Kindly MD (NAKA) Stock Falls as Company Delays Q3 Earnings Due to Merger Accounting Issues

TLDR

• Kindly MD (NAKA) missed its quarterly earnings filing deadline due to complex accounting from its August merger with Nakamoto Holdings
• The company expects to report a $59 million loss on the Nakamoto acquisition, showing it overpaid compared to the actual asset value
• Preliminary results include a $22.07 million unrealized loss on digital assets and a $1.41 million realized loss from selling crypto
• NAKA shares dropped 7-10% to $0.55-$0.57, marking a 95% decline over six months
• The company owns 5,765 BTC and ranks as the 19th largest bitcoin treasury company

Kindly MD filed a notice with the SEC stating it would miss the November 14 deadline for its third quarter earnings report. The company cited the need for additional time to complete accounting work related to its merger with Nakamoto Holdings.

The healthcare provider turned bitcoin treasury company said it expects to file within the five-day extension period allowed under SEC rules. The delay stems from the complexity of applying US GAAP accounting standards and PCAOB review requirements to the merger transaction.

Kindly MD, Inc., NAKA

Shares fell to between $0.55 and $0.57 on Monday. The stock dropped 7-10% in a single trading session.

The company’s six-month performance shows a 95% decline in share price. Trading volume reflected investor concern following the filing announcement.

Preliminary Loss Figures Paint Grim Picture

The SEC filing included preliminary financial figures that reveal the scope of losses. Kindly MD expects to report a $59 million loss on the Nakamoto acquisition itself.

This loss represents the difference between what the company paid and the actual value of Nakamoto’s assets. The write-down indicates Kindly MD significantly overpaid in the transaction.

Digital asset losses compound the merger impact. The company projects a $22.07 million unrealized loss on bitcoin holdings it still owns.

A realized loss of $1.41 million comes from crypto assets the company sold during the quarter. These sales locked in actual losses rather than paper losses.

Debt restructuring added another $14.45 million loss on extinguishment of debt. The company also expects a $21.85 million gain from a change in fair value of contingent liabilities, providing partial offset to the other losses.

Merger Background and Bitcoin Holdings

Kindly MD completed its merger with David Bailey’s Nakamoto Holdings in August 2025. The transaction transformed the integrated healthcare services provider into a publicly traded bitcoin treasury vehicle.

Bailey took over as CEO following the merger. Nakamoto Holdings, originally known as Nakamoto Games, brought its bitcoin-focused strategy to the combined entity.

The company now holds 5,765 Bitcoin in its treasury. This positions Kindly MD as the 19th largest bitcoin treasury company by holdings.

The merger aimed to create a publicly traded vehicle for bitcoin investment. Instead, the first quarter post-merger has delivered mounting losses and delayed reporting.

The company had 45 days to file its quarterly report, the standard timeline for most public companies. Larger firms receive 40-day grace periods, but Kindly MD doesn’t qualify for that extended window.

CEO David Bailey has not commented directly on the stock decline or earnings delay. His recent social media activity focused on leadership changes at BTC Inc., a separate media company he co-founded.

The missed filing deadline carries additional regulatory scrutiny. Companies that fail to meet SEC deadlines face increased oversight and potential compliance issues.

Kindly MD expects the $21.85 million gain from reduced contingent liabilities to partially offset other losses. A contingent liability the company owed decreased in fair value during the quarter.

The accounting complexity centers on properly valuing digital assets under US GAAP rules. Bitcoin holdings require mark-to-market accounting that can create large unrealized gains or losses.

Investors responded negatively to both the delayed filing and preliminary loss figures. The one-day decline followed a week where shares fell 25%.

The company maintains its bitcoin treasury strategy despite the losses. Its 5,765 BTC holding represents the core asset following the Nakamoto merger.

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