KindlyMD, Inc. (NASDAQ: KDLY), a Utah-based healthcare companies supplier, has entered right into a merger settlement with Nakamoto Holdings Inc., a Bitcoin-native holding firm. The transaction, introduced on Could 12, 2025, consists of $710 million in financing via a mixture of personal placement and convertible notes.
The merger will create a publicly traded firm targeted on establishing a Bitcoin treasury technique, with $510 million raised via personal placement in public fairness (PIPE) at $1.12 per share and $200 million in senior secured convertible notes maturing in 2028.
David Bailey, founding father of BTC Inc. and Nakamoto Holdings, will function CEO of the mixed entity. Tim Pickett will proceed managing KindlyMD’s healthcare operations, which embody 4 clinics throughout Utah offering built-in medical companies, ache administration, and psychological well being care.
David Bailey, Founder and CEO of Nakamoto mentioned, “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 buyers globally, together with institutional buyers akin to Actai Ventures, Arrington Capital, BSQ Capital Companions, Kingsway, Off the Chain Capital, ParaFi, RK Capital, Van Eck, and Yorkville Advisors, alongside people together with Adam Again, 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 funding fund managed by Yorkville Advisors, was the only convertible be aware purchaser.
Underneath the settlement, KindlyMD’s shares will proceed buying and selling on Nasdaq underneath the image “KDLY” till a brand new ticker image is introduced. The mixed firm’s board will encompass six administrators appointed by Nakamoto and one by KindlyMD.
The transaction consists of the idea of Nakamoto’s advertising and marketing companies settlement with BTC Inc., which can present advertising and marketing companies associated to Bitcoin treasury operations. KindlyMD’s scientific operations will preserve their present give attention to lowering opioid use via built-in healthcare companies.
The merger requires KindlyMD shareholder approval and is topic to customary closing circumstances. Extra transaction particulars will likely be accessible in a Present Report on Type 8-Okay to be filed with the SEC.
BTC Inc, Bitcoin Journal’s guardian firm, is affiliated with Nakamoto via frequent possession. BTC Inc additionally has a contractual relationship with Nakamoto to supply advertising and marketing companies.
