UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

___________________________________

Schedule 14A

___________________________________

(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

Filed by the Registrant		☒
Filed by a party other than the Registrant		☐

Check the appropriate box:

☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material Pursuant to §240.14a-12

Kindly MD, Inc.
(Name of Registrant as Specified in its Charter)

_________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒		No fee required
☐		Fee paid previously with preliminary materials
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

November 3, 2025

Dear Kindly MD Stockholder:

You are cordially invited to attend the 2025 Annual Meeting (the “Annual Meeting”) of Stockholders of Kindly MD, Inc. (“Kindly MD”). The Annual Meeting will be held promptly at 8:30 a.m. (Mountain Time), on December 17, 2025. The Annual Meeting will be a completely “virtual” meeting.

Please note that attendance at the Annual Meeting will be limited to stockholders as of the record date (or their authorized representatives) and guests of the Company. Proof of ownership may be established with a copy of the enclosed proxy card. You may wish to refer to page one of this Proxy Statement for information about voting your proxy, including voting at the Annual Meeting. If you will be unable to attend the Annual Meeting, please complete your proxy and return it as soon as possible. If you decide later to attend the Annual Meeting, you may revoke the proxy and vote in person.

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), the Company uses the Internet as the primary means of furnishing proxy materials to stockholders. Accordingly, the Company is sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to the Company’s stockholders. All stockholders will have the ability to access the proxy materials (including the Company’s Annual Report to the stockholders, the Proxy Statement or the form of proxy) via the Internet at https://investors.kindlymd.com. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. The Notice contains a control number that you will need to vote your shares. Please keep the Notice for your reference through the Annual Meeting date. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. The Company encourages stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of its annual meetings.

Whether or not you plan to attend the Annual Meeting, please vote electronically via the Internet, or, if you requested paper copies of the proxy materials, please complete, sign, date and return the accompanying proxy card in the enclosed postage-paid envelope. See “How do I cast my vote?” in the Proxy Statement for more details.

		Sincerely,
		/s/ David Bailey
		David Bailey
		Chief Executive Officer and Chairman of the Board

KINDLY MD, INC.

5097 South 900 East, Suite 100
Salt Lake City, Utah 84117
(385) 388-8220

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 17, 2025

When	December 17, 2025 at 8:30 a.m. Mountain Time
Where	Virtually at https://meeting.vstocktransfer.com/KINDLYDEC25
Proposal 1	To elect two Class I directors named in the proxy statement to serve on the Board of Directors. The Board of Directors recommends a vote “FOR” the Class I director nominees.
Proposal 2	To approve the conversion of Kindly MD from a Utah corporation to a Delaware corporation. The Board of Directors recommends a vote “FOR” this proposal.
Proposal 3	To ratify the appointment of Sadler, Gibb & Associates, LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The Board of Directors recommends a vote “FOR” this proposal
Proposal 4	To approve the adjournment of the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and voting of proxies in the event that there are not sufficient votes in favor of Proposals 1-3 or if there are not sufficient shares present to establish a quorum. The Board of Directors recommends a vote “FOR” this proposal
Who Can Vote	Only owners of record of the Company’s issued and outstanding Common Stock as of the close of business on October 23, 2025. Each share of Common Stock is entitled to one vote.
Date of Mailing	A Notice or a printed copy of the proxy materials is first being mailed to stockholders of record entitled to receive notice of the Annual Meeting on or about November 3, 2025.

PLEASE PROMPTLY FILL IN, SIGN, DATE AND RETURN THE ENCLOSED PROXY, WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING.

If your shares are held in the name of a third-party brokerage firm, nominee, or other institution, only that third party may vote your shares. In that case, please promptly contact the third party responsible for your account and give instructions on how your shares should be voted.

In accordance with rules and regulations adopted by the Securities and Exchange Commission, we have elected to furnish our proxy materials to stockholders by providing access to the materials on the Internet. Accordingly, a Notice of Internet Availability of Proxy Materials (the “Notice”) has been mailed to the majority of our stockholders, while other stockholders have instead received paper copies of the documents accessible on the Internet. It is important that your shares be represented and voted, whether or not you plan to attend the virtual annual meeting. If you are the registered holder of your shares and are viewing the proxy statement on the Internet, you may grant your proxy electronically via the Internet by following the instructions in the Notice previously mailed to you and the instructions listed on the Internet site. If you are receiving a paper copy of the proxy statement, you may vote by completing and mailing the proxy card enclosed with the proxy statement, or you may grant your proxy electronically via the Internet by following the instructions on the Notice or proxy card. If your shares are held in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should review the Notice used by that firm to determine whether and how you will be able to submit your proxy over the Internet. Submitting a proxy over the Internet, or by mailing a proxy card will ensure your shares are represented at the annual meeting. A list of stockholders entitled to vote at the Annual Meeting will be available for examination by stockholders of record at the Annual Meeting by clicking the “Resources” button on the screen during the Annual Meeting.

		By order of the Board of Directors
		/s/ David Bailey
		David Bailey
		Chief Executive Officer and Chairman of the Board
		Salt Lake City, Utah
		Dated: November 3, 2025

TABLE OF CONTENTS

		Page
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS		1
DEFINITIONS		1
INFORMATION CONCERNING SOLICITATION AND VOTING		1
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING		2
PROPOSAL NO. 1: ELECTION OF TWO CLASS I DIRECTORS		8
DIRECTORS AND NOMINEES		9
CORPORATE GOVERNANCE		11
EXECUTIVE OFFICERS		18
2024 DIRECTOR AND EXECUTIVE OFFICER COMPENSATION		19
COMPENSATION COMMITTEE REPORT		31
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN PERSONS		32
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		33
PROPOSAL NO. 2: APPROVAL OF THE CONVERSION OF KINDLY MD FROM A UTAH CORPORATION TO A DELAWARE CORPORATION		38
PROPOSAL NO. 3: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		48
PROPOSAL NO. 4: APPROVAL OF THE ADJOURNMENT OF THE ANNUAL MEETING TO A LATER DATE OR DATES, IF NECESSARY, TO PERMIT FURTHER SOLICITATION AND VOTING OF PROXIES IN THE EVENT THERE ARE NOT SUFFICIENT VOTES IN FAVOR OF PROPOSAL 2 OR IF THERE ARE NOT SUFFICIENT SHARES PRESENT TO ESTABLISH A QUORUM		50
AUDIT COMMITTEE REPORT		51
STOCKHOLDER PROPOSALS		52
OTHER MATTERS		53
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		54
Annex A		A-1
Annex B		B-1
Annex C		C-1

KINDLY MD, INC.
5097 South 900 East, Suite 100
Salt Lake City, Utah 84117
(385) 388-8220

PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 17, 2025

This proxy statement (this “Proxy Statement”) is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board of Directors” or the “Board”) of Kindly MD, Inc., a Utah corporation, for use at the 2025 annual meeting of stockholders (the “Annual Meeting”) to be held on December 17, 2025 at 8:30 a.m. Mountain Time, and any postponement or adjournment(s) thereof. This Proxy Statement and related materials were first made available to stockholders of record entitled to receive notice of the Annual Meeting on or about November 3, 2025.

DEFINITIONS

Unless the context specifically requires otherwise, references to the “Company,” “we,” “us,” “our,” “Kindly” and “Kindly MD” refer specifically to Kindly MD, Inc. and its consolidated subsidiaries.

In addition, unless the context otherwise requires and for the purposes of this Proxy Statement only:

• “Code” refers to the Internal Revenue Code of 1986, as amended from time to time;

• “Exchange Act” refers to the Securities Exchange Act of 1934, as amended;

• “Fiscal Year” refers to the applicable annual period ended on December 31;

• “SEC” or the “Commission” refers to the United States Securities and Exchange Commission; and

• “Securities Act” refers to the Securities Act of 1933, as amended.

INFORMATION CONCERNING SOLICITATION AND VOTING

Our Board is soliciting proxies for the Annual Meeting. This Proxy Statement contains important information for you to consider when deciding how to vote on the matters brought before the Annual Meeting. Please read it carefully.

The Company will pay the costs of soliciting proxies from stockholders. Our directors, officers, and regular employees may solicit proxies on behalf of the Company, without additional compensation, personally or by telephone.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

1. What are proxy materials?

A proxy statement is a document that includes information that we are required to provide to you under the rules promulgated by the SEC and is designed to assist you in voting your shares (your “shares”) of the Company’s Common Stock, par value $0.001 per share (“Common Stock”) at the Annual Meeting. The proxy materials include our Proxy Statement, our Annual Report to Stockholders (including our Annual Report on Form 10-K for the fiscal year ended December 31, 2024) (the “Annual Report”), and a proxy card or a voting instruction card for the Annual Meeting, if you request a printed copy of the proxy materials.

This Proxy Statement contains information about the Annual Meeting and was prepared by our management. We sent a Notice of Internet Availability of Proxy Materials (the “Notice”) and made these proxy materials and the Notice available online at https://ts.vstocktransfer.com/irhlogin/I-KINDLYMD, on or about November 3, 2025, to stockholders of record entitled to receive notice of the Annual Meeting. All stockholders may access the proxy materials online, download printable versions of the proxy materials, or request a printed set of the proxy materials by following the instructions in the Notice. As a stockholder of record, you are invited to attend our virtual Annual Meeting online and are requested to vote on the items of business described in this Proxy Statement.

2. What is the difference between holding shares as a stockholder of record and as a beneficial owner?

If your shares are registered directly in your name with the Company’s registrar and transfer agent, Vstock Transfer, LLC, you are considered a stockholder of record with respect to those shares. If your shares are held in a bank or brokerage account, you are considered the “beneficial owner” of those shares.

3. Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

Pursuant to rules adopted by the SEC, we have elected to provide access to our proxy materials over the Internet. Accordingly, on or about November 3, 2025, we are sending the Notice to our stockholders of record and beneficial owners as of the close of business on October 23, 2025 (the “Record Date”). All stockholders will have the ability, beginning on or about September 27, 2025, to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis, provided, however, that only one annual report or proxy statement will be delivered to multiple security holders sharing an address.

4. I share an address with another stockholder. Why did we receive only one copy of the proxy materials and how may I obtain an additional copy of the proxy materials?

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy proxy delivery requirements with respect to two or more stockholders sharing the same address by delivering a single set of proxy materials addressed to those stockholders. This process, which is commonly referred to as “householding,” is intended to provide extra convenience for stockholders and cost savings for companies.

A number of brokers with account holders who are our stockholders will be “householding” our proxy materials. A single Notice will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. If you have received notice from your broker that it will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate Notice, please notify your broker. Stockholders who have multiple accounts in their names or who share an address with other stockholders can request “householding” and authorize their broker to discontinue mailings of multiple annual reports and proxy materials by contacting their broker.

We will promptly deliver to a stockholder who receives one copy of the Notice as a result of “householding” a separate copy of the Notice upon such stockholder’s written or oral request directed to the General Counsel at Kindly MD, Inc., at legal@kindlymd.com, 5097 S 900 East, Suite 100 Salt Lake City, Utah, 84117, or (385) 388-8220.

5. Who is entitled to vote at the Annual Meeting?

Only stockholders of record of our Common Stock at the close of business on the Record Date are entitled to vote at the Annual Meeting or at any adjournment or postponement of the Annual Meeting. Each stockholder of record is entitled to one vote per share of Common Stock. On the Record Date, there were 431,653,091 shares of Common Stock issued and outstanding.

Registered Stockholders. The Notice was provided to you directly by us. As a stockholder of record, you have the right to grant your voting proxy directly to the individuals appointed by the Board to act as proxies at the Annual Meeting and listed on the proxy card or to vote virtually at the Annual Meeting.

Beneficial Stockholders. The Notice was forwarded to you by your broker or nominee. Your broker or nominee is considered the stockholder of record of your shares, and you are considered to hold your shares in “street name”. Beneficial owners are also invited to virtually attend the Annual Meeting. However, since you are not a stockholder of record, you may not vote your shares virtually at the Annual Meeting unless you follow your broker’s procedures for obtaining a legal proxy. If you request a printed copy of your proxy materials by mail, your broker or nominee will provide a voting instruction card for you to use.

6. What items of business will be voted on at the Annual Meeting? How does the Board of Directors recommend I vote on these items and what are the voting standards?

Proposal	Voting Options	Vote Required to Adopt Proposal	Effect of Abstentions or Withhold Votes	Effect of “Broker Non-Votes”	Board Recommendation
Proposal 1: Election of two Class I directors.	For all, withhold all, or for all except.	A plurality of the votes cast by the stockholders present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter.	No effect.	No effect.	FOR two Class I director nominees.
Proposal 2: Approval of the conversion of Kindly MD from a Utah corporation to a Delaware corporation.	For, against, or abstain.	A majority of the votes cast by the stockholders present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter.	Same effect as a vote “Against” the proposal.	Same effect as a vote “Against” the proposal.	FOR the conversion of Kindly MD from a Utah corporation to a Delaware corporation.

Proposal	Voting Options	Vote Required to Adopt Proposal	Effect of Abstentions or Withhold Votes	Effect of “Broker Non-Votes”	Board Recommendation
Proposal 3: Ratification of the appointment of Sadler, Gibb & Associates, LLC (“Sadler Gibb”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025	For, against, or abstain.	The affirmative vote of a majority of the votes cast by the stockholders present in person or by proxy at the Annual Meeting and entitled to vote on the matter.	No effect.	Not applicable; brokers have discretion to vote.	FOR the ratification of the appointment of Sadler Gibb.
Proposal 4: To approve the adjournment of the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and voting of proxies in the event that there are not sufficient votes in favor of Proposals 1-3 or if there are not sufficient shares present to establish a quorum.	For, against, or abstain.	A majority of the votes cast by the stockholders present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter.	Same effect as a vote “Against” the proposal	Same effect as a vote “Against” the proposal.	FOR the adjournment.

7. How do I cast my vote if I am a stockholder of record entitled to vote at the Annual Meeting?

Voting by Mail or Electronically in Advance of the Annual Meeting

If you received a paper copy of your proxy materials, please MARK, SIGN, DATE AND RETURN your proxy card in the postage-paid envelope. If you are voting on the Internet, have the control number from your proxy card ready, and please do not mail your proxy card.

Proxies submitted over the Internet must be received by 11:59 p.m. Eastern Time, on December 16, 2025. Submitting a proxy authorizes the persons appointed as proxies to vote your shares at the Annual Meeting in the manner that you have indicated. The persons named in the form of proxy (David Bailey, Amanda Fabiano and Kyle Simon) have advised that they will vote all shares represented by proxy unless authority to vote is withheld by the stockholder granting the proxy. If your proxy does not indicate your vote, the persons named in the proxy will vote your shares “FOR” each of the nominees to our Board of Directors, “FOR” the approval of the conversion of Kindly MD from a Utah corporation to a Delaware corporation, “FOR” the ratification of the appointment of Sadler Gibb as our independent registered public accounting firm for the fiscal year ending December 31, 2025 and “FOR” the approval to approve the adjournment of the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and voting of proxies in the event that there are not sufficient votes in favor of Proposals 1-3 or if there are not sufficient shares present to establish a quorum. If any other matters properly come before the Annual Meeting, your shares will be voted in accordance with the discretion of the persons named in the proxy.

If your shares are registered in the name of a broker, bank or other nominee (typically referred to as being held in “street name”), you will receive instructions from your broker, bank or other nominee that must be followed in order for your broker, bank or other nominee to vote your shares per your instructions. Many brokerage firms and banks have a process for their beneficial holders to provide instructions via the Internet. If Internet voting is unavailable from your broker, bank or other nominee, please request a paper copy of the proxy and complete and return the voting instruction card in the addressed, postage paid envelope provided.

In the event you do not provide instructions on how to vote, your broker may have authority to vote your shares. Under the rules that govern brokers who are voting with respect to shares that are held in street name, brokers have the discretion to vote such shares on routine matters, but not on non-routine matters. Routine matters include the ratification of the appointment of independent auditors, but not the election of directors or the non-binding advisory vote to approve executive compensation (collectively, the “non-routine matters”). Your vote is especially important. If your shares are held by a broker, your broker cannot vote your shares for these non-routine matters unless you provide voting instructions. Therefore, please instruct your broker regarding how to vote your shares on these matters promptly.

Voting at the Annual Meeting. Although we encourage you to complete and return a proxy prior to the Annual Meeting to ensure that your vote is counted, you can virtually attend the Annual Meeting by registering in advance at https://meeting.vstocktransfer.com/KINDLYDEC25. If you are a registered holder of your shares and wish to vote during the Annual Meeting, please click the “Resources” button on your screen and follow the listed URL during the Annual Meeting to vote. If you hold shares through a broker, bank or other nominee and wish to be able to vote in person at the Annual Meeting, you must obtain a legal proxy from your broker, bank or other nominee and submit it, along with a completed voting document indicating your votes, to the inspector of election at “vote@vstocktransfer.com” prior to the Annual Meeting. The procedures for voting online, by mail, and virtually at the Annual Meeting comply with Utah law and are designed to authenticate stockholders’ identities, to allow stockholders to vote their shares and to confirm that their instructions have been properly recorded.

Please note that you cannot vote your shares by filling out and returning the Notice. The Notice does, however, include instructions on how to vote your shares.

8. Is there a deadline for submitting proxies electronically or by mail?

Yes. Proxies submitted electronically as described above must be submitted by 11:59 p.m. EDT on December 16, 2025.

Proxies submitted by mail must be received before the close of the Annual Meeting on December 17, 2025.

Each valid proxy received in time will be voted at the Annual Meeting in accordance with your instructions, regardless of the submission method used.

9. What if I am a stockholder of record entitled to vote at the Annual Meeting and do not specify a choice for a matter when returning a proxy?

All proxies properly submitted pursuant to this solicitation and not revoked will be voted at the Annual Meeting in accordance with the directions given. If you properly submit a proxy, but do not provide specific voting instructions, your shares will be voted:

(1) FOR the Class I director nominees;

(2) FOR the conversion of Kindly MD from a Utah corporation to a Delaware corporation; and

(3) FOR the ratification of the appointment of Sadler Gibb as our independent registered public accounting firm of the Company for fiscal year 2025.

If you have returned a signed and completed proxy card and other matters are properly presented at the Annual Meeting for consideration, the proxy holders appointed by our Board (the persons named in your proxy card if you are a stockholder of record) will have the discretion to vote your shares on those matters for you.

10. What if I am a beneficial owner and do not give voting instructions to my broker?

As a beneficial owner, to ensure your shares are voted in the way you would like, you must provide voting instructions to your bank, broker or other nominee by the deadline provided in the materials you receive from your bank, broker or other nominee. Many brokerage firms and banks have a process for their beneficial holders to provide instructions via the Internet. If Internet voting is unavailable from your broker, bank or other nominee, please request a paper copy of the proxy and complete and return the voting instruction card in the addressed, postage paid envelope provided.

Under the rules of the Nasdaq Stock Market (“Nasdaq”), if you hold your shares in street name and do not provide voting instructions to the broker, bank or other nominee that holds your shares, the nominee has discretionary authority to vote on routine matters, but not on non-routine matters.

As such, if your shares are held in an account at a bank or brokerage firm, that bank or brokerage firm will not be permitted to vote your shares with respect to Proposal 1 (election of directors) or Proposal 2 (conversion of Kindly MD from a Utah corporation to a Delaware corporation), since these proposals are considered to be non-routine matters, unless you provide instructions as to how your shares should be voted. Proposal 3 (the ratification of the appointment of the independent registered public accounting firm) is considered a routine matter, so your broker, bank or other nominee that holds your shares has discretion to vote your shares on Proposal 3 if they do not otherwise receive voting instructions from you. Accordingly, we do not expect there to be any broker non-votes for Proposal 3.

If you hold shares through a broker, bank or other nominee and wish to be able to vote in person at the Annual Meeting, you must obtain a legal proxy from your broker, bank or other nominee and submit it, along with a completed voting document indicating your votes, to the inspector of election at “vote@vstocktransfer.com” prior to the Annual Meeting. If you do not submit these documents you cannot vote at the Meeting, although you are still encouraged to vote prior to the Annual Meeting as described above.

11. How are broker non-votes and abstentions counted?

A broker non-vote occurs when shares held by a broker are not voted with respect to a particular proposal, because the broker does not have authority to vote on the non-discretionary item (i.e., Proposal 1 and Proposal 2) and has not received voting instructions from its client.

Broker non-votes, withheld votes, and abstentions by stockholders from voting (including brokers holding their clients’ shares of record who cause abstentions to be recorded) will be counted towards determining whether a quorum is present. However, because broker non-votes and abstentions are not considered votes “cast” under Utah law, they will have no effect on the approval of Proposal 1. However, because Proposal 2 requires a majority of the votes cast by the stockholders present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter, broker non-votes will have the same effect as a vote “Against” Proposal 2. Proposal 3 (the ratification of the appointment of the independent registered public accounting firm) is considered a routine matter, so your broker, bank or other nominee that holds your shares has discretion to vote your shares on Proposal 3 if they do not otherwise receive voting instructions from you. Accordingly, we do not expect there to be any broker non-votes for Proposal 3.

12. What constitutes a quorum?

A quorum will be present if holders of a majority of the outstanding voting power of our Common Stock entitled to vote at the Annual Meeting are present in person or represented by proxy at the Annual Meeting. Shares represented by proxies that reflect abstentions or broker non-votes will be counted as shares that are present and entitled to vote for purposes of determining the presence of a quorum at the Annual Meeting.

13. What can I do if I change my mind after I vote my shares? Can I revoke my proxy?

At any time prior to the completion of voting at the Annual Meeting, you may change your vote either by:

• giving written notice to our Secretary revoking your proxy;

• submitting a later-dated proxy or electronically before 11:59 p.m. EDT on December 16, 2025;

• delivering a later-dated mailed proxy received before the close of the Annual Meeting on December 17, 2025; or

• voting online at the Annual Meeting.

14. Who will count the vote?

A representative of VStock Transfer, LLC will tabulate the votes and act as inspector of election.

15. May I see a list of stockholders entitled to vote as of the Record Date?

Yes. A list of registered stockholders as of the close of business on the Record Date will be available for examination by any stockholder for any purpose germane to the Annual Meeting. During the Annual Meeting, such list will be available for examination at the Annual Meeting by clicking the “Resources” button on the screen during the Annual Meeting.

16. How do I attend the Annual Meeting virtually?

We will host the Annual Meeting live online via audio webcast. Any stockholder can attend the Annual Meeting live online by registering in advance at https://meeting.vstocktransfer.com/KINDLYDEC25. The webcast will start at 8:30 a.m. Mountain Time. Stockholders may vote and submit questions while attending the Annual Meeting online. We encourage you to access the Annual Meeting prior to the start time to allow ample time to complete the online check-in process. If you encounter any difficulties accessing the Annual Meeting during the check-in or Annual Meeting time, please call the technical support number that will be provided on the log-in page.

17. Why is the Annual Meeting a virtual, online meeting?

Our Annual Meeting will be a virtual meeting of stockholders conducted via live audio webcast. By conducting our Annual Meeting solely online, we eliminate many of the costs associated with a physical meeting. In addition, we believe that hosting a virtual meeting facilitates stockholder attendance and broader participation by enabling stockholders to participate from any location around the world. We believe a virtual meeting also improves our ability to communicate more effectively with our stockholders during the Annual Meeting. We have designed the virtual meeting to provide you with the same rights to participate as you would have at an in-person meeting, including providing opportunities to submit questions during the Annual Meeting.

18. Who will pay the cost of solicitation?

We will pay the cost of soliciting proxies for the Annual Meeting. Proxies may be solicited by our employees and directors, without additional compensation, in person, or by mail, courier, telephone, email or facsimile. The Board deemed it necessary and in the best interests of the Company to retain Morrow Sodali LLC, a proxy solicitation firm, to solicit proxies for the Annual Meeting for approximately $20,000, plus out-of-pocket expenses, all of which will be paid by the Company.

We may also make arrangements with brokerage houses and other custodians, nominees and fiduciaries for the forwarding of solicitation material to the beneficial owners of our shares held of record by such persons. We may reimburse such brokerage houses, custodians, nominees, and fiduciaries for reasonable out-of-pocket expenses incurred by them in connection therewith.

19. How can I access the Proxy Statement and Annual Report?

As described in the Notice, our Proxy Statement and Annual Report are available online at https://ts.vstocktransfer.com/irhlogin/I-KINDLYMD.

These proxy materials are also available in the “Investors” section of our website: https://kindlymd.com/ in the “SEC Filings” subsection.

If you have received a Notice and you would prefer to receive the proxy materials in printed form by mail or electronically by email, please follow the instructions contained in the Notice.

PROPOSAL NO. 1: ELECTION OF TWO CLASS I DIRECTORS

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” WITH RESPECT TO THE ELECTION OF THE TWO CLASS I DIRECTOR NOMINEES LISTED BELOW.

General

Our Second Amended and Restated Articles of Incorporation (our “Second Amended and Restated Certificate of Incorporation” or “Utah Articles”, as referenced below) provides for a classified board of directors consisting of six members. The Board is divided into three classes and typically has two members in each class. Each class serves a three-year term, and a portion of our Board of Directors will be elected each year. On September 29, 2025, Eric Weiss, previously a Class I director, announced his decision to resign from the Board effective as of September 29, 2025. Mr. Weiss’s resignation was not a result of any disagreement with the Company. Following the Annual Meeting, our Board will consist of six members. At each succeeding annual meeting of the stockholders, successors to the class of directors whose term expires at that annual meeting will be elected for a three-year term. Our bylaws permit our Board of Directors to establish by resolution the authorized number of directors, which may range from five (5) to nine (9) directors. The Board may increase or decrease the number of directors within this range by resolution, provided that no decrease in the number of directors will shorten the term of any incumbent director. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of an equal number of directors.

Our current directors and their respective current terms are as follows:

Class I Directors
Current Term Ending at
2025 Annual Meeting

Class II Directors
Current Term Ending at
2026 Annual Meeting

Class III Directors
Current Term Ending at
2027 Annual Meeting

Perianne Boring

Greg Xethalis

Charles P. Blackburn

Tim Pickett

David Bailey

Mark Yusko

On the recommendation of the nominating and corporate governance committee of our Board of Directors (the “Nominating and Corporate Governance Committee”), our Board of Directors, including its independent directors, selected and approved Ms. Perianne Boring and Mr. Greg Xethalis as nominees for re-election as Class I directors, the class being elected at the Annual Meeting, each to serve for a term of three years, expiring at the 2028 annual meeting of stockholders or until her successor is duly appointed or elected and qualified or until her earlier death, resignation or removal.

Ms. Perianne Boring and Mr. Greg Xethalis currently serves as a member of our Board of Directors and has agreed to serve if elected at the Annual Meeting. The biography for Ms. Perianne Boring and Mr. Greg Xethalis may be found below under the heading “Directors and Nominees — Nominees for Election to the Board of Directors (Class I Directors).”

In the event Ms. Boring or Mr. Xethalis is unable to serve or declines to serve at the time of the Annual Meeting, the persons appointed by the Board to act as proxies at the Annual Meeting will exercise discretionary authority to vote for substitutes. Unless otherwise instructed, the proxy holders will vote the proxies received by them FOR the nominee. The proxy cannot be voted for a greater number of persons than one.

VOTE REQUIRED

If a quorum is present, the nominees for Class I directors will be elected to the Board of Directors by a plurality of the votes cast by the stockholders present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter. Abstentions and broker non-votes will have no effect on the outcome of the election.

RECOMMENDATION OF THE BOARD OF DIRECTORS

Our Board of Directors unanimously recommends that the stockholders vote FOR with respect to the election of two Class I director nominees, Ms. Perianne Boring and Mr. Greg Xethalis.

DIRECTORS AND NOMINEES

The following table and biographical information that follows provide certain information about Ms. Perianne Boring, as well as our other continuing directors. Such information is current as of October 30, 2025. The information presented below for each director includes the specific experience, qualifications, attributes and skills that led us to the conclusion that such individual should be nominated to serve on our Board of Directors in light of our business, and that each director offers significant individual attributes and contributions important to our Board’s overall composition and functioning.

There is no family relationship between any of our executive officers, directors, or director nominees. Each of our directors, except Mr. Tim Pickett, has served as a director since August 14, 2025. Mr. Tim Pickett has served as a director since 2019.

Name	Age	Position
David Bailey	35	Chief Executive Officer and Chairman of the Board
Charles P. Blackburn	45	Director
Perianne Boring	37	Director
Tim Pickett	48	Chief Medical Officer and Director
Greg Xethalis	48	Director
Mark W. Yusko	62	Director

Nominee for Election to the Board of Directors (Class I Nominees)

Perianne Boring has served on our Board of Directors since August 14, 2025. She is a Partner at Off the Chain Capital, an investment firm focused on blockchain and digital asset opportunities. Ms. Boring is the Founder and former Chief Executive Officer of The Digital Chamber, a 501(c)(6) trade association representing the blockchain industry, where she served from May 2014 to May 2025 and now chairs the Board of Directors. Ms. Boring holds a Bachelor’s degree in Economics from the University of Florida. We believe Ms. Boring is qualified to serve as a member of our Board due to her decade of leadership and operational experience in the Bitcoin and digital asset industries.

Greg Xethalis has served as a member of our Board since August 14, 2025. Mr. Xethalis brings two decades of experience as a corporate and regulatory attorney, including through his role as General Counsel of SEC-registered investment advisor Multicoin Capital Management, LLC since 2021, and his 12 years as an attorney in the Bitcoin and digital assets spaces. Prior to joining Multicoin Capital Management, Mr. Xethalis was a partner in the investment management and fintech practices at Chapman and Cutler LLP from May 2019 to July 2021. Mr. Xethalis has served as a director of the Blockchain Association, Inc. since January 2025, as a director of the DeFi Education Foundation since May 2024, and as a Senior Lecturing Fellow for Duke University School of Law, where he teaches FinTech and Blockchain Law and Policy, since January 2022. Mr. Xethalis holds a Juris Doctor from Fordham University School of Law and a Bachelor’s degree in American Studies from Vanderbilt University. We believe Mr. Xethalis is qualified to serve as a member of our Board due to his experience as a corporate and regulatory lawyer in the Bitcoin industry.

Continuing Directors — Class II Directors

Charles P. Blackburn has served on our Board of Directors since August 14, 2025. Since 2014, Mr. Blackburn has been an investor partner at NueCura Partners, a Nashville-based angel investment firm focused on early-stage healthcare companies. Since November 2019, he has been a director at Cherry Bekaert Advisory, a national accounting firm. Mr. Blackburn sits on the Advisory Board at Spintel, a music-focused technology company where he has served as an advisor since May 2022, and at Monarrch, an AI company focused on royalties, where he has been an advisor since March 2025. Mr. Blackburn holds a Bachelor’s degree in Management Information Systems from the University of Mississippi and a Master’s in Business Administration from Western Governors University. We believe Mr. Blackburn is qualified to serve as a member of our Board due to his financial expertise and experience in capital formation and corporate development.

Tim Pickett, MPAS-C, has served as a member of our Board since he founded the Company in 2019. He is also our Chief Medical Officer and prior to August 2025 served as the chief executive officer of the Company since 2019. He graduated from the University of Utah with a Master’s Degree in Physician Assistant Studies (2014). Mr. Pickett previously worked in General Surgery, Trauma, and Emergency Medicine for Steward Medical Group’s Physician

Group of Utah (PGU) from 2014 to October 2020. His experience in surgery and critical care shaped his view of the opioid crisis. Mr. Pickett lobbies governments for improved legislation for non-opioid medicine access and is an advocate for the practical use of safe, evidence-based alternatives, in medical treatment. His experience in successfully taking Kindly MD, Inc. public and leading the merger with Nakamoto brings invaluable institutional memory and a deep understanding of public company operations. We believe Mr. Pickett is qualified to serve as a member of our Board due to his experience as chief executive officer of a public company and in complex healthcare operations.

Continuing Directors — Class II Directors

David Bailey has served as our Chief Executive Officer and Chairman of the Board since August 14, 2025. Mr. Bailey brings over a decade of experience in finance and entrepreneurship, currently serving as chief executive officer and Co-Founder of BTC Inc. (“BTC”) and as a General Partner at UTXO Management LLC. He also holds board positions at Moon Inc (HK Asia Holdings Limited), the Bitcoin Policy Institute, and BTC. Mr. Bailey holds a Bachelor of Arts in Finance and Entrepreneurship from the University of Alabama Honors College. We believe Mr. Bailey is qualified to serve as a member of our Board due to his extensive experience in the Bitcoin and media industries.

Mark Yusko has served as a member of our Board since August 14, 2025. He brings over two decades of experience in providing investment management services to institutional and qualifying clients, including through his roles as Chief Executive Officer, Chief Investment Officer and Managing Partner of Morgan Creek Capital Management, LLC, an SEC-registered investment adviser, roles he has held since July 2004. Mr. Yusko holds a Master of Business Administration from the University of Chicago, and a Bachelor of Science from the University of Notre Dame. We believe Mr. Yusko is qualified to serve as a member of our Board due to his extensive experience in the financial industry and past senior leadership roles.

CORPORATE GOVERNANCE

We are committed to good governance practices. Our governance practices seek to ensure that we conduct our affairs in a manner that meets the high standards we have set for our people, products, and services. We believe that good governance builds integrity and trust, strengthens the accountability of our Board, management and employees and promotes the long-term interests of our stockholders.

Affirmative Determinations Regarding Director and Nominee Independence

Nasdaq listing standards require that a majority of the Board of Directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which, in the opinion of the Board of Directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. The definition also includes a series of objective tests, including that the director is not, and has not been for at least three years, one of our employees and that neither the director nor any of his or her family members has engaged in various types of business dealings with us. To help determine whether a director is independent, our Board reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.

Our Board has determined that each of the following directors satisfies our independence standards, Nasdaq’s listing standards, and applicable SEC rules: Mr. Charles P. Blackburn, Ms. Perianne Boring, Mr. Greg Xethalis, and Mr. Mark Yusko.

Director Nomination Process

The Nominating and Corporate Governance Committee recommends nominees for our Board consistent with the criteria determined by our Board. The Nominating and Corporate Governance Committee may receive recommendations from other directors and executives and may, when appropriate, seek assistance from third-party search firms with respect to identifying and vetting qualified candidates for the Board’s consideration. The Nominating and Corporate Governance Committee will also consider nominations from stockholder(s) to the extent the nomination complies with all procedures and includes all information about the candidate(s) required by our Second Amended and Restated Bylaws (the “Bylaws” or “Utah Bylaws”). Nominations from stockholder(s) that are made in accordance with these procedures and include all required information (such as (i) information about each prospective director nominee as would have been required to be included in a proxy statement filed pursuant to the rules of the SEC had the prospective director nominee been nominated by the Board, and (ii) that the prospective director nominee has consented to be named, if nominated, as a nominee and, if elected, to serve as a director) will be considered by the Nominating and Corporate Governance Committee in accordance with the criteria discussed above and in the same manner as other nominations, and the Nominating and Corporate Governance Committee will present its recommendation to our Board. To date, the Company has not received any recommendations from stockholders requesting a candidate for inclusion among the slate of nominees in this Proxy Statement.

Board Leadership Structure

David Bailey serves as our Chief Executive Officer (the “CEO”) and Chairman of our Board. We do not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board as we believe it is in the best interests of our Company to make that determination based on the position and direction of the Company and membership of our Board.

Our Board has determined that having our CEO serve as Chairman of our Board is in the best interest of our stockholders at this time. This structure makes the best use of our CEO’s extensive knowledge of our Company and our industry, as well as fostering greater communication between our management team and the members of the Board.

Executive Sessions

Our Board meets regularly in executive session without management directors or any members of management. In addition, the independent directors on our Board meet annually in executive session.

Attendance at Meetings

Regular meetings of our Board are held at such times as our Board may determine. In addition, special meetings of our Board may be called by the chairman of the Board, chief executive officer of the Company, a vice president, the secretary, or the chief financial officer, or at least two directors.

In fiscal year 2024, our Board held eight meetings and the audit committee of the Board (the “Audit Committee”) held three meetings. Neither the compensation committee of the Board (the “Compensation Committee”) nor the Nominating and Corporate Governance Committee held a separate meeting outside of the regularly scheduled Board meetings. Each director attended more than 90% of the aggregate of the total number of meetings of the Board (held during the period for which he or she has been a director) and the total number of meetings held by all committees of the Board on which he or she served (during the periods that he or she served). At the annual meeting held on November 8, 2024, all five members of the then Board of Directors attended.

Our Board and its committees also act from time to time by written consent in lieu of meetings. Although we do not have a formal policy regarding attendance by members of our Board of Directors at our Annual Meeting, we encourage our directors to attend. Last year, all members of the Board attended our 2024 annual meeting of stockholders.

Board Committees

Our Board has established the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. The composition and responsibilities of each committee are described below. Our Board may establish from time to time any other committees that it deems necessary or desirable. Members serve on these committees until their resignation or until otherwise determined by our Board. A copy of each committee’s charter, each of which complies with the applicable requirements of current SEC and Nasdaq rules, may be found in the “Investors” section of our website: https://kindlymd.com/ in the “Governance” subsection.

The following table sets forth the members of each standing committee of our Board as of October 30, 2025:

Director

Audit
Committee

Compensation
Committee

Nominating
and Corporate
Governance
Committee

SEC Form DEF 14A filed by Kindly MD Inc.