KindlyMD entered into merger agreement with Nakamoto

KindlyMD (KDLY) announced that it has entered into a definitive merger agreement with Nakamoto, a Bitcoin-native holding company, to start a Bitcoin treasury strategy. Nakamoto is a new holding company founded by David Bailey. In partnership with BTC, Nakamoto seeks to build the first global network of Bitcoin treasury companies. The combined company will aim both to accumulate Bitcoin and grow the Bitcoin owned on a per share basis, or Bitcoin Yield, through a variety of equity, debt and other offerings. This merger gives the public market exposure to Bitcoin within a compliant, transparent structure backed by a uniquely experienced Bitcoin management team, including a partnership with one of the world’s most influential Bitcoin marketing platforms. Shares of KindlyMD will continue to trade on Nasdaq under the symbol “KDLY.” The combined company expects to be renamed and trade under a new ticker symbol. The Board of Directors of Nakamoto and KindlyMD have unanimously approved the transaction. The transaction will require the approval of the shareholders of KindlyMD and is subject to customary closing conditions. The transaction includes $510 million in gross proceeds from a fully committed private placement in public equity priced at $1.12 per share and consisting of common stock and pre-funded warrants in KindlyMD and $200 million in gross proceeds from the sale of senior secured convertible notes of KindlyMD that mature in 2028