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Merger Completed, Nasdaq Listing Continues
KindlyMD, Inc. (NASDAQ: NAKA) has completed its previously announced merger with Nakamoto Holdings Inc., forming a combined entity that will operate as KindlyMD while maintaining its ticker symbol on the Nasdaq Capital Market. Nakamoto is now a wholly-owned subsidiary, and the company will conduct its Bitcoin-related business under the Nakamoto brand.
The transaction signals a new phase for KindlyMD, bringing together its healthcare services with a dedicated Bitcoin financial services arm. The merger reflects the growing trend of public companies exploring Bitcoin as part of their treasury and investment strategy.
$540 Million Raised to Fund Bitcoin Purchases
The merger was accompanied by a private placement in public equity (PIPE Financing), which raised approximately $540 million in gross proceeds. These funds will be used primarily to purchase Bitcoin and for general corporate purposes.
In addition, the company expects to finalize a $200 million convertible note offering, providing further resources for its strategy of building a large Bitcoin treasury. The financial backing underscores the firm’s intent to establish itself as a prominent player in Bitcoin-related capital markets.
Leadership Transition
David Bailey has been appointed Chief Executive Officer of the combined company and will also serve as Chairman of the Board. Bailey, who has been active in Bitcoin since 2012, has made clear that his long-term vision is for global markets to adopt a Bitcoin standard.
Tim Pickett, formerly Chief Executive Officer of KindlyMD, has transitioned into the role of Chief Medical Officer while retaining a seat on the Board. He will continue to oversee the company’s healthcare operations.
Other key leadership appointments include Amanda Fabiano as Chief Operating Officer, Tyler Evans as Chief Investment Officer, and Andrew Creighton as Chief Commercial Officer. Jared Barrera remains Chief Financial Officer.
New Board Members Announced
Alongside Bailey and Pickett, six independent directors have joined the Board:
- Charles Blackburn, an experienced business development executive with expertise across accounting, healthcare, and digital assets.
- Perianne Boring, founder of the Digital Chamber and long-time advocate for Bitcoin in public policy.
- Eric Weiss, founder of Bitcoin Investment Group, known for his early investment in Bitcoin and role in promoting institutional adoption.
- Greg Xethalis, partner and General Counsel at Multicoin Capital, with extensive legal experience in fintech and blockchain.
- Mark Yusko, founder and Chief Investment Officer of Morgan Creek Capital Management and Morgan Creek Digital Assets.
This group brings financial, legal, and digital asset expertise to the company, positioning it to pursue its dual focus on healthcare and Bitcoin treasury management.
Strategic Vision
The combined company has stated that its mission is to build an institutional-grade Bitcoin treasury vehicle. The goal is to accumulate up to one million Bitcoin, while also developing products and services aimed at facilitating adoption among corporations and governments.
Nakamoto, as KindlyMD’s Bitcoin-focused subsidiary, plans to leverage corporate finance strategies to integrate Bitcoin into global markets. The company intends to provide a platform for investors seeking exposure to Bitcoin through public market channels.
Bailey emphasized that the merger represents the start of a long-term effort to advance Bitcoin adoption, while also delivering value to shareholders. Pickett noted that Bitcoin’s role in capital preservation aligns with the principles of trust and integrity applied in the company’s healthcare operations.
Advisory Support
The deal was supported by financial and legal advisors. Cohen & Company Capital Markets acted as lead financial advisor to Nakamoto and placement agent for the PIPE Financing. 10X Capital also served as a financial advisor and placement agent.
On the legal side, Reed Smith LLP advised Nakamoto, while Brunson Chandler & Jones, PLLC advised KindlyMD.
Healthcare and Bitcoin Under One Roof
KindlyMD continues to operate its healthcare division, which integrates primary care, pain management, behavioral health, and alternative therapies. By merging with Nakamoto, the company now brings together healthcare services with Bitcoin treasury management, an unusual combination in the public markets.
This diversified approach positions KindlyMD as both a healthcare provider and a fintech-linked enterprise, bridging two very different sectors with a strategy built on capital preservation and digital asset adoption.
Outlook
Following the merger, KindlyMD will move forward with the aim of becoming a leading public market platform for Bitcoin treasury management, while also maintaining its patient-first healthcare services. The near-term focus includes deploying funds raised through the PIPE Financing to acquire Bitcoin and completing the $200 million convertible note offering.
With new leadership, an expanded board, and a clear strategy, the company is seeking to establish a presence in both healthcare and global financial markets. Its progress in accumulating Bitcoin and delivering institutional-grade solutions will be closely watched by investors and industry observers in the months ahead.
