SEC Comment Letter 0000000000-23-010945 to Nakamoto Inc. (NAKA)
Nakamoto Inc.
Date: Oct. 4, 2023 · CIK: 0001946573 · Accession: 0000000000-23-010945
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-274606
Letter
United States securities and exchange commission logo October 4, 2023 Timothy Pickett Chief Executive Officer Kindly MD, Inc. 230 W 400 South Suite 201 Salt Lake City, UT 84104 Re:Kindly MD, Inc. Registration Statement on Form S-1 Filed September 20, 2023 File No. 333-274606 Dear Timothy Pickett: We have reviewed your registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form S-1 filed September 20, 2023 Management, page 47 1.For each of your director nominees, please briefly discuss the specific experience, qualifications, attributes or skills that led to the conclusion that such person should serve as a director of the Company. Please refer to Item 401(e) of Regulation S-K. General 2.We note that Section 11.01 of your ByLaws provide that "to the fullest extent permitted by law, and unless the Corporation, pursuant to a resolution adopted by a majority of the Board of Directors, consents in writing to the selection of an alternative forum, the appropriate state and federal courts located within Salt Lake County, Utah, shall be the sole and exclusive forum for (a) any derivative action or proceeding brought in the name or right of the Corporation or on its behalf, (b) any action asserting a claim for breach of any fiduciary duty owed by any director, officer, employee or agent of the Corporation to
FirstName LastNameTimothy Pickett Comapany NameKindly MD, Inc. October 4, 2023 Page 2 FirstName LastName Timothy Pickett Kindly MD, Inc. October 4, 2023 Page 2 the Corporation or the Corporation’s stockholders, (c) any action arising or asserting a claim arising pursuant to any provision of the Utah or any provision of the Articles of Incorporation or these Bylaws, or (d) any action asserting a claim governed by the internal affairs doctrine, in each such case subject to such court having personal jurisdiction over the indispensable parties named as defendants therein. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Section 11.01." Please disclose whether this provision applies to actions arising under the Securities Act or Exchange Act. If so, please also state that there is uncertainty as to whether a court would enforce such provision. If the provision applies to Securities Act claims, please also state that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. In that regard, we note that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules. If this provision does not apply to actions arising under the Securities Act or Exchange Act, please also ensure that the exclusive forum provision in the governing documents states this clearly, or tell us how you will inform investors in future filings that the provision does not apply to any actions arising under the Securities Act or Exchange Act. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Julie Sherman at 202-551-3640 or Al Pavot at 202-551-3738 if you have questions regarding comments on the financial statements and related matters. Please contact Conlon Danberg at 202-551-4466 or Lauren Nguyen at 202-551-3642 with any other questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc: Callie Tempest Jones, Esq.
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United States securities and exchange commission logo
October 4, 2023
Timothy Pickett
Chief Executive Officer
Kindly MD, Inc.
230 W 400 South
Suite 201
Salt Lake City, UT 84104
Re:Kindly MD, Inc.
Registration Statement on Form S-1
Filed September 20, 2023
File No. 333-274606
Dear Timothy Pickett:
We have reviewed your registration statement and have the following comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 filed September 20, 2023
Management, page 47
1.For each of your director nominees, please briefly discuss the specific experience,
qualifications, attributes or skills that led to the conclusion that such person should serve
as a director of the Company. Please refer to Item 401(e) of Regulation S-K.
General
2.We note that Section 11.01 of your ByLaws provide that "to the fullest extent permitted
by law, and unless the Corporation, pursuant to a resolution adopted by a majority of the
Board of Directors, consents in writing to the selection of an alternative forum, the
appropriate state and federal courts located within Salt Lake County, Utah, shall be the
sole and exclusive forum for (a) any derivative action or proceeding brought in the name
or right of the Corporation or on its behalf, (b) any action asserting a claim for breach of
any fiduciary duty owed by any director, officer, employee or agent of the Corporation to
FirstName LastNameTimothy Pickett
Comapany NameKindly MD, Inc.
October 4, 2023 Page 2
FirstName LastName
Timothy Pickett
Kindly MD, Inc.
October 4, 2023
Page 2
the Corporation or the Corporation’s stockholders, (c) any action arising or asserting a
claim arising pursuant to any provision of the Utah or any provision of the Articles of
Incorporation or these Bylaws, or (d) any action asserting a claim governed by the internal
affairs doctrine, in each such case subject to such court having personal jurisdiction over
the indispensable parties named as defendants therein. Any person or entity purchasing or
otherwise acquiring any interest in shares of capital stock of the Corporation shall be
deemed to have notice of and consented to the provisions of this Section 11.01." Please
disclose whether this provision applies to actions arising under the Securities Act or
Exchange Act. If so, please also state that there is uncertainty as to whether a court would
enforce such provision. If the provision applies to Securities Act claims, please also state
that investors cannot waive compliance with the federal securities laws and the rules and
regulations thereunder. In that regard, we note that Section 22 of the Securities Act creates
concurrent jurisdiction for federal and state courts over all suits brought to enforce any
duty or liability created by the Securities Act or the rules. If this provision does not apply
to actions arising under the Securities Act or Exchange Act, please also ensure that the
exclusive forum provision in the governing documents states this clearly, or tell us how
you will inform investors in future filings that the provision does not apply to any actions
arising under the Securities Act or Exchange Act.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Julie Sherman at 202-551-3640 or Al Pavot at 202-551-3738 if you have
questions regarding comments on the financial statements and related matters. Please contact
Conlon Danberg at 202-551-4466 or Lauren Nguyen at 202-551-3642 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Callie Tempest Jones, Esq.