network is open source and widely distributed, and transactions on the blockchain require significant computing power to be validated. However, while the bitcoin network as a whole is decentralized, the private keys used to access bitcoin balances are not widely distributed and are susceptible to phishing and other attacks designed to obtain sensitive information or gain access to password-protected systems. Loss of such private keys can result in an inability to access, and effective loss of, the corresponding bitcoin. Consequently, bitcoin holdings are susceptible to all of the risks inherent in holding any electronic data, such as power failure, data corruption, security breach, communication failure and user error, among others. These risks, in turn, make bitcoin substantially more susceptible to theft, destruction, or loss of value from hackers, corruption, viruses and other technology-specific factors as compared to conventional fiat currency or other conventional financial assets.

In addition, the bitcoin network relies on open-source developers to maintain and improve the bitcoin protocol. Accordingly, bitcoin may be subject to protocol design changes, governance disputes such as “forked” protocols, competing protocols, and other open source-specific risks that do not affect conventional proprietary software.

Custody of the Combined Company’s Bitcoin

The combined company intends to hold substantially all of its bitcoin in custody accounts at U.S.-based, institutional-grade custodians that have demonstrated records of regulatory compliance and information security. As a result, the primary counterparty risk it is exposed to with respect to its bitcoin is performance obligations under the various custody arrangements into which the combined company has entered. The combined company will custody its bitcoin across multiple custodians to diversify its potential risk exposure to any one custodian. The combined company intends to enter into custodial services contracts that will not restrict its ability to reallocate its bitcoin among its custodians, and its bitcoin holdings may be concentrated with a single custodian from time to time. In light of the significant amount of bitcoin the combined company intends to hold, it expects to continually seek to engage additional digital asset custodians to further diversify the custody of its bitcoin.

The combined company will carefully select the custodians that custody its bitcoin after undertaking a due diligence process. As part of its custodian selection process, the combined company will evaluate and selects custodians that can demonstrate that they operate with strict security protocols, including multifactor authentication procedures designed to safekeep its bitcoin. In addition, the combined company’s custodial services agreements will generally specify that the private keys that control the bitcoin will be held in offline or “cold” storage, which is designed to mitigate risks that a system may be susceptible to when connected to the internet, including the risks associated with unauthorized network access and cyberattacks. The combined company also intends to negotiate liability provisions in its custodial contracts, pursuant to which its custodians will be held liable for their failure to safekeep the bitcoin. In addition to custodial arrangements, the combined company will also utilize affiliates of its bitcoin custodians to execute bitcoin acquisition and disposition transactions on its behalf. The combined company will leverage the due diligence conducted in connection with its custodial arrangements when conducting due diligence of these trade execution service providers.

The combined company will also conduct due diligence reviews during the custodial relationship to monitor the safekeeping of its bitcoin. As part of its process, the combined company will obtain and review its custodians’ Services Organization Controls reports. The combined company will also be contractually entitled to review its custodians’ relevant internal controls through a variety of methods. The combined company expects to conduct supplemental due diligence in the future, when it believes it is warranted by market circumstances or otherwise.

The combined company will negotiate specific contractual terms and conditions with its custodians that it believes will help establish, under existing law, that the combined company’s property interest in the bitcoin held by its custodians is not subject to the claims of the custodian’s creditors in the event the custodian enters bankruptcy, receivership or similar insolvency proceedings. All of its custodians will be subject to regulatory regimes intended to protect customers in the event that a custodian enters bankruptcy, receivership or similar insolvency proceedings. Based on existing law and the terms and conditions of its contractual arrangements with its custodians, Nakamoto believes that the bitcoin held on the combined company’s behalf by its custodians would not be considered part of a custodian’s bankruptcy estate were one or more of Nakamoto’s custodians to enter bankruptcy, receivership or similar insolvency proceedings.

Government Regulation

The laws and regulations applicable to bitcoin and digital assets are evolving and subject to interpretation and change.

Governments around the world have reacted differently to digital assets; certain governments have deemed them illegal, and others have allowed their use and trade without restriction, while in some jurisdictions, such as the U.S., digital assets are subject to overlapping, uncertain and evolving regulatory requirements.

As digital assets have grown in both popularity and market size, the U.S. Executive Branch, Congress and a number of U.S. federal and state agencies, including the Financial Crimes Enforcement Network, the Commodity Futures Trading Commission (“CFTC”), the SEC, the Financial Industry Regulatory Authority, the Consumer Financial Protection Bureau, the Department of Justice, the Department of Homeland Security, the Federal Bureau of Investigation, the IRS and state financial regulators, have been examining the operations of digital asset networks, digital asset users and digital asset exchanges, with particular focus on the extent to which digital assets can be used to violate state or federal laws, including to facilitate the laundering of proceeds of illegal activities or the funding of criminal or terrorist enterprises, and the safety and soundness and consumer-protective safeguards of exchanges or

other service-providers that hold, transfer, trade or exchange digital assets for users. Many of these state and federal agencies have issued consumer advisories regarding the risks posed by digital assets to investors. In addition, federal and state agencies, and other countries have issued rules or guidance regarding the treatment of digital asset transactions and requirements for businesses engaged in activities related to digital assets.

Depending on the regulatory characterization of bitcoin, the markets for bitcoin in general, and Nakamoto’s activities in particular, Nakamoto’s business and bitcoin strategy may be subject to regulation by one or more regulators in the United States and globally. Ongoing and future regulatory actions may alter, to a materially adverse extent, the nature of digital assets markets, the participation of industry participants, including service providers and financial institutions in these markets, and our ability to pursue our bitcoin strategy. Additionally, U.S. state and federal and foreign regulators and legislatures have taken action against industry participants, including digital assets businesses, and enacted restrictive regimes in response to adverse publicity arising from hacks, consumer harm, or criminal activity stemming from digital assets activity. U.S. federal and state energy regulatory authorities are also monitoring the total electricity consumption of cryptocurrency mining, and the potential impacts of cryptocurrency mining to the supply and dispatch functionality of the wholesale grid and retail distribution systems. Many state legislative bodies have passed, or are actively considering, legislation to address the impact of cryptocurrency mining in their respective states.

The CFTC takes the position that some digital assets, including bitcoin, fall within the definition of a “commodity” under the Commodities Exchange Act of 1936, as amended (the “CEA”). Under the CEA, the CFTC has broad enforcement authority to police market manipulation and fraud in spot digital assets markets in which we may transact. Beyond instances of fraud or manipulation, the CFTC generally does not oversee cash or spot market exchanges or transactions involving digital asset commodities that do not utilize margin, leverage, or financing. In addition, CFTC regulations and CFTC oversight and enforcement authority apply with respect to futures, swaps, other derivative products and certain retail leveraged commodity transactions involving digital asset commodities, including the markets on which these products trade.

The SEC and its staff have taken the position that certain other digital assets fall within the definition of a “security” under the U.S. federal securities laws. Public statements made by senior officials and senior members of the staff at the SEC indicate that the SEC does not consider bitcoin to be a security under the federal securities laws. However, such statements are not official policy statements by the SEC and reflect only the speakers’ views, which are not binding on the SEC or any other agency or court and cannot be generalized to any other digital assets.

In addition, since transactions in bitcoin provide a degree of anonymity, they are susceptible to misuse for criminal activities, such as money laundering. This misuse, or the perception of such misuse, could lead to greater regulatory oversight of bitcoin and Bitcoin platforms, and there is the possibility that law enforcement agencies could close or blacklist bitcoin platforms or other bitcoin-related infrastructure with little or no notice and prevent users from accessing or retrieving bitcoin held via such platforms or infrastructure. For example, the U.S. Treasury Department’s Office of Foreign Assets Control has issued updated advisories regarding the use of virtual currencies, added a number of digital asset exchanges and service providers to the Specially Designated Nationals and Blocked Persons list and engaged in several enforcement actions, including a series of enforcement actions that have either shut down or significantly curtailed the operations of several smaller digital asset exchanges associated with Russian and/or North Korean nationals. Additionally, in January 2025, the Consumer Financial Protection Bureau announced that it is seeking public input on privacy protections and surveillance in digital payments, particularly those offered through large technology platforms

As noted above, activities involving bitcoin and other digital assets may fall within the jurisdiction of more than one financial regulator and various courts and such laws and regulations are rapidly evolving and increasing in scope. On January 23, 2025, President Trump issued an executive order titled, Strengthening American Leadership in Digital Financial Technology. While the executive order did not mandate the adoption of any specific regulations, the executive order identifies certain key objectives to guide agencies involved in crypto regulation, including (i) protecting the sovereignty of the United States dollar by promoting the development of United States dollar-backed stablecoins, (ii) providing regulatory clarity and certainty built on technology-neutral regulations for individuals and firms involved in digital assets, including through well-defined jurisdictional regulatory boundaries, and (iii) taking measures to protect Americans from the risks of Central Bank Digital Currencies. To achieve these objectives, the executive order established a working group on digital asset markets within the National Economic Council, comprised of representatives from key federal agencies, with a tight timeline for examining existing regulations and proposing a new regulatory framework. There have also been several bills introduced in Congress that propose to establish additional regulation and oversight of the digital asset markets.

Employees

As of June 18, 2025, Nakamoto has a total of 4 employees, of whom all are based in the United States and U.S. territories. None of Nakamoto’s employees are represented by a labor union. We have not experienced any work stoppages and generally consider our relations among Nakamoto employees to be positive.

Nakamoto recognizes and values the contribution of all Nakamoto employees. Nakamoto’s philosophy is to create an agile, evolving environment that allows all Nakamoto employees to grow and thrive, with initiatives and platforms that reward and recognize employees for their hard work and commitment to delivering personal excellence and creativity at Nakamoto.

Available Information

Nakamoto’s website is located at www.nakamoto.com.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF NAKAMOTO

The following should be read in conjunction with our financial statements and related notes appearing elsewhere in this information statement. The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs and expectations. We caution that assumptions, expectations, projections, intentions or beliefs about future events may vary materially from actual results. Some of the key factors which could cause actual results to vary from our expectations include the factors discussed elsewhere in this information statement, all of which are difficult to predict. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” (included elsewhere in this information statement) contain important information. We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.

Overview

Nakamoto is a new holding and operating company that, following the merger with KindlyMD, seeks to build a global portfolio of bitcoin treasury companies. Nakamoto’s primary focus is accumulating its long-term bitcoin position, generating “bitcoin yield,” and building the best performing portfolio of bitcoin-native companies. Bitcoin yield is a measure of the accretion of bitcoin owned by the company on a per-share basis, potentially presenting an attractive investment case for those looking for exposure to bitcoin.

Recent Developments

Merger Agreement

On May 12, 2025, KindlyMD entered into the Merger Agreement with Merger Sub, Nakamoto, and Wade Rivers, LLC. Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Nakamoto, with Nakamoto continuing as the Surviving Entity and a wholly-owned subsidiary of KindlyMD, and as a result of which the holders of Nakamoto Class A and Class B common stock (other than shares held in treasury or by dissenting stockholders) will receive an aggregate 22.3 million shares of KindlyMD common stock based on a price per share of $1.12. Shares of common stock of Merger Sub will be converted into shares of common stock of the surviving corporation. No fractional shares will be issued; instead, cash will be paid in lieu of fractional shares.

Marketing Services Agreement

In connection with the execution of the Merger Agreement, BTC and Nakamoto also entered into a Marketing Services Agreement. Under this agreement, BTC will provide certain marketing and promotional services to Nakamoto during the period leading up to the closing of the Merger. The Marketing Services Agreement outlines the scope of services to be provided, which may include digital marketing, brand promotion, and customer outreach initiatives designed to enhance the visibility and market presence of Nakamoto’s products and services.

Loan Agreement

On June 6, 2025, Nakamoto entered into a loan agreement (the “Loan Agreement”) with BTC Inc, pursuant to which BTC Inc agreed to loan to Nakamoto up to $500,000.00, to be disbursed in a single installment upon written request by Nakamoto, at its discretion. The Loan Agreement is a non-interest-bearing loan matures on the fifth business day following the receipt of funds received by the Combined Company in the PIPE Financings. On June 10, 2025, Nakamoto requested the disbursement of the funds. As of June 18, 2025, $500,000.00 was outstanding under the Loan Agreement.

Key Factors Affecting Our Performance

Limited Operating History

We have a limited operating history and there is limited historical financial information upon which to base an evaluation of our performance. Our financial statements must be considered in light of the uncertainties, risks, expenses, and difficulties frequently encountered by companies in their early stages of operations. As we are recently incorporated, our audited financial statements for the period from March 6, 2025 (inception) to April 30, 2025 presented in this information statement, does not present results for the full twelve-month period or for any prior periods.

Public Company Expenses

Following the Merger and related Transactions, we expect to incur increased expenses as a result of being a public company (for legal, insurance, financial reporting, accounting and auditing compliance), as well as for operating expenses and those related to our bitcoin treasury strategy. We expect our expenses to increase substantially after the closing of the Merger and related Transactions

Results of Operations and Known Trends or Future Events

We have not generated any revenues to date. Our only activities since inception have been organizational activities, and those related to the Merger and related Transactions. We currently do not know when we will generate revenues, if ever. Our future operational results and expenses may be subject to fluctuations from period to period.

Liquidity and Capital Resources

We have not generated any revenues to date. Our only activities since inception have been organizational activities, and those related to the Merger and related Transactions. As indicated in the accompanying financial statements, at April 30, 2025, we had $10,000 in cash. Our liquidity needs have been satisfied prior to the completion of this offering through the sale of common stock.

Loan Agreement

On June 6, 2025, Nakamoto entered into a Loan Agreement with BTC Inc, pursuant to which BTC Inc agreed to loan to Nakamoto up to $500,000.00, to be disbursed in a single installment upon written request by Nakamoto, at its discretion. The Loan Agreement is a non-interest-bearing loan matures on the fifth business day following the receipt of funds received by the Combined Company in the PIPE Financings. On June 10, 2025, Nakamoto requested the disbursement of the funds. As of June 18, 2025, $500,000.00 was outstanding under the Loan Agreement.

We estimate that the net proceeds from the sale of equity and convertible debt in connection with the Merger, after deducting offering expenses and placement agent fees, will be sufficient to fund our near-term operations following the consummation of the Merger. We do not believe we will need to raise additional funds following the Merger in order to meet the expenditures required for operating our business for the next twelve months. However, if our estimates of the costs of are less than the actual amount necessary to do so, we may have insufficient funds available, and these estimates may differ materially from our actual expenses. In order to fund working capital deficiencies or finance transactions in connection we may need to raise additional equity or debt.

Controls and Procedures

We are not currently required to comply with the SEC’s rules implementing Section 404 of Sarbanes Oxley, and are therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. Upon becoming a public company, we will be required to comply with the SEC’s rules implementing Section 302 of the Sarbanes-Oxley Act of 2002, which will require our management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of our internal control over financial reporting. We will not be required to make our first assessment of our internal control over financial reporting under Section 404 until our second annual report after becoming a public company.

Further, our independent registered public accounting firm is not yet required to formally attest to the effectiveness of our internal controls over financial reporting, and will not be required to do so for as long as we are an “emerging growth company” pursuant to the provisions of the JOBS Act. See “Summary — Emerging Growth Company Status.”

Off-Balance Sheet Arrangements; Commitments and Contractual Obligations

As of April 30, 2025, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.

JOBS Act

The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an independent registered public accounting firm’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the report of the independent registered public accounting firm providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of this offering or until we are no longer an “emerging growth company,” whichever is earlier.

Emerging Growth Company and Smaller Reporting Company Status

We expect to be an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Recently Issued Accounting Pronouncements

See Note 2 to our audited financial statements included elsewhere in this information statement for more information about recent accounting pronouncements, the timing of their adoption, and our assessment, to the extent we have made one yet, of their potential impact on our financial condition of results of operations.

Quantitative and Qualitative Disclosures About Market Risk

Market risk represents the risk of loss that may impact our financial position because of adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of exposure resulting from potential changes in interest rates. We do not hold financial instruments for trading purposes.

We are exposed to the impact of market price changes in bitcoin and foreign currency fluctuations.

Market Price Risk of Bitcoin.    We will use a significant portion of our cash, including cash generated from capital raising transactions, to acquire bitcoin. We will account for our bitcoin as indefinite lived intangible assets, which are subject to impairment losses if the fair value of our bitcoin decreases below their carrying value at any time since their acquisition. Impairment losses cannot be recovered for any subsequent increase in fair value. Negative swings in the market price of bitcoin could have a material impact on our earnings and on the carrying value of our digital assets. Positive swings in the market price of bitcoin are not reflected in the carrying value of our digital assets and impact earnings only when the bitcoin is sold at a gain.

EXECUTIVE COMPENSATION

Nakamoto

We are currently considered an “emerging growth company” within the meaning of the Securities Act for purposes of the SEC’s executive compensation disclosure rules. Accordingly, we are required to provide a Summary Compensation Table and an Outstanding Equity Awards at Fiscal Year End Table, as well as limited narrative disclosures regarding executive compensation for our last completed fiscal year. Further, our reporting obligations extend only to named executive officers (“NEOs”) which are the individuals who served as principal executive officers and the next two most highly compensated executive officers at the end of the most recent fiscal year.

The Company and its accounting predecessor were formed in 2025 and, therefore, did not have executive compensation for the year ended December 31, 2024.

Nakamoto has one named executive officers:

•        David Bailey — Chief Executive Officer

•        Didier Lewis — President

Combined Company

Following the Closing of the Merger, the Company expects to implement an executive compensation program that is designed to align the executive officers’ compensation with the Company’s business objectives and the creation of stockholder value, while enabling the Company to attract, retain, incentivize and reward individuals who contribute to the long-term success of the Company. Decisions on the executive compensation program will be made by the compensation committee of the Company Board.

KindlyMD

We incorporate by reference in this information statement the executive compensation disclosure of KindlyMD disclosed in their Annual Report on Form 10-K for the year ended 2024. Additionally, we are including two sections from Section 402 of Regulation S-K that were not included in the Form 10-K that was previously filed for the year ended 2024.

Section 402(t)

Golden Parachute Compensation

In accordance with Item 402(t) of Regulation S-K, the following table shows the amounts of payments and benefits that each executive officer of KindlyMD would receive that are based on or otherwise related to the Merger that may become payable to each of KindlyMD’s named executive officers. The amounts reflect the terms of the executive officers’ compensation arrangements with KindlyMD as in effect on the date of this information statement/prospectus.

In addition to the payments and benefits described in this section, KindlyMD may take certain compensation actions prior to the Closing that will affect KindlyMD’s named executive officers, although these determinations have not been made as of the date of this information statement/prospectus, and the impact of any future determinations is not reflected in the amounts estimated below. Among other actions, KindlyMD may make cash retention grants or long-term incentive grants, or may determine to adjust existing awards to accelerate the vesting of such awards or make other changes, subject to certain conditions.

The tables assume that the consummation of the Merger occurs on November 14, 2025, the Outside Date pursuant to the Merger Agreement. The amounts indicated below are estimates of the amounts that would be payable to the named executive officers and the estimates are based on multiple assumptions that may or may not actually occur. Some of the assumptions are based on information not currently available and, as a result, the actual amounts, if any, to be received by an executive officer may differ in material respects from the amounts set forth below.

____________

(1)      No acceleration of unvested equity is triggered by the Merger.

(2)      KindlyMD does not sponsor any pension plans or non-qualified deferred compensation plans in which the named executive officers participate.

(3)      There are no other perquisites or personal benefits or property obligated to the named executive officers included here.

(4)      There are no tax reimbursements obligated to the named executive officers included here.

(5)      Following his resignation upon the Closing of the Merger, Mr. Cox is entitled six months of his minimum annual compensation.

(6)      Following his resignation upon the Closing of the Merger, Mr. Barrera is entitled six months of his minimum annual compensation.

Section 402(x)

In accordance with Item 402(x) of Regulation S-K, the Company’s policy on a go-forward basis will be to grant equity awards, including stock options and stock appreciation rights, at times that are not proximate to the release of material nonpublic information. The Compensation Committee of the Company Board intends to schedule meetings to approve equity awards in advance and without regard to the timing of the release of earnings or other material nonpublic information. The Company does not intend to time the granting of equity awards to take advantage of any material nonpublic information.

If equity awards ultimately are granted at a time when the Company is in possession of material nonpublic information, such awards will only be made after careful consideration is given by the Compensation Committee, and the good-faith rationale and legitimate business reasons for the timing of making the award are documented in the Committee’s minutes. The Company does not intend to have a practice of coordinating the timing of equity award grants with the release of material nonpublic information, and any such coincidence would be incidental.

The exercise price of all stock options and stock appreciation rights shall be set at the closing price of the Company Common Stock on the date preceding the date of the grant, which is the date the Compensation Committee approves the award. The Company does not and will not have a policy or practice of retroactively selecting grant dates or of granting equity awards with exercise prices that are based on a date other than the actual grant date.

PROPOSAL 1 — THE MERGER PROPOSAL

The May 18 Majority Stockholders have approved by written consent to approve and adopt the Merger Agreement and the transactions contemplated thereby, pursuant to which Merger Sub will merge with and into Nakamoto, with Nakamoto continuing as the surviving entity and a wholly-owned subsidiary of the Company.

Transaction Summary

The Company entered into the Merger Agreement, dated as of May 12, 2025. A copy of the Merger Agreement is attached as Annex A to the accompanying information statement.

Pursuant to the Merger Agreement, Merger Sub will be merged with and into Nakamoto, with Nakamoto surviving as a wholly owned subsidiary of KindlyMD. Upon consummation of the Merger on the terms and subject to the conditions set forth in the Merger Agreement, the holders of Nakamoto Class A and Class B common stock (other than shares held in treasury or by dissenting stockholders) will receive an aggregate 22,321,143 shares of the Company Common Stock based on a price per share of $1.12 in exchange for their interests in Nakamoto. Shares of Merger Sub’s common stock will be converted into shares of common stock of the Surviving Corporation. No fractional shares will be issued; instead, cash will be paid in lieu of fractional shares. See “Merger and Related Transactions” for more information on the Merger Agreement and Related Transacitons.

This summary is intended to provide you with basic information concerning the Merger Agreement. The full text of the Merger Agreement is attached as Annex A to this information statement.

Interests of Certain Persons

None of the Company’s directors or executive officers have any interest in the transaction approved by the May 18 Majority Stockholders and described in this Information Statement except in their capacity as holders of Common Stock.

Reasons for Stockholder Approval

Our Common Stock is currently listed on Nasdaq, and, as such, we are subject to the Nasdaq Listing Rules.

Nasdaq Listing Rule 5635(a) requires stockholder approval prior to the issuance of securities in connection with the acquisition of the stock or assets of another company, if due to a potential issuance of the common stock listed on Nasdaq, such common stock to be issued either (i) will have, upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of such common stock, or (ii) will equal or exceed 20% of the number of shares of common stock outstanding before the issuance of such common stock (each, an “Acquisition Issuance”).

Nasdaq Listing Rule 5635(d), in relevant part, requires stockholder approval prior to the sale, issuance, or potential issuance by the issuer of common stock (or securities convertible into or exercisable for common stock) at a price less than (i) the closing price immediately preceding the signing of the binding agreement or (ii) the average closing price of the Company Common Stock for the five trading days immediately preceding the signing of the binding agreement. Therefore, under the Merger Agreement, and in connection with the Subscription Agreement and the Debenture Purchase Agreement, the parties agreed not to issue and sell shares in excess of 19.99% of the Company Common Stock as calculated as of May 12, 2025 (the “Exchange Cap”), unless we sought and obtained the approval of our stockholders to issue and sell shares in excess of such Exchange Cap.

On May 12, 2025, our Board approved by unanimous written consent the issuance of shares of Company Common Stock in excess of the Exchange Cap as of the date of the Merger Agreement, at prices that are less than the lower of (i) the closing price of the Company Common Stock immediately preceding the signing of the binding agreement for the issuance of such securities and (ii) the average closing price of the Company Common Stock for the five trading days immediately preceding the signing of the binding agreement for the issuance of such securities on the date of entry into the Merger Agreement, pursuant to Nasdaq Listing Rules 5635(a) and (d).

Nasdaq Listing Rule 5635(a) requires stockholder approval prior to an Acquisition Issuance. Nasdaq Listing Rule 5635(d) requires stockholder approval for the issuance of common stock if the issuance will result in the issuance of 20% or more of the Company Common Stock outstanding before the issuance. For purposes of Nasdaq Listing

Rules 5635(a) and (d), written consent of the holders of a majority of the shares of common stock entitled to vote constitutes stockholder approval. Under Section 16-10a-704 of the Utah Revised Business Corporations Act and the Company’s Amended and Restated Articles of Incorporation and Amended and Restated Bylaws, any action that can be taken at an annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present, consent to such action in writing.

Therefore, to ensure compliance with Nasdaq Listing Rules 5635(a) and 5635(d), the May 18 Majority Stockholders, on May 18, 2025, approved and adopted the Merger Agreement and the transactions contemplated thereby, along with the issuance of shares of Company Common Stock to the holders of Nakamoto in excess of the Exchange Cap in accordance with the terms of the Merger Agreement, the Subscription Agreement sand the Debenture Purchase Agreement.

Effect on Current Stockholders

The issuance of the Company Common Stock as Merger Consideration in accordance with the terms of the Merger Agreement, will increase the number of shares of Common Stock outstanding by a total of 22,321,143 shares of Common Stock (excluding the PIPE Financings and conversion of the Convertible Debenture), and our existing stockholders will incur a resulting dilution of their ownership percentage.

Additionally, in connection with the Merger, the equityholders of Nakamoto will receive certain registration rights as described under “The Merger and Related Transactions — Ancillary Agreements — Registration Rights Agreement.”

PROPOSAL 2 — THE PIPE PROPOSAL

The May 18 Majority Stockholders have approved by written consent to approve the Subscription Agreements with the Subscribers in an aggregate amount of approximately $511.7 million, pursuant to which the Company agreed to (A) issue, and such Subscribers agreed to purchase, shares of Company Common Stock and Pre-Funded Warrants in an aggregate amount of 456,870,141 shares of Company Common Stock at a purchase price of $1.12 per share in a private placement and (B) use commercially reasonable efforts to register the resale of Initial PIPE Shares with the SEC within 30 days after closing of the Merger, seek effectiveness as soon as practicable, and maintain effectiveness until the earlier of (i) the Subscribers no longer holding the Initial PIPE Shares, (ii) all Initial PIPE Shares being freely tradable, or (iii) three years from effectiveness.

Transaction Summary

The Company entered into the Initial Subscription Agreements with certain Initial Subscribers, dated as of May 12, 2025, in an aggregate amount of approximately $511.7 million, pursuant to which the Company agreed to issue, and the Initial Subscribers agreed to purchase, the Initial PIPE Shares at a purchase price of $1.12 per share and/or Pre-Funded Warrant, in the Initial PIPE Financing. The Initial PIPE Financing will be issued in a private placement in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

This summary is intended to provide you with basic information concerning the Subscription Agreement. A copy of the form of the Subscription Agreement is attached as Annex C to this information statement.

Interests of Certain Persons

None of the Company’s directors or executive officers have any interest in the transaction approved by the May 18 Majority Stockholders and described in this Information Statement except in their capacity as holders of Company Common Stock.

Reasons for Stockholder Approval

Our Common Stock is currently listed on Nasdaq, and, as such, we are subject to the Nasdaq Listing Rules.

Nasdaq Listing Rule 5635(a) requires stockholder approval prior to the issuance of securities in connection with the acquisition of the stock or assets of another company if due to a potential issuance of the common stock listed on Nasdaq, such common stock to be issued either (i) will have, upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of such common stock, or (ii) will equal or exceed 20% of the number of shares of common stock outstanding before the issuance of such common stock.

Nasdaq Listing Rule 5635(d), in relevant part, requires stockholder approval prior to the sale, issuance, or potential issuance by the issuer of common stock (or securities convertible into or exercisable for common stock) at a price less than (i) the closing price immediately preceding the signing of the binding agreement or (ii) the average closing price of the Company Common Stock for the five trading days immediately preceding the signing of the binding agreement. Therefore, under the Subscription Agreements, and in connection with the Merger Agreement and the Debenture Purchase Agreement, the parties agreed not to issue and sell shares in excess of the Exchange Cap, unless we sought and obtained the approval of our stockholders to issue and sell shares in excess of such Exchange Cap.

On May 12, 2025, our Board approved by unanimous written consent the issuance of shares of Common Stock in excess of the Exchange Cap as the date of the Merger Agreement, at prices that are less than the lower of (i) the closing price of the Company Common Stock immediately preceding the signing of the binding agreements for the issuance of such securities and (ii) the average closing price of the Company Common Stock for the five trading days immediately preceding the signing of the binding agreement for the issuance of such securities on the date of entry into the Merger Agreement, Initial Subscription Agreements and Debenture Purchase Agreements, pursuant to Nasdaq Listing Rules 5635(a) and (d).

Nasdaq Listing Rule 5635(a) requires stockholder approval prior to an Acquisition Issuance. Nasdaq Listing Rule 5635(d) requires stockholder approval for the issuance of common stock if the issuance will result in the issuance of 20% or more of the Company Common Stock outstanding before the issuance. For purposes of Nasdaq Listing

Rules 5635(a) and 5635(d), written consent of the holders of a majority of the shares of common stock entitled to vote constitutes stockholder approval. Under Section 16-10a-704 of the Utah Revised Business Corporations Act and the Company’s Amended and Restated Articles of Incorporation and Amended and Restated Bylaws, any action that can be taken at an annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present, consent to such action in writing.

Therefore, to ensure compliance with Nasdaq Listing Rules 5635(a) and 5635(d), the May 18 Majority Stockholders, on May 18, 2025, approved the issuance of shares of Common Stock to the Subscribers in excess of the Exchange Cap under the terms of the Initial Subscription Agreements, the Debenture Purchase Agreement and the Merger Agreement.

Effect on Current Stockholders

The issuance of the Company Common Stock pursuant to the Initial Subscription Agreements, will increase the number of shares of Company Common Stock outstanding by a total of 456,870,141 shares of Company Common Stock (assuming the exercise of all Pre-Funded Warrants and excluding the issuance of the Merger Consideration in accordance with the Merger Agreement and Additional Subscriptions, and the conversion of the Convertible Debenture), and our existing stockholders will incur a resulting dilution of their ownership percentage.

The Company expects to file a registration statement to permit the public resale of the Company Common Stock issued in the Initial PIPE Financing and the shares of Company Common Stock issuable upon a Subscriber’s exercise of the Pre-Funded Warrants issued to such Subscribers in accordance with the Subscription Agreements. The exercise of the Subscribers Pre-Funded Warrant is subject to certain beneficial ownership limitations. The sale of such shares could cause the market price of the Company Common Stock to decline.

PROPOSAL 3 — THE SHARE ISSUANCE PROPOSAL

The May 18 Majority Stockholders have approved by written consent to approve and adopt the issuance of an aggregate of 479,191,284 shares of Company Common Stock at a price per share of $1.12 per share of Company Common Stock, of which 22,321,143 shares of Company Common Stock will be issued to the stockholders of Nakamoto and 456,870,141 shares of Company Common Stock will be issued to the Initial Subscribers to comply with: (A) Section 5635(a) of the Nasdaq Rules; (B) Section 5635(b) of the Nasdaq Rules; and (C) Section 5635(d) of the Nasdaq Rules.

Transaction Summary

Upon consummation of the Merger on the terms and subject to the conditions set forth in the Merger Agreement, the holders of Nakamoto Class A and Class B common stock (other than shares held in treasury or by dissenting stockholders) will receive an aggregate 22.3 million shares of the Company Common Stock based on a price per share of $1.12. Shares of Merger Sub’s common stock will be converted into shares of common stock of the Surviving Corporation. No fractional shares will be issued; instead, cash will be paid in lieu of fractional shares.

Concurrently with the execution of the Merger Agreement, the Company entered into Initial Subscription Agreements with certain Initial Subscribers in an aggregate amount of approximately $511.7 million, pursuant to which the Company agreed to issue, and the Initial Subscribers agreed to purchase, shares of Company Common Stock and/or Pre-Funded Warrants at a purchase price of $1.12 per share and/or Pre-Funded Warrants. The Initial PIPE Financing will be issued in a private placement in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

Interests of Certain Persons

None of the Company’s directors or executive officers have any interest in the transaction approved by the May 18 Majority Stockholders and described in this information statement except in their capacity as holders of Common Stock.

Reasons for Stockholder Approval

Our Common Stock is currently listed on Nasdaq, and, as such, we are subject to the Nasdaq Listing Rules.

Nasdaq Listing Rule 5635(a) requires stockholder approval prior to the issuance of securities in connection with the acquisition of the stock or assets of another company if due to a potential issuance of the common stock listed on Nasdaq, such common stock to be issued either (i) will have, upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of such common stock, or (ii) will equal or exceed 20% of the number of shares of common stock outstanding before the issuance of such common stock.

Nasdaq Listing Rule 5635(d), in relevant part, requires stockholder approval prior to the sale, issuance, or potential issuance by the issuer of common stock (or securities convertible into or exercisable for common stock) at a price less than (i) the closing price immediately preceding the signing of the binding agreement or (ii) the average closing price of the Company Common Stock for the five trading days immediately preceding the signing of the binding agreement. Therefore, under the Merger Agreement and the Subscription Agreements, the parties agreed not to issue and sell shares in excess of the Exchange Cap, unless we sought and obtained the approval of our stockholders to issue and sell shares in excess of such Exchange Cap.

On May 12, 2025, our Board approved by unanimous written consent the issuance of shares of Company Common Stock in excess of the Exchange Cap as the date of the Merger Agreement, at prices that are less than the lower of (i) the closing price of the Company Common Stock immediately preceding the signing of the binding agreement for the issuance of such securities and (ii) the average closing price of the Company Common Stock for the five trading days immediately preceding the signing of the binding agreement for the issuance of such securities on the date of entry into the Merger Agreement, pursuant to Nasdaq Listing Rule 5635(d).

Nasdaq Listing Rule 5635(a) requires stockholder approval prior to an Acquisition Issuance. Nasdaq Listing Rule 5635(d) requires stockholder approval for the issuance of common stock if the issuance will result in the issuance of 20% or more of the Company Common Stock outstanding before the issuance. For purposes of Nasdaq Listing Rules 5635(a) and 5635(d), written consent of the holders of a majority of the shares of common stock entitled to vote

constitutes stockholder approval. Under Section 16-10a-704 of the Utah Revised Business Corporations Act and the Company’s Amended and Restated Articles of Incorporation and Amended and Restated Bylaws, any action that can be taken at an annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present, consent to such action in writing.

Therefore, to ensure compliance with Nasdaq Listing Rules 5635(a) and 5635(d), the May 18 Majority Stockholders, on May 18, 2025, approved the issuance of shares of Common Stock to the Initial Subscribers pursuant to the Initial Subscription Agreements and the stockholders of Nakamoto pursuant to the Merger Agreement, in excess of the Exchange Cap.

Effect on Current Stockholders

The issuance of the Company Common Stock as Merger Consideration in accordance with the terms of the Merger Agreement and the issuance of shares of Company Common Stock pursuant to the Initial Subscription Agreements, will increase the number of shares of Common Stock outstanding by a total of 479,191,284 shares of Common Stock (including the issuance of Merger Consideration, the issuance of the Initial PIPE Financing and the exercise of Pre-Funded Warrants), and our existing stockholders will incur a resulting dilution of their ownership percentage.

The Company expects to file a registration statement to permit the public resale of the Company Common Stock issued in the Initial PIPE Financing, and shares issuable upon the Initial Subscribers’ exercise of the Pre-Funded Warrants. Any such sales could cause the market price of our Common Stock to decline.

PROPOSAL 4 — THE GOVERNANCE PROPOSAL

The May 18 Majority Stockholders have approved by written consent to approve and adopt the Second Amended and Restated Articles of Incorporation of the Company (the “Amended Articles”) to, among other things:

(i)     increase the number of authorized shares of Company Common Stock to 10,000,000,000,

(ii)    classify the Board so that there are three classes of directors, designated as Class I, Class II, and Class III, with each class consisting, as nearly as may be practicable, of one-third of the total members of the Board, with each class serving staggered 3-year terms,

(iii)   prohibit actions by written consent of the shareholders of the Company,

(iv)   permit the Board to change the name of the Company in its sole discretion, and

(v)    provide that the sole and exclusive forum for certain actions relating to the Company shall be the United States District Court for the District of Utah and any Utah State court sitting in Salt Lake County, State of Utah of the United States of America.

The May 18 Majority Stockholders have also approved by written consent to approve and adopt the Second Amended and Restated Corporate Bylaws of the Company (the “Amended Bylaws”) to, among other things, (i) remove the provisions prohibiting classes of directors with staggered terms, (ii) state that directors will be elected to serve three-year terms, (iii) impose a minimum and maximum number of directors who may serve on the Board, (iv) establish advance notice requirements relating to business to be brought before the annual meeting of the shareholders of the Company, including director nominees, (v) establish requirements relating to calling special meetings and the conduct at such special meetings by the shareholders of the Company, and (vi) prohibit actions by written consent of the shareholders of the Company.

Transaction Summary

In connection with the Merger and related Transactions, the Board deemed it in the best interest of the Company to approve and adopt each of the Amended Articles and the Amended Bylaws, in the forms included in the information statement as Annex F and Annex G, respectively.

Interests of Certain Persons

None of the Company’s directors or executive officers have any interest in the transaction approved by the May 18 Majority Stockholders and described in this Information Statement except in their capacity as holders of Common Stock.

Reasons for Stockholder Approval

The approval of the Amended Articles requires the affirmative vote of a majority of the shares of common stock entitled to vote. Under Section 16-10a-704 of the Utah Revised Business Corporations Act and the Company’s Amended and Restated Articles of Incorporation and Amended and Restated Bylaws, any action that can be taken at an annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present, consent to such action in writing.

On May 12, 2025, our Board approved by unanimous written consent the approval and adoption of the Amended Articles and the Amended Bylaws, in the forms included in the information statement as Annex F and Annex G, respectively.

On May 18, 2025, the May 18 Majority Shareholders approved and adopted each of the Amended Articles and the Amended Bylaws, in the forms included in the information statement as Annex F and Annex G, respectively.

Effect on Current Stockholders

The Amended Articles will (i) increase the number of authorized shares of Company Common Stock to 10,000,000,000, (ii) classify the Board so that there are three classes of directors, designated as Class I, Class II, and Class III, with each class consisting, as nearly as may be practicable, of one-third of the total members of the Board, with each class serving staggered 3-year terms, (iii) prohibit actions by written consent of the shareholders of the Company, (iv) permit the Board to change the name of the Company in its sole discretion, and (v) provide that the sole and exclusive forum for certain actions relating to the Company shall be the United States District Court for the District of Utah and any Utah State court sitting in Salt Lake County, State of Utah of the United States of America. The Amended Bylaws will (i) remove the provisions prohibiting classes of directors with staggered terms, (ii) state that directors will be elected to serve three-year terms, (iii) impose a minimum and maximum number of directors who may serve on the Board, (iv) establish advance notice requirements relating to business to be brought before the annual meeting of the shareholders of the Company, including director nominees, (v) establish requirements relating to calling special meetings and the conduct at such special meetings by the shareholders of the Company, and (vi) prohibit actions by written consent of the shareholders of the Company.

PROPOSAL 5 — THE NEW EQUITY INCENTIVE PLAN PROPOSAL

The May 18 Majority Stockholders have approved by written consent the adoption of the Company’s New Equity Incentive Plan and the material terms thereunder that will be go into effect immediately prior to the closing of the Merger Agreement and related transactions to comply with Section 5635(c) of the Nasdaq Rules, which requires stockholder approval for the issuance of securities when a stock option or purchase plan is to be established, pursuant to which stock may be acquired by officers, directors, employees, or consultants.

On May 18, 2025, the May 18 Majority Stockholders consented to the New Equity Incentive Plan, which is included as Annex H to this information statement.

Interests of Certain Persons

Members of our Board of Directors and our executive officers are eligible to receive awards under the terms of the New Equity Incentive Plan.

Reasons for Stockholder Approval

Our Common Stock is currently listed on Nasdaq, and, as such, we are subject to the Nasdaq Listing Rules. Nasdaq Listing Rule 5635(c), in relevant part, requires stockholder approval prior to the issuance of securities when a stock option or purchase plan is to be established or materially amended or other equity compensation arrangement made or materially amended, pursuant to which stock may be acquired by officers, directors, employees, or consultants.

For purposes of Nasdaq Listing Rule 5635(c), written consent of the holders of a majority of the shares of common stock entitled to vote constitutes stockholder approval. Under Section 16-10a-704 of the Utah Revised Business Corporations Act and the Company’s Amended and Restated Articles of Incorporation and Amended and Restated Bylaws, any action that can be taken at an annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present, consent to such action in writing.

Therefore, to ensure compliance with Nasdaq Listing Rule 5635(c), the May 18 Majority Stockholders, on May 18, 2025, approved the New Equity Incentive Plan.

Summary of Material Features of the Plan

The following summary of the material terms of the New Equity Incentive Plan is qualified in its entirety by the full text of the Plan, a copy of which is attached as Annex H to this Information Statement. You also may obtain a copy of the New Equity Incentive Plan, free of charge, by writing to the Company, Kindly MD, Inc. Investor Relations, 5097 South 900 East, Suite #100, Salt Lake City, Utah 84117.

Authorized Shares

Effective as of one (1) day prior to the Closing Date, the New Equity Incentive Plan shall provide for an aggregate share reserve thereunder equal to ten percent (10%) of the fully diluted Company Common Stock as of immediately after the closing of the Merger. The Company shall file a registration statement on Form S-8 registering the shares of Company Common Stock reserved for issuance under the New Equity Incentive Plan as soon as reasonably practicable after Company closes the Merger.

PROPOSAL 6 — THE CONVERTIBLE DEBT ISSUANCE PROPOSAL

The May 18 Majority Stockholders have approved by written consent to approve and adopt the Debenture Purchase Agreement and the issuance of shares of Company Common Stock to the Convert Investor issuable upon conversion of such Convertible Debenture pursuant to the terms of that certain Debenture Purchase Agreement, to comply with Nasdaq Rule 5635(d).

Transaction Summary

In connection with the Merger and the PIPE Financing, the Company entered into a Debenture Purchase Agreement with the Convert Investor, under which the Company agreed to sell and issue to the Convert Investor a secured Convertible Debenture in aggregate Principal Amount of $200.0 million in exchange for cash or bitcoin equal to 96% of the Principal Amount. The Company expects to close the Debt Financing in connection with the Merger, subject to customary closing conditions. The Convertible Debenture will be issued in a private placement in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

The Convertible Debenture provides that the Convert Investor may convert all or any portion of the principal amount of the Convertible Debenture, together with any accrued and unpaid interest thereon, at an initial conversion price of $2.80 (the “Fixed Price”), which is subject to a one-time, downward only reset equal to 130% of the volume weighted average price reported by Bloomberg as of the last trading day prior to the date of effectiveness of the registration statement with respect to the resale of the Company Common Stock issuable upon conversion of the Convertible Debenture or, if the Company has an effective shelf registration statement on Form S-3, on the Closing Date, subject to a $2.00 floor price. The Convert Investor is not permitted to convert the Convertible Debenture to the extent that the shares of Company Common Stock deliverable upon conversion thereof would exceed the Exchange Cap without prior stockholder approval.

The Company has the right to redeem the Convertible Debenture if (i) the volume-weighted average price of the Common Stock is less than the Fixed Price and it provides the Convert Investor at least 10 trading days’ notice, or (ii) the volume-weighted average price of the Common Stock is equal to or greater than $4.50 and it provides the Convert Investor at least 30 trading days’ notice, and in each case, at a redemption price equal to 101.5% of the principal amount redeemed plus accrued and unpaid interest thereon if redeemed within the first twelve months, 103.0% if redeemed between twelve and twenty-four months, and 105.0% if redeemed between twenty-four and third-six months (the “Payment Premium”). Following such notice and prior to the respective redemption, the Convert Investor shall have the right to elect to convert all or any portion of the outstanding principal plus all accrued and unpaid interest, plus the Payment Premium.

This summary is intended to provide you with basic information concerning the issuance of shares in connection with the Debt Financing. The Debenture Purchase Agreement is included in this information statement in Annex D.

Interests of Certain Persons

None of the Company’s directors or executive officers have any interest in the transaction approved by the May 18 Majority Stockholders and described in this Information Statement except in their capacity as holders of Common Stock.

Reasons for Stockholder Approval

Our Common Stock is currently listed on Nasdaq, and, as such, we are subject to the Nasdaq Listing Rules.

Nasdaq Listing Rule 5635(a) requires stockholder approval prior to the issuance of securities in connection with the acquisition of the stock or assets of another company if due to a potential issuance of the common stock listed on Nasdaq, such common stock to be issued either (i) will have, upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of such common stock, or (ii) will equal or exceed 20% of the number of shares of common stock outstanding before the issuance of such common stock.

Nasdaq Listing Rule 5635(d), in relevant part, requires stockholder approval prior to the sale, issuance, or potential issuance by the issuer of common stock (or securities convertible into or exercisable for common stock) at a price less than (i) the closing price immediately preceding the signing of the binding agreement or (ii) the average

closing price of the Company Common Stock for the five trading days immediately preceding the signing of the binding agreement. Therefore, under the Debenture Purchase Agreement, the Merger Agreement and the Subscription Agreements, the parties agreed not to issue and sell shares in excess of the Exchange Cap, unless we sought and obtained the approval of our stockholders to issue and sell shares in excess of such Exchange Cap.

On May 12, 2025, our Board approved by unanimous written consent the issuance of shares of Common Stock in excess of the Exchange Cap as the date of the Merger Agreement, at prices that are less than the lower of (i) the closing price of the Company Common Stock immediately preceding the signing of the binding agreement for the issuance of such securities and (ii) the average closing price of the Company Common Stock for the five trading days immediately preceding the signing of the binding agreement for the issuance of such securities on the date of entry into the Merger Agreement, pursuant to Nasdaq Listing Rule 5635(d).

Nasdaq Listing Rule 5635(a) requires stockholder approval prior to an Acquisition Issuance. Nasdaq Listing Rule 5635(d) requires stockholder approval for the issuance of common stock if the issuance will result in the issuance of 20% or more of the Company Common Stock outstanding before the issuance. For purposes of Nasdaq Listing Rules 5635(a) and 5635(d), written consent of the holders of a majority of the shares of common stock entitled to vote constitutes stockholder approval. Under Section 16-10a-704 of the Utah Revised Business Corporations Act and the Company’s Amended and Restated Articles of Incorporation and Amended and Restated Bylaws, any action that can be taken at an annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present, consent to such action in writing.

Therefore, to ensure compliance with Nasdaq Listing Rules 5635(a) and 5635(d), the May 18 Majority Stockholders, on May 18, 2025, approved the issuance of shares of Common Stock to the Subscribers pursuant to the Subscription Agreements, to the stockholders of Nakamoto pursuant to the Meger Agreement and to the Convert Investor pursuant to the Debenture Purchase Agreement, in excess of the Exchange Cap.

Effect on Current Stockholders

The issuance of the Company Common Stock as Merger Consideration in accordance with the terms of the Merger Agreement and the issuance of shares of Company Common Stock pursuant to the Subscription Agreements, will increase the number of shares of Common Stock outstanding by a total of 479,191,284 shares of Common Stock (including the issuance of Merger Consideration, the issuance of the PIPE Financing and the exercise of Pre-Funded Warrants), and our existing stockholders will incur a resulting dilution of their ownership percentage.

The Company expects to file a registration statement to permit the public resale of the Company Common Stock underlying the Convertible Debenture, in accordance with the Debenture Purchase Agreement. Upon conversion, the Convert Investor may resell some or all of the Company Common Stock issuable upon conversion of the Convertible Debenture, subject to beneficial ownership limitations, and such sales could cause the market price of the Company Common Stock to decline.

PROPOSAL 7 — THE MARKETING AGREEMENT SHARE ISSUANCE PROPOSAL

The May 18 Majority Stockholders have approved by written consent the issuance of up to an aggregate of 600,000,000 shares of Company Common Stock at a price per share of $1.12 per share of Company Common Stock and subject to further determinations and agreements between the parties thereto, in accordance with the Marketing Services Agreement, dated May 12, 2025, by and between Nakamoto and BTC Inc, which will be assigned to and assumed by KindlyMD from Nakamoto at the closing of the Merger pursuant to the Assignment and Assumption Agreement with Novation by and between KindlyMD, Nakamoto, and BTC Inc, to be dated as of the Closing Date (the “Assignment Agreement”), in order to comply with Nasdaq Rules 5635(a), 5635(b), and 5635(d).

Transaction Summary

On May 12, 2025, the Company entered into the Merger Agreement, Subscription Agreements and Debenture Purchase Agreement, among other agreements. In connection with the Closing of the Merger, the Company will enter into the Assignment Agreement, pursuant to which Nakamoto will assign to the Company all of its rights and delegate all of its obligations under that certain Marketing Services Agreement. The Company will accept the assignment and agree to assume and perform all obligations of Nakamoto under the Marketing Services Agreement from and after the Closing Date.

The Assignment Agreement provides that KindlyMD will assume Nakamoto’s obligation to issue equity consideration for an acquisition of BTC and that any equity consideration to be issued pursuant to the put-call option under the Marketing Services Agreement will have a per share price equal to $1.12, or the price per share of Company Common Stock issued in the PIPE Financing (the “PIPE Price Per Share”). The aggregate consideration to be received by the stockholders of BTC Inc. upon exercise of any call or put rights under the Marketing Services Agreement (i) will not exceed 600.0 million shares of Company Common Stock and (ii) will be calculated based on an industry standard multiple, not to be less than 10, of the earnings before interest, taxes, depreciation, and amortization (“EBITDA”) of BTC Inc. and its subsidiaries, with such EBITDA to equal or exceed $4,500,000, divided by the PIPE Price Per Share, as determined by a mutually agreed upon investment bank.

This summary is intended to provide you with basic information concerning the Marketing Services Agreement, and the Assignment Agreement. The full text of each of these agreements was filed as an exhibit to our Current Report on Form 8-K filed with the SEC on May 12, 2025. Additionally, the Marketing Services Agreement is included in this information statement as Annex E.

Interests of Certain Persons

None of the Company’s existing directors or executive officers have any interest in the transaction approved by the May 18 Majority Stockholders and described in this information statement except in their capacity as holders of Common Stock.

Reasons for Stockholder Approval

Our Common Stock is currently listed on Nasdaq, and, as such, we are subject to the Nasdaq Listing Rules.

Nasdaq Listing Rule 5635(a) requires stockholder approval prior to the issuance of securities in connection with the acquisition of the stock or assets of another company if due to a potential issuance of the common stock listed on Nasdaq, such common stock to be issued either (i) will have, upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of such common stock, or (ii) will equal or exceed 20% of the number of shares of common stock outstanding before the issuance of such common stock.

On May 12, 2025, our Board by unanimous written consent approved the issuance of up to an aggregate of 600,000,000 shares of Company Common Stock at the PIPE Price Per Share that could occur in connection with an exercise of the put-call option in the Marketing Service Agreement (the “Marketing Services Agreement Issuance”) The Marketing Services Agreement may qualify as an Acquisition Issuance.

Nasdaq Listing Rule 5635(b) requires stockholder approval prior to the issuance of securities when the issuance or potential issuance will result in a change of control of the Company (each, a “Change of Control Issuance”). On May 12, 2025, our Board by unanimous written consent approved the Marketing Services Agreement Issuance, which may qualify as a Change of Control Issuance to the extent BTC is issued a certain number of shares of Company Common Stock pursuant to the Marketing Services Agreement Issuance such that a change of control of the Company occurs.

Nasdaq Listing Rule 5635(d), in relevant part, requires stockholder approval prior to” the sale, issuance, or potential issuance by the issuer of common stock (or securities convertible into or exercisable for common stock) at a price less than (i) the closing price immediately preceding the signing of the binding agreement or (ii) the average closing price of the Company Common Stock for the five trading days immediately preceding the signing of the binding agreement.

On May 12, 2025, our Board approved by unanimous written consent the issuance of shares of Common Stock in excess of the Exchange Cap as the date of the Merger Agreement, at prices that are less than the lower of (i) the closing price of the Company Common Stock immediately preceding the signing of the binding agreement for the issuance of such securities and (ii) the average closing price of the Company Common Stock for the five trading days immediately preceding the signing of the binding agreement for the issuance of such securities on the date of entry into the Merger Agreement, pursuant to Nasdaq Listing Rules 5635(a), (b) and 5635(d).

Nasdaq Listing Rule 5635(a) requires stockholder approval prior to an Acquisition Issuance. Nasdaq Listing Rule 5635(b) requires stockholder approval prior to a Change of Control Issuance. Nasdaq Listing Rule 5635(d) requires stockholder approval for the issuance of common stock if the issuance will result in the issuance of 20% or more of the Company Common Stock outstanding before the issuance. For purposes of Nasdaq Listing Rule 5635(d), written consent of the holders of a majority of the shares of common stock entitled to vote constitutes stockholder approval. Under Section 16-10a-704 of the Utah Revised Business Corporations Act and the Company’s Amended and Restated Articles of Incorporation and Amended and Restated Bylaws, any action that can be taken at an annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present, consent to such action in writing.

Therefore, to ensure compliance with Nasdaq Listing Rules 5635(a), 5635(b), and 5635(d), the May 18 Majority Stockholders, on May 18, 2025, approved the Marketing Services Issuance, with such final amount issuable pursuant to the Marketing Services Agreement to be subject to further negotiations, determinations and agreements between the Company and BTC Inc, in accordance with the Marketing Services Agreement, in order to comply with Nasdaq Rules 5635(a), 5635(b), and 5635(d).

Effect on Current Stockholders

If a final definitive agreement is entered into in accordance with the Marketing Services Agreement and based on further negotiations by and between KindlyMD and BTC Inc, the issuance of the Company Common Stock, in accordance with the terms of the Marketing Services Agreement and any related definitive agreements, will increase the number of shares of Common Stock outstanding in an amount not to exceed 600,000,000 shares of Company Common Stock, and our existing stockholders will incur a resulting dilution of their ownership percentage. Because additional factors need to be determined and there is no guarantee the parties will exercise their rights to acquire BTC Inc. pursuant to the Marketing Services Agreement, the ultimate dilutive effect cannot be conclusively determined other than a maximum amount of 600,000,000 shares.

The existing shareholders of Nakamoto, which include David Bailey and certain other employees of Nakamoto, which are also equity holders of BTC Inc, will beneficially own approximately 3.8% of the outstanding shares of Company Common Stock at Closing (including shares of Company Common Stock to be issued in connection with the Merger, the PIPE Financings and the Debt Financing but excluding any shares of Company Common Stock issued in the acquisition of BTC Inc). Assuming the maximum issuance of 600,000,000 shares under this Proposal 7, the holders of BTC Inc would beneficially own approximately 50.2% of the Company (or 53.1% including the shared held by the shareholders of Nakamoto that are also equity holders in BTC Inc) following the Closing of the Transactions. Additionally, Mr. Bailey would beneficially own approximately 13.8% of the outstanding shares of Common Stock of the Company. As a result, the acquisition of BTC Inc pursuant to the approval under this Proposal 7, along with the consummation of the Merger and related Transactions, when taken together, may be deemed a change of control requiring stockholder approval under Nasdaq Rules 5635(b). This concentration of share ownership could limit trading activity in the Company Common Stock and make it more difficult for stockholders to sell the Company Common Stock at prevailing market prices or at all. Additionally, and so long as Mr. Bailey, legacy holders of BTC Inc and their respective affiliates hold a significant amount of our voting power, they will have significant influence over the outcome of all matters requiring stockholder approval, and they may vote their shares in a manner that may conflict with our interests or those of our other stockholders.

Rules 5635(a) and 5635(d), written consent of the holders of a majority of the shares of common stock entitled to vote constitutes stockholder approval. Under Section 16-10a-704 of the Utah Revised Business Corporations Act and the Company’s Amended and Restated Articles of Incorporation and Amended and Restated Bylaws, any action that can be taken at an annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present, consent to such action in writing.

Therefore, to ensure compliance with Nasdaq Listing Rules 5635(a) and 5635(d), the June 19 Majority Stockholders, on June 19, 2025, approved the issuance of shares of Company Common Stock to the Additional Subscribers in excess of the Exchange Cap under the terms of the Additional Subscription Agreements.

Effect on Current Stockholders

The issuance of the Company Common Stock, pursuant to the Additional Subscription Agreements, will increase the number of shares of Company Common Stock outstanding by a total of an additional 10,300,000 shares of Company Common Stock, and our existing stockholders will incur a resulting dilution of their ownership percentage.

The Company expects to file a registration statement to permit the public resale of the Company Common Stock issued in the Additional PIPE Financing issued to such Additional Subscribers in accordance with the Additional Subscription Agreements. The sale of such shares could cause the market price of the Company Common Stock to decline.

PROPOSAL 9 — THE ADDITIONAL SHARE ISSUANCE PROPOSAL

The June 19 Majority Stockholders have approved by written consent to approve and adopt the additional issuance of an aggregate of 10,300,000 shares of Company Common Stock at a price per share of $5.00 per share of Company Common Stock to the Additional Subscribers to comply with Sections 5635(a) and 5635(d) of the Nasdaq Rules.

Transaction Summary

Upon consummation of the Additional PIPE Financing, the Additional Subscribers will receive an aggregate 10.3 million shares of the Company Common Stock based on a price per share of $5.00.

On Jun 19, 2025, the Company entered into Additional Subscription Agreements with certain Additional Subscribers in an aggregate amount of approximately $51.5 million, pursuant to which the Company agreed to issue, and the Additional Subscribers agreed to purchase, shares of Company Common Stock at a purchase price of $5.00 per share. The Additional PIPE Financing will be issued in a private placement in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

Interests of Certain Persons

None of the Company’s directors or executive officers have any interest in the transaction approved by the June 19 Majority Stockholders and described in this Information Statement except in their capacity as holders of Common Stock.

Reasons for Stockholder Approval

Our Common Stock is currently listed on Nasdaq, and, as such, we are subject to the Nasdaq Listing Rules.

Nasdaq Listing Rule 5635(a) requires stockholder approval prior to the issuance of securities in connection with the acquisition of the stock or assets of another company if due to a potential issuance of the common stock listed on Nasdaq, such common stock to be issued either (i) will have, upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of such common stock, or (ii) will equal or exceed 20% of the number of shares of common stock outstanding before the issuance of such common stock.

Nasdaq Listing Rule 5635(d), in relevant part, requires stockholder approval prior to the sale, issuance, or potential issuance by the issuer of common stock (or securities convertible into or exercisable for common stock) at a price less than (i) the closing price immediately preceding the signing of the binding agreement or (ii) the average closing price of the Company Common Stock for the five trading days immediately preceding the signing of the binding agreement. Therefore, under the Subscription Agreements, and in connection with the Merger Agreement and the Debenture Purchase Agreement, the parties agreed not to issue and sell shares in excess of the Exchange Cap, unless we sought and obtained the approval of our stockholders to issue and sell shares in excess of such Exchange Cap.

On June 19, 2025, our Board approved by unanimous written consent the issuance of shares of Company Common Stock in excess of the Exchange Cap, in each case as of the date of the Merger Agreement and as of the date of the Additional Subscription Agreements, at prices that are less than the lower of (i) the closing price of the Company Common Stock immediately preceding the signing of the binding agreements for the issuance of such securities and (ii) the average closing price of the Company Common Stock for the five trading days immediately preceding the signing of the binding agreement for the issuance of such securities on the date of entry, pursuant to Nasdaq Listing Rules 5635(a) and (d).

Nasdaq Listing Rule 5635(a) requires stockholder approval prior to an Acquisition Issuance. Nasdaq Listing Rule 5635(d) requires stockholder approval for the issuance of common stock if the issuance will result in the issuance of 20% or more of the Company Common Stock outstanding before the issuance. For purposes of Nasdaq Listing Rules 5635(a) and 5635(d), written consent of the holders of a majority of the shares of common stock entitled to vote constitutes stockholder approval. Under Section 16-10a-704 of the Utah Revised Business Corporations Act and the Company’s Amended and Restated Articles of Incorporation and Amended and Restated Bylaws, any action that can be taken at an annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present, consent to such action in writing.

THE PARTIES TO THE MERGER AGREEMENT

Company
Kindly MD, Inc.

KindlyMD is a healthcare company focused on providing innovative medical solutions and services, with an emphasis on compliance, patient care, and operational excellence. KindlyMD and its subsidiaries are committed to maintaining the highest standards in healthcare delivery, regulatory compliance, and data protection, including robust HIPAA compliance programs and adherence to all applicable healthcare laws. The company’s operations are supported by a dedicated team and a strong governance structure, ensuring the integrity and security of patient information and the quality of its healthcare services. KindlyMD’s principal executive offices are located at 5097 South 900 East, Suite #100, Salt Lake City, Utah 84117, and its telephone number is (385) 388-8220. Additional information about Kindly MD is included in documents incorporated by reference into this information statement and in its filings with the SEC, copies of which may be obtained without charge by following the instructions in “Where You Can Find More Information.”

The Company Common Stock is listed with, and trades on, Nasdaq under the symbol “NAKA.”

Merger Partner
Nakamoto Holdings Inc.

Nakamoto, a Delaware corporation, was created to pursue a business strategy of acquiring bitcoin. Following its merger with KindlyMD, Nakamoto seeks to build a global portfolio of Bitcoin-native companies, with a focus on long-term bitcoin holdings and related business development. Nakamoto was formed in March 2025 and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and Marketing Agreement, and related transactions, including the PIPE Financing and Debt Financing in connection with the Merger. After the consummation of the Merger, Nakamoto will be a wholly owned subsidiary of the Company. Nakamoto’s principal executive offices are located at 300 10th Avenue S, Nashville TN, 37203, and its telephone number is (615) 212-9515.

Merger Sub
Kindly Holdco Corp.

Merger Sub is a Delaware corporation that was formed by KindlyMD solely for the purpose of entering into the Merger Agreement, consummating the Merger and engaging in the Transactions. Merger Sub is a wholly owned subsidiary of KindlyMD and has not carried on any business activity other than in connection with the Transactions. Upon consummation of the Merger, Merger Sub will cease to exist. Merger Sub’s principal executive offices are located at c/o 5097 South 900 East, Suite #100, Salt Lake City, Utah 84117, and its telephone number is (385) 388-8220.

THE MERGER AND RELATED TRANSACTIONS

Background of the Merger

The terms of the Merger Agreement are the result of arm’s-length negotiations between representatives of KindlyMD and Nakamoto. The following is a summary of the events leading up to the signing of the Merger Agreement and the key meetings, negotiations, discussions and actions by and between KindlyMD and Nakamoto and their respective advisors that preceded the public announcement of the transaction; it does not purport to catalogue every conversation or interaction among representatives of KindlyMD, Nakamoto and other parties.

KindlyMD’s management and Board regularly review operational and strategic opportunities to enhance their long-term strategy and increase value for their investors. In January 2025, KindlyMD began exploring potential merger candidates.

In January 2025, David Bailey and Andrew Creighton, each a co-founder of Nakamoto, held preliminary discussions about a potential bitcoin treasury strategy and engaged with members of Cohen & Company Capital Markets (“Cohen”) regarding potential merger partners. In January 2025, Nakamoto engaged Reed Smith LLP (“Reed Smith”) as its legal counsel. Cohen and Reed Smith began preliminary diligence on four potential public companies, including KindlyMD.

On February 3, 2025, Christian Lopez of Cohen contacted KindlyMD’s Chief Executive Officer, Tim Pickett to discuss interest in partnering with the founders of Nakamoto on a bitcoin treasury strategy through a potential merger or similar structure. This was initially done on a no-names basis. An executed NDA was put in place between Cohen and KindlyMD on February 3, 2025.

On February 11, 2025, KindlyMD and the founders of Nakamoto executed an NDA. On the same day, Mr. Pickett had an introductory call with the founders of Nakamoto, including David Bailey and Andrew Creighton.

On March 6, 2025, Mr. Lopez of Cohen sent a proposed letter of intent on behalf of Nakamoto to Mr. Pickett of KindlyMD. Cohen also sent out proposed letters of intent to two other potential public company merger partners on behalf of Nakamoto.

The letter of intent sent to KindlyMD contemplated the acquisition of approximately 95% of KindlyMD’s issued and outstanding shares of Company Common Stock, with the purchase price to be determined based on the 20-day volume weighted average price of Company Common Stock, calculated as of the last trading day prior to the execution of definitive transaction agreements. The proposal also included a concurrent private placement of Company Common Stock in an approximate amount of $100 million (a “PIPE”). The proposal was expressly subject to the completion of Nakamoto’s due diligence and the negotiation and execution of definitive agreements. The proposal was non-binding as to principal deal terms but did establish a binding exclusivity period, confidentiality provisions, and certain other obligations.

KindlyMD and its representatives responded to this initial proposal by requesting certain modifications, including the addition of mutual termination fee and exclusivity provisions, as well as a reservation of $1.5 million from the PIPE proceeds to be allocated for the post-closing working capital needs of the combined company. Nakamoto agreed to these requests, and circulated a revised non-binding term sheet, which KindlyMD executed on March 6, 2025, and Nakamoto countersigned March 7, 2025 (the “Term Sheet”). Cohen immediately withdrew the other two proposed letters of intent sent to the two other public companies on behalf of the founders of Nakamoto.

With the Term Sheet in place, the parties moved quickly to initiate legal and business due diligence. On March 7, 2025, Reed Smith was introduced to KindlyMD’s legal counsel, Brunson Chandler & Jones, PLLC (“BCJ”). Reed Smith sent initial legal due diligence requests to BCJ on March 9, 2025, requesting various materials in connection with its review of the proposed transaction. Shortly thereafter, on March 12, 2025, representatives from KindlyMD, Highgate Capital, KindlyMD’s financial advisor (“Highgate Capital”), BCJ, Nakamoto, Cohen, and Reed Smith convened an introductory call to introduce the respective deal teams, present the various transaction workstreams and discuss the anticipated transaction timeline. The parties collectively targeted the signing of a merger agreement by the end of March 2025 and a closing in July 2025.

On March 10, 2025, KindlyMD began populating the virtual data room (“VDR”) with materials responsive to Reed Smith’s due diligence requests. Beginning on March 10, 2025, KindlyMD granted representatives from Reed Smith, Cohen and Nakamoto access to the VDR. Reed Smith began its review of certain due diligence materials responsive to its requests. On March 14, 2025, representatives of KindlyMD returned the due diligence request list to Reed Smith with their written responses.

On March 19, 2025, Reed Smith circulated the first draft of the proposed Merger Agreement to KindlyMD and BCJ. This draft established the contemplated dual class structure and provided that, at closing of the Merger, each outstanding share of class A common stock of Nakamoto and class B common stock of Nakamoto would be converted into the right to receive a certain number of shares Company Common Stock, with the precise exchange ratios among the two classes of Nakamoto common stock to be determined at a later stage. The draft also included customary representations and warranties, an indemnification provision for Wade Rivers (as later defined) and other shareholders of KindlyMD, and covenants regarding KindlyMD’s eligibility to use a Registration Statement on Form S-3.

On March 25, 2025, after a review of the initial due diligence materials, Reed Smith provided supplemental diligence requests to KindlyMD. KindlyMD and its representatives promptly responded to Reed Smith’s supplemental requests on March 26, 2025, by returning the supplemental request list and engaging in correspondence with Reed Smith regarding the outstanding requests. KindlyMD and its representatives responded to outstanding requests on March 27, 2025, by sending Reed Smith an edited diligence request list and further uploading responsive materials to the VDR.

The period from late March through April 2025 was marked by negotiations and the exchange of multiple drafts of the Merger Agreement and related ancillary documents, including, among others, the Shareholder Support Agreement to be signed by a majority of KindlyMD’s stockholders (the “KindlyMD Majority Stockholders”), the Lock-Up Agreement to be signed by the KindlyMD Majority Stockholders, the shareholders of Nakamoto, and the officers and directors of both KindlyMD and Nakamoto (the “Lock-Up Agreement”), the Marketing Agreement by and between Nakamoto and BTC, Inc. (the “Marketing Agreement”), and the Assignment and Assumption Agreement with Novation (the “Assignment Agreement”), which Reed Smith initially sent to KindlyMD and BCJ on March 25, 2025, March 25, 2025, and April 17, 2025, respectively. On March 26, 2025, BCJ delivered a revised draft of the Merger Agreement on behalf of KindlyMD (the “March 26 Merger Agreement Draft”). This March 26 Merger Agreement Draft included, among other revisions, deletion of the indemnification provisions by certain shareholders in connection with the Merger and requested that certain indemnification provisions be made mutual, rather than specific to KindlyMD. Additionally, in its comments regarding the Merger Agreement, KindlyMD’s representatives also modified certain representations regarding securities and expenditures, commented on the proposed 50% break-up fee split, and raised questions regarding the appropriate amount for a potential termination fee, but did not propose an amount.

Nakamoto, Cohen, and Reed Smith reviewed and considered the March 26 Merger Agreement Draft shared by BCJ on behalf of KindlyMD. On March 28, 2025, Mr. Lopez held a call with Mr. Pickett to discuss the indemnification provisions and the deal break fee. The parties deliberated over a proposed termination fee of $2.5 million and considered multiple approaches to the indemnity issue. Later that day, Reed Smith and BCJ held a call to further address KindlyMD’s indemnification comments. Reed Smith advocated for indemnity by Wade Rivers, a limited liability company that is beneficially owned by The Wade Rivers Trust, for which Mr. Pickett and his spouse serve as trustees, due to KindlyMD’s “quasi-private” characteristics and Mr. Pickett’s controlling position. Reed Smith proposed to cap Wade Rivers’ liability at the value of the shares of KindlyMD or cash proceeds received by Wade Rivers. Representatives from BCJ and Highgate Capital pushed back noting that such indemnity is highly unusual for public company transactions, especially since Mr. Pickett already certified KindlyMD’s filings with the SEC. The parties agreed to revise the indemnification provisions to include a narrower scope and clearer liability limits, reflecting a compromise between the parties’ respective positions.

Nakamoto and Reed Smith incorporated these discussions into an updated draft of the Merger Agreement, which Reed Smith delivered to BCJ and KindlyMD on April 2, 2025 (the “April 2 Merger Agreement Draft”). The April 2 Merger Agreement Draft, among other things, included edits requiring KindlyMD to purchase a six-year “tail” policy for directors and officers, and specifying that certain indemnification rights will survive the Merger. Additionally, the April 2 Merger Agreement Draft included expanded representations and warranties, including with respect to compliance with laws, employee matters, and intellectual property, as well as more robust covenants regarding the conduct of KindlyMD’s business between signing of the Merger Agreement and prior to closing.

On April 2, 2025, after reviewing additional materials provided in the VDR and previous responses from KindlyMD, representatives from Reed Smith sent additional due diligence requests to KindlyMD. KindlyMD promptly responded to these requests on April 3, 2025, and uploaded responsive documentation to the VDR.

On April 5, 2025, recognizing the need for additional time to resolve outstanding issues related to provision on share price and indemnification, the parties mutually agreed to extend the exclusivity period through May 6, 2025.

On April 9, 2025, representatives from Reed Smith and KindlyMD participated in a diligence call focused on healthcare regulatory matters, including FDA and HIPAA compliance.

On April 14, 2025, Reed Smith and BCJ held a collaborative call to discuss various matters, including: the potential use of $3.75 million of proceeds from the PIPE for holders of warrants of KindlyMD (“KindlyMD Warrants”) who may elect to redeem their KindlyMD Warrants for cash within a 30-day period post-closing of the Merger and certain rebranding matters related to KindlyMD’s stock ticker symbol. In addition, the parties discussed the potential for pre-closing financing whereby BTC Inc., an affiliate of Nakamoto would lend KindlyMD funds for KindlyMD to use as working capital through the closing (“Working Capital”) and that the definitive documents for such financing would include certain restrictions on the use of the funds. KindlyMD brought up that it typically issued restricted stock and stock options at the end of each quarter and was planning on issuing certain shares and options to key individuals according to its usual practice. It was decided by the parties, due to the status of the negotiations, that KindlyMD would hold off on those issuances in the short term.

On April 16, 2025, Mr. Pickett sent an email to Nakamoto principals that disclosed KindlyMD was negotiating amended employment agreements with certain key KindlyMD employees (the “Key Individual Addenda”). On the same date, BCJ sent a draft of the disclosure schedules and an updated draft of the Merger Agreement to Nakamoto and Reed Smith for review. Among other edits, KindlyMD added a value threshold of $25,000 for the disclosure of contracts that imposed indemnification obligations on the Company, struck certain representations related to regulatory matters, and included various knowledge qualifiers. The disclosure schedules delivered by KindlyMD included the proposed terms of the Key Individual Addenda. On April 18, 2025, KindlyMD followed up with updated drafts of certain ancillary documents, including note to the Shareholder Support Agreement and Lock-Up Agreement indicating which KindlyMD shareholders had agreed to be party to such agreements.

On April 17, 2025, Reed Smith circulated a revised version of the Marketing Agreement between Nakamoto and BTC, which updated the terms of the marketing relationship between Nakamoto and BTC. BCJ confirmed KindlyMD had no additional comments to the Marketing Agreement later that day. Also on April 17, 2025, Reed Smith shared initial drafts of the Subscription Agreement for the PIPE with BCJ. After a thorough review, KindlyMD and its representatives requested no material changes. On April 30, 2025, Cohen distributed the Subscription Agreement to investors and began receiving investor comments on May 2, 2025.

On April 23, 2025, after reviewing the due diligence provided by KindlyMD, Reed Smith sent an email to KindlyMD regarding the terms of the Key Employee Addenda and requesting certain other documents, and the parties had multiple email discussions regarding these matters. On April 24, 2025, BCJ notified Nakamoto and Reed Smith that KindlyMD wanted to discuss certain operational matters regarding employee matters, including the Key Employee Addenda, and the parties agreed to set a call to discuss. On that day, Mr. Pickett and Mr. Lewis went through KindlyMD financial matters and the Key Employee Addenda. In addition, the parties traded minimal comments of the form of escrow agreement to be used in connection with the PIPE and mutually agreed to the form that day.

As negotiations progressed, the parties revisited the transaction structure and certain key terms. On April 25, 2025, representatives from Reed Smith and Cohen held a call with Mr. Pickett, and BCJ to discuss key deal terms. KindlyMD sought additional Working Capital and an increased PIPE price per share offer. Reed Smith communicated that Nakamoto would not increase the PIPE per share offer price.

On April 30, 2025, Reed Smith circulated updated drafts of the Merger Agreement and ancillary documents, including the Shareholder Support Agreement, the Assignment Agreement, the Lock-Up Agreement, and the Marketing Agreement, reflecting the new deal terms to KindlyMD and BCJ. The updates included, among other things, (i) the replacement of the dual class structure with a classified board consisting of seven directors serving staggered three-year terms, with one director selected by KindlyMD and the remaining six (including four independent directors) appointed by Nakamoto; (ii) the agreed price per share for KindlyMD Common Stock to be issued to Nakamoto shareholders and PIPE investors was set at $1.12, to remain fixed regardless of the PIPE size; and (iii) a cap with a forfeiture clause

relating to some of Wade Rivers’ KindlyMD Common Stock was established for claims against representations. The documents also contemplated that directors’ and officers’ insurance would be in place post-closing, with Nakamoto agreeing to cover half the D&O tail policy premium, and Wade Rivers’ indemnification cap was removed.

On May 1, 2025, Mr. Pickett delivered email correspondence to Cohen that described the latest Merger Agreement draft as placing undue personal liability on Wade Rivers and an objection to uncapped dilution. Mr. Pickett also requested additional protections for key personnel and a clear commitment from Nakamoto to cover operating costs between signing and closing of the Merger Agreement. Mr. Pickett and Mr. Bailey held a phone call and discussed these concerns and other major deal points including the proposal of pre-closing financing to be funded by BTC on May 2, 2025. Specifically, they discussed Working Capital, the use of warrant funds, transaction expenses and management of KindlyMD post-transaction.

On May 3, 2025, BCJ returned an updated draft of the Merger Agreement. The revisions included acceptance of the classified board structure and the $1.12 price per share of KindlyMD Common Stock to be issued to Nakamoto shareholders and PIPE investors. BCJ’s principal edits included moving the outside date for closing from November 14, 2025, to December 31, 2025, capping Wade Rivers’ indemnification obligations at $250,000, and increasing the transaction expense cap from $2,345,800 to $5,500,000. On that same date, Mr. Pickett delivered an Executive Summary of the Key Employee Addenda to Mr. Lewis.

On May 5, 2025, based on a mutual recognition of transaction progress, the parties agreed to extend the exclusivity period under the Term Sheet through May 12, 2025. Mr. Pickett and Mr. Bailey discussed the Key Employee Addenda and Reed Smith requested further information about those agreements for further discussion. On May 7, 2025, Mr. Pickett and Reed Smith had a conference call regarding the Key Employee Addenda.

On May 7, 2025, Nakamoto and Reed Smith received a convertible note term sheet from Yorkville Advisers Ltd. (“Yorkville”) based on and drafted to reflect prior discussions between Cohen and Yorkville. The term sheet provided for $80 million in secured convertible debentures to KindlyMD, secured by bitcoin collateral at 2X the outstanding balance, with a 36-month maturity, zero coupon for two years, and 6% interest thereafter. The debentures were convertible at $2.80 per share (subject to a one-time downward reset, with a $2.00 floor), and repayment in cash included a premium of up to 5% depending on timing. Nakamoto and Reed Smith sent comments on the term sheet to Yorkville’s counsel, clarifying that the 5% premium would not apply at maturity, that shareholder consent would be sought pre-closing, and that 18% interest “upon” an event of default would be changed to “during a continuing event of default.” Yorkville’s counsel then prepared and sent to Reed Smith drafts of the definitive convertible note documentation on May 8, 2025. Reed Smith reviewed the drafts and shared with KindlyMD and BCJ on May 9, 2025. BCJ reviewed the documentation and reverted with the convertible note disclosure schedules and worked with Reed Smith to complete the schedules, before sharing with Yorkville counsel on May 10, 2025.

Reed Smith circulated updated drafts of the definitive convertible note documentation to Yorkville counsel on May 10, 2025. These drafts reflected an increased threshold for cross-defaults and judgment defaults, an extended cure period for payment defaults, and a requirement that the Company use commercially reasonable efforts to provide legal opinions for legend removal, qualifying this requirement.

On May 8, 2025, Mr. Pickett sent an email to Nakamoto and Reed Smith outlining that certain restricted shares and stock options would need to be issued based on the Company’s usual practice to issue shares at the end of each quarter (but that didn’t occur due to the parties ongoing negotiations). He also further outlined future equity option awards and discussed the timeline of getting the Key Employee Addenda signed. Reed Smith responded with questions about the issuances and grants and Mr. Pickett responded, and Reed Smith requested that KindlyMD wait to issue any restricted stock or options until the parties were able to further discuss.

Between May 9, 2025 and May 12, 2025, the parties continued to negotiate and discuss deal terms through numerous meetings, calls, and email exchanges. Mr. Pickett sent email correspondence to Nakamoto and its representatives emphasizing KindlyMD’s commitment to the transaction and requesting increased Company operating funds, mutual agreement for various employee matters, including the Key Employee Addenda, and no personal clawbacks or liability for Wade Rivers with respect to transaction expenses and indemnification.

Reed Smith updated the Marketing Agreement on May 9, 2025, and circulated to KindlyMD and BCJ. These updates include: (i) a requirement that BTC shareholders vote in favor of any merger recommended by the board of directors of BTC in connection with the exercise of a put or call right; (ii) a provision that EBITDA must equal or exceed $4,500,000 in the calculation of BTC’s valuation under the agreement; and (iii) a requirement that the parties

must cooperate to ensure a transaction under a call right exercise constitutes a “Qualifying Tax Transaction” under the Internal Revenue Code. Reed Smith sent this draft to KindlyMD and its representatives approved of the revisions to the Marketing Agreement on May 10, 2025.

On May 10, 2025, Reed Smith circulated to BCJ a revised Merger Agreement that reduced the transaction expense cap from $5,500,000 to $2,022,900, added provisions related to the then-new convertible note documentation, added provisions related to the revised Marketing Agreement, and clarified the resignations required for closing would be certain members of the board of directors of KindlyMD. Later that day, KindlyMD and BCJ returned the Merger Agreement with further updates, including an updated share count, revised timing for indebtedness repayment, and a modest increase in the transaction expense cap. Mr. Pickett, KindlyMD and Reed Smith had a call regarding the share issuances and option grants pursuant to the Key Employee Addenda and settlement agreements with KindlyMD’s financial advisors. The disclosure schedules were further updated and revised to include the issuance of certain shares and grant of certain options under the Key Employee Addenda to occur after signing and before the Closing of the Merger Agreement. On May 11, 2025, the parties mutually agreed that the Merger Agreement and the disclosure schedules were in final form.

On May 10, 2025, KindlyMD had a conference call with Kingswood Capital to review the proposed Merger Agreement and ancillary documents and to discuss KindlyMD’s financial position, including its cash flow needs and expense obligations to continue as a public company. KindlyMD provided to Kingswood Capital due diligence on its business, including cash flow reports, budgets, Board discussions regarding potential acquisitions, client reports, letters from its officers regarding the potential Merger, and other documents that were requested by Kingswood Capital. On May 11, 2025, after discussions with Mr. Pickett and after reviewing the documents provided, Kingswood Capital delivered a draft fairness opinion to KindlyMD, which was then presented to KindlyMD’s Board of Directors for review and discussion at a Board Meeting. A final, signed version of the fairness opinion was delivered by Kingswood Capital to KindlyMD once payment was made following the signing of the Merger Agreement.

Following the finalization of the Merger Agreement, the Board convened to consider the terms of the transaction. After careful review of the Merger Agreement, the fairness opinion, the process leading to its negotiation, and the advice of outside legal and financial advisors, the Board unanimously determined that the Merger Agreement and the transactions contemplated thereby were fair to and in the best interests of the Company and its stockholders. The Board approved the Merger Agreement and recommended its adoption by the stockholders of the Company.

On May 12, 2025, Kindly and Nakamoto issued a joint press release announcing the execution of the Merger Agreement.

On May 18, 2025, the principal stockholders of KindlyMD, holding a majority of the voting power of the outstanding shares of KindlyMD Common Stock, delivered a written consent approving and adopting the Merger Agreement and the transactions contemplated thereby. This action satisfied the requisite stockholder approval under Utah law and the Company’s articles of incorporation.

Recommendation of the Board; Reasons for the Merger

After consideration of various factors as discussed below, on May 11, 2025, the Board has unanimously:

•        determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, are fair to and in the best interests of the Company and its stockholders;

•        determined that the PIPE Financing and the Debt Financing are fair to and in the best interests of the Company and its stockholders;

•        approved and declared advisable the Merger Agreement and the Transactions, including the Merger;

•        authorized and approved the execution, delivery and performance by the Company of the Merger Agreement, the Subscription Agreements and the Debenture Purchase Agreement and the consummation of the Transactions, including the Merger, the PIPE Financing and the Debt Financing, upon the terms and subject to the conditions set forth in the Merger Agreement, the Subscription Agreements and the Debenture Purchase Agreement, respectively;

•        recommended the adoption of the Merger Agreement by the stockholders of the Company;

•        recommended the adoption of the issuance of the Company Common Stock pursuant to the Subscription Agreements and Debenture Purchase Agreement by the stockholders of the Company; and

•        recommended each of the adoption of the Governance Proposal, The New Equity Incentive Plan Proposal, and the Convertible Share Issuance Proposal.

In evaluating the Merger Agreement, the Merger and the Transactions, the Board consulted with the Company’s senior management, as well as outside legal counsel and financial advisors. In the course of making its determination (1) that the Merger is fair to and in the best interests of the Company and its stockholders; (2) to approve and declare advisable the Merger Agreement and the Transactions, including the Merger; and (3) to recommend the adoption of the Merger Agreement by the stockholders of the Company, the Board considered numerous factors, including the following non-exhaustive list of material factors and benefits of the Merger, each of which the Board believed supported its determination and recommendation and are not presented in any relative order of importance:

Business and Financial Condition.    The Board considered the Company’s business, financial performance and condition and future prospects and the risks and uncertainties attendant thereto.

Risks and Uncertainties.    The Board considered, among other factors, that the Company’s business and that its stockholders would continue to be subject to significant risks and uncertainties if the Company remained an independent public company, including:

•        risks and uncertainties related to the Company’s business, financial performance and condition and future prospects, including economic uncertainties, unfavorable conditions in the Company’s industry;

•        the current industry, economic and market conditions and trends in the markets in which the Company competes, including the on-going changes in such markets and the Company’s business and the risks and uncertainties attendant thereto, including evolving customer requirements and operating in a highly competitive and fragmented industry;

•        the risks set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024; and

•        ongoing costs and expenses of remaining a public company.

Board Independence.    The Board considered the fact that the Board approved the Transactions following extensive discussions with the Company’s management team, financial advisors and outside legal counsel. Additionally, all of the directors on the Board were actively involved throughout the sale transaction process.

Strategic Alternatives.    The Board considered:

•        the results of the Company’s prior sale processes and discussions and its process of exploring, analyzing and evaluating its strategic alternatives, including remaining as an independent public company and pursuing the Company’s long-term business plan;

•        the fact that the terms of the Merger Agreement were the result of robust arm’s-length negotiations conducted by the Company, with the knowledge and at the direction of the Board, and with the assistance of independent financial advisors and outside legal counsel;

•        that, should any potential counterparty have been interested in pursuing a transaction with the Company prior to the Specified Time (as defined in the Merger Agreement), the Merger Agreement provided for the right, under certain circumstances, to furnish information to, and conduct negotiations with, third parties prior to the Specified Time, as more fully described below under the heading “Other Terms of the Merger Agreement — Ability to Respond to Unsolicited Acquisition Proposals;”

•        alternative means of creating stockholder value and pursuing the Company’s strategic goals (including pursuing the Company’s long-term business plan as an independent company) and the risks and uncertainties attendant thereto, and the Board’s belief that the Merger represents the best available alternative for maximizing value for the Company’s stockholders.

Financial Analyses and Opinion of Financial Advisor.    The Board considered the oral opinion of Kingswood Capital, subsequently confirmed in Kingswood Capital’s written opinion dated as of the same date on which the oral opinion was provided, to the Board, with respect to the fairness as of such date, from a financial point of view, to holders of Company Common Stock, which opinion was based on and subject to various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Kingswood Capital in rendering its opinion, as more fully described below in the section titled “The Merger and Related Transactions — Opinion of Kingswood Capital Partners.”

Majority Stockholder Consent.    The Board considered that the Majority Stockholders, which collectively controlled more than 50% of the aggregate voting power of the issued and outstanding shares of Company Common Stock as of May 12, 2025, had indicated that they would be willing to provide consent to the Transactions if requested and that the Company would solicit consent immediately following entry into the Merger Agreement.

Likelihood of Completion; Certainty of Payment.    The Board considered its belief that the Merger represented a transaction that would likely be consummated based on, among other factors:

•        the absence of any financing condition to the consummation of the Merger and Merger Partner’s delivery of the Promissory Note;

•        the fact that the Merger Agreement requires Merger Partner to use its reasonable best efforts to obtain applicable regulatory approvals to consummate the Merger as further described below under the heading “The Merger Agreement — Efforts to Consummate; Legal Conditions to Merger;”

•        the exceptions contained within the “Public Company Material Adverse Effect” definition, which generally defines the standard for closing risk; and

•        the fact that the conditions to the closing of the Merger are specific and limited in scope.

The Board also considered and balanced against the potentially positive factors a number of uncertainties, risks and potentially negative factors in its deliberations concerning the Merger and the Transactions, including the costs of the Merger, interim operating covenants, and other risks of the type and nature described under the sections titled “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors.”

The foregoing discussion is not meant to be exhaustive, but summarizes certain material factors considered by the Board in its evaluation of the Merger. After considering these and other factors, the Board concluded that the potential benefits of the Merger outweighed the uncertainties and risks. In view of the variety of factors considered by the Board and the complexity of these factors, the Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the foregoing factors in reaching its determination and recommendations. Moreover, each member of the Board applied his or her own personal business judgment to the process and may have assigned different weights to different factors. Upon due consideration of these and other factors, the Board believed that, overall, the potential benefits of the Merger to the Company’s stockholders outweighed the risks and uncertainties of the Merger and adopted and approved the Merger Agreement, the Merger and the other Transactions and recommended that the stockholders adopt the Merger Agreement and approve the Merger based upon the totality of the information presented to and considered by the Board. This explanation of the reasoning of the Board and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors.”

Required Stockholder Approval for the Merger and Related Transactions

Under Utah law and the Company’s certificate of incorporation, the adoption of the Merger Agreement and related Transactions by our stockholders required the affirmative vote or written consent of stockholders of the Company holding in the aggregate at least a majority of the voting power of the outstanding shares of Company Common Stock entitled to vote thereon. As of May 18, 2025, the date the May 18 Majority Stockholders delivered the May Written Consent, there were 7,305,286 shares of Company Common Stock outstanding. Holders of Company Common Stock are entitled to one vote for each share held of record on all matters on which stockholders are entitled to vote generally, including adoption of the Merger Agreement.

On May 18, 2025, following the execution of the Merger Agreement, the May 18 Majority Stockholders, which collectively beneficially owned 3,708,163 shares of Company Common Stock representing approximately 50.76% of the aggregate voting power of the then issued and outstanding shares of Company Common Stock, delivered the

May Written Consent. As a result, no further action by any stockholder of the Company is required under applicable law or the Merger Agreement (or otherwise) to adopt the Merger Agreement or approve the Merger or related Transactions and the May Proposals, and the Company will not be soliciting your vote for or consent to the adoption of the Merger Agreement and the approval of the Transactions and will not call a stockholders’ meeting for purposes of voting on the adoption of the Merger Agreement, the approval of the Transactions or the approval of the May Proposals. No action by the stockholders of Merger Sub is required to complete the Merger and all requisite corporate action by and on behalf of Merger Partner required to complete the Merger has been taken.

As of June 19, 2025, the date the June 19 Majority Stockholders delivered the June Written Consent, there were 7,606,320 shares of Company Common Stock outstanding. On June 19, 2025, following the execution of the Additional Subscription Agreements, the June 19 Majority Stockholders, which collectively beneficially owned 3,813,927 shares of Company Common Stock representing approximately 50.14% of the aggregate voting power of the then issued and outstanding shares of Company Common Stock, delivered the June Written Consent. As a result, no further action by any stockholder of the Company is required under applicable law or the Additional Subscription Agreements (or otherwise) to adopt the June Proposals, and the Company will not be soliciting your vote for or consent to the adoption or approval of the June Proposals and will not call a stockholders’ meeting for purposes of voting on the June Proposals.

When actions are taken by the written consent of less than all of the stockholders entitled to vote on a matter, Utah law requires notice of the action be given to those stockholders who did not consent in writing to the action and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that consents signed by a sufficient number of holders to take the action were delivered to the corporation in accordance with Section 16-10a-704 of the UBCA. This information statement and the notice attached hereto constitute notice to you from the Company of the May Written Consent and the June Written Consent as required by Utah law.

Opinion of Kingswood Capital Partners

Pursuant to an engagement letter, the Company retained Kingswood Capital as a financial advisor in connection with the Merger.

On May 11, 2025, Kingswood Capital delivered to the Board a draft written opinion that, as of such date and based upon and subject to the factors and assumptions set forth in its opinion, the Merger was fair, from a financial point of view, to the Company. Kingswood Capital later delivered to the Board a final written opinion dated May 11, 2025 with the same conclusion.

The full text of the written opinion of Kingswood Capital dated May 11, 2025, which sets forth, among other things, the assumptions made, matters considered and limits on the review undertaken, is attached as Annex B to this information statement and is incorporated herein by reference. The summary of the opinion of Kingswood Capital set forth in this information statement is qualified in its entirety by reference to the full text of such opinion. The Company’s stockholders are urged to read the opinion in its entirety.

Kingswood Capital’s written opinion was addressed to the Board (in its capacity as such) in connection with and for the purposes of its evaluation of the Merger and related transactions related to the Merger, including the PIPE, and addressed, as of the date of the opinion, the fairness, from a financial point of view, of the Merger and related transactions and did not address any other aspect of the Merger. The issuance of Kingswood Capital’s opinion was approved by a fairness committee of Kingswood Capital. The opinion does not constitute a recommendation to the Board of the Company as to how it should vote with respect to the Merger or any other matter.

In arriving at its opinion, Kingswood Capital, among other things:

•        reviewed a draft dated May 10, 2025 of the Agreement and Plan of Merger;

•        reviewed and analyzed certain publicly available financial and other information for the Company, including filings with the SEC;

•        reviewed and analyzed certain relevant historical financial and operating data concerning the Company;

•        reviewed and analyzed certain internal financial analyses, including the cash burn model over the next year, projections as to cost and expenses;

•        reviewed and analyzed including equity research on comparable companies and certain other relevant financial and operating data furnished to us by the management of the Company;

•        discussed with certain members of the management of the Company the historical and current financial condition, business operations and prospects of the Company;

•        reviewed and analyzed certain operating results of each of the Company as compared to operating results and the reported price and trading histories of certain comparable publicly traded companies that it deemed relevant;

•        reviewed certain pro forma financial effects of the Merger;

•        reviewed and analyzed certain financial terms of the Agreement as compared to the publicly available financial terms of certain selected comparable business combinations that it deemed relevant; and

•        reviewed and analyzed such other information and such other factors, and conducted such other financial studies, analyses and investigations as Kingswood Capital deemed relevant for the purposes of rendering its opinion.

In addition, Kingswood Capital held discussions with certain members of the management of the Company and Parent with respect to certain aspects of the Merger, the past and current business operations of the Company, the financial condition and future prospects and operations of the Company and certain other matters Kingswood Capital believed necessary or appropriate to its inquiry.

In giving its opinion, Kingswood Capital relied upon the assumption that all information and documents provided to Kingswood Capital by the Company were accurate, genuine and complete in all material respects. Kingswood Capital did not conduct or was not provided with any valuation or appraisal of any assets or liabilities of the Company and assumed that there were no material changes in the assets, liabilities, financial condition, results of operations, business or prospects of the Company since its last financial statement. Kingswood Capital also assumed that the Merger and the other transactions contemplated by the Agreement and Plan of Merger will be consummated as described in the Agreement and Plan of Merger and that the final form of the Agreement and Plan of Merger would not differ in any material respect from the draft thereof furnished to Kingswood Capital. Kingswood Capital also assumed that the representations and warranties made by each party in the Agreement and Plan of Merger Agreement and Plan of Merger are true and correct in all respects material to its analysis. The opinion of Kingswood Capital did not address any legal, regulatory, tax or accounting matters related to the Merger as assumed the Company received advice made by advisors to the Company with respect to such issues. Kingswood Capital further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the Merger will be obtained and that in the course of obtaining any of those consents no restrictions will be imposed or waivers made that would have an adverse effect on the Company, or the contemplated benefits of the Merger.

The projections furnished to Kingswood Capital were prepared by the Company’s management. The Company does not publicly disclose internal management projections of the type provided to Kingswood Capital in connection with Kingswood Capital’s analysis of the Merger, and such projections were not prepared with a view toward public disclosure. These projections were based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of the Company’s management, including, without limitation, factors related to general economic and competitive conditions and prevailing interest rates. Accordingly, actual results could vary significantly from those set forth in such projections.

Kingswood Capital’s opinion was necessarily based on economic and market conditions and other circumstances as they exist and can be evaluated as of the date of such opinion. Kingswood Capital’s opinion noted that subsequent developments may affect Kingswood Capital’s opinion, and that Kingswood Capital does not have any obligation to update, revise, or reaffirm such opinion and expressly disclaims any responsibility to do so. Kingswood Capital’s opinion is limited to the fairness, from a financial point of view, of the Merger, and Kingswood Capital has expressed no opinion on the Company’s underlying business decision to proceed with the Merger or the relative merits of the Merger compared to other alternatives available to the Company. Furthermore, Kingswood Capital expressed no opinion with respect to the prices or ranges of prices at which shares or the securities will trade at any time, including following the announcement or consummation of the Merger, or as to the potential effects of volatility in the credit,

financial, and stock markets on the Company or the amount or nature of any compensation to any officers, directors, or employees of any party to the Merger, or any class of such persons relative to the Merger with respect to the fairness of any such compensation.

The terms of the Agreement and Plan of Merger were determined through arm’s length negotiations, and the decision to enter into the Agreement and Plan of Merger was solely that of the Board. Kingswood Capital’s opinion and financial analyses were only one of the many factors considered by the Board in its evaluation of the Merger and should not be viewed as determinative of the views of the Board or management with respect to the Merger.

As a part of its investment banking business, Kingswood Capital is regularly engaged in the valuation of businesses and their securities in connection with mergers, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes. Kingswood Capital was selected to advise the Company with respect to the Merger on the basis of, among other things, such experience, its qualifications and reputation in connection with such matters and its familiarity with the Company and the industries in which it operates. For its financial advisory services, the Company agreed to pay Kingswood Capital a total fee in the amount of $110,000, which has been fully paid by the Company.

PIPE Financings and Debt Financing

Contemporaneously with the execution of the Merger Agreement, certain Subscribers entered into Subscription Agreements with KindlyMD in an aggregate amount of approximately $511.7 million, pursuant to which KindlyMD agreed to issue, and the Subscribers agreed to purchase, shares of Company Common Stock at a purchase price of $1.12 per share and/or Pre-Funded Warrants, in the PIPE Financing. The PIPE Financing will be issued in a private placement in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

Additionally, on June 19, 2025, the Company subsequently entered into Additional Subscription Agreements, with Additional Subscribers in an aggregate amount of $51.5 million. Under these Additional Subscription Agreements, the Company agreed to issue and sell to the Additional Subscribers shares of Company Common Stock at a purchase price of $5.00 per share in a private placement on substantially similar terms as the Initial Subscription Agreements. (The Additional PIPE Financing will each be issued in a private placement in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

The net proceeds from the PIPE Financings are intended to be used by KindlyMD to purchase Bitcoin and for working capital and general corporate purposes.

The Closing of the PIPE Financings are contingent upon, and will occur substantially concurrently with, the Closing of the Merger and the satisfaction or waiver of customary closing conditions. The Subscribers’ obligation to close is also subject to their consent to any amendments, modifications, or waivers to the terms of the Merger Agreement that would reasonably be expected to materially and adversely affect the economic benefits the Subscribers would reasonably expect to receive under the Subscription Agreements, among other customary closing conditions.

Pursuant to the Subscription Agreements, KindlyMD has agreed to use commercially reasonable efforts to file with the SEC, within thirty (30) calendar days after the consummation of the PIPE Financings, a registration statement registering the resale of the Registrable Securities (as defined in the Subscription Agreement). KindlyMD shall use its commercially reasonable efforts to have such registration statement declared effective as soon as practicable after filing, but no later than the 60th calendar day (or 90th calendar day if the SEC notifies KindlyMD that it will review the registration statement) following the Closing. KindlyMD is also obligated to maintain the effectiveness of the registration statement for a period ending on the earlier of (A) the date the Subscriber ceases to hold any Registrable Securities, (B) the date all Registrable Securities held by the Subscriber may be sold without restriction under Rule 144, or (C) three years from the effective date of the registration statement.

Each Subscription Agreement shall terminate and be void and of no further force and effect upon the earliest to occur of (1) such date and time as the Merger Agreement is validly terminated in accordance with its terms; (2) the mutual written agreement of the respective parties to terminate such agreement; (3) if any of the conditions to closing are not satisfied or capable of being satisfied on or prior to the Closing and, as a result, the transactions contemplated by the Subscription Agreement will not be or are not consummated at Closing; or (4) at the election of the Subscriber, on or after November 14, 2025.

The form of Subscription Agreement is included as Annex C to this information statement, and the foregoing description thereof is qualified in its entirety by reference to the full text of the form of Subscription Agreement and the terms of which are incorporated by reference herein.

Secured Convertible Debenture Purchase Agreement

On May 12, 2025, KindlyMD entered into the Debenture Purchase Agreement with the Convert Investor, under which the Company agreed to sell and issue to the Convert Investor a Convertible Debenture in aggregate Principal Amount of $200.0 million (in exchange for cash or bitcoin equal to 96% of the Principal Amount. The Company expects to close the issuance of the Convertible Debenture in connection with the Merger, subject to customary closing conditions. The Convertible Debenture will be issued in a private placement in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act.

The Convertible Debenture bears interest at a rate of 0.00% per annum for the first two years, and 6.00% per annum for the third year and is payable on the Maturity Date or earlier redemption date. The interest rate will increase to a rate of 18.0% per annum upon the occurrence and during the continuance of an event of default under the Convertible Debenture. The Convertible Debenture will be secured by Bitcoin having a value of not less the $400 million.

The Convertible Debenture provides that the Investor may convert all or any portion of the principal amount of the Convertible Debenture, together with any accrued and unpaid interest thereon, at an initial conversion price of $2.80 (the “Fixed Price”), which is subject to a one-time, downward only reset equal to 130% of the volume weighted average price reported by Bloomberg as of the last trading day prior to the date of effectiveness of the registration statement with respect to the resale of the Company Common Stock issuable upon conversion of the Convertible Debenture or, if the Company has an effective shelf registration statement on Form S-3, on the Closing Date, subject to a $2.00 floor price. The Investor is not permitted to convert the Convertible Debenture to the extent that the shares of Company Common Stock deliverable upon conversion thereof would exceed the Exchange Cap without prior stockholder approval.

The Company has the right to redeem the Convertible Debenture if (i) the volume-weighted average price of the Company Common Stock is less than the Fixed Price and it provides the Investor at least 10 trading days’ notice or (ii) the volume-weighted average price of the Company Common Stock is equal to or greater than $4.50 and it provides the Investor at least 30 trading days’ notice, and in each case, at a redemption price equal to 101.5% of the principal amount redeemed plus accrued and unpaid interest thereon if redeemed within the first twelve months, 103.0% if redeemed between twelve and twenty-four months, and 105.0% if redeemed between twenty-four and third-six months (the “Payment Premium”). Following such notice and prior to the respective redemption, the Investor shall have the right to elect to convert all or any portion of the outstanding principal plus all accrued and unpaid interest, plus the Payment Premium.

The Convertible Debenture includes customary covenants and events of default that are typical for transactions of this type and certain affirmative and negative covenants. The closing of the Debt Financing is subject to customary closing conditions, in addition to: (1) the consummation of the Merger and the Investor’s consent to any amendments, modifications, or waivers to the terms of the Merger Agreement that would reasonably be expected to materially and adversely affect the economic benefits of the Investor, (2) the approval of KindlyMD’s stockholders for the issuance of the shares in excess of the Exchange Cap pursuant to the Debt Financing, and (3) the completion of a common equity financing of at least $500.0 million.

Pursuant to the Debenture Purchase Agreement, KindlyMD has agreed to certain obligations to register and maintain the registration of the secured convertible debenture and the shares of Company Common Stock underlying the debenture, including that, on or before the Closing Date, KindlyMD and the Investor will execute and deliver a Registration Rights Agreement. Under this agreement, KindlyMD shall be required to provide certain registration rights under the Securities Act and applicable state securities laws for the resale of the secured convertible debenture and the shares of Company Common Stock issuable upon conversion of the debenture.

The Debenture Purchase Agreement may be terminated and be void and of no further force and effect upon the earliest to occur of (i) such date and time as the Merger Agreement is terminated in accordance with its terms; (ii) the mutual written agreement of the respective parties to terminate such agreement; or (iii) August 31, 2025.

At closing, in connection with the issuance of the Notes, (i) KindlyMD and YA II PN, Ltd., as collateral agent, will enter into a Pledge and Security Agreement, and (ii) KindlyMD will enter into a Bitcoin Escrow Account Control Agreement. In addition, a global guaranty agreement will be entered into by certain subsidiaries of KindlyMD in favor of the Investor. In addition, KindlyMD will issue 3.0 million unregistered shares of its Common Stock to the Investor as fee shares, and will pay a one-time due diligence and structuring fee, as well as reimburse the Investor for certain legal expenses.

The form of Secured Convertible Debenture Purchase Agreement is included as Annex D to this information statement, and the foregoing description thereof is qualified in its entirety by reference to the full text of the form of Secured Convertible Debenture Purchase Agreement and the terms of which are incorporated by reference herein.

Ancillary Agreements

Registration Rights Agreement

On the Closing Date, the Company will enter into a Registration Rights Agreement (the “RRA”) with the Nakamoto Stockholders pursuant to which, among other things and subject to certain limitations set forth therein, certain Holders have customary demand registration rights and the Company is obligated to prepare and file a registration statement registering the offer and sale of all of their Company Common Stock.

In addition, pursuant to the RRA, Mr. Bailey will have the right to require the Company, subject to certain limitations set forth therein, to effect a distribution of any or all of their shares of Company Common Stock by means of an underwritten offering. The Company is not obligated to effect any underwritten offering unless the dollar amount of Mr. Bailey’s registrable securities is reasonably likely to result in gross sale proceeds of at least $25 million. The RRA also provides the Nakamoto Stockholders with certain customary piggyback registration rights.

These registration rights are subject to certain conditions and limitations, including the right of the underwriters to limit the number of shares to be included in a registration or offering and the Company’s right to delay or withdraw a registration statement under certain circumstances.

The form of RRA is filed as Exhibit 10.5 to this Current Report, and the foregoing description thereof is qualified in its entirety by reference to the full text of the form of RRA and the terms of which are incorporated by reference herein.

Marketing Services Agreement

The Master Marketing Services and Strategic Partnership Agreement, dated May 12, 2025 (the “Marketing Services Agreement”), was entered into by BTC Inc., Nakamoto, the Seller Representative (as defined in the Marketing Services Agreement), and certain Sellers named therein, under which BTC Inc. agreed to provide certain marketing and advertising services to Nakamoto.

Pursuant to the Marketing Services Agreement, BTC Inc. was engaged to deliver marketing and advertising services to Nakamoto, with the specifics of each engagement to be outlined in individual SOWs. The Marketing Services Agreement has an initial term of four years, after which it automatically renews for successive one-year periods unless either party provides at least sixty days’ written notice of non-renewal. After the initial term, either party may terminate the Marketing Services Agreement for convenience with thirty days’ written notice. The Marketing Services Agreement also provides for termination for cause, such as a material breach that remains uncured after notice, or in connection with certain closing events related to the sale or transfer of shares. Upon termination, BTC Inc. is required to deliver all work product and materials to Nakamoto, and Nakamoto must pay for authorized work performed up to the effective date of termination.

With respect to intellectual property, the Marketing Services Agreement stipulates that all materials and work product created by BTC Inc. in connection with the services are the sole and exclusive property of BTC Inc. However, Nakamoto is granted a perpetual, worldwide, royalty-free, fully paid-up, non-exclusive license to use, modify, display, distribute, and create derivative works from the work product. Nakamoto retains ownership of its pre-existing intellectual property, and any of Nakamoto’s proprietary information incorporated into the work product remains the property of Nakamoto, subject to a license back to BTC Inc. for use in connection with the services.

The Marketing Services Agreement imposes strict confidentiality obligations on both parties, requiring them to protect each other’s proprietary and confidential information with at least the same degree of care as they use for their own similar information. The parties are also required to comply with all applicable data privacy laws regarding any personal information exchanged in connection with the services. BTC Inc. may only use Nakamoto’s personal information as necessary to fulfill its obligations under the Marketing Services Agreement and is required to implement appropriate security measures to protect such information.

A significant feature of the Marketing Services Agreement is the establishment of a strategic relationship between the parties, which includes the grant of certain option rights. Following a “Qualifying Event,” which is defined as either a firm commitment underwritten initial public offering of Nakamoto or a transaction resulting in Nakamoto becoming a subsidiary of a publicly traded company, Nakamoto is granted a call right, and the Sellers are granted a put right, to require the purchase or sale of all shares of BTC Inc. (“Option Shares”). The valuation of BTC Inc. for purposes of these option rights is determined based on a formula involving BTC Inc’s then-current EBITDA for a specified measurement period and a multiple reflecting market comparables, as determined by an agreed-upon investment bank. The Marketing Services Agreement sets forth detailed procedures for the exercise of these rights, including the delivery of valuation statements, periods for objection and negotiation, and, if necessary, resolution of disputes by an independent accounting firm whose determinations are final and binding.

The parties further agree to cooperate and take all necessary actions to effectuate the transfer of Option Shares if the call or put rights are exercised. This includes entering into definitive agreements containing customary representations, warranties, and covenants, as well as complying with tax structuring requirements to ensure the intended tax treatment of the transaction. BTC is also required to provide Nakamoto with regular financial statements and other information as reasonably requested.

The Marketing Services Agreement is governed by the laws of the State of Tennessee, with disputes subject to a process of good faith negotiation and mediation, and, if unresolved, litigation in the courts of New York. Liability under the Marketing Services Agreement is limited, with the exception of indemnification obligations, to the aggregate amounts paid or payable in the preceding year, and excludes indirect, incidental, or consequential damages.

Assignment Agreement

Concurrently with the Closing, each of KindlyMD, Nakamoto, and BTC Inc will enter an Assignment Agreement. Pursuant to the Assignment Agreement, Nakamoto will assign to KindlyMD all of its rights and delegate all of its obligations under that certain Marketing Services Agreement. KindlyMD will accept the assignment and agree to assume and perform all obligations of Nakamoto under the Marketing Services Agreement from and after the effective date of the Assignment Agreement.

The Assignment Assumption Agreement provides that the per share price for any equity consideration to be issued under the Marketing Services Agreement will be equal to the PIPE Price Per Share. The aggregate consideration to be received by the stockholders of BTC Inc. upon exercise of any call or put rights under the Marketing Services Agreement (i) will not exceed 600.0 million shares of Company Common Stock and (ii) will be calculated based on an industry standard multiple, not to be less than 10, of the EBITDA of BTC Inc. and its subsidiaries, with such EBITDA to equal or exceed $4,500,000, divided by the PIPE Price Per Share, as determined by a mutually agreed upon investment bank.

The Assignment Assumption Agreement includes customary representations and warranties from each of Nakamoto and KindlyMD regarding their authority and capacity to enter into the agreement, the status of the Assigned Contract, and the absence of outstanding liabilities as of the effective date. The parties also agreed to mutual indemnification for breaches of the agreement, subject to customary exceptions and limitations.

Promissory Note

On the May 12, 2025, KindlyMD and its affiliates entered into a Promissory Note in favor of the Lender in the principal amount of up to $1.75 million. The Promissory Note will be issued in connection with the Merger Agreement. Under the terms of the Promissory Note, the Lender may make advances to the Company in an aggregate principal amount not to exceed $1.75 million, with individual advances capped at $350,000 in any calendar month. Advances may be requested by the Company in writing prior to September 30, 2025, and are subject to satisfaction of certain conditions precedent, including the delivery of a monthly budget satisfactory to the Lender and the absence of any default.

The Promissory Note matures on the earliest of (i) November 14, 2025, (ii) the Closing Date (as defined in the Merger Agreement), (iii) the termination of the Merger Agreement, or (iv) the date upon which the obligations become due by required prepayment, declaration, acceleration, demand, or otherwise. The Company may prepay the Promissory Note in whole or in part at any time without premium or penalty, upon at least five business days’ notice. In addition, the Company is required to make mandatory prepayments from the proceeds of any exercise of Public Company Warrants (as defined in the Merger Agreement), up to the outstanding principal amount.

The Promissory Note is secured by an all assets Pledge and Security Agreement, dated as of May 12, 2025, by and among KindlyMD and its affiliates and the Lender. Proceeds of the Promissory Note are to be used for general corporate purposes consistent with the monthly budget approved by the Lender, and may not be used to purchase or carry “margin stock” as defined under Regulation U of the Board of Governors of the Federal Reserve System. The Company is subject to customary affirmative and negative covenants, including restrictions on the incurrence of additional indebtedness, creation of liens, mergers or consolidations, formation or acquisition of subsidiaries, and requirements to provide financial reporting and operational information, monthly budgets, and variance reports to the Lender.

The Promissory Note includes customary events of default, such as non-payment, breach of covenants, false representations or warranties, bankruptcy or insolvency events, and other events that would permit the Lender to terminate its obligations under the Merger Agreement. Upon an event of default, the outstanding principal becomes immediately due and payable, and the Lender may exercise rights of set-off and other remedies.

The Merger Consideration

At the Effective Time, solely by virtue of the Merger and without any action by any stockholder, the holders of Nakamoto Class A and Class B common stock (other than shares held in treasury or by dissenting stockholders) will receive an aggregate 22.3 million shares of Company Common Stock based on a price per share of $1.12. Shares of Merger Sub’s common stock will be converted into shares of common stock of the Surviving Corporation. No fractional shares will be issued; instead, cash will be paid in lieu of fractional shares.

We encourage you to read the Merger Agreement, which is attached as Annex A to this information statement, as it is the legal document that governs the Merger and the Transactions. We also encourage you to read the Form of Subscription Agreement, which is attached as Annex C to this information statement; the Debenture Purchase Agreement, which is attached as Annex D to this information statement; the Marketing Agreement, which is attached as Annex E to this information statement; the Form of Second Amended and Restated Articles of Incorporation, which is attached as Annex F to this information statement; the Form of Amended and Restated Bylaws, which is attached as Annex G to this information statement and the Form of Kindly MD Inc.’s 2025 Equity Incentive Plan, which is attached as Annex H to this information statement.

Treatment of Company Equity Awards in the Merger

Company Options, Company RSUs and Incentive Awards

As of the date of the Effective Time, the Company has outstanding options to purchase 144,210 shares of Company Common Stock, 3,166,134 shares of Restricted Company Common Stock, and no outstanding restricted stock units. These awards, collectively referred to as “Incentive Awards,” have been granted pursuant to the Company’s equity incentive plans, including the 2022 Equity Incentive Plan (as defined in the Merger Agreement), and are governed by the terms of those plans and the applicable award agreements.

Each Incentive Award, whether outstanding or previously exercised or settled, was duly authorized and granted in accordance with the applicable plan and all relevant laws and regulations. The Merger Agreement requires that, with respect to each Incentive Award, the parties set forth the date of grant, number of awards originally granted, exercise price (if applicable), vesting schedule, current vesting status, and the intended treatment of each award in connection with the Merger in the Company Disclosure Schedule. In connection with the closing of the Merger, the Board adopted the New Equity Incentive Plan, subject to stockholder approval, which will provide for an aggregate share reserve equal to ten percent (10%) of the fully diluted Company Common Stock as of immediately after closing. The Company will file a registration statement on Form S-8 to register the shares reserved under the New Incentive Plan as soon as reasonably practicable after becoming eligible to do so. The treatment of existing Incentive Awards, including any

acceleration, conversion, or cancellation, will be carried out in accordance with the terms of the Merger Agreement and the applicable equity plans, ensuring that award holders are treated in a manner consistent with the contractual and legal requirements governing their awards.

Indemnification; Directors’ and Officers’ Insurance

Pursuant to the terms of the Merger Agreement, directors and officers of KindlyMD will be entitled to certain ongoing indemnification and insurance coverage, including under directors’ and officers’ liability insurance policies. For more information, see the section of this information statement entitled “The Merger Agreement — Survival; Indemnification.”

Registration and Listing of Company Common Stock

The Company will continue the listing of Company Common Stock on Nasdaq and cause the shares of Company Common Stock issued in connection with the Merger to be approved for listing on Nasdaq at or prior to the Effective Time, including by filing the Nasdaq Listing Application. Merger Partner will cooperate with the Company to cause the Nasdaq Listing Application to be approved and shall promptly furnish to the Company all information concerning Merger Partner and its equityholders that may be required or reasonably requested in connection with the Nasdaq listing.

Payment of Per Share Merger Consideration

At or immediately prior to the Effective Time of the Merger, the Company will deposit with an exchange agent (the “Exchange Agent”), the shares of Company Common Stock and cash sufficient to pay for any fractional shares and related distributions, for the benefit of holders of Merger Partner Common Stock. Promptly after the Effective Time, the Exchange Agent will send each holder of record instructions and a letter of transmittal for surrendering their stock certificates in exchange for the merger consideration.

Upon surrender of a valid certificate and required documents, each holder will receive: (i) the number of whole shares of Company Common Stock they are entitled to under the Merger Agreement; (ii) cash in lieu of any fractional shares (calculated based on the last reported sale price of Company Common Stock prior to the Effective Time), and (iii) any dividends or distributions declared after the Effective Time with respect to such shares.

No fractional shares will be issued. Any portion of the merger consideration that remains unclaimed one year after the Effective Time will be returned to the Company, and holders will thereafter look only to the Company for payment. The Exchange Agent and Company may deduct and withhold any required taxes from payments. If a certificate is lost, stolen, or destroyed, payment will be made upon receipt of an affidavit and, if required, a bond of indemnity.

Transaction Litigation

As of the filing of this information statement, the Company is not aware of any complaints filed or litigation pending related to the Merger.

Material U.S. Federal Income Tax Consequences of the Merger

The following is a summary of the anticipated U.S. federal income tax consequences of the Merger to U.S. Holders and Non-U.S. Holders (each as defined below) of Merger Partner Common Stock. This summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury Regulations promulgated under the Code and judicial and administrative interpretations of those laws, in each case as in effect and available as of the date of this information statement and all of which are subject to change or differing interpretations, possibly with retroactive effect. Any such change or differing interpretations could affect the tax consequences described below. There can be no assurance that the Internal Revenue Service (“IRS”) or courts will not adopt a position that is contrary to the description included in the following summary.

This discussion is limited to U.S. Holders who hold their Merger Partner Common Stock as a “capital asset” (generally, property held for investment) purposes. This summary does not address all tax considerations that may be relevant to a particular type of person in light of their particular circumstances. In particular, this summary does not address the U.S. federal income tax consequences of the Merger to persons subject to special treatment under the U.S. federal income tax laws, such as:

•        partnerships and other pass-through entities;

•        banks and other financial institutions;

•        tax-exempt organizations and pension funds;

•        individual retirement accounts;

•        insurance companies;

•        brokers, dealers or traders in securities;

•        real estate investment trusts and regulated investment companies;

•        persons who own, or are deemed to own, 5% or more, by voting power or value, of stock of Merger Partner, including the Merger Partner Common Stock;

•        persons who acquired their Merger Partner Common Stock through the exercise of options or similar derivative securities or otherwise as compensation or in connection with the performance of services;

•        persons whose functional currency for U.S. federal income tax purposes is not the U.S. dollar;

•        persons who hold their Merger Partner Common Stock as part of a hedge, appreciated financial position, straddle or conversion transaction;

•        persons who have entered into a constructive sale of their Merger Partner Common Stock under the Code;

•        controlled foreign corporations;

•        passive foreign investment companies;

•        corporations that accumulate earnings to avoid U.S. federal income tax; and

•        U.S. expatriates.

In addition, the following summary does not address (i) any U.S. federal non-income tax consequences of the Merger, including estate, gift or other tax consequences, (ii) any state, local or non-U.S. tax consequences of the Merger, or (iii) the tax on net investment income or the alternative minimum tax. If an entity (or an arrangement) treated as a partnership for U.S. federal income tax purposes holds Merger Partner Common Stock, the tax treatment of a partner in the partnership generally will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Partnerships and partners in such a partnership should consult their own tax advisors about the tax consequences of the Merger to them.

For purposes of this summary, a “U.S. Holder” is a beneficial owner of Merger Partner Common Stock that is, for U.S. federal income tax purposes:

•        an individual who is a citizen or a resident of the United States;

•        a corporation created or organized under the laws of the United States, any state thereof or the District of Columbia;

•        a trust that (i) is subject to the supervision of a court within the United States and one or more U.S. persons are authorized to control all substantial decisions of the trust, or (ii) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person; or

•        an estate that is subject to U.S. federal income tax on its income regardless of its source.

THE MERGER AGREEMENT

This section describes the material terms of the Merger Agreement. The descriptions of the Merger Agreement in this section and elsewhere in this information statement are not complete and are qualified in their entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A and is incorporated by reference into this information statement. You are encouraged to read the Merger Agreement carefully and in its entirety, as it is the legal document governing the Merger. This section is not intended to provide you with any factual information about the Company, Merger Partner or Merger Sub. Such information can be found elsewhere in this information statement and in the public filings the Company makes with the SEC, as described under the heading “Where You Can Find More Information” beginning on page 109.

Explanatory Note Regarding the Merger Agreement

The following summary describes the material provisions of the Merger Agreement. The rights and obligations of the parties under the Merger Agreement are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this information statement.

The representations, warranties, covenants and agreements described below and included in the Merger Agreement (i) were made only for purposes of the Merger Agreement and as of specific dates; (ii) were made solely for the benefit of the parties to the Merger Agreement; and (iii) may be subject to important qualifications, limitations and supplemental information agreed to by Merger Partner, Merger Sub and the Company in connection with negotiating the terms of the Merger Agreement. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to reports and documents filed with the SEC and in some cases were qualified by confidential matters disclosed to Merger Partner by the Company and Merger Sub in connection with the Merger Agreement. In addition, the representations and warranties may have been included in the Merger Agreement for the purpose of allocating contractual risk between the Company, Merger Partner and Merger Sub rather than to establish matters as facts, and may be subject to standards of materiality applicable to such parties that differ from those applicable to investors. Moreover, information concerning the subject matter of the representations and warranties may change after the Agreement Date. In addition, you should not rely on the covenants in the Merger Agreement as actual limitations on the respective businesses of the Company, Merger Partner and Merger Sub, because the parties may take certain actions that are either expressly permitted in the confidential Company disclosure schedules to the Merger Agreement (the “Company Disclosure Schedules”) or as otherwise consented to by the appropriate party, which consent may be given without prior notice to the public. The Merger Agreement is described below, and included as Annex A, only to provide you with information regarding its terms and conditions, and not to provide any other factual information regarding the Company, Merger Partner, Merger Sub or their respective businesses. Accordingly, the representations, warranties, covenants and other agreements in the Merger Agreement should not be read alone, and you should read the information provided elsewhere in this document and in our filings with the SEC regarding the Company and our business.

The Merger

Effects of the Merger; Certificate of Incorporation; Bylaws; Officers and Directors

Upon the terms and subject to the conditions of the Merger Agreement, as of and at the Effective Time, Merger Sub will merge with and into Merger Partner in accordance with the Delaware General Corporate Law (“DGCL”). Merger Partner will be the Surviving Corporation, will become a wholly owned direct subsidiary of the Company and will continue to exist following the Merger and the separate existence of Merger Sub will cease.

The certificate of incorporation of Merger Partner as in effect as of immediately prior to the Effective Time will be amended and restated, and, as so amended and restated, will be the certificate of incorporation of the Surviving Corporation. In addition, the bylaws of Merger Partner, as in effect immediately prior to the Effective Time, shall be amended and restated, and, as so amended, shall be the bylaws of the Surviving Corporation. The Merger shall have the effects set forth in the applicable provisions of the DGCL. The directors and officers of Merger Partner immediately prior to the Effective Time will be the initial directors and officers of the Surviving Corporation as of the Effective time.

Closing and Effective Time

The Closing will take place at 10:00 a.m., New York City time, on a date to be specified by Merger Partner and the Company, which will be no later than the second (2nd) business day after the satisfaction or waiver (to the extent permitted by applicable law) of the conditions to Closing (described under the caption “Conditions to Completion of the Merger”) (other than those conditions that by their terms or nature are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted by applicable law) of such conditions at the Closing) or such other time mutually agreed to in writing by Merger Partner and the Company. The date upon which the Closing shall actually occur pursuant to the Merger Agreement is referred to herein as the “Closing Date.” At the Closing, the Company will file a certificate of merger with the Secretary of State of the State of Delaware as provided under the DGCL. The Merger will become effective upon the filing of the certificate of merger or at such later time or date as is agreed by Merger Partner and the Company and specified in the certificate of merger.

Treatment of the Parties’ Common Stock

Subject to the terms and conditions of the Merger Agreement, at the Effective Time, solely by virtue of the Merger and without any action on the part of the holder of any shares of Merger Partner’s common stock or any shares of capital stock of Merger Sub:

(i)     each share of the common stock, $0.001 par value per share, of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into and become one (1) fully paid and nonassessable share of common stock, $0.001 par value per share, of the Surviving Corporation.

(ii)    all shares of Class A common stock, par value $0.01 per share of Merger Partner (“Merger Partner Class A Common Stock”), and Class B common stock, par value $0.01 per share of Merger Partner (“Merger Partner Class B Common Stock” and, together with Merger Partner Class A Common Stock, “Merger Partner Common Stock”) that are held in treasury immediately prior to the Effective Time will be cancelled and will cease to exist and no stock of the Company or other consideration will be delivered in exchange therefor.

(iii)   each share of Merger Partner Class A Common Stock (other than shares to be cancelled in accordance with the preceding clause (ii) and any Dissenting Shares (as defined in the Merger Agreement)) issued and outstanding immediately prior to the Effective Time will be automatically converted into the right to receive from us the number of validly issued, fully paid and nonassessable shares of the Company Common Stock equal to the Class A Exchange Ratio (as defined in the Merger Agreement).

(iv)   each share of Merger Partner Class B Common Stock (other than shares to be cancelled in accordance with the preceding clause (ii) and any Dissenting Shares (as defined in the Merger Agreement)) issued and outstanding immediately prior to the Effective Time will be automatically converted into the right to receive from us the number of validly issued, fully paid and nonassessable shares of the Company Common Stock equal to the Class B Exchange Ratio (as defined in the Merger Agreement).

Treatment of Company Equity Awards and Adoption of a New Equity Incentive Plan

As a result of the Merger, the treatment of the Company’s equity awards that are outstanding immediately prior to the Effective Time will be as follows:

Existing Company Equity Awards

Each Incentive Award, whether outstanding or previously exercised or settled, was duly authorized and granted in accordance with the applicable plan and all relevant laws and regulations. The treatment of existing Incentive Awards, including any acceleration, conversion, or cancellation, will be carried out in accordance with the terms of the Merger Agreement and the applicable equity plans, ensuring that award holders are treated in a manner consistent with the contractual and legal requirements governing their awards.

New Incentive Plan

Pursuant to the Merger Agreement, on May 18, 2025, our Board adopted and our stockholders approved the New Equity Incentive Plan, the form of which is included as Annex H in this information statement. The New Equity Incentive Plan will be effective as of one (1) day prior to the Closing Date, which provides for an aggregate share reserve thereunder equal to ten percent (10%) of the fully diluted Company Common Stock as of immediately after Closing. Pursuant to the Merger Agreement, we will file a registration statement on Form S-8 registering the shares of Company Common Stock reserved for issuance under the New Plan as soon as reasonably practicable after we become eligible to use such form.

Exchange of Certificates

At or immediately prior to the Effective Time and in accordance with the terms of the Merger Agreement, we will deposit with an Exchange Agent designated by us and reasonably acceptable to Merger Partner, for the benefit of the holders of shares of Merger Partner Common Stock, for exchange, through the Exchange Agent, (i) certificates representing the shares of Company Common Stock (such shares of Company Common Stock, together with any dividends or distributions with respect thereto with a record date after the Effective Time, the “Exchange Fund”) issuable in exchange for outstanding shares of Merger Partner Common Stock, (ii) cash in an amount sufficient to make payments for fractional shares and (iii) any dividends or distributions to which holders of certificates that, as of immediately prior to the Effective Time, represented outstanding shares of Merger Partner Common Stock (the “Certificates”), whose shares were converted into the right to receive shares of Company Common Stock, may be entitled.

As soon as reasonably practicable after the Effective Time and in accordance with the terms of the Merger Agreement, the Exchange Agent will mail to each holder of record of a Certificate (i) a letter of transmittal in customary form specifying that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the Exchange Agent, and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Company Common Stock (plus cash in lieu of fractional shares, if any, of Company Common Stock and any dividends or distributions as provided below). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Company, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent and us, the holder of such Certificate will be entitled to receive in exchange therefor a certificate or book entry account representing that number of whole shares of Company Common Stock which such holder has the right to receive plus cash in lieu of fractional shares and any dividends or distributions then payable, and the Certificate so surrendered shall immediately be cancelled. In the event of a transfer of ownership of Merger Partner Common Stock which is not registered in the transfer records of Merger Partner, a certificate representing the proper number of whole shares of Company Common Stock plus cash in lieu of fractional shares and any dividends or distributions may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, only if such Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid.

All shares of Company Common Stock issued upon the surrender for exchange of Certificates in accordance with the terms of the Merger Agreement will be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to such shares of Merger Partner Common Stock, and from and after the Effective Time there will be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Merger Partner Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Exchange Agent for any reason, they will be cancelled and exchanged as provided in the Merger Agreement, subject to applicable law in the case of Dissenting Shares.

To the extent permitted by applicable law, none of the Company, Merger Sub, Merger Partner, the Surviving Corporation or the Exchange Agent will be liable to any holder of shares of Merger Partner Common Stock or Company Common Stock, as the case may be, for such shares or any cash amounts required to be delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificate will not have been surrendered immediately prior to such date on which any shares of Company Common Stock, and any cash payable to the holder of such Certificate or any dividends or distributions payable to the holder of such Certificate pursuant to the Merger Agreement would otherwise escheat to or become the property of any Governmental Entity, such Certificate

and any such shares of Company Common Stock or cash, dividends or distributions in respect of such Certificate shall, to the maximum extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled thereto.

Appraisal Rights

No appraisal or dissenters’ rights are available to our stockholders under Utah law, our certificate of incorporation or bylaws with respect to the corporate actions described herein.

Representations and Warranties

The Merger Agreement contains representations and warranties of the Company, Merger Partner and Merger Sub.

Some of the representations and warranties in the Merger Agreement are qualified as to “materiality” or “Material Adverse Effect” or words of similar import. For purposes of the Merger Agreement, “Public Company Material Adverse Effect” means any change, effect, event, circumstance or development (an “Effect”) that, individually or in the aggregate, has had or is reasonably likely to have, a material adverse effect on the business, assets and liabilities, financial condition or results of operations of the Company and its subsidiaries, taken as a whole; provided, however, that none of the following shall be deemed to be a Public Company Material Adverse Effect or be taken into account for purposes of determining whether a Public Company Material Adverse Effect has occurred or is reasonably likely to occur:

(i)     changes after the date of the Merger Agreement in prevailing economic or market conditions in the United States or any other jurisdiction;

(ii)    changes or events after the date of the Merger Agreement affecting the industry or industries in which the Company and its subsidiaries operate generally;

(iii)   changes after the date of the Merger Agreement in generally accepted accounting principles or requirements or the interpretation thereof, regulatory, legislative or political conditions (or changes or disruptions in such conditions) in the United States or any other country or region in the world generally or acts of war (whether or not declared), armed or unarmed hostilities or attacks (including any widespread cybersecurity breaches, social unrests and protests, generally), acts of terrorism, sabotage, or the escalation or worsening thereof in the United States or any other country or region in the world;

(iv)   changes after the date of the Merger Agreement in laws, rules or regulations of general applicability or interpretations thereof by any Governmental Entity (as defined in the Merger Agreement);

(v)    any natural disaster, epidemic, pandemic or other disease outbreak (including the COVID-19 pandemic) or any outbreak of major hostilities or any act of terrorism;

(vi)   a change in the public trading price of Company Common Stock or the implications hereof (it being understood that any Effect causing or giving rise to any such change shall be taken into account for purposes of determining whether a Public Company Material Adverse Effect has occurred or is reasonably likely to occur);

(vii)  a change in the trading volume of Company Common Stock, the announcement of the Merger Agreement or the pendency of the transactions contemplated hereby;

(viii) any failure by the Company to meet any public estimates or expectations of the Company’s revenue, earnings or other financial performance or results of operations for any period; or

(ix)   any failure by the Company to meet any internal guidance, budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations;

except, in each case of clauses (i), (ii), (iii), (iv), and (v), to the extent that such changes or events have had a disproportionate effect on the Company and its subsidiaries, taken as a whole, relative to the other participants in the industry or industries in which the Company and its subsidiaries operate. Provided, in the case of clauses (vi), (vii), (viii), and (ix), the underlying cause of such changes or failures shall be taken into account for purposes of determining

whether a Public Company Material Adverse Effect has occurred or is reasonably likely to occur, unless such changes or failures would otherwise be excepted from the definition of Public Company Material Adverse Effect as defined in the Merger Agreement.

For purposes of the Merger Agreement, “Merger Partner Material Adverse Effect” means any Effect that, individually or in the aggregate, has had or is reasonably likely to have, a material adverse effect on the business, assets and liabilities, financial condition or results of operations of Merger Partner, taken as a whole; provided, however, that none of the following shall be deemed to be a Merger Partner Material Adverse Effect or be taken into account for purposes of determining whether a Merger Partner Material Adverse Effect has occurred or is reasonably likely to occur:

(i)     changes after the date of the Merger Agreement in prevailing economic or market conditions in the United States or any other jurisdiction;

(ii)    changes or events after the date of the Merger Agreement affecting the industry or industries in which Merger Partner operates generally;

(iii)   changes after the date of the Merger Agreement in generally accepted accounting principles or requirements or the interpretation thereof;

(iv)   changes after the date of the Merger Agreement in laws, rules or regulations of general applicability or interpretations thereof by any Governmental Entity;

(v)    any natural disaster, epidemic, pandemic or other disease outbreak (including the COVID-19 pandemic) or any outbreak of major hostilities or any act of terrorism;

(vi)   the announcement of the Merger Agreement or the pendency of the transactions contemplated hereby; or

(vii)  any failure by Merger Partner to meet any internal guidance, budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations (but not, in the case of this clause (vii), the underlying cause of such changes or failures, unless such changes or failures would otherwise be excepted from this definition);

except, in each case of clauses (i), (ii), (iii), (iv), and (v), to the extent that such changes or events have had a disproportionate effect on Merger Partner, taken as a whole, relative to the other participants in the industry or industries in which Merger Parter operates.

In the Merger Agreement, the Company and Merger Sub have made customary representations and warranties to Merger Partner that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement and the Company Disclosure Schedule. These representations and warranties relate to, among other things:

•        due organization, valid existence, good standing, and authority to conduct business with respect to the Company and its subsidiaries and Merger Sub;

•        capitalization;

•        the Company’s and Merger Sub’s corporate or other power and authority to enter into the Merger Agreement and consummate the Transactions, and the enforceability of the Merger Agreement;

•        the Written Consent will satisfy the necessary vote of the Company’s stockholders in connection with the Merger Agreement;

•        the adoption of the Merger Agreement by the Company in its capacity as the sole stockholder of Merger Sub;

•        the necessary approval of the Board;

•        required consents, approvals and regulatory filings in connection with the Merger Agreement and performance thereunder;

•        the absence of conflicts with, or violations of, organizational documents, laws, orders, or material contracts, in each case as a result of the Company’s execution, delivery and performance of the Merger Agreement;

•        the Company’s SEC filings and financial statements;

•        the Company’s internal controls over financial reporting and disclosure controls and procedures;

•        the absence of undisclosed liabilities;

•        between December 31, 2024 and the Agreement Date, KindlyMD and its subsidiaries have conducted their respective businesses only in the Ordinary Course of Business (as defined in the Merger Agreement) and, since such date, there has not been (i) any change, event, circumstance, development or effect that, individually or in the aggregate, has had, or is reasonably expected to have, a Public Company Material Adverse Effect or (ii) any other action or event that would have required the consent of Merger Partner pursuant to the Merger Agreement had such action or event occurred after the date of this Agreement;

•        the absence of legal proceedings and orders;

•        the absence of broker’s or finder’s fees payable in connection with the Transactions other than to Kingswood Capital, Wallachbeth Capital, LLC, J.V.B. Financial Group, LLC, and Highgate Capital Partners;

•        operations of Merger Sub;

•        delivery of the opinion of Kingswood Capital to the Company;

•        employee benefit plans;

•        tax matters;

•        the Company’s compliance with laws and possession of governmental permits;

•        trademarks, patents, copyrights and other intellectual property and data privacy matters;

•        labor and employment matters;

•        insurance;

•        environmental matters;

•        material contracts;

•        real property owned, leased or subleased by the Company and its subsidiaries;

•        certain business relationships with affiliates; and

•        the accuracy of certain information used herein.

In the Merger Agreement, Merger Partner has made customary representations and warranties to the Company and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:

•        due organization, good standing and authority to conduct business with respect to Merger Partner;

•        Merger Partner’s corporate authority to enter into the Merger Agreement and consummate the Transactions, and the enforceability of the Merger Agreement;

•        Capitalization;

•        required consents, approvals and regulatory filings in connection with the Merger Agreement and performance thereunder;

•        the absence of conflicts with, or violations of, organizational documents, laws, orders, or contracts, in each case as a result of Merger Partner’s execution, delivery and performance of the Merger Agreement;

•        employee benefit plans;

•        compliance with laws;

•        approval of Merger Partner’s Board of Directors;

•        the Merger Partner Stockholder Approval (as defined in the Merger Agreement) is the only approval necessary to approve and adopt the Merger Agreement;

•        Merger Partner’s and their affiliates’ lack of ownership of Company Common Stock;

•        the absence of broker’s or finder’s fees payable in connection with the Transactions other than to J.V.B. Financial Group, LLC; and

•        the accuracy of certain information supplied by Merger Partner for use herein.

The representations and warranties of the Company in the Merger Agreement or in any certificate delivered pursuant to the Merger Agreement shall survive the Closing and continue in full force and effect until the date that is eighteen (18) months following the Closing Date, except for the Public Company Fundamental Representations (as defined in the Merger Agreement) which shall survive the Closing until the earlier of (x) the four (4) year anniversary of the Closing Date and (y) the expiration of the applicable statute of limitations (other than the representations set forth in Section 4.8 of the Merger Agreement (Taxes), which shall survive until the date that is sixty (60) days after the expiration of the applicable statute of limitations.

The covenants and agreements of the Company set forth in the Merger Agreement to be performed after the Closing shall survive the Closing in accordance with their terms, and in the absence of any specified time period, for the maximum duration permitted by Law (including Del. C. 8106(c)).

Conduct of Business Prior to Effective Time

The Merger Agreement provides that, except (i) as expressly provided therein or expressly permitted by the Merger Agreement or any Ancillary Document (as defined in the Merger Agreement), (ii) as required by applicable law, (iii) as disclosed in the applicable sections of the Company Disclosure Schedules or (iv) as consented to in writing in by Merger Partner (which consent will not be unreasonably withheld, conditioned or delayed), during the period of time between the Agreement Date and the earlier of the termination of the Merger Agreement in accordance with its terms and the Effective Time, the Company will and will cause each of its subsidiaries to:

•        conduct their respective businesses in the Ordinary Course of Business (as defined in the Merger Agreement), pay its debts and taxes and perform its other obligations when due (subject to good faith disputes over such debts, taxes or obligations); and

•        use commercially reasonable efforts to maintain and preserve its and each of its subsidiaries’ business organization, assets and properties, keep available the services of its present officers and key employees and preserve its advantageous business relationships with customers, strategic partners, suppliers, distributors and others having business dealings with it.

In addition, the Company has also agreed that, except (i) as expressly required or expressly permitted by the Merger Agreement or any Ancillary Document (as defined in the Merger Agreement), (ii) as required by applicable law, (iii) as disclosed in the applicable sections of the Company Disclosure Schedules or (iv) as consented to in writing by Merger Partner, during the period of time between the Agreement Date and the earlier of the termination of the Merger Agreement in accordance with its terms and the Effective Time, the Company will not, and will cause each of its subsidiaries not to, directly or indirectly, among other things:

•        (i) declare, set aside or pay any dividends on, or make any other distributions (whether in cash, securities or other property) in respect of, any of its capital stock; (ii) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or any of its other securities, other than the issuance of shares upon exercise or conversion of any convertible securities of the Company; or (iii) purchase, redeem or otherwise acquire any shares of its capital stock or any other of its securities or any rights, warrants or options to acquire any such shares or other securities;

•        issue, deliver, sell, grant, pledge or otherwise dispose of or encumber any shares of its capital stock, any other voting securities or any securities convertible into or exchangeable for, or any rights, warrants or options to acquire, any such shares, voting securities or convertible or exchangeable securities;

•        amend, supplement, restate or otherwise modify the Warrant Agent Agreement (as defined in the Merger Agreement), its certificate of incorporation, bylaws or other comparable charter or organizational documents or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split or reverse stock split or form any new subsidiary or acquire any equity interest or other interest in any other person;

•        acquire (i) by merging or consolidating with, or by purchasing all or a substantial portion of the assets or any stock of, or by any other manner, any business or any corporation, partnership, joint venture, limited liability company, association or other business organization or division thereof or (ii) any assets that are material, individually or in the aggregate, to the Company and its subsidiaries, taken as a whole;

•        initiate, consummate or take any action in respect of the Reorganization (as defined in the Merger Agreement);

•        sell, lease, license, pledge, or otherwise dispose of or encumber any properties or assets of the Company or of any of its subsidiaries;

•        whether or not in the Ordinary Course of Business, sell, dispose of or otherwise transfer any assets material to the Company and its subsidiaries, taken as a whole (including any accounts, leases, contracts or intellectual property or any assets or the stock of any of its subsidiaries);

•        enter into any material transactions;

•        license any material intellectual property rights to or from any third party;

•        (i) incur or suffer to exist any Indebtedness (as defined in the Merger Agreement) for borrowed money or guarantee any such Indebtedness of another person, (ii) issue, sell or amend any debt securities or warrants or other rights to acquire any debt securities of the Company or any of its subsidiaries, guarantee any debt securities of another person, enter into any “keep well” or other agreement to maintain any financial statement condition of another person or enter into any arrangement having the economic effect of any of the foregoing, (iii) make any loans, advances or capital contributions to, or investment in, any other person, other than the Company or any of its direct or indirect wholly owned subsidiaries or (iv) enter into any hedging agreement or other financial agreement or arrangement designed to protect the Company or its subsidiaries against fluctuations in commodities prices or exchange rates;

•        enter into any financing arrangement, including any equity and/or debt financing or any commitments or other contract for the purchase of any debt securities, convertible debt securities or other equity securities of the Company;

•        to the extent any of the Company’s warrants are exercised prior to Closing, use the proceeds from any such exercise in a manner other than in accordance with the Note Documents (as defined in the Merger Agreement);

•        enter into any agreement to purchase or sell any interest in real property, grant any security interest in any real property, enter into any lease, sublease, license or other occupancy agreement with respect to any real property or alter, amend, modify any agreement that terminated any of the Company’s lease, sublease, license or other occupancy agreements;

•        make (A) any capital expenditures or (B) other expenditures in excess of $15,000 in the aggregate, except as otherwise approved in the monthly budget of the Company pursuant to Section 4(h) of the Note Documents;

•        make any changes in accounting methods, principles or practices, except insofar as may have been required by the SEC or a change in GAAP or, except as so required, change any assumption underlying, or method of calculating, any bad debt, contingency or other reserve;

•        except for terminations as a result of the expiration of any contract that expires in accordance with its terms, (A) modify or amend in any material respect, or terminate, any material contract or agreement to which the Company or any of its subsidiaries is party, or (B) knowingly waive, release or assign any material rights or claims (including any write-off or other compromise of any accounts receivable of the Company or any of its subsidiaries;

•        (i) enter into any contract or agreement outside of the Ordinary Course of Business or in excess of $15,000, including those relating to the rendering of services or the distribution, sale or marketing by third parties of the products, of, or products licensed by, the Company or any of its subsidiaries or (ii) license any Intellectual Property rights to or from any third party;

•        except as otherwise approved in the monthly budget of the Company pursuant to Section 4(h) of the Note Documents, (i) take any action with respect to, adopt, enter into, terminate (other than terminations for cause) or amend any Public Company Employee Plan (as defined in the Merger Agreement) (or any other employee benefit or compensation plan, program, policy, agreement or arrangement that would have constituted a Public Company Employee Plan had it been in effect on the date of this Agreement) or any collective bargaining agreement, (ii) increase the compensation or fringe benefits of, or pay any bonus to, any director, officer, employee or consultant, (iii) amend or accelerate the payment, right to payment or vesting of any compensation or benefits, including any outstanding equity or equity-based incentive awards, (iv) pay any benefit not provided for as of the date of this Agreement under any benefit plan under any Public Company Employee Plan, (v) grant any awards under any Public Company Employee Plan (or under any other employee benefit or compensation plan, program, policy, agreement or arrangement that would have constituted a Public Company Employee Plan had it been in effect on the date of this Agreement), or (vi) take any action other than in the Ordinary Course of Business to fund or in any other way secure the payment of compensation or benefits under any Public Company Employee Plan (or under any other employee benefit or compensation plan, program, policy, agreement or arrangement that would have constituted a Public Company Employee Plan had it been in effect on the date of this Agreement);

•        make, revoke or amend any tax election; change any annual accounting period; adopt or change any method of accounting or reverse any accruals (except as required by a change in Law or GAAP); file any amended tax returns; sign or enter into any closing agreement or settlement agreement with respect to any, or compromise any, claim or assessment of tax liability; surrender any right to claim a refund, offset or other reduction in liability; consent to any extension or waiver of the limitations period applicable to any claim or assessment, in each case, with respect to taxes; or act or omit to act where such action or omission to act could reasonably be expected to have the effect of increasing any present or future tax liability or decreasing any present or future tax benefit for the Company or any of its subsidiaries, or Merger Partner or its Affiliates;

•        commence any offering of shares of Company Common Stock, including pursuant to any employee stock purchase plan;

•        initiate, threaten, compromise or settle any litigation or arbitration proceeding;

•        fail to use commercially reasonable efforts to maintain insurance levels substantially comparable to levels existing as of the date of the Merger Agreement;

•        open or close any clinics or office;

•        fail to pay accounts payable and other obligations when due; or

•        authorize any of, or commit or agree, in writing or otherwise, to take any of, the foregoing actions or any action that would make any representation or warranty of the Company in the Merger Agreement untrue or incorrect in any material respect, or would materially impair, delay or prevent the satisfaction of any conditions to the Merger.

No Solicitation or Negotiation of Takeover Proposals

From the Agreement Date until the Effective Time, each of Merger Partner and the Company have agreed that each of Merger Partner, the Company, and their respective subsidiaries will not, and each of Merger Partner and the Company will use reasonable best efforts to cause their respective directors, officers, employees, attorneys, accountants, consultants, agents, financial advisors and other representatives (collectively, “Representatives”) not to, directly or indirectly:

•        solicit, seek or initiate or knowingly take any action to facilitate or encourage any offers, inquiries or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal;

•        enter into, continue or otherwise participate or engage in any discussions or negotiations regarding any Acquisition Proposal, or furnish to any person any non-public information or afford any person other than the Company or Merger Partner, as applicable, access to such Party’s property, books or records (except pursuant to a request by a governmental entity) in connection with any offers, inquiries or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal;

•        take any action to make the provisions of any takeover statute inapplicable to any transactions contemplated by an Acquisition Proposal; or

•        publicly propose to do any of the foregoing.

Exceptions

Notwithstanding the foregoing or anything to the contrary set forth in the Merger Agreement, prior to the Specified Time, each of the Company and Merger Partner, and their respective Representatives, may (A) furnish non-public information with respect to the Company and its subsidiaries or Merger Partner, as the case may be, to any Qualified Person (and the Representatives of such Qualified Person), or (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any such Acquisition Proposal; provided, (x) that either Merger Partner or the Company (as applicable) receives from the Qualified Person an executed confidentiality agreement on the terms not less restrictive than exist in the Confidentiality Agreement and, if entered into after the date of this Agreement, containing additional provisions that expressly permit such party to comply with the terms of this provision of the Merger Agreement (a copy of which shall be provided to the other party), (y) the Party seeking to make use of this proviso has not otherwise materially breached this provision of the Merger Agreement with respect to such Acquisition Proposal or the person making such Acquisition Proposal, and (z) the Merger Partner Board or the Company Board (as applicable) has determined (after consultation with outside legal counsel) that the failure to take such actions would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law. It is understood and agreed that any violation of the restrictions in this provision of the Merger Agreement (or action that, if taken by the Company or Merger Partner, as applicable, would constitute such a violation) by any director, officer, attorney, or financial advisor of the Company or Merger Partner shall be deemed to be a breach of this provision of the Merger Agreement by the Company or Merger Partner, as applicable.

For purposes of this information statement and the Merger Agreement:

•        “Acquisition Proposal” means, with respect to the Company or Merger Partner, (a) any inquiry, proposal or offer for a merger, consolidation, liquidation, dissolution, sale of substantial assets, recapitalization, share exchange, tender offer or other business combination involving such party and its subsidiaries (other than mergers, consolidations, recapitalizations, share exchanges or other business combinations involving solely such party and/or one or more subsidiaries of such party), (b) any proposal for the issuance by such party of 15% or more of its equity securities or (c) any proposal or offer to acquire in any manner, directly or indirectly, 15% or more of the equity securities or consolidated total assets of such party and its subsidiaries, in each case other than the transactions contemplated by the Merger Agreement.

•        “Qualified Person” means any person making an unsolicited Acquisition Proposal that the Company Board or the Merger Partner Board, as applicable, determines in good faith (after consultation with outside counsel and its financial advisors) is, or would reasonably be expected to lead to, a Superior Proposal,

and such Acquisition Proposal has not resulted from a material breach by the Company or Merger Partner, as applicable, of its obligations under the non-solicitation or non-negotiation provisions of the Merger Agreement.

•        “Superior Proposal” means, with respect to the Company or Merger Partner, any bona fide, unsolicited written proposal made by a third party to acquire 50% or more of the equity securities or consolidated total assets of such party and its subsidiaries, pursuant to a tender or exchange offer, a merger, a consolidation, business combination or recapitalization or a sale or exclusive license of its assets, (a) on terms which the board of directors of such party determines in its good faith judgment to be more favorable to the holders of such party’s capital stock from a financial point of view than the transactions contemplated by the Merger Agreement (after consultation with its financial and legal advisors), taking into account all the terms and conditions of such proposal and the Merger Agreement (including any termination or break-up fees and conditions to consummation, as well as any written, binding offer by the other party hereto to amend the terms of the Merger Agreement, which offer is not revocable for at least four Business Days) that the board of directors of such party determines to be relevant, and (b) which board of directors of such party has determined to be reasonably capable of being completed on the terms proposed, taking into account all financial, regulatory, legal and other aspects of such proposal that board of directors of such party determines to be relevant (including the likelihood and timing of consummation (as compared to the transactions contemplated hereby).

No Change in Recommendation or Alternative Acquisition Agreement

Merger Partner Board and each committee of Merger Partner Board may not (with any action described in the following bullets being referred to as a “Merger Partner Board Recommendation Change”):

•        withhold, withdraw or modify, or publicly propose to withhold, withdraw or modify, the approval or recommendation by the Merger Partner Board with respect to the Merger;

•        fail to recommend against acceptance of a tender offer within ten (10) Business Days after commencement; or

•        propose publicly to approve, adopt or recommend any Acquisition Proposal;

The Company Board and each committee of the Company Board may not (with any action described in the following bullets being referred to as a “Company Board Recommendation Change”):

•        fail to include its approval of the Required Public Company Proposals in the Information Statement or withdrawn or modified, in a manner adverse to Merger Partner, its approval of the Required Public Company Proposals;

•        withhold, withdraw or modify, or publicly propose to withhold, withdraw or modify, the approval or recommendation by the Company Board with respect to the Required Public Company Proposals;

•        after the receipt by Company of an Acquisition Proposal, Merger Partner requests in writing that the Company Board reconfirm its recommendation of the Required Public Company Proposals and the Company Board fails to do so within ten (10) Business Days after its receipt of Merger Partner’s request;

•        fail to recommend publicly against acceptance of a tender offer within ten (10) Business Days after commencement; or

•        propose publicly to approve, adopt or recommend, or has approved, adopted, or recommended any Acquisition Proposal.

In addition, each of the Company and Merger Partner may not enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or similar agreement (an “Alternative Acquisition Agreement”) providing for the consummation of a transaction contemplated by any Acquisition Proposal. Each of the Company Board and Merger Partner Board (and each respective committee of the Company Board and Merger Partner Board) may not adopt, approve or recommend, or publicly propose to adopt, approve or recommend, any Acquisition Proposal.

Fiduciary Exception

Notwithstanding the foregoing,

•        at any time prior to the Specified Time, the Company Board or the Merger Partner Board, as the case may be, may effect a Company Board Recommendation Change or Merger Partner Board Recommendation Change, as the case may be, (A) with respect to a Superior Proposal or (B) in response to an Intervening Event (as defined in the Merger Agreement) (in the case of either clause (A) or clause (B)) if: (i) such board of directors shall have determined (after consultation with outside legal counsel) that the failure to effect such Company Board Recommendation Change or Merger Partner Board Recommendation Change, as applicable, would reasonably be expected to be inconsistent with its fiduciary obligations under applicable law; (ii) such Party has provided at least four (4) Business Days prior written notice to the other Party that it intends to effect a Company Board Recommendation Change or Merger Partner Board Recommendation Change, as applicable, and written copies of any relevant proposed transactions agreements with any party making a potential Superior Proposal (including the identity of the person making such Superior Proposal) (a “Recommendation Change Notice”) (it being understood that the Recommendation Change Notice shall not constitute a Company Board Recommendation Change or Merger Partner Board Recommendation Change for purposes of the Merger Agreement); (iii) such Party has complied in all material respects with the requirements of this section in connection with any potential Superior Proposal or Intervening Event; and (iv) if the other Party shall have delivered to such Party a written, binding and irrevocable offer to alter the terms or conditions of the Merger Agreement during the four (4) Business Day period referred to in clause (ii) above, such party’s board of directors shall have determined (after consultation with outside legal counsel), after considering the terms of such offer by the other Party, that the failure to effect a Company Board Recommendation Change or Merger Partner Board Recommendation Change, as the case may be, would reasonably be expected to be inconsistent with its fiduciary duties under applicable law. In the event of any material amendment to any Superior Proposal (including any revision in the amount, form or mix of consideration such Party’s stockholders would receive as a result of such potential Superior Proposal), such Party shall be required to provide the other Party with notice of such material amendment and there shall be a new two (2) Business Day period following such notification during which the parties shall comply again with the requirements of this section and the board of directors of such Party shall not make a Company Board Recommendation Change or Merger Partner Board Recommendation Change, as applicable, prior to the end of any such period as so extended; and

•        if the Company Board would have been permitted to make a Company Board Recommendation Change pursuant to clause (A) of the preceding paragraph (assuming for this purpose only that the Written Consent had not been delivered to the Company as of such relevant time), the Company may, at any time prior to Specified Time, (x) make a Company Board Recommendation Change with respect to an Acquisition Proposal that did not arise from a violation of the restriction against soliciting Acquisition Proposals described above and which the Board has determined in good faith (after consultation with its financial advisor and outside legal counsel) constitutes a Superior Proposal and (y) terminate the Merger Agreement to enter into an Alternative Acquisition Agreement with respect to such Acquisition Proposal;

provided, however, that neither the Board nor the Company shall take any of the foregoing actions unless:

•        such Acquisition Proposal did not arise from a violation of the restriction against soliciting Acquisition Proposals described above and the Company shall have complied in all material respects with its obligations pursuant to this section;

•        the Company shall have provided prior written notice to Merger Partner at least four (4) business days in advance to the effect that the Company Board intends to take such action (which notice will include in reasonable detail the circumstances giving rise to such proposed action);

•        the Company shall have during such four (4) business day period (x) negotiated with Merger Partner and its representatives in good faith (to the extent Merger Partner desires to negotiate) to make such adjustments to the terms and conditions of the Merger Agreement and the other documents contemplated thereby so that with respect to (A) an Intervening Event, the Board no longer determines in good faith (after consultation with its outside legal counsel) that the failure to make a Company Board Recommendation Change in

response to such Intervening Event would be reasonably likely to be inconsistent with the Company Board’s fiduciary duties under applicable law, or (B) such Acquisition Proposal, such Acquisition Proposal ceases to constitute a Superior Proposal and the need to effect a Company Board Recommendation Change or terminate the Merger Agreement is obviated; and (y) permitted Merger Partner and its representatives to make a presentation to the Board regarding adjustments with respect to the Merger Agreement that are contemplated by the foregoing clause (x) (to the extent that Merger Partner requests to make such a presentation); provided, however, that in the event of any material revision, update or supplement to the terms of such Superior Proposal, then in each case the Company shall be required to deliver a new written notice within two (2) business days to Merger Partner with respect to such revised, updated or supplemented Superior Proposal contemplated thereby.

Certain Permitted Disclosure

Nothing in the Merger Agreement will be deemed to prohibit the Company, the Company Board, Merger Partner or Merger Partner Board from (i) complying with its disclosure obligations under applicable law with regard to an Acquisition Proposal, or (ii) making any “stop-look-and-listen” communication to the Company’s stockholders pursuant to Rule 14d-9(f) under the Exchange Act (or any similar communications to the Company’s stockholders).

Existing Discussions

(i) Immediately following the execution and delivery of the Merger Agreement, each of the Company and Merger Partner were required to, and direct their respective Representatives to, (i) cease immediately all discussions and negotiations that commenced prior to the date of the Merger Agreement regarding any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal. The Company and Merger Partner; (ii) promptly revoke or withdraw access of any person (other than the Company, Merger Partner and their respective Representatives) to any data room (virtual or actual) containing any non-public information with respect to the Company that was established or shared in connection with any potential Acquisition Proposal and request from each third party (other than the Company, Merger Partner and their Representatives) the prompt return or destruction of all non-public information with respect to the Company or Merger Partner, as applicable, previously provided to such person.

Written Consent

Per the terms of the Merger Agreement, the Written Consent was delivered to the Company on May 18, 2025. The Company provided a copy of the Written Consent to Merger Partner on May 18, 2025, shortly after its receipt of the Written Consent.

Efforts to Complete the Merger; Regulatory Approvals

The Company and Merger Partner agreed to use its reasonable best efforts to take all actions necessary, proper or advisable to ensure that the conditions to the merger are satisfied and that the merger is consummated as promptly as practicable. In particular, the parties are required to use reasonable best efforts to obtain necessary governmental consents and approvals and make necessary filings, including filings under the Hart-Scott-Rodino Act and appropriate filings under other applicable antitrust or related laws. We are also required to cooperate to obtain necessary or advisable consents, approvals or waivers from third parties and to defend and contest any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Merger Agreement or the consummation of the transactions contemplated by the Merger Agreement, including seeking to have any stay or temporary restraining order entered by any governmental authority vacated or reversed. Notwithstanding the foregoing, no party is required to (and the Company cannot without Merger Party’s consent) commit to any material divestiture transaction or agree to any restriction on its business, or agree to hold separate any part of its or their businesses.

Indemnification and Insurance

For a period of six (6) years commencing on the Effective Time, the Company and Merger Partner shall, jointly and severally, indemnify and hold harmless each person who is now, or has been at any time prior to the date of the Merger Agreement, or who becomes prior to the Effective Time, a director or officer of the Company or the Merger Partner or any of their respective subsidiaries (collectively, the “D&O Indemnified Persons”), against all claims, losses, liabilities, damages, judgments, fines, and reasonable fees, costs, and expenses, including attorneys’

fees and disbursements, incurred in connection with any claim, action, suit, proceeding, or investigation, whether civil, criminal, administrative, or investigative, arising from or relating to the individual’s role or status as a current or former officer, director, employee, or agent of the Company, Merger Partner, or any of their respective subsidiaries, or from the individual’s service, at the request of the Company, Merger Partner, or any of their respective subsidiaries, as a director, officer, employee, or agent of another entity, regardless of whether the claim is made or asserted before, at, or after the Effective Time, and in each case to the maximum extent allowed by the applicable certificate of incorporation and bylaws.

Each D&O Indemnified Person will be entitled to advancement of expenses (including attorneys’ fees) incurred in the defense of any such claim, action, suit, proceeding, or investigation from each of the Company and Merger Partner following receipt by the Company and Merger Partner from the D&O Indemnified Person of a request therefor; provided that any person to whom expenses are advanced provides an undertaking, to the extent then required by the DGCL, to repay such advances if it is ultimately determined that such person is not entitled to indemnification.

From the Effective Time through the sixth anniversary of the Effective Time, the certificate of incorporation and bylaws of the Surviving Corporation will contain provisions at least as favorable as the provisions relating to indemnification, advancement of expenses, and elimination of liability for monetary damages set forth in the certificate of incorporation and bylaws of the Company and Merger Partner immediately prior to the Effective Time. Such provisions shall not be repealed, amended, or otherwise modified in any manner adverse to any D&O Indemnified Person except as required by applicable law.

Prior to the Effective Time, the Company shall purchase a six (6)-year prepaid “D&O tail policy” for the non-cancellable extension of the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies for a claims reporting or discovery period of at least six (6) years from and after the Effective Time with terms, conditions, retentions, and limits of liability to be mutually agreed by Public Company and Merger Partner prior to the Closing (which approval will not be unreasonably withheld, conditioned, or delayed), but that are no more favorable than the coverage provided under Company’s existing policies as of May 12, 2025, with respect to coverage of any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty, or any matter claimed against a director or officer of the Company by reason of him or her serving in such capacity that existed or occurred at or prior to the Effective Time (including in connection with the Merger Agreement or the Merger).

Prior to the Effective Time, the Merger Partner shall purchase a six (6)-year prepaid “D&O tail policy” for the non-cancellable extension of the directors’ and officers’ liability coverage of the Merger Partner’s existing directors’ and officers’ insurance policies for a claims reporting or discovery period of at least six (6) years from and after the Effective Time with terms, conditions, retentions, and limits of liability that are no less favorable than the coverage provided under the Merger Partner’s existing policies as of May 12, 2025, with respect to any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty, or any matter claimed against a director or officer of the Merger Partner by reason of him or her serving in such capacity that existed or occurred at or prior to the Effective Time (including in connection with the Merger Agreement or the Merger).

The Company shall pay all expenses, including reasonable attorneys’ fees, that may be incurred by a person in successfully enforcing such person’s rights provided in this section. All rights to exculpation, indemnification, and advancement of expenses for acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at, or after the Effective Time, now existing in favor of the current or former directors, officers, or employees, as the case may be, of the Company, Merger Company, or any of their respective subsidiaries as provided in their respective certificates of incorporation or bylaws or other organizational documents or in any agreement in existence immediately prior to the Effective Time shall survive the Merger and shall continue in full force and effect.

The obligations set forth in this section shall not be terminated, amended, or otherwise modified in any manner that adversely affects any D&O Indemnified Person, or any person who is a beneficiary under the policies referred to in this section and their heirs and representatives, without the prior written consent of such affected D&O Indemnified Person or other person.

If the Company or the Merger Partner or any of their respective successors or assigns shall (i) consolidate with or merge into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfer all or substantially all of its properties and assets to any person, then, and in each such case, proper provisions shall be made so that the successors and assigns of such person shall assume all of the obligations set forth in this section.

The provisions of this section are intended to be in addition to the rights otherwise available to the current officers and directors of the Company, Merger Partner, or any of their respective subsidiaries by law, charter, statute, bylaw, or agreement, and shall operate for the benefit of, and shall be enforceable by, each of the D&O Indemnified Persons, their heirs, and their representatives.

Other Covenants and Agreements

The Merger Agreement contains certain other covenants and agreements, including covenants related to:

•        each of the Company (and the Company’s subsidiaries) and Merger Partner affording each other reasonable access during normal business hours to their properties, books, contracts, commitments, personnel and records, and, during such period, each party shall furnish promptly to the other all information concerning its business, properties, assets, and personnel as the other party may reasonably request in furtherance of the consummation of the Merger or the other transactions contemplated by the Merger Agreement; provided, however, that:

•        a party may restrict such access to the extent that (a) any applicable law requires such restriction, (b) such access would give rise to a risk of waiving any attorney-client privilege, work product doctrine, or other applicable privilege, or (c) such access would be in breach of any confidentiality obligation or similar obligation;

•        each party will (and the Company will cause its subsidiaries to) hold any such nonpublic information in confidence in accordance with the Confidentiality Agreement (as defined in the Merger Agreement) previously executed between the parties;

•        no information or knowledge obtained in any investigation pursuant to this access provision or otherwise shall affect or be deemed to modify any representation or warranty contained in the Agreement or the conditions to the obligations of the parties to consummate the Merger;

•        any information obtained pursuant to this access right shall be subject to the Confidentiality Agreement; and

•        any access to any facilities of Merger Partner, the Company, or any of their subsidiaries shall be subject to the reasonable security measures and insurance requirements of the relevant part.

•        cooperation between the parties to list the shares of Company Common Stock issued in connection with the Merger to be approved for listing on Nasdaq at or prior to the Effective Time;

•        the parties using reasonable best efforts to complete the Merger, including obtaining all required consents, approvals, and making necessary regulatory filings;

•        cooperation between the parties in connection with public announcements;

•        the Company reserving a portion of PIPE Financing proceeds for the working capital needs of the Surviving Corporation, subject to board approval;

•        the Company and Merger Partner (A) providing each other with notice of any legal proceedings arising from or otherwise relating to the Merger, (B) providing each other with the opportunity to participate in (but not control) the defense of any such legal proceedings, (C) consulting with each other with respect to the settlement or prosecution of any such legal proceedings, subject to certain conditions and (D) giving each other the opportunity to review and propose comments with respect to any written filings, pleadings and responses proposed to be filed or submitted by or on behalf of the Company or the Merger Partner prior to such filing or submission, and the Company or Merger Partner shall consider such comments in good faith.

Conditions to Completion of the Merger

The obligations of each of the Company, Merger Partner and Merger Sub to effect the Merger are subject to the satisfaction (or waiver by the party entitled to the benefit thereof) of the following conditions:

•        the approval of the Merger Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon (which was satisfied on May 18, 2025, by virtue of the delivery of the Written Consent);

•        the waiting period (and any extensions thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated;

•        the approval of the Nasdaq Listing Application and the approval of the shares of the Company Common Stock to be issued pursuant to the Share Issuance (as defined in the Merger Agreement) for listing (subject to official notice of issuance) on Nasdaq;

•        the absence of any law, regulation or order (whether temporary, preliminary or permanent) that is in effect and that has the effect of making the Merger illegal or which has the effect of prohibiting, enjoining, preventing or restraining the consummation of the Merger; and

•        this information statement having been mailed to the Company’s stockholders and at least twenty (20) days having elapsed since the date of the mailing and the consummation of the Merger being permitted by Regulation 14C of the Exchange Act (including Rule 14c-2 promulgated under the Exchange Act).

The obligations of Merger Partner to effect the Merger are further subject to the satisfaction (or waiver by Merger Partner) of the following additional conditions at or prior to the Closing:

•        the Company and Merger Sub shall have performed, or complied with, in all material respects all of the covenants and other obligations required by the Merger Agreement to be performed or complied with by the Company and Merger Sub at or prior to the Closing;

•        the representations and warranties of the Company (A) set forth in the Public Company Fundamental Representations (as defined in the Merger Agreement) shall be true and correct in all material aspects, and (B) related to there having not been or occurred any event, condition, change, occurrence or development that has had or would reasonably be expected to have a Company Material Adverse Effect shall be true and correct in all respects, in each case, as of the Agreement Date and as of the Closing Date with the same force and effect as if made on and as of such date, except, in each case, for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct except for any de minimis inaccuracies as of such particular date);

•        the representations and warranties relating to the Company’s organization, capitalization, authorization, the absence of broker’s or finder’s fees and the inapplicability of anti-takeover statutes to the Merger that (A) are not subject to qualifications based on a “Company Material Adverse Effect” or any other materiality qualifications or other qualifications based on the word “material” or similar phrases (but not dollar thresholds) shall be true and correct in all material respects and (B) are subject to qualifications based on a “Company Material Adverse Effect” or any other materiality qualifications or other qualifications based on the word “material” or similar phrases (but not dollar thresholds) shall be true and correct in all respects, in each case as of the Agreement Date and as of the Closing Date with the same force and effect as if made on and as of such date except, in each case, for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct in all material respects or in all respects, as applicable, as of such particular date);

•        the other representations and warranties of the Company set forth in the Merger Agreement (other than those described in the two bullets above) shall be true and correct as of the Agreement Date and as of the Closing Date with the same force and effect as if made on and as of such date (disregarding all materiality qualifications (but not dollar thresholds) contained in such representations and warranties), except (A) for any failure to be so true and correct which would not reasonably be expected to have a Company Material Adverse Effect, and (B) for those representations and warranties which address matters only as of a

particular date (which representations shall have been true and correct as of such particular date, except for any failure to be so true and correct as of such date which would not reasonably be expected to have a Company Material Adverse Effect);

•        the receipt by the Merger Partner of a copy of the Assignment Agreement, duly executed by the Company;

•        the Company have entered into the Subscription Agreements and consummated the PIPE;

•        the Company Board and the stockholders of the Company approving of and adopting the Second Amended & Restated Public Company Bylaws (as defined in the Merger Agreement) and Second Amended & Restated Public Company Charter (as defined in the Merger Agreement), as applicable, and the Second Amended & Restated Public Company Bylaws and Second Amended & Restated Public Company Charter being in full force and effect;

•        the receipt by the Merger Partner of copies of the resignations, effective as of the Effective Time, of each director of the Company and its subsidiaries, other than a resignation from the individual designated a director to the Company Board by the Company in compliance with the Merger Agreement and new directors having been appointed to the Company Board as of the Effective Time, except for the individual designated a director to the Company Board by the Company in compliance with the Merger Agreement;

•        the effectiveness of the Warrant Registration Statement (as defined in the Merger Agreement) and the Company having filed all necessary post-effective amendments or supplements to the Warrant Registration Statement or the prospectus therein, so that the Warrant Registration Statement is available for the issuance of the shares of Company Common Stock underlying the Public Company Warrants following Closing;

•        the Company shall be eligible to register the Company Common Stock to be issued to (i) the investors in the PIPE, (ii) the Convert Investor, and (iii) the stockholders of Merger Partner for resale by such Company stockholders on a shelf registration statement on Form S-3;

•        the Note Documents shall remain in full force and effect as of the Closing Date, and the Company shall have maintained and remain in compliance with, and shall have caused any other party that becomes party thereto to have maintained and remained in compliance with, the terms of the Note Documents;

•        since the Agreement Date, there shall not have occurred any Company Material Adverse Effect; and

•        the receipt by the Merger Partner of an officers’ certificate duly executed by the Chief Executive Officer or Chief Financial Officer of the Company, certifying that the conditions described in the preceding five bullets have been satisfied.

In addition, the obligations of the Company and Merger Sub to effect the Merger are further subject to the satisfaction (or waiver by the Company) of the following additional conditions at or prior to the Closing:

•        Merger Partner shall have performed, or complied with, in all material respects all of their respective agreements, covenants and obligations required by the Merger Agreement to be performed or complied with by Merger Partner at or prior to the Closing Date;

•        since the Agreement Date, there shall not have occurred any Merger Partner Material Adverse Effect;

•        the receipt by the Company of a copy of the Assignment Agreement, duly executed by Merger Partner and BTC Inc.;

•        the representations and warranties of Merger Partner set forth in the Merger Agreement shall be true and correct as of the Agreement Date and as of the Closing Date with the same force and effect as if made on and as of such date (disregarding all materiality qualifications (but not dollar thresholds) contained in such representations and warranties), except (A) for any failure to be so true and correct which, individually or in the aggregate, would not reasonably be expected to prevent or have a material adverse effect on the ability of Merger Partner to consummate the Transactions in accordance with the terms of the Merger Agreement, and (B) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct as of such particular date, except for any failure

to be so true and correct as of such date which, individually or in the aggregate, would not reasonably be expected to prevent or have a material adverse effect on the ability of Merger Partner to consummate the Transactions in accordance with the terms of the Merger Agreement); and

•        the receipt by the Company of a certificate, signed for and on behalf of Merger Partner by the President of Merger Partner, certifying that the conditions described in the preceding bullets have been satisfied.

Termination of the Merger Agreement

The Merger Agreement may be terminated at any time prior to the Effective Time, only as follows:

•        by mutual written agreement of Merger Partner and the Company; or

•        by either Merger Partner or the Company if:

•        the Merger shall not have been consummated by the Outside Date(provided that the right to terminate hereunder shall not be available to any party whose failure to fulfill any obligation under the Merger Agreement has been a principal cause of the failure of the Merger to occur on or before the Outside Date); or

•        a governmental entity of competent jurisdiction shall have issued a nonappealable final order, decree or ruling or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger; provided, however, that a party hereto shall not be permitted to terminate hereunder if the issuance of any such order, decree, ruling or other action is principally attributable to the failure of such party (or any Affiliate of such party) to perform in any material respect any covenant in the Merger Agreement required to be performed by such party (or any Affiliate of such party) at or prior to the Effective Time; or

•        if the Required Public Company Stockholder Approval is not obtained by delivery of the Public Company Written Consents on or prior to 5:00 p.m., New York City time on the date that is seven (7) Business Days after the date hereof.

•        by the Company if:

•        at any time prior to the receipt of the Merger Partner Stockholder Approval: (i) the Merger Partner Board shall have effected a Merger Partner Board Recommendation Change, or (ii) Merger Partner shall have materially breached certain obligations under the Merger Agreement;

•        there has been a breach of or failure to perform any representation, warranty, covenant or agreement set forth in the Merger Agreement (other than those referred to elsewhere in this provision) on the part of Merger Partner, which breach would cause the conditions set forth in Section 7.2(a) or (b) therein not to be satisfied; provided that neither the Company nor Merger Sub is then in material breach of any representation, warranty or covenant under the Merger Agreement and provided, further, that if such breach or failure to perform is curable by Merger Partner, as applicable, then the Merger Agreement shall not terminate pursuant to this provision as a result of such particular breach or failure until the expiration of a thirty (30) day period commencing upon delivery of written notice from the Company to Merger Partner of such breach or failure and it being understood that the Merger Agreement shall not terminate pursuant to this provision as a result of such particular breach or failure if such breach or failure is cured prior to such termination becoming effective (“Merger Partner Breach Termination”);

•        the Merger Partner Stockholder Approval is not obtained by delivery of the Merger Partner Written Consents on or prior to 5:00 p.m., New York City time, on the date that is seven (7) Business Days after the date of the Merger Agreement (the “Merger Partner Stockholder Approval Deadline”); provided that if Merger Partner cures by delivering the Merger Partner Stockholder Approval within three (3) calendar days after Merger Partner Stockholder Approval Deadline, then Company shall not have the right to terminate the Merger Agreement pursuant to this provision;

•        at any time prior to the receipt of the Required Public Company Stockholder Approval, each of the following occur: (A) the Company shall have received a Superior Proposal; (B) the Company shall have complied in all material respects with its obligations under the Merger Agreement with respect to such Superior Proposal, including with respect to making a Public Company Board Recommendation Change with respect to such Superior Proposal; (C) the Public Company Board approves, and the Company substantially concurrently with the termination of the Merger Agreement enters into, a definitive agreement with respect to such Superior Proposal; and (D) prior to or substantially concurrently with such termination, the Company pays to Merger Partner the Company Termination Fee (as defined below).

•        by Merger Partner if:

•        at any time prior to the receipt of the Required Public Company Stockholder Approval, if: (i) the Company Board shall have effected a Company Board Recommendation Change or (ii) the Company shall have materially breached certain obligations under the Merger Agreement; or

•        there has been a breach of or failure to perform any representation, warranty, covenant or agreement set forth in the Merger Agreement (other than those referred to elsewhere in this provision) on the part of the Company; provided that Merger Partner is not then in material breach of any representation, warranty or covenant under the Merger Agreement and provided, further, that if such breach or failure to perform is curable by the Company, then the Merger Agreement shall not terminate pursuant to this provision as a result of such particular breach or failure until the expiration of a thirty (30) day period commencing upon delivery of written notice from Merger Partner to the Company of such breach or failure and it being understood that the Merger Agreement shall not terminate pursuant to this provision as a result of such particular breach or failure if such breach or failure is cured prior to such termination becoming effective; or

•        at any time prior to the receipt of the Merger Partner Stockholder Approval, each of the following occur: (A) Merger Partner shall have received a Superior Proposal; (B) Merger Partner shall have complied in all material respects with its obligations under the Merger Agreement with respect to such Superior Proposal, including with respect to making a Merger Partner Board Recommendation Change with respect to such Superior Proposal; (C) the Merger Partner Board approves, and Merger Partner substantially concurrently with the termination of the Merger Agreement enters into, a definitive agreement with respect to such Superior Proposal; and (D) prior to or substantially concurrently with such termination, Merger Partner pays to the Company the Merger Partner Termination Fee (as defined below); or

•        the Company (i) files for or enters into bankruptcy, receivership, administration, restructuring, corporate rescue or other similar proceedings or (ii) a liquidator, administrator, restructuring officer, or similar Person is appointed on behalf of the Company under any applicable administration, scheme of arrangement, restructuring, receivership, corporate rescue, insolvency, bankruptcy, or reorganization laws.

Termination Fees and Expenses

The Company must pay Merger Partner a termination fee of $2,500,000 plus the aggregate amount of proceeds received by the Company in respect of any Public Company Warrants exercised between the Agreement Date and the date of termination of the Merger Agreement (the “Company Termination Fee”) in the event of the termination of the Merger Agreement:

•        by Merger Partner, at any time prior to the receipt of the Required Public Company Stockholder Approval, if: (i) the Company Board shall have effected a Company Board Recommendation Change or (ii) the Company shall have materially breached certain obligations under the Merger Agreement.

•        by Merger Partner, if the Company (i) files for or enters into bankruptcy, receivership, administration, restructuring, corporate rescue or other similar proceedings or (ii) a liquidator, administrator, restructuring officer, or similar Person is appointed on behalf of the Company under any applicable administration, scheme of arrangement, restructuring, receivership, corporate rescue, insolvency, bankruptcy, or reorganization laws;

•        by the Company if, at any time prior to the receipt of the Required Public Company Stockholder Approval, each of the following occur: (A) the Company shall have received a Superior Proposal; (B) the Company shall have complied in all material respects with its obligations under the Merger Agreement with respect to such Superior Proposal, including with respect to making a Company Board Recommendation Change with respect to such Superior Proposal; (C) the Company Board approves, and the Company substantially concurrently with the termination of the Merger Agreement enters into, a definitive agreement with respect to such Superior Proposal; and (D) prior to or substantially concurrently with such termination, the Company pays to Merger Partner the Company Termination Fee.

•        Merger Partner effects a Change of Recommendation Termination.

Merger Partner must pay the Company a termination fee of $2,500,000 (i) if the Company effects a Merger Partner Breach Termination or (ii) pursuant to an Outside Date Termination, if, at the time of such termination, the Company would have been entitled to terminate the Merger Agreement pursuant to a Merger Partner Breach Termination.

Modification or Amendment

The Merger Agreement may be amended in writing by the Parties at any time prior to the Effective Time. The Merger Agreement may not be amended except by an instrument in writing signed by each of the Parties thereto.

Specific Performance

The parties to the Merger Agreement will be entitled, in addition to any other remedy to which they are entitled at law or in equity, to an injunction, specific performance and other equitable relief to prevent breaches of the Merger Agreement and to enforce specifically the terms and provisions of the Merger Agreement.

No Third Party Beneficiaries

The Merger Agreement is not intended to and does not confer any rights or remedies upon any person other than the parties thereto and their respective successors and permitted assigns, except for limited exceptions expressly provided for therein.

Governing Law

The Merger Agreement is governed by Delaware law.

MARKET INFORMATION AND DIVIDENDS

Company Common Stock began trading on Nasdaq under the symbol “NAKA” on May 31, 2024. Prior to that, there was no public market for Company Common Stock. As of June 1, 2025, 7,574,486 shares of Company Common Stock were issued and outstanding, held by 47 stockholders of record.

The terms of the Merger Agreement do not allow us to declare or pay a dividend between May 12, 2025 and the earlier of the consummation of the Merger or the termination of the Merger Agreement. Following the completion of the Merger, the Company Common Stock will continue to trade on Nasdaq under the symbol “NAKA.”

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information about the beneficial ownership of Company Common Stock as of June 1, 2025 for:

(i)     each person or group known to us who beneficially owns more than 5% of the Company Common Stock;

(ii)    each of our directors;

(iii)   each of our named executive officers; and

(iv)   all of our directors and executive officers as a group.

The numbers of shares of Company Common Stock beneficially owned and percentages of beneficial ownership are based on 7,547,486 shares of Company Common Stock outstanding as of June 1, 2025.

Beneficial ownership for the purposes of the following table is determined in accordance with the rules and regulations of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof or has the right to acquire such powers within 60 days. Company Common Stock subject to options or Company RSUs that are currently exercisable or exercisable or will vest within 60 days of June 1, 2025 are deemed to be outstanding and beneficially owned by the person holding the options or Company RSUs. These shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person. Except as disclosed in the footnotes to this table and subject to applicable community property laws, we believe that each stockholder identified in the table possesses sole voting and investment power over all Company Common Stock shown as beneficially owned by the stockholder.

Unless otherwise noted below, the address of each beneficial owner listed on the table is c/o Kindly MD, Inc., 5097 South 900 East Suite #100, Salt Lake City, Utah 84117.

____________

(1)      Tim Pickett and his spouse serve as the co-investment trustees of The Wade Rivers Trust (the Trust), which is the sole Member of Wade Rivers, LLC.

(2)      Includes shares directly owned by Wade Rivers LLC.

*        Indicates less than 1%

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other documents with the SEC. These reports contain additional information about us. Our SEC filings are made electronically available to the public at the SEC’s website located at www.sec.gov. Stockholders can also obtain free copies of our SEC filings through the “SEC Filings” section of our website at https://investors.kindlymd.com/sec-filings. Our website address is being provided as an inactive textual reference only. The information provided on, or accessible through, our website, other than the copies of the documents listed or referenced below that have been or will be filed with the SEC, is not part of this information statement, and therefore is not incorporated herein by reference.

The SEC allows us to “incorporate by reference” information that we file with the SEC in other documents into this information statement. This means that we may disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this information statement. This information statement and the information that we file later with the SEC may update and supersede the information incorporated by reference. Such updated and superseded information will not, except as so modified or superseded, constitute part of this information statement.

We incorporate by reference in this information statement each document we file under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the initial filing of this information statement until the earlier of the Effective Time and termination of the Merger Agreement, other than Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K, including any exhibits included with such information, unless otherwise indicated therein. We also incorporate by reference in this information statement the following documents filed by us with the SEC under the Exchange Act:

We undertake to provide without charge to each person to whom a copy of this information statement has been delivered, upon written or oral request, by first class mail or other equally prompt means within one business day of receipt of such request, a copy of any or all of the documents incorporated by reference in this information statement, other than the exhibits to these documents, unless the exhibits are specifically incorporated by reference into the information that this information statement incorporates. You may request a copy of these filings by telephone at (385) 388-8220 or by writing to us at:

Kindly MD, Inc. Investor Relations
5097 South 900 East, Suite #100
Salt Lake City, Utah 84117
e-mail: kindlymd@kcsa.com

Merger Partner and Merger Sub have supplied, and the Company has not independently verified, the information in this information statement relating to Merger Partner and Merger Sub.

Stockholders should not rely on information that purports to be made by or on behalf of the Company other than that contained in or incorporated by reference in this information statement. The Company has not authorized anyone to provide information on behalf of the Company that is different from that contained in this information statement. This information statement is dated [•], 2025. No assumption should be made that the information contained in this information statement is accurate as of any date other than that date, and the mailing of this information statement will not create any implication to the contrary.

HOUSEHOLDING OF INFORMATION STATEMENT

We have adopted a procedure, approved by the SEC, called “householding.” Under this procedure, we deliver a single copy of this information statement to stockholders of record who have the same address unless we are notified that one or more of these stockholders wishes to receive individual copies. This procedure reduces our printing costs and postage fees.

If you participate in householding, upon oral or written request, we will deliver promptly a separate copy of the information statement to a stockholder at a shared address to which a single copy of the information statement was delivered. If you wish to receive a separate copy of this information statement, or if you do not wish to continue to participate in householding and prefer to receive separate copies of these documents in the future, please contact by telephone at (385) 388-8220 or by writing to us at:

Kindly MD, Inc. Investor Relations
5097 South 900 East, Suite #100
Salt Lake City, Utah 84117
e-mail: kindlymd@kcsa.com

NAKAMOTO HOLDINGS INC.
INDEX TO FINANCIAL STATEMENTS

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

The following Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2025 combines (i) the historical March 31, 2025 balance sheet of Kindly MD, Inc. (“KindlyMD”) and the historical April 30, 2025 balance sheet of Nakamoto Holdings, Inc. (“Nakamoto”) (ii) the required asset acquisition adjustments made in accordance with ASC 805-50 (iii) the PIPE #1 agreement (iv) the PIPE #2 agreement and (v) the convertible debt issuance as if the transactions occurred on March 31, 2025. Further, the Unaudited Pro Forma Condensed Combined Statements of Operations for the three months ended March 31, 2025 combines (i) the historical financial information of KindlyMD for the three months ended March 31, 2025 and the historical financial information Nakamoto from their inception date on March 6, 2025 through April 30, 2025 as if the transaction occurred on January 1, 2025 and (ii) the PIPE agreements and the convertible debt issuance as if those transactions occurred on January 1, 2024. Finally, the Unaudited Pro Forma Condensed Combined Statements of Operations for the year ended December 31, 2024 combines the historical financial information of KindlyMD for the annual period ended December 31, 2024 and (ii) the PIPE agreements and (iv) the convertible debt issuance as if the transactions occurred on January 1, 2024.

As it pertains to the proforma statements of operations, the Company is aware that, in accordance with Rule 11-02(c)(2)(i) of Regulation S-X, all of the transactions should be presented as if they occurred on January 1, 2024. However, as Nakamoto was incepted on March 6, 2025, and therefore only had seven weeks of operating history (as of April 30, 2025), the Company has reflected the merger transaction (for purposes of the proforma statement of operations) as if it occurred on January 1, 2025.

Kindly MD, Inc. and Nakamoto Holdings, Inc.

Unaudited Pro Forma Condensed Combined Balance Sheet

As of March 31, 2025

Kindly MD, Inc. and Nakamoto Holdings, Inc.

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Three Months Ended March 31, 2025