KindlyMD, Inc. (NASDAQ: KDLY), a Utah-based healthcare services provider, has entered into a merger agreement with Nakamoto Holdings Inc., a Bitcoin-native holding company. The transaction, announced on May 12, 2025, includes $710 million in financing through a combination of private placement and convertible notes.
The merger will create a publicly traded company focused on establishing a Bitcoin treasury strategy, with $510 million raised through private placement in public equity (PIPE) at $1.12 per share and $200 million in senior secured convertible notes maturing in 2028.
David Bailey, founder of BTC Inc. and Nakamoto Holdings, will serve as CEO of the combined entity. Tim Pickett will continue managing KindlyMD’s healthcare operations, which include four clinics across Utah providing integrated medical services, pain management, and mental health care.
David Bailey, Founder and CEO of Nakamoto said, “Nakamoto’s vision is to bring Bitcoin to the center of global capital markets, packaging it into equity, debt, preferred shares, and new hybrid structures that every investor can understand and own. Our mission is simple: list these instruments on every major exchange in the world.”
He continued, “Nakamoto is building the first publicly traded conglomerate designed to accelerate that future. The financial institutions who defined their chapter in history have all carried the names of their founders: Medici, Rothschild, Morgan, Goldman. Today, we stake that legacy on Nakamoto.”
The PIPE financing attracted over 200 investors globally, including institutional investors such as Actai Ventures, Arrington Capital, BSQ Capital Partners, Kingsway, Off the Chain Capital, ParaFi, RK Capital, Van Eck, and Yorkville Advisors, alongside individuals including Adam Back, Balaji Srinivasan, Danny Yang, Eric Semler (CEO of Semler Scientific), Jihan Wu, Ricardo Salinas, and Simon Gerovich (CEO of Metaplanet). YA II PN, Ltd., an investment fund managed by Yorkville Advisors, was the sole convertible note purchaser.
Under the agreement, KindlyMD’s shares will continue trading on Nasdaq under the symbol “KDLY” until a new ticker symbol is announced. The combined company’s board will consist of six directors appointed by Nakamoto and one by KindlyMD.
The transaction includes the assumption of Nakamoto’s marketing services agreement with BTC Inc., which will provide marketing services related to Bitcoin treasury operations. KindlyMD’s clinical operations will maintain their current focus on reducing opioid use through integrated healthcare services.
The merger requires KindlyMD shareholder approval and is subject to customary closing conditions. Additional transaction details will be available in a Current Report on Form 8-K to be filed with the SEC.
BTC Inc, Bitcoin Magazine’s parent company, is affiliated with Nakamoto through common ownership. BTC Inc also has a contractual relationship with Nakamoto to provide marketing services.
