Nakamoto Inc. (NAKA): M&A transaction — Kindly MD completes merger with Nakamoto, raises ~$540M in PIPE, issues $200M convertible debenture

Nakamoto Inc.

Merger closed Aug 14: Nakamoto stockholders received 22.3M Kindly shares; Nakamoto becomes wholly owned sub.
PIPE financing raised ~$540M gross: 322.98M shares at $1.12, 5.68M at $5.00, plus 133.8M pre-funded warrants.
Issued $200M zero-coupon convertible debenture (first 2 yrs) with conversion price $2.80 (floor $2.00), secured by Bitcoin ≥2x principal.
Board overhaul: CEO David Bailey stays; new independent directors include Chad Blackburn, Perianne Boring, Eric Weiss, Greg Xethalis, Mark Yusko.
Warrants delisted from Nasdaq due to insufficient round lot holders; will trade OTC. Common stock listing unaffected.

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Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Nakamoto Inc. incurred convertible notes of aggregate principal amount of $200.0 million with YA II PN, Ltd. at rate of 0.00% per annum for the first two years, and 6.00% per annum for the thi maturing third-year anniversary of the issuance date of the Convertible Debenture.

Instrument: convertible notes
Principal: aggregate principal amount of $200.0 million
Counterparty: YA II PN, Ltd.
Rate: rate of 0.00% per annum for the first two years, and 6.00% per annum for the thi
Maturity: third-year anniversary of the issuance date of the Convertible Debenture
Event: incurrence

Exact text from the filing

“ Investor ”), under which the Company agreed to sell and issue to the 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 ”). On August 15, 2025, pursuant to the terms of the

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Nakamoto Inc.: Second Amended and Restated Bylaws approved, removing staggered term prohibition, establishing three-year director terms, setting board size limits, imposing advance notice requirements, regulating shareholder meetings, and prohibiting written consent actions (effective 2025-05-18).

Change: bylaw amendment
Effective: 2025-05-18

Exact text from the filing

approved and adopted the Amended Bylaws, which became effective upon filing with the Utah Division of Corporations. The Amended Bylaws were filed 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

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Nakamoto Inc.: Amended and Restated Code of Ethics and Business Conduct approved, broadening applicability to consultants/contractors, increasing managerial responsibility, and updating provisions on conflicts of interest, asset protection, corporate opportunities, confidentiality, and fair dealing (effective 2025-08-14).

Change: code of ethics
Effective: 2025-08-14

Exact text from the filing

Effective August 14, 2025, the Board approved an amendment and restatement of the Company's Code of Ethics and Business Conduct

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Nakamoto Inc.: Second Amended and Restated Articles of Incorporation approved, increasing authorized shares, requiring shareholder action by meeting only, adding exclusive forum and severability provisions (effective 2025-08-11).

Change: charter amendment
Effective: 2025-08-11

Exact text from the filing

The Amended Articles include the following material changes: ● Increase in Authorized Shares: An increase in authorized shares from 110,000,000 shares to 10,010,000,000 shares

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Nakamoto Inc. underwent a change of control involving Nakamoto Holdings Inc. (closed 2025-08-14).

Action: change of control
Counterparty: Nakamoto Holdings Inc.
Closing: 2025-08-14

Exact text from the filing

On August 14, 2025, Kindly MD, Inc. (“ Kindly ” or the “ Company ”) completed its previously announced merger

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101 debt financings filed in the last 30 days. Browse all debt financings →

Nakamoto Inc. filing history →

Source: SEC EDGAR

accession 0001213900-25-077579

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