Kindly MD, Inc. Files Amendment 8 to S-1 Registration Statement

TL;DR

<b>Kindly MD, Inc. has filed an amendment to its S-1 registration statement, indicating readiness for a public offering.</b>

AI Summary

Kindly MD, Inc. (NAKAW) filed a Amended IPO Registration (S-1/A) with the SEC on April 9, 2024. Kindly MD, Inc. filed an amendment (No. 8) to its Form S-1 Registration Statement on April 9, 2024. The company is incorporated in Utah and has its principal executive offices in Salt Lake City, UT. Timothy Pickett is listed as the Chief Executive Officer. The filing indicates Kindly MD, Inc. is a smaller reporting company and an emerging growth company. The proposed sale of securities is to commence as soon as practicable after the registration statement becomes effective.

Why It Matters

For investors and stakeholders tracking Kindly MD, Inc., this filing contains several important signals. This amendment signifies progress towards an Initial Public Offering (IPO), allowing investors to potentially participate in the company's future growth. As a smaller reporting and emerging growth company, Kindly MD, Inc. may benefit from regulatory accommodations, potentially impacting its financial reporting and compliance obligations.

Risk Assessment

Risk Level: low — Kindly MD, Inc. shows low risk based on this filing. The filing is an amendment to a registration statement, indicating procedural steps rather than new financial performance or operational changes, thus posing low immediate risk.

Analyst Insight

Monitor the effectiveness date of the registration statement to anticipate the IPO and potential investment opportunities.

Key Numbers

• 333-274606 — SEC File Number (Registration No.)
• 8 — Amendment Number (Form S-1)
• 2024-04-09 — Filing Date (Amendment No. 8 to FORM S-1)
• 84117 — ZIP Code (Business Address)
• 84-3829824 — IRS Number (Primary Standard Industrial Classification Code Number)

Key Players & Entities

• Kindly MD, Inc. (company) — Registrant
• Timothy Pickett (person) — Chief Executive Officer
• Callie T. Jones (person) — Copies to counsel
• Richard A. Friedman (person) — Copies to counsel
• Lance Brunson (person) — Copies to counsel
• Stephen Cohen (person) — Copies to counsel
• Brunson Chandler & Jones, PLLC (company) — Counsel
• Sheppard, Mullin, Richter & Hampton LLP (company) — Counsel

FAQ

Industry Context

The filing pertains to a healthcare services company preparing for an Initial Public Offering (IPO).

Regulatory Implications

The filing is made under the Securities Act of 1933, which governs the registration of securities offered to the public.

What Investors Should Do

1. Review the final S-1 prospectus once effective for detailed business and financial information.
2. Analyze the company's market position and competitive landscape within the healthcare services sector.
3. Assess the valuation and offering details once the IPO price range is announced.

Key Dates

• 2024-04-09: Filing of Amendment No. 8 to Form S-1 — Indicates progress towards public offering effectiveness.

Year-Over-Year Comparison

This is Amendment No. 8 to the S-1 filing, indicating multiple revisions and updates to the initial registration statement.

Key Financial Figures

• $5.50 — l public offering price of our Units is $5.50 per Unit. Each Unit consist of one shar
• $6.33 — of Common Stock at an exercise price of $6.33 per share, and one non-tradeable warran
• $444,444 — th principal aggregate amounts totaling $444,444 to the Bridge Lenders (the &ldquo;Bridg
• $166,666.67 — ally, we issued a note in the amount of $166,666.67 to Steel Anderson, a note in the amount
• $111,111.11 — Steel Anderson, a note in the amount of $111,111.11 to Abdulla Rasool, a note in the amount
• $22,222.22 — Abdulla Rasool, a note in the amount of $22,222.22 to Brianna Moylan, a note in the amount
• $88,888.88 — Brianna Moylan, a note in the amount of $88,888.88 to Jacob Dorfman, and a note in the amo
• $55,555.55 — ob Dorfman, and a note in the amount of $55,555.55 to Nowell Sheinwald. In connection wi
• $20 million — of our common stock calculated using a $20 million pre-money valuation and the number of o

Filing Documents

• forms-1a.htm (S-1/A) — 1731KB
• ex5-1.htm (EX-5.1) — 26KB
• ex10-2.htm (EX-10.2) — 213KB
• ex10-3.htm (EX-10.3) — 50KB
• ex10-4.htm (EX-10.4) — 191KB
• ex10-5.htm (EX-10.5) — 44KB
• ex10-7.htm (EX-10.7) — 340KB
• ex10-8.htm (EX-10.8) — 340KB
• ex10-9.htm (EX-10.9) — 340KB
• ex10-10.htm (EX-10.10) — 340KB
• ex10-11.htm (EX-10.11) — 338KB
• ex23-1.htm (EX-23.1) — 3KB
• ex107.htm (EX-FILING FEES) — 125KB
• forms-1a_001.jpg (GRAPHIC) — 3KB
• forms-1a_002.jpg (GRAPHIC) — 58KB
• forms-1a_003.jpg (GRAPHIC) — 79KB
• forms-1a_004.jpg (GRAPHIC) — 6KB
• ex5-1_001.jpg (GRAPHIC) — 4KB
• 0001493152-24-014103.txt (&nbsp;) — 4291KB

Dilution

Dilution 29 Management&rsquo;s Discussion and Analysis of Financial Condition and Results of Operations 30

Business

Business 37 Management 44 Executive Compensation 49 Certain Relationships and Related Party Transactions 51 Security 51 Description of Our Securities 52 Shares Eligible for Future Sale 54 Material U.S. Federal Income Tax Considerations 55

Underwriting

Underwriting 60 Legal Matters 65 Experts 65 Where You Can Find More Information 65 Through and including , 2024 (the 25 th day after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers&rsquo; obligation to deliver a prospectus when acting as underwriter and with respect to their unsold allotments or subscriptions. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the shares of Common Stock offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date. You should rely only on the information contained in this prospectus. Neither we nor the placement agent have authorized anyone to provide any information or to make any representations other than those contained in this prospectus we have prepared. We take no responsibility for and can provide no assurance as to the reliability of any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The selling stockholders are offering to sell and seeking offers to buy our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is current only as of its date. You should also read this prospectus together with the additional information described under &ldquo; Where You Can Find More Information .&rdquo; Unless the context otherwise requires, we use the terms &ldquo;we,&rdquo; &ldquo;us,&rdquo; &ldquo;Company,&rdquo; &ldquo;KindlyMD,&rdquo; &ldquo;Kindly,&r

Business

Business Revenue Streams We currently earn revenue through (i) patient care services related to medical evaluation and treatment and (ii) product retail sales. Our forecasted plan is to operate across various revenue streams: (i) medical evaluation and treatment visits reimbursed by Medicare, Medicaid, and commercial insurance payers as well as self-pay services, (ii) data collection and research, (iii) education partnerships, (iv) service affiliate agreements, and (v) retail sales. Further information about our revenue streams can be found in the &ldquo;Business&rdquo; section on page 37. Market Opportunity In the Utah market alone, KindlyMD has a unique opportunity for growth based on service line expansion into pain medicine management. Demand for both opioid and non-opioid pain treatment continues to increase due to the growing geriatric population, safe and effective access to non-opioid drugs, and increased prevalence of diagnoses such as osteoarthritis and migraines. Rising demand for surgeries, increasing awareness, availability of treatment options, and the willingness to seek treatment are expected to complement the growth of the population of patients seeking treatment for pain and/or chronic pain medication use. KindlyMD, already a large market share player in the Utah non-opioid treatment space, hopes to expand its reach with the inclusion of opioid medication management and behavioral therapy services. 4 Furthermore, the behavioral therapy industry is slated to grow with the integration of addiction and trauma based cognitive behavioral therapy (CBT) and inclusion of Ketamine and other infusion-based treatment options. Integration of these therapies with traditional pain management will provide a source of revenue as well as behavioral data and clinical research to develop valuable treatment programs, products, and further enhance legislative lobbying efforts toward wider acceptance of safe and effective non-opioid alternative therapies.

Risk Factors

Risk Factors Summary Investing in our Common Stock involves a high degree of risk because our business is subject to numerous risks and uncertainties, as more fully described in the section titled &ldquo;Risk Factors&rdquo; included elsewhere in this prospectus. You should carefully consider these risks before making an investment. These risks include, but are not limited to, the following: Our business may suffer if we are unable to attract or retain talented personnel. The lack of available and cost-effective directors and officer&rsquo;s insurance coverage in our industry may cause us to be unable to attract and retain qualified executives, and this may result in our inability to further develop our business. Management of growth will be necessary for us to be competitive. Laws and regulations affecting the medical marijuana industry are constantly changing, which could detrimentally affect our operation. If we expand into other states, we will have to ensure compliance with all of the regulations of those states, which may be different from the laws in the State of Utah. There can be no assurance that our current and future strategic alliances or expansions of scope of existing relationships will have a beneficial impact on our business, financial condition and results of operations. Our use, disclosure, and other processing of personal information, including health information, is subject to the Health Insurance Portability and Accountability Act (HIPAA), and other federal, state, and foreign data privacy and security laws and regulations, and our failure to comply with those laws and regulations or to appropriately secure the information we hold could result in significant liability or reputational harm and, in turn, a material adverse effect on our client base, customer base and revenue. 6 Our business and financial performance may be adversely affected by downturns in the target markets that we serve or reduced demand for the types of ser

View Full Filing

View this S-1/A filing on SEC EDGAR