Latest news with #Bitcoin-native
Business Wire
7 hours ago
- Business
- Business Wire
KindlyMD and Nakamoto Announce an Additional $51.5 Million In PIPE Financing To Support Bitcoin Treasury Efforts
SALT LAKE CITY--(BUSINESS WIRE)--Kindly MD, Inc. (NASDAQ: NAKA) ('KindlyMD'), which previously announced its anticipated merger with Nakamoto Holdings Inc. ('Nakamoto'), a Bitcoin-native holding company, today announced the close of an additional $51.5 million in private placement in public equity ('PIPE financing') to support its efforts to establish a Bitcoin treasury. To date, KindlyMD has raised a total of approximately $563 million in PIPE financing and $763 million including convertible notes. 'Investor demand for Nakamoto is incredibly strong. This additional financing was raised in under 72 hours, adding the option for more working capital in addition to acquiring bitcoin,' said David Bailey, Founder and CEO of Nakamoto. 'We continue to execute our strategy to raise as much capital as possible to acquire as much bitcoin as possible.' The transaction includes $51.5 million in gross proceeds from a fully committed PIPE financing priced at $5.00 per share and consisting of common stock in KindlyMD. The net proceeds from the PIPE financing are intended to be used by KindlyMD to purchase Bitcoin and for working capital and general corporate purposes. The PIPE financing is expected to close concurrently with the merger. Advisors Cohen & Company Capital Markets ('CCM'), a division of J.V.B. Financial Group, LLC is serving as lead financial advisor to Nakamoto and placement agent for the PIPE Financing. Reed Smith LLP is acting as legal advisor to Nakamoto. Brunson Chandler & Jones, PLLC is acting as legal advisor to KindlyMD. About KindlyMD KindlyMD is a patient-first healthcare and healthcare data company redefining value-based care and patient-centered medical services. KindlyMD leverages data analysis to deliver evidence-based, personalized solutions in order to reduce opioid use, improve health outcomes faster, and provide algorithmic guidance on the use of alternative medicine in healthcare. KindlyMD provides a patient-focused healthcare experience that integrates traditional medical evaluation and management with mental health integration and compliant alternative medicine education and inclusion. It focuses on creating personalized care plans for each individual that get people back to work and life faster, reduce opioid use, and yield high patient satisfaction. Its specialty outpatient clinical services are reimbursed by Medicare, Medicaid, and commercial insurance contracts as well as offered on a fee-for-service basis. For more information, please visit About Nakamoto Nakamoto is a Bitcoin treasury company building a global portfolio of Bitcoin-native companies. Nakamoto plans to establish the first publicly traded conglomerate of Bitcoin companies by accumulating Bitcoin in its treasury and by leveraging its treasury to acquire and develop an ecosystem of Bitcoin companies across finance, media, advisory and more. The company aims to provide commercial and financial infrastructure for the next generation of capital markets. For more information, please visit Additional Information and Where to Find It In connection with the merger, PIPE Financing and the initial PIPE financing and debt financing announced on May 12, 2025 (collectively, the 'Transactions'), KindlyMD intends to file with the SEC an information statement, in preliminary and definitive form (the 'information statement'), and KindlyMD will file other documents regarding the Transactions with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE INFORMATION STATEMENT, AS MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND OTHER RELEVANT DOCUMENTS FILED BY KINDLYMD WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT KINDLYMD AND NAKAMOTO, THE TRANSACTIONS, THE RISKS RELATED THERETO AND RELATED MATTERS. A definitive information statement will be mailed to shareholders of KindlyMD. Investors will be able to obtain free copies of statement, as may be amended from time to time, and other relevant documents filed by KindlyMD with the SEC (when they become available) through the website maintained by the SEC at Copies of documents filed with the SEC by KindlyMD, including the information statement (when available), will be available free of charge from KindlyMD's website at under the 'Investors' tab. Forward-Looking Statements All statements, other than statements of historical fact, included in this release that address activities, events or developments that Kindly MD or Nakamoto expects, believes or anticipates will or may occur in the future are forward-looking statements. Words such as 'estimate,' 'project,' 'predict,' 'believe,' 'expect,' 'anticipate,' 'potential,' 'create,' 'intend,' 'could,' 'would,' 'may,' 'plan,' 'will,' 'guidance,' 'look,' 'goal,' 'future,' 'build,' 'focus,' 'continue,' 'strive,' 'allow' or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements include, but are not limited to, statements regarding the proposed merger and related transactions, (collectively, the 'Transactions') the expected closing of the proposed Transactions and the timing thereof and as adjusted descriptions of the post-transaction company and its operations, strategies and plans, integration, debt levels and leverage ratio, capital expenditures, cash flows and anticipated uses thereof, synergies, opportunities and anticipated future performance, including the management team and board of directors of the combined company and expected use of proceeds from the Transactions, and any post-closing transactions contemplated between the combined company and BTC Inc (and/or UTXO, LLC through BTC Inc). Information adjusted for the proposed Transactions should not be considered a forecast of future results. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this release. These include the risk that Kindly MD and Nakamoto businesses (which may include the businesses of BTC Inc and/or UTXO in the future, as applicable) will not be integrated successfully and the risk that Kindly MD or the applicable governing bodies of BTC Inc and/or UTXO may not pursue or approve the terms of an acquisition of BTC Inc and/or UTXO; the risk that cost savings, synergies and growth from the proposed transaction may not be fully realized or may take longer to realize than expected; the possibility that shareholders of Kindly MD may not approve the issuance of new shares of Kindly MD common stock in the Transactions or that shareholders of Kindly MD may not approve the Transactions; the risk that a condition to closing of the Transactions may not be satisfied, that either party may terminate the merger agreement, the subscription agreements of the convertible debt purchase agreement or that the closing of the Transactions might be delayed or not occur at all; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the Transactions; the parties do not receive regulatory approval of the Transactions; the occurrence of any other event, change, or other circumstances that could give rise to the termination of the merger agreement relating to the Transactions; the risk that changes in Kindly MD's capital structure and governance could have adverse effects on the market value of its securities; the ability of Kindly MD and Nakamoto to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on Kindly MD and Nakamoto's operating results and business generally; the risk the Transactions could distract management from ongoing business operations or cause Kindly MD and/or Nakamoto to incur substantial costs; the risk that Kindly MD may be unable to reduce expenses or access financing or liquidity; the impact of any related economic downturn; the risk of changes in governmental regulations or enforcement practices; and other important factors that could cause actual results to differ materially from those projected. All such factors are difficult to predict and are beyond Kindly MD's and Nakamoto's control, including those detailed in Kindly MD's Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and such other documents of Kindly MD filed, or to be filed, with the SEC that are or will be available on Kindly MD's website at and on the website of the SEC at All forward-looking statements are based on assumptions that Kindly MD and Nakamoto believe to be reasonable but that may not prove to be accurate. Any forward-looking statement speaks only as of the date on which such statement is made, and neither Kindly MD or Nakamoto undertakes any obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.
Cision Canada
10 hours ago
- Business
- Cision Canada
Parataxis Holdings LLC Announces Definitive Agreement with Bridge Biotherapeutics, Inc. (KOSDAQ: 288330), to Bring Institutionally-Backed, Bitcoin Treasury Company to the South Korean Public Markets:
SEOUL, South Korea and NEW YORK, June 20, 2025 /CNW/ -- Parataxis Holdings LLC ("Parataxis Holdings"), an affiliate of Parataxis Capital Management LLC ("Parataxis Capital" or "PCM"), through Parataxis Korea Fund I LLC and affiliates, has entered into a definitive agreement with Bridge Biotherapeutics, Inc. ("Bridge Bio" or the "Company") to invest KRW 25 billion which would provide Parataxis Holdings a controlling interest in the Company (the "Transaction"). Following the closing of the Transaction, the Company intends to change its corporate name to Parataxis Korea and remain listed on the KOSDAQ. The Transaction is subject to customary closing conditions, including approval by the Company's shareholders. The Transaction would result in the creation of a Bitcoin-native treasury platform in the South Korean public markets that is anchored by institutional investors with significant experience in digital asset investments. As part of the Transaction, Edward Chin, Founder and CEO of Parataxis Holdings, and Co-Founder & CEO of Parataxis Capital, will be joining the Board of Directors of the Company. Andrew Kim, Partner at Parataxis Capital, will assume the role of CEO of the Company and will also join the Board of Directors. James Jungkue Lee, Co-founder of Bridge Bio will continue to lead the core biotech business and serve on the Company's Board of Directors. "Inspired by the growing interest in BTC treasury strategies seen in companies like Strategy in the US and Metaplanet in Japan, we believe institutional interest in this space is increasing globally. We see South Korea as an important market in the evolution of BTC adoption. Our intent is to support institutional access to BTC exposure while emphasizing sound corporate governance and disciplined capital management," said Andrew Kim. "We are incredibly excited to create the first BTC treasury company in South Korea backed by an institutional-grade platform. Given the strategic nature of BTC on the global stage and its finite supply, we believe that building and growing a company like Parataxis Korea and accumulating a BTC treasury will benefit our shareholders as well as the country over the long run," said Edward Chin of Parataxis Holdings. Along with the contemplated Transaction, Parataxis Holdings is closing another fund with substantially the same strategy, and is in the process of launching additional fund vehicles. Parataxis Holdings expects to announce additional details regarding the Transaction after conducting a shareholder meeting expected in August. Shin & Kim LLC, is acting as legal advisor to Parataxis Korea Fund I LLC in the Transaction. Deloitte is acting as financial advisor to Parataxis Korea Fund I LLC in the Transaction. About Parataxis Capital Management and Parataxis Holdings Parataxis Capital Management is a multi-strategy investment firm focused on the digital asset sector. PCM was founded in 2019 and manages multiple commingled hedge fund vehicles and provides sub-advisory services for institutional allocators, family offices, fund-of-funds and high-net worth individuals. Parataxis Holdings is an affiliate of PCM and focused on BTC treasury and other digital asset investment opportunities. Both firms are headquartered in New York City. About Bridge Biotherapeutics Bridge Biotherapeutics, Inc. is a clinical stage biotech company engaged in the development and commercialization of therapeutics for the treatment of ulcerative colitis, fibrotic diseases, and cancers worldwide. The Company was founded in 2015 and was listed on the KOSDAQ in 2019. Bridge Bio is headquartered in Seongnam, South Korea. Forward-Looking Statements: This press release contains forward-looking statements, including but not limited to those relating to the proposed transaction, potential business combination, and the anticipated use of proceeds. These statements are based on current expectations and projections and are subject to risks and uncertainties that could cause actual results to differ materially. There is no assurance that the transaction described herein will be completed as contemplated, or at all. The Company assumes no obligation to revise or update any forward-looking statements after the date of this release, except as required by applicable law. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction, and should not be interpreted as investment advice or a recommendation regarding any investment decision. Investing involves inherent risks, including the potential loss of principal. Any investment decision must be made solely at the discretion and responsibility of the investor. No representation or warranty, express or implied, is made by the Company with respect to the accuracy of any information contained herein or the achievement of any investment returns or financial results.
Business Wire
a day ago
- Business
- Business Wire
Kraken Launches Bitcoin Staking via the Babylon Bitcoin Staking Protocol, Unlocking New Reward Opportunities for Clients' BTC
CHEYENNE, Wyo.--(BUSINESS WIRE)--Kraken, one of the longest-standing, most liquid and secure cryptocurrency exchanges, today announced the launch of Bitcoin (BTC) staking through a new integration with the Babylon Bitcoin staking protocol, a Bitcoin-native staking protocol. The integration enables Kraken clients to earn passive rewards on their BTC without bridging, wrapping or lending it out. Beginning today, Kraken clients can choose to stake their Bitcoin directly from Kraken through an integration with the Babylon Bitcoin staking protocol. The BTC is locked in a vault on the native Bitcoin chain and delegated to secure Proof of Stake networks via the Babylon protocol. Staked Bitcoin rewards are paid in BABY, the native token for Babylon Genesis, the first L1 network to be supercharged by Bitcoin. 'A substantial amount of Bitcoin currently sits idle on our exchange, representing a significant opportunity cost for clients and a missed opportunity for the broader ecosystem,' said Mark Greenberg, Global Head of Consumer. 'With this launch, clients can now earn a return on their BTC while also enabling emerging PoS blockchains to benefit from the economic weight of Bitcoin in order to validate transactions and bolster the security of their networks.' 'Kraken's integration with the Babylon Bitcoin staking protocol shows how trust-minimized, Bitcoin staking can work at scale,' said Clayton Menzel, Head of Business Development at Babylon Labs. 'By anchoring staked BTC on the native chain and delegating it to PoS networks, Kraken clients can finally earn rewards without bridges or wrappers, helping preserve Bitcoin's unmatched security and sovereignty. This launch channels Bitcoin's economic gravity into securing the next wave of PoS ecosystems and marks a major step toward a truly BTC-native DeFi landscape.' Holders' staked BTC never leaves the Bitcoin blockchain. The staking mechanism is governed by Bitcoin scripts, and staking rewards are handled by on-chain logic on Babylon Genesis, publicly verifiable by users and third parties. The BTC staking protocol also includes cryptographic safeguards to deter and penalize malicious behaviors. Clients can unstake their BTC at any time, with a ~7-day unbonding period before funds are available for withdrawal. This launch marks a significant expansion of Kraken's growing staking suite and further reinforces the platform's leadership in product innovation. Kraken was one of the first exchanges to introduce custodial staking in 2019, enabling millions of users to participate in earning rewards through its Earn platform. The BTC staking product is available starting today across all Kraken platform interfaces, including Kraken and Kraken Pro. For more information, please visit h ttps:// About Kraken Kraken is a technology platform built on crypto that unlocks access and reduces inefficiencies to drive financial freedom — for the crypto economy and beyond. Millions of individuals, professional traders, and institutions around the world use Kraken to trade digital and traditional assets, including cryptocurrencies, national currencies, U.S. futures, and U.S.-listed stocks and ETFs. Kraken markets can be monitored and traded via the web or through the Kraken and Kraken Pro iOS and Android apps. Futures platforms by NinjaTrader, a Kraken company, are available on desktop, web, and mobile via For more information about Kraken, please visit About Babylon Labs Babylon Labs focuses on Bitcoin security-sharing protocols with a vision of building a Bitcoin-secured decentralized world. The latest software development is the world's first trustless and self-custodial Bitcoin staking protocol, which enables Bitcoin holders to stake their BTC on other decentralized systems such as PoS chains, L2s, Data Availability (DA) layers, etc, enabling stakers to earn staking rewards without the need for third-party custody, bridge solutions, or wrapping services. The greater idea is to combine the high security and wide adoption of Bitcoin with the efficiency and scalability of PoS systems, increasing Bitcoin's utility.
Business Wire
2 days ago
- Business
- Business Wire
Nakamoto Holdings Appoints Tyler Evans as Chief Investment Officer to Lead Bitcoin-Native Capital Deployment
NASHVILLE, Tenn.--(BUSINESS WIRE)--Nakamoto Holdings Inc. ('Nakamoto'), a Bitcoin-native holding company, which previously announced its anticipated merger with Kindly MD, Inc. (NASDAQ: NAKA) ('KindlyMD'), today announced the appointment of Tyler Evans as Chief Investment Officer. Building on his six-year track record at UTXO Management, Tyler will lead the strategy and execution of Nakamoto's Bitcoin reserve deployment by originating and structuring deals across capital markets to grow the company's balance sheet and drive long-term shareholder value. Tyler brings over a decade of experience building Bitcoin-native financial infrastructure. He is a Co-Founder and Chief Investment Officer of UTXO Management, a thesis-driven, high-conviction investment firm focused on the Bitcoin ecosystem and ranked as the fifth best-performing single-manager hedge fund in 2024 by HFR. He has led capital deployment across both early-stage venture and hedge fund strategies, building one of the most active investment portfolios in the Bitcoin industry. Tyler is also a Co-Founder of BTC Inc, publisher of Bitcoin Magazine and host of the annual Bitcoin Conference. While Tyler will continue in his leadership role at UTXO Management, his appointment as CIO of Nakamoto Holdings reflects a distinct mandate to advance Nakamoto's capital strategy and long-term vision. His active presence across both organizations brings valuable perspective and network synergies that ultimately serve the interests of shareholders of both firms. 'Tyler has been a cornerstone of Bitcoin's story from the very beginning – from media and venture to asset management and public market strategy,' said David Bailey, Founder and CEO of Nakamoto. 'In addition to being a world-class investor, Tyler is a mission-driven leader with deep conviction in Bitcoin and the global experience to back it up. Bringing him on as CIO sets the tone for the bold, Bitcoin-native, and uncompromising future we are building at Nakamoto.' Tyler added, 'Joining Nakamoto presents an opportunity to redefine how institutional capital interacts with Bitcoin. We are entering an era where Bitcoin is powering corporate growth, treasury management, and global investment strategy. I am thrilled to join David and the Nakamoto team as we help shape that future alongside UTXO Management.' Tyler currently serves on the boards of Metaplanet Inc. (3350:TSE), Smarter Web Company ( and Matador (TSX:MATA.V), and LX Research. In addition to his investing work, Tyler mentors early-stage founders through the Bitcoin Startup Lab and Draper BitcoinFi Accelerator, shaping the next generation of innovation across the Bitcoin ecosystem. About Nakamoto Nakamoto is a Bitcoin treasury company building a global portfolio of Bitcoin-native companies. Nakamoto plans to establish the first publicly traded conglomerate of Bitcoin companies by accumulating Bitcoin in its treasury and by leveraging its treasury to acquire and develop an ecosystem of Bitcoin companies across finance, media, advisory and more. The company aims to provide commercial and financial infrastructure for the next generation of capital markets. For more information, please visit Forward-Looking Statements All statements, other than statements of historical fact, included in this release that address activities, events or developments that Kindly MD or Nakamoto expects, believes or anticipates will or may occur in the future are forward-looking statements. Words such as 'estimate,' 'project,' 'predict,' 'believe,' 'expect,' 'anticipate,' 'potential,' 'create,' 'intend,' 'could,' 'would,' 'may,' 'plan,' 'will,' 'guidance,' 'look,' 'goal,' 'future,' 'build,' 'focus,' 'continue,' 'strive,' 'allow' or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements include, but are not limited to, statements regarding the proposed merger and related transactions, (collectively, the 'Transactions') the expected closing of the proposed Transactions and the timing thereof and as adjusted descriptions of the post-transaction company and its operations, strategies and plans, integration, debt levels and leverage ratio, capital expenditures, cash flows and anticipated uses thereof, synergies, opportunities and anticipated future performance, including the management team and board of directors of the combined company and expected use of proceeds from the Transactions, and any post-closing transactions contemplated between the combined company and BTC Inc (and/or UTXO, LLC through BTC Inc). Information adjusted for the proposed Transactions should not be considered a forecast of future results. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this release. These include the risk that Kindly MD and Nakamoto businesses (which may include the businesses of BTC Inc and/or UTXO in the future, as applicable) will not be integrated successfully and the risk that Kindly MD or the applicable governing bodies of BTC Inc and/or UTXO may not pursue or approve the terms of an acquisition of BTC Inc and/or UTXO; the risk that cost savings, synergies and growth from the proposed transaction may not be fully realized or may take longer to realize than expected; the possibility that shareholders of Kindly MD may not approve the issuance of new shares of Kindly MD common stock in the Transactions or that shareholders of Kindly MD may not approve the Transactions; the risk that a condition to closing of the Transactions may not be satisfied, that either party may terminate the merger agreement, the subscription agreements of the convertible debt purchase agreement or that the closing of the Transactions might be delayed or not occur at all; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the Transactions; the parties do not receive regulatory approval of the Transactions; the occurrence of any other event, change, or other circumstances that could give rise to the termination of the merger agreement relating to the Transactions; the risk that changes in Kindly MD's capital structure and governance could have adverse effects on the market value of its securities; the ability of Kindly MD and Nakamoto to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on Kindly MD and Nakamoto's operating results and business generally; the risk the Transactions could distract management from ongoing business operations or cause Kindly MD and/or Nakamoto to incur substantial costs; the risk that Kindly MD may be unable to reduce expenses or access financing or liquidity; the impact of any related economic downturn; the risk of changes in governmental regulations or enforcement practices; and other important factors that could cause actual results to differ materially from those projected. All such factors are difficult to predict and are beyond Kindly MD's and Nakamoto's control, including those detailed in Kindly MD's Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and such other documents of Kindly MD filed, or to be filed, with the SEC that are or will be available on Kindly MD's website at and on the website of the SEC at All forward-looking statements are based on assumptions that Kindly MD and Nakamoto believe to be reasonable but that may not prove to be accurate. Any forward-looking statement speaks only as of the date on which such statement is made, and neither Kindly MD or Nakamoto undertakes any obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.
Business Wire
3 days ago
- Business
- Business Wire
Nakamoto Holdings to Participate in ICR Conference Spotlight Series
NASHVILLE, Tenn.--(BUSINESS WIRE)--Nakamoto Holdings Inc. ('Nakamoto'), a Bitcoin-native holding that has entered into a definitive merger agreement with KindlyMD, Inc. (NASDAQ: NAKA) ('KindlyMD'), is pleased to share that David Bailey, Chief Executive Officer, will participate in an ICR Conference Spotlight Series The webinar, titled 'HODL On Tight: Examining The Rise of Public Market Crypto Balance Sheet Strategies', will examine the evolution of crypto balance sheet strategies and the strategic rationale and benefits driving the proliferation of these public market companies. David will be joined by executives from Clear Street Investment Banking, Upexi, Inc. (NASDAQ:UPXI), and Sol Strategies, Inc. (CSE: HODL). To learn more about the event please click here. About Nakamoto Nakamoto is a Bitcoin treasury company building a global portfolio of Bitcoin-native companies. Nakamoto plans to establish the first publicly traded conglomerate of Bitcoin companies by accumulating Bitcoin in its treasury and by leveraging its treasury to acquire and develop an ecosystem of Bitcoin companies across finance, media, advisory and more. The company aims to provide commercial and financial infrastructure for the next generation of capital markets. For more information, please visit Forward-Looking Statements All statements, other than statements of historical fact, included in this release that address activities, events or developments that Kindly MD or Nakamoto expects, believes or anticipates will or may occur in the future are forward-looking statements. Words such as 'estimate,' 'project,' 'predict,' 'believe,' 'expect,' 'anticipate,' 'potential,' 'create,' 'intend,' 'could,' 'would,' 'may,' 'plan,' 'will,' 'guidance,' 'look,' 'goal,' 'future,' 'build,' 'focus,' 'continue,' 'strive,' 'allow' or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements include, but are not limited to, statements regarding the proposed merger and related transactions, (collectively, the 'Transactions') the expected closing of the proposed Transactions and the timing thereof and as adjusted descriptions of the post-transaction company and its operations, strategies and plans, integration, debt levels and leverage ratio, capital expenditures, cash flows and anticipated uses thereof, synergies, opportunities and anticipated future performance, including the management team and board of directors of the combined company and expected use of proceeds from the Transactions, and any post-closing transactions contemplated between the combined company and BTC Inc (and/or UTXO, LLC through BTC Inc). Information adjusted for the proposed Transactions should not be considered a forecast of future results. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this release. These include the risk that Kindly MD and Nakamoto businesses (which may include the businesses of BTC Inc and/or UTXO in the future, as applicable) will not be integrated successfully and the risk that Kindly MD or the applicable governing bodies of BTC Inc and/or UTXO may not pursue or approve the terms of an acquisition of BTC Inc and/or UTXO; the risk that cost savings, synergies and growth from the proposed transaction may not be fully realized or may take longer to realize than expected; the possibility that shareholders of Kindly MD may not approve the issuance of new shares of Kindly MD common stock in the Transactions or that shareholders of Kindly MD may not approve the Transactions; the risk that a condition to closing of the Transactions may not be satisfied, that either party may terminate the merger agreement, the subscription agreements of the convertible debt purchase agreement or that the closing of the Transactions might be delayed or not occur at all; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the Transactions; the parties do not receive regulatory approval of the Transactions; the occurrence of any other event, change, or other circumstances that could give rise to the termination of the merger agreement relating to the Transactions; the risk that changes in Kindly MD's capital structure and governance could have adverse effects on the market value of its securities; the ability of Kindly MD and Nakamoto to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on Kindly MD and Nakamoto's operating results and business generally; the risk the Transactions could distract management from ongoing business operations or cause Kindly MD and/or Nakamoto to incur substantial costs; the risk that Kindly MD may be unable to reduce expenses or access financing or liquidity; the impact of any related economic downturn; the risk of changes in governmental regulations or enforcement practices; and other important factors that could cause actual results to differ materially from those projected. All such factors are difficult to predict and are beyond Kindly MD's and Nakamoto's control, including those detailed in Kindly MD's Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and such other documents of Kindly MD filed, or to be filed, with the SEC that are or will be available on Kindly MD's website at and on the website of the SEC at All forward-looking statements are based on assumptions that Kindly MD and Nakamoto believe to be reasonable but that may not prove to be accurate. Any forward-looking statement speaks only as of the date on which such statement is made, and neither Kindly MD or Nakamoto undertakes any obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.
