KindlyMD (NAKA) plans to sell $250 million of five-year secured convertible notes to buy more Bitcoin, with the deal structured by a Nasdaq-listed company. The notes let KindlyMD add BTC to its balance sheet without issuing new stock today, yet tie the firm more closely to Bitcoin’s price swings, with corporate treasury desks and traders in leveraged crypto plays facing direct consequences.
The planned $250 million secured notes would help finance additional BTC purchases while avoiding immediate dilution, aligning the balance sheet more directly with Bitcoin’s volatility.. The company intends to retire an existing $203 million credit line with the proceeds, and Antalpha will provide a short-term Bitcoin-backed bridge loan until the convertible closes.
Deal structure and balance sheet implications
A convertible note is a bond that pays interest and may be swapped by the holder for a fixed number of shares, meaning it can eventually turn into equity depending on the conversion terms. This structure preserves ownership percentages today but shifts risk toward future conversion pricing and market moves, particularly because the company is explicitly linking financing to BTC exposure.
Using debt instead of an immediate share sale keeps current investors’ ownership intact if conversion happens at a higher price. Borrowing to buy BTC raises balance sheet risk, so a drop in Bitcoin’s price hurts equity.
The canceled $203 million facility and Antalpha’s bridge loan shift payment dates and collateral requirements, both key to liquidity. Striking a deal with a digital asset lender shows technical execution, yet rules and prices can still change.
The issue follows a wider corporate overhaul. In May 2025, KindlyMD merged with Nakamoto and closed a $510 million PIPE, bringing the total package to $710 million. The firm has already bought 21 BTC at an average price of $109,027, reinforcing its BTC balance sheet strategy.
After the merger news, the stock climbed more than 600% and then fell roughly 96% from its high by 27 September 2025. That swing highlights how debt-funded BTC purchases can magnify both upside and downside for equity holders, underscoring the sensitivity of the equity to crypto market moves.
The trade awaits final signing of the convertible note and the Antalpha bridge loan, with repayment due in five years. Covenants and the conversion price remain undisclosed, and those terms will determine the ultimate impact on cash and shareholders.
In practical terms, KindlyMD’s financing push deepens its tie to Bitcoin while deferring dilution, but the final outcome for investors hinges on closing conditions, covenant details, conversion pricing, and BTC performance.
