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United States securities and exchange commission logo
May 26, 2023
Timothy Pickett
Chief Executive Officer
Kindly MD, Inc.
230 W 400 South
Suite 201
Salt Lake City, UT 84104
Re:Kindly MD, Inc.
Draft Registration Statement on Form S-1
Submitted May 2, 2023
CIK No. 0001946573
Dear Timothy Pickett:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted May 2, 2023
Cover Page
1.We note that each unit being offered includes two warrants that are immediately
exercisable. Please note that the shares underlying these warrants must be registered on
this registration statement.  Please amend the cover page caption to clarify the number of
shares that you are registering that underlie the warrants. Please see Securities Act CDI
139.01.
2.We note your disclosure that you "may" be a controlled company under Nasdaq listing
standards and that your CEO, Tim Pickett, beneficially owns 73% of your common stock.

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Kindly MD, Inc.
May 26, 2023
Page 2
Please revise your cover page and the related risk factor to disclose that you are a
controlled company, identify Mr. Pickett as your controlling shareholder and the amount
of voting power the controlling stockholder will own following the completion of the
offering.
3.Please revise your cover page to clarify that the Non-tradeable warrant will not be listed
on the Nasdaq Capital Market.
Prospectus Summary, page 5
4.We note that your summary appears to only discuss the positive aspects of the Company.
The prospectus summary should provide a brief, but balanced, description of the key
aspects of the Company as of the latest practicable date. Please revise the summary to also
discuss any negative aspects of the Company`s experience, strategy, and prospects. For
example only and without limitation, please revise the prospectus summary to provide:
•a brief description of the regulatory approvals that are required for your products;
•the uncertainty related to laws and regulations affecting the medical marijuana
industry; and
•the substantial doubt related to your ability to continue as a going concern, and
your history of net losses and accumulated deficit.
5.We note your statement on page 6 that you intend to expand into five additional markets
in 2023 through expansion of clinic locations and additional acquisitions. We also note
your statement on page 34 that you "hope to be able to enter four new markets in the
twelve calendar months following the closing of the Offering." Please clarify and provide
more detail regarding your plans related to your expansion goals, including a brief
description of the types of opportunities you intend to explore, the markets that you intend
to expand into in 2023/2024, whether you have taken any steps to expand into these
markets, and whether you have identified any additional clinic locations or acquisitions or
entered into any agreements or commitments for any material acquisitions or investments.
If you do not have definitive plans at this time, revise to include balancing disclosure to
clarify that your plans are in the early stages of development and that you do not currently
have agreements in place for expansions or acquisitions.
6.Please provide your basis to support the following statements:
•On page 5, your statement that you anticipate the expansion into the Murray office
space would increase your revenue opportunity by up to $270,000 per month in the
summer of 2023.
•On pages 6, 35 and 42 "KindlyMD is one of the largest providers of medical
evaluation and management services related to treatment recommendations within the
medical cannabis program in Utah."
•On page 34, "Creating standard workflows based on provider/patient interaction can
be both art and science and may yield new processes that could improve patient
outcomes in relation to the opioid epidemic in the United States."

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Kindly MD, Inc.
May 26, 2023
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Risk Factors, page 10
7.Several of the risk factors in this section are duplicative. Please revise to eliminate
redundancy.
8.We note that several risk factors refer to "Subordinate Voting Shares," but you neither
appear to be offering any such shares, nor do you appear to discuss these shares elsewhere
in the prospectus. Please clarify or modify your disclosure accordingly.
The market price for the Common Shares may be volatile, which may affect the price at which
you could sell the Subordinate Voting Shares., page 20
9.We note recent instances of extreme stock price run-ups followed by rapid price declines
and stock price volatility seemingly unrelated to company performance following a
number of recent initial public offerings, particularly among companies with relatively
smaller public floats. Revise to disclose such and state that such volatility, including
any stock-run up, may be unrelated to your actual or expected operating performance and
financial condition or prospects, making it difficult for prospective investors to assess the
rapidly changing value of your stock.
Cautionary Note Regarding Forward-Looking Statements, page 24
10.We note your statements on pages 22 and 23 that investors "should not
place undue reliance" on forward-looking statements. We also note your
statement cautioning investors not to give undue weight to estimates and projections and
your statement that you have not independently verified the statistical and other industry
data generated by independent parties. These statements imply that investors are not
entitled to rely on the information included in the registration statement and imply a
disclaimer of responsibility for this information in the registration statement. Please either
revise this section to remove such implication or specifically state that you are liable for
all information in the registration statement.
11.We note your references to forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Please be advised that the safe harbor
for forward-looking statements is inapplicable in this context, because you are not
currently a reporting company. See Section 27A(a)(1) of the Securities Act. Therefore,
please either delete all references to the Private Securities Litigation Reform Act or make
it clear that the safe harbor does not apply to this offering.
Use of Proceeds, page 25
12.We note your disclosure that you intend to use the net proceeds from this offering for
general corporate purposes, including capital expenditures and real estate.  Please revise to
provide more meaningful and specific disclosure of the intended use of proceeds, with

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Kindly MD, Inc.
May 26, 2023
Page 4
respect to any particular capital expenditures that you expect to make. For example, we
note that you hope to acquire five to ten clinics in 2023/2024 and your plan to enter four
new markets in the twelve calendar months following the closing of the Offering "[a]s
funding is secured or made available." If any of the proceeds of this offering will be used,
either directly or indirectly, to finance these acquisitions, expand your disclosure in this
section to identify such businesses, if known, or, if not known, identify the nature of the
businesses to be sought, the status of any negotiations with respect to the acquisition, and
provide a brief description of such business. Refer to Instruction 6 to
Item 504 of Regulation S-K for guidance.

Business Revenue Streams
Data Collection and Research, page 30
13.So that investors may better understand the data collection part of your business, describe
your data acquisition and analysis processes. For example, please disclose your informed
consent procedures, the method by which you obtain the data, the nature of the data,
and how data collection is used to improve your products and marketing efforts, providing
examples where useful to investors. Please also provide more information regarding your
artificial intelligence technology, including its development, the nature of the predictions
and inferences it generates. To the extent you have agreements with third party vendors or
software developers, please provide a discussion of those agreements and their material
terms, and file them as exhibits. Last, clarify whether you generate revenues from data
collection and research. We note your disclose on page F-6.
Plan of Operation, page 34
14.Please expand your disclosure to state whether any specific government funding programs
have materially impacted your operating results or liquidity in any of the periods
presented. If so, disclose the status of those programs and whether you expect a similar
material impact in future periods.
15.Regarding your acquisition growth strategy, please disclose whether you have identified
any specific acquisition targets and the status of those negotiations, if material.
Operating Expenses, page 36
16.Please expand your disclosure to quantify the specific costs increases that caused your
G&A expenses to increase from 34% of sales in 2021 to 57% of sales in 2022. Clarify
why your "additional investments in infrastructure and technology" were not capitalized.
Similarly, please expand your personnel expense disclosure to explain why these costs
increased from 60% of sales in 2021 to 110% of sales in 2022. Explain why these costs
increased by a substantially greater rate than sales and whether you expect this trend to
continue. Specifically discuss the circumstances surrounding the $1.6 million equity based

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Kindly MD, Inc.
May 26, 2023
Page 5
compensation expense referenced on page F-5 and its impact on your operating results.
See Item 303(a) of Regulation S-K.

Revenue, page 36
17.Please expand your disclosure to specifically describe the factors that materially impacted
your 51% revenue variance. For example, if the variance was materially impacted by an
increase in non-opiod treatment appointments then please quantify the increase in
appointments. Disclose whether there was a material change in pricing between 2021 and
2022. Quantify the portion of total revenue comprised by your controlled substance
medication services.  Describe any known trends or uncertainties that have had or that are
reasonably likely to have a material favorable or unfavorable impact on net sales or
revenues. See Item 303(b)(2) of Regulation S-K.
Business, page 38
18.We note your reference to your medical advisory committee on page 38. Please provide a
brief description of this committee, including its role in the company, responsibilities and
composition.
19.Please revise the graphic on page 39 to ensure that it is of high enough resolution and type
size that all information is legible.
20.Please revise your disclosure to discuss the material terms of your Business Associate
Agreements with local healthcare clinics, manufacturers and vendors, including the
vendors that review the predictions and inferences made by your AI. Ensure you
include the rights and obligations of the parties, any payment terms, duration, and
termination provisions. Please also file these agreements as exhibits to your registration
statement.

Retail Sales of Dietary Supplements and Products, page 42
21.Please expand your disclosure with regard to your retail sales to describe each of your
three gummy products, including how you supply and manufacture these products, and
the government regulations or approvals that affect your ability to offer these products.
Further, please revise the description of your products to avoid referring to any CBD
products as supplements, which implies that these products supplement diet or nutrition.
For guidance, please refer to Question 9 of the FDA's Regulation of Cannabis and
Cannabis-Derived Products: Questions and Answers (available at
https://www.fda.gov/news-events/public-health-focus/fda-regulation- cannabis-and-
cannabis-derived-products-including-cannabidiol-cbd).
Our Competitive Strengths, page 42

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May 26, 2023
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22.We note that KindlyMD offers telehealth online to patients in select markets. Please
identify those markets and discuss the effect of telehealth regulations on your business. In
your Government Regulation section and the related risk factor section, please revise to
discuss briefly state regulation of telehealth in those jurisdictions and their effect on your
business.
Government Regulation, page 44
23.Please revise this section to provide a more detailed discussion regarding the effect of
existing or probable governmental regulations on the business. Discussions should
include, but are not limited to, regulation related to telehealth and telepsychology
provider licensing, medical practice, psychology, certification and related laws and
guidelines, corporate practice of medicine laws, fee splitting, cyber security, patient
confidentiality, insurance regulation (if any), and any other relevant regulations you
believe are applicable to your line of business.
24.We note your intention to expand your operations into four other states. Please expand
your government regulation section to discuss the cannabis regulations, including the
licensure and registration requirements, you must satisfy to operate in those states,
including the steps you have taken to satisfy those requirements and the steps that remain.
Please also consider inserting risk factor disclosure related to these regulations and the
consequences of failing to comply. Also expand on your risk factors related to the medical
marijuana industry on page 12. If you do not believe that these regulations apply to your
products and services, provide us an analysis with support to explain your conclusions.
Management, page 45
25.Please revise Messrs. Cox and Barrera's biographies to discuss their principal occupation
and employment for the past five years, including the name, and principal business of any
corporation or other organization. Please also indicate any other directorships held during
the last five years for each director. See Item 401(e) of Regulation S-K.
Executive Compensation, page 50
26.Please update your executive compensation table for the fiscal year ended December 31,
2022. Please also include the executive compensation of the company's two most highly
compensated executive officers other than the chief executive officer who were serving as
executive officers at the end of December 31, 2022, and an outstanding equity awards
table. Refer to Item 402(m) and (p) of Regulation S-K.
27.Please provide a footnote explanation to include identification to the extent material for
any item included under “All Other Compensation” . See Item 402(o)(7) of Regulation S-
K.
28.We note your consulting agreement with Wade Rivers, LLC, which is