SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<TEXT>
 July 21, 2025

Tim Pickett
Chief Executive Officer and Chairman of the Board
Kindly MD, Inc.
5097 South 900 East Suite 100
Salt Lake City, UT 84117

 Re: Kindly MD, Inc.
 Revised Information Statement on Schedule 14C
 Filed July 18, 2025
 File No. 001-42103
Dear Tim Pickett:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of Corporation
Finance
 Office of Industrial
Applications and
 Services
cc: Callie T. Jones, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 VIA
EDGAR

 July
18, 2025

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, NE

 Washington,
D.C. 20549

 Re:
 Kindly
 MD, Inc.

 Revised Information
 Statement on Schedule 14C

 Filed July 11, 2025

 File No. 001-42103

 Ladies
and Gentlemen:

 We
acknowledge receipt of the comment letter of the Staff (the "Staff") of the U.S. Securities and Exchange Commission (the
"Commission") dated July 16, 2025 (the "Staff Letter") regarding the revised preliminary information statement
on Schedule 14C filed on July 11, 2025 by KindlyMD, Inc. (the "Company"). We have reviewed the Staff Letter and provide the
following responses. For ease of reference, the responses are numbered to correspond to the numbering of the comments in the Staff Letter
and the comments are reproduced below. Transmitted herewith is a further revised Preliminary Information Statement, filed on the date
hereof (File No. 001-42103).

 Comments
from the Staff's Comment Letter dated July 16, 2025

 Revised
Information Statement on Schedule 14C submitted July 11, 2025

 Risk
Factors

 Risks
Related to Our Bitcoin Strategy and Holdings, page 20

 1. Please
 revise your risk factors in this section to update your discussions of recent regulatory
 developments related to crypto assets and to address the dismissal of the SEC's civil
 enforcement actions against Coinbase, Kraken and Binance.

 Response :

 We
respectfully acknowledge the Staff's comment and have revised our risk factors in this section beginning on page 23 accordingly.

 2. We
 refer to your response to comment 3. Please add a risk factor to address the additional counterparty
 risks if you pursue strategies to create income streams or otherwise generate funds using
 your bitcoin holdings.

 Response:

 We
respectfully acknowledge the Staff's comment and have revised our risk factor on pages 20, 21, 24, 28, 29 and 30 accordingly.

 Regulatory
change reclassifying bitcoin as a security, page 29

 3. We
 refer to your response to prior comment 3. Please expand this risk factor or add an additional
 risk factor that addresses the risk that your plans to acquire minority interests in other
 entities could lead to your classification as an "investment company" under the
 Investment Company Act of 1940. In addition, please revise your disclosure in this risk factor
 to state that the risk is not whether bitcoin is determined to be a security but whether
 bitcoin is determined to be offered and sold as a security.

 Response:

 We
respectfully acknowledge the Staff's comment and have revised the risk factor on page 29 accordingly.

 Information
about Nakamoto, page 39

 4. We
 refer to your response to prior comment 2. Please revise to disclose your policies and procedures
 related to how and when you purchase bitcoin and monetize your bitcoin, including a discussion
 of the transaction costs related to transfers of bitcoin, your anti-money laundering, know-your-customer
 and other procedures you intend to implement in order to mitigate transaction risks such
 as whether a transaction counterparty is subject to sanctions and is otherwise in compliance
 with applicable laws and regulations, and disclose whether you have or have plans to engage
 a liquidity provider. In addition, please revise to state the percentage of your treasury
 holdings that will be held as bitcoin following the completion of your merger and the acquisition
 of bitcoin with the proceeds from the PIPE financing and the convertible debt financing.

 Response :

 We respectfully acknowledge the Staff's comment and have revised
the disclosure beginning on pages 41 and 42 accordingly.

 5. We
 refer to your response to prior comment 3 and note your revised disclosure on page 42 that
 restrictions related to your debt obligations may hinder your ability to pursue certain aspects
 of your bitcoin strategy. Please revise to discuss the restrictions related to your debt
 obligations that will exist following the completion of the merger and how these restrictions
 and obligations will impact your plans for the next twelve months.

 Response :

We respectfully acknowledge the Staff's comment and have revised
the disclosure on pages 31, 40, 42, 43 and 84 accordingly.

 Bitcoin
Yield Strategy, page 41

 6. Please
 revise to remove your reference to Microstrategy Incorporated. Your disclosure should not
 imply a connection between your potential business, strategy, or results and those of other
 cryptocurrency companies.

 Response:

 We
respectfully acknowledge the Staff's comment and have revised our disclosure to remove the reference to Microstrategy Incorporated on
page 44.

 2

 Adjustments
to Unaudited Pro Forma Condensed Combined Statements of Operations, page F-7

 7. We
 note your response to prior comment 5; however, we are unable to agree with your conclusion.
 Please revise your unaudited pro forma condensed combined statements of operations to remove
 the adjustment for the change in fair value of intangible assets.

 Response :

 We respectfully acknowledge the Staff's comment and have revised
our unaudited pro forma condensed combined statements beginning on page F-2 accordingly.

 On
behalf of the Company, thank you for your review of this letter. If you have any further comments or questions, please do not hesitate
to contact Callie Jones of Brunson Chandler & Jones, PLLC by telephone at (801) 303-5721 or by email at callie@bcjlaw.com or Anne
Peetz of Reed Smith LLP by telephone at (713) 469-3853 or by email at apeetz@reedsmith.com.

 Very truly yours,

 /s/ Tim Pickett

 Chief Executive Officer

 Kindly MD, Inc.

 cc:
 Callie
 Tempest Jones, Brunson Chandler & Jones, PLLC
 Lynwood Reinhardt,
 Reed Smith LLP
 Anne Peetz,
 Reed Smith LLP
 Katherine
 Geddes, Reed Smith LLP

 3

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 16, 2025

Tim Pickett
Chief Executive Officer and Chairman of the Board
Kindly MD, Inc.
5097 South 900 East Suite 100
Salt Lake City, UT 84117

 Re: Kindly MD, Inc.
 Revised Information Statement on Schedule 14C
 Filed July 11, 2025
 File No. 001-42103
Dear Tim Pickett:

 We have reviewed your filing and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Revised Information Statement on Schedule 14C filed July 11, 2025
Risk Factors
Risks Related to Our Bitcoin Strategy and Holdings, page 20

1. Please revise your risk factors in this section to update your
discussions of recent
 regulatory developments related to crypto assets and to address the
dismissal of the
 SEC s civil enforcement actions against Coinbase, Kraken and Binance.
2. We refer to your response to comment 3. Please add a risk factor to
address the
 additional counterparty risks if you pursue strategies to create income
streams or
 otherwise generate funds using your bitcoin holdings.
Regulatory change reclassifying bitcoin as a security, page 29

3. We refer to your response to prior comment 3. Please expand this risk
factor or add an
 additional risk factor that addresses the risk that your plans to
acquire minority
 interests in other entities could lead to your classification as an
investment company
 under the Investment Company Act of 1940. In addition, please revise
your disclosure
 in this risk factor to state that the risk is not whether bitcoin is
determined to be a
 July 16, 2025
Page 2

 security but whether bitcoin is determined to be offered and sold as a
security.
Information about Nakamoto, page 39

4. We refer to your response to prior comment 2. Please revise to disclose
your policies
 and procedures related to how and when you purchase bitcoin and monetize
your
 bitcoin, including a discussion of the transaction costs related to
transfers of bitcoin,
 your anti-money laundering, know-your-customer and other procedures you
intend to
 implement in order to mitigate transaction risks such as whether a
transaction
 counterparty is subject to sanctions and is otherwise in compliance with
applicable
 laws and regulations, and disclose whether you have or have plans to
engage a
 liquidity provider. In addition, please revise to state the percentage
of your treasury
 holdings that will be held as bitcoin following the completion of your
merger and the
 acquisition of bitcoin with the proceeds from the PIPE financing and the
convertible
 debt financing.
5. We refer to your response to prior comment 3 and note your revised
disclosure on
 page 42 that restrictions related to your debt obligations may hinder
your ability to
 pursue certain aspects of your bitcoin strategy. Please revise to
discuss the restrictions
 related to your debt obligations that will exist following the
completion of the merger
 and how these restrictions and obligations will impact your plans for
the next twelve
 months.
Bitcoin Yield Strategy, page 41

6. Please revise to remove your reference to MicroStrategy Incorporated.
Your
 disclosure should not imply a connection between your potential
business, strategy, or
 results and those of other cryptocurrency companies.
Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations,
page
F-7

7. We note your response to prior comment 5; however, we are unable to
agree with
 your conclusion. Please revise your unaudited pro forma condensed
combined
 statements of operations to remove the adjustment for the change in fair
value of
 intangible assets.
 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.

 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
 July 16, 2025
Page 3

 Services
cc: Callie T. Jones, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 VIA EDGAR

 July 11, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, D.C. 20549

 Re:
 Kindly MD, Inc.

 Information Statement on Schedule 14C

 Filed June 23, 2025

 File No. 001-42103

 Ladies and Gentlemen:

 We acknowledge receipt of
the comment letter of the Staff (the "Staff") of the U.S. Securities and Exchange Commission (the "Commission")
dated July 9, 2025 (the "Staff Letter") regarding the regarding the preliminary information statement on Schedule 14C filed
on June 23, 2025 by KindlyMD, Inc. (the "Company"). We have reviewed the Staff Letter and provide the following responses.
For ease of reference, the responses are numbered to correspond to the numbering of the comments in the Staff Letter and the comments
are reproduced below. Transmitted herewith is a revised Preliminary Information Statement, filed on the date hereof (File No. 001-42103).

 Comments from the Staff's Comment
Letter dated July 9, 2025

 Information Statement on Schedule 14C submitted
June 23, 2025

 Cover Page

 1. We note your disclosure that you obtained approval of
holders of approximately 50.76% of the outstanding voting power of the Company on May 18, 2025 and approximately 50.14% of the outstanding
voting power of the Company on June 19, 2025 by written consents. However, the beneficial ownership table included on page 108 of the
information statements shows that the directors and executive officers of the Company only held approximately 40.79% of the outstanding
voting power of the Company as of June 1, 2025 and does not identify any shareholders holding more than 5% of the outstanding shares
that are not already included in the 40.79% total. Additionally, we note your disclosure in the Background of the Merger section regarding
the Shareholder Support Agreement and Lock-Up Agreement to be signed by a majority of the Company's shareholders and your statement that
"[o]n April 18, 2025, KindlyMD followed up with updated drafts of certain ancillary documents, including note to the Shareholder
Support Agreement and Lock-Up Agreement indicating which KindlyMD shareholders had agreed to be party to such agreements." In your
response letter, please identify the shareholders who provided written consent for these actions, including each consenting stockholder's
respective share ownership and relationship to the Company. Please also describe the events that led to your receipt of the written consents
and provide an analysis of whether the process of obtaining the consents involved a solicitation within the meaning of Exchange Act Rule
14a- 1(l).

 Response :

 The written consents referenced in the
Information Statement were provided by a combination of directors, executive officers, and other significant shareholders of the Company.
As of June 19, 2025, the following shareholders provided written consent for the actions described:

 Shareholder
 Shares Voted
 Relationship to Company

 Tim Pickett
 99,025
 Chief Executive Officer, Chairman

 Wade Rivers LLC
 2,886,744
 Significant Shareholder (beneficial owners are Tim Pickett and his spouse)

 Jared Barrera
 15,842
 Director

 Adam Cox
 72,834
 Director

 Sally Alicia LLC
 350,000
 Long-term Shareholder

 Adrian Torres
 260,000 *
 VP of IT

 Gus Doodle LLC
 129,482
 Long-term Shareholder

 * Adrian Torres, VP of IT, voted 260,000 of his 283,719 shares.

 Additional context regarding these shareholders
is as follows:

 ● Tim
Pickett is the Company's Chief Executive Officer and Chairman of the Board. Mr. Pickett has served as the Company's CEO and
Chairman since its formation and has been a key driver of the Company's strategic direction and operations.

 ● Wade
Rivers LLC is a significant shareholder of the Company. The sole member of Wade Rivers LLC is The Wade Rivers Trust, for which Tim Pickett
and his spouse act as co-investment trustees.

 ● Jared
Barrera is a director of KindlyMD. Mr. Barrera has served on the Company's Board of Directors and has participated in the Company's
governance and oversight.

 ● Adam
Coz is a director of KindlyMD. Mr. Cox has served as a director and has contributed to the Company's management and strategic planning.

 ● Adrian
Torres serves as VP of IT at KindlyMD. He has been a supporter of the Company since its inception, playing a key role in the IPO and
fundraising efforts. Adrian is responsible for the Company's software systems and the Enterprise Data Project.

 ● Each
of Sally Alicia LLC and Gus Doodle LLC (and their controlling members) have been long-term supporters of the Company and close acquaintances
of Tim Pickett, the Company's CEO. Both were shareholders prior to the IPO and were listed in the S-1 registration statement. While
each originally held 350,000 shares, Gus Doodle LLC held 129,482 shares at the time the shareholders submitted their written consents.
According to the NOBO list, these two entities are the largest shareholders, though neither currently holds more than 5% of the outstanding
shares.

 ● No
individual shareholder, including Sally Alicia LLC and Gus Doodle LLC, currently holds more than 5% of the outstanding shares as a result
of dilution and warrant exercises prior to the date of the written consent, though both were previously above the 5% threshold at an
earlier date as noted in earlier filings.

 As detailed above, each of the consenting
shareholders is either a member of the Company's management or has a long-standing business and/or personal relationship with members
of the Company's management.

 Throughout the period leading up to
the consents, the CEO and these shareholders engaged in regular discussions regarding the Company's strategic direction, capital
needs, and the advisability of the proposed transactions. These discussions were consistent with the Company's historical practice
of maintaining open lines of communication with its significant shareholders and did not involve any public solicitation or general advertising.

 2

 We do not believe that the personal
communications between Mr. Pickett and other members of management and the nonmanagement shareholders involved a solicitation as defined
in Rule 14a-1. The Company believes that these communications fall within the purview of one or more of the exceptions to the definition
of the term "Solicitation" set forth in clause 2 of paragraph (l) of Rule14a-1, namely : "(i) [t]he furnishing of a
form of proxy to a security holder upon the unsolicited request of such security holder" or " (iv) [a] communication by a
security holder who does not otherwise engage in a proxy solicitation (other than a solicitation exempt under section 240.14a–2)
stating how the security holder intends to vote and the reasons therefor, provided that the communication … (C) is made in response
to unsolicited requests for additional information with respect to a prior communication by the security holder…."

 Rather, these many back and forth communications
involved collaborative discussions between members of management and a small group of involved non-affiliated shareholders for the purpose
of exploring steps that would be in the best interests of the Company and all of the shareholders to further the Company's publicly
disclosed business plans. The communications were limited to a small group of involved shareholders, were not made by means of a proxy
statement or similar communication to a broader audience. No commission or remuneration was paid in connection with obtaining these consents.
The Company believes that these actions are proper and customary for the matters set forth in the Information Statement.

 For the foregoing reasons, the Company
respectfully submits that the process of obtaining the consents did not involve a solicitation within the meaning of Exchange Act Rule
14a-1(l).

 Information about Nakamoto, page 38

 2. Please expand your disclosure regarding your plan of operation for the next twelve months by describing
the source of capital for your acquisition of bitcoin and any acquisition of, or investment in, companies that have bitcoin treasuries.
Please specify the amount of bitcoin currently held by Kindly MD or Nakamoto and the amount of bitcoin you intend to purchase with the
proceeds from the PIPE Financing, the Additional Subscription Agreements, the Debt Financing, and the Promissory Note with BTC so that
investors understand the estimated size of the bitcoin treasury of the Combined Company and your business strategy related to the acquisition
of, or investment in, companies that have bitcoin treasuries.

 Response :

 We respectfully acknowledge the Staff's
comment and have expanded our disclosure accordingly on page 39.

 3. Please describe how you intend to generate bitcoin yield.

 Response :

 We respectfully acknowledge the Staff's
comment and have expanded our disclosure accordingly on page 39.

 3

 4. Please disclose an estimated timeline of the building of your bitcoin treasury for the next twelve
months, the implementation of your plans to generate bitcoin yield, the acquisition and operation of companies in various industries that
have bitcoin treasuries and any planned investments in companies with bitcoin treasuries. Include an estimate of the cost of each step,
the sources of capital of each step and the challenges you may face, including the payment of your debt obligations.

 Response :

 We respectfully acknowledge the Staff's
comment and have expanded our disclosure accordingly on page 39.

 Adjustments to Unaudited Pro Forma Condensed
Combined Statements of Operations, page F-7

 5. We note you recorded pro forma adjustment (BB) and (DD) related to the change in fair value of the
company's Bitcoin investment for the pro forma periods. Please provide us your analysis as to how the fair value adjustments comply
with Article 11 pro forma guidance under Regulation S-X. In that regard, Item 11-02(a)(6)(i)(A) and (B) indicate that for a probable transaction
pro forma adjustments should be calculated using the most recent practicable date prior to the effective date, qualification date or the
mail date. As such, it is unclear why any change in fair value of intangible assets would be recorded in your unaudited pro forma condensed
combined statements of operations.

 Response:

 We respectfully acknowledge the Staff's
comment. To that extent, the Company agrees that as it pertains to the transaction accounting adjustments presented in the proforma condensed
balance sheet, Rule 11-01(a)(6)(i)(A) of Regulation S-X requires that the adjustments be calculated using "the most recent
practicable date prior to the effective date, qualification date, or the mail date." However, as it pertains to the to the transaction
accounting adjustments presented in the proforma condensed statement of comprehensive income, Rule 11-01(a)(6)(i)(B) of Regulation S-X
clearly states that the adjustments should be calculated "assuming those adjustments were made as of the beginning of the fiscal
year presented." As such, in preparing the proforma condensed statement of comprehensive income, the Company assumed the bitcoin
was purchased on January 1, 2024 (i.e. "the beginning of the fiscal year presented") and therefore presented the changes in
fair value (to the bitcoin) accordingly.

 On behalf of the Company, thank you for your review
of this letter. If you have any further comments or questions, please do not hesitate to contact Callie Jones of Brunson Chandler &
Jones, PLLC by telephone at (801) 303-5721 or by email at callie@bcjlaw.com or Anne Peetz of Reed Smith LLP by telephone at (713) 469-3853
or by email at apeetz@reedsmith.com.

 Very truly yours,

 /s/ Tim Pickett

 Chief Executive Officer

 Kindly MD, Inc.

 cc:

 Callie Tempest Jones, Brunson Chandler & Jones, PLLC
 Lynwood Reinhardt, Reed Smith LLP
 Anne Peetz, Reed Smith LLP
 Katherine Geddes, Reed Smith LLP

 4

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 9, 2025

Tim Pickett
Chief Executive Officer and Chairman of the Board
Kindly MD, Inc.
5097 South 900 East Suite 100
Salt Lake City, UT 84117

 Re: Kindly MD, Inc.
 Information Statement on Schedule 14C
 Filed June 23, 2025
 File No. 001-42103
Dear Tim Pickett:

 We have reviewed your filing and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Information Statement on Schedule 14C filed June 23, 2025
Cover Page

1. We note your disclosure that you obtained approval of holders of
approximately
 50.76% of the outstanding voting power of the Company on May 18, 2025
and
 approximately 50.14% of the outstanding voting power of the Company on
June 19,
 2025 by written consents. However, the beneficial ownership table
included on page
 108 of the information statements shows that the directors and executive
officers of
 the Company only held approximately 40.79% of the outstanding voting
power of the
 Company as of June 1, 2025 and does not identify any shareholders
holding more than
 5% of the outstanding shares that are not already included in the 40.79%
total.
 Additionally, we note your disclosure in the Background of the Merger
section
 regarding the Shareholder Support Agreement and Lock-Up Agreement to be
signed
 by a majority of the Company's shareholders and your statement that
"[o]n April 18,
 2025, KindlyMD followed up with updated drafts of certain ancillary
documents,
 including note to the Shareholder Support Agreement and Lock-Up
Agreement
 indicating which KindlyMD shareholders had agreed to be party to such
 agreements." In your response letter, please identify the shareholders
who provided
 July 9, 2025
Page 2

 written consent for these actions, including each consenting stockholder
 s respective
 share ownership and relationship to the Company. Please also describe
the events that
 led to your receipt of the written consents and provide an analysis of
whether the
 process of obtaining the consents involved a solicitation within the
meaning of
 Exchange Act Rule 14a- 1(l).
Information about Nakamoto, page 38

2. Please expand your disclosure regarding your plan of operation for the
next twelve
 months by describing the source of capital for your acquisition of
bitcoin and any
 acquisition of, or investment in, companies that have bitcoin
treasuries. Please
 specify the amount of bitcoin currently held by Kindly MD or Nakamoto
and the
 amount of bitcoin you intend to purchase with the proceeds from the PIPE
Financing,
 the Additional Subscription Agreements, the Debt Financing, and the
Promissory
 Note with BTC so that investors understand the estimated size of the
bitcoin treasury
 of the Combined Company and your business strategy related to the
acquisition of, or
 investment in, companies that have bitcoin treasuries.
3. Please describe how you intend to generate bitcoin yield.
4. Please disclose an estimated timeline of the building of your bitcoin
treasury for the
 next twelve months, the implementation of your plans to generate bitcoin
yield, the
 acquisition and operation of companies in various industries that have
bitcoin
 treasuries and any planned investments in companies with bitcoin
treasuries. Include
 an estimate of the cost of each step, the sources of capital of each
step and the
 challenges you may face, including the payment of your debt obligations.
Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations,
page
F-7

5. We note you recorded pro forma adjustment (BB) and (DD) related to the
change in
 fair value of the company s Bitcoin investment for the pro forma
periods. Please
 provide us your analysis as to how the fair value adjustments comply
with Article 11
 pro forma guidance under Regulation S-X. In that regard, Item
11-02(a)(6)(i)(A) and
 (B) indicate that for a probable transaction pro forma adjustments
should be calculated
 using the most recent practicable date prior to the effective date,
qualification date or
 the mail date. As such, it is unclear why any change in fair value of
intangible assets
 would be recorded in your unaudited pro forma condensed combined
statements of
 operations.
 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.

 Please contact Conlon Danberg at 202-551-4466 or Lauren Nguyen at
202-551-3642
with any other questions.

 Sincerely,
 July 9, 2025
Page 3

 Division of Corporation Finance
 Office of Industrial Applications and
 Services
cc: Callie T. Jones, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

May
10, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

Attention:
Mr. Conlon Danberg

    Re:
    Kindly
    MD, Inc.

    Registration
    Statement on Form S-1

    Filed
    May 8, 2024

    File
    No. 333-274606

Dear
Mr. Danberg:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, as
representative of the underwriters of the proposed initial public offering of securities of Kindly MD, Inc. (the “Company”),
hereby join the Company’s request that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated
so that it will be declared effective at 4:00 p.m., Eastern Time, on Monday, May 13, 2024, or at such later time as the Company or its
counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

Pursuant
to Rule 460 under the Securities Act, we, as representative of the underwriters, wish to advise you that there will be distributed to
each underwriter, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form
of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned advises that it has complied and will continue to comply, and that it has been informed by the participating underwriters
that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934,
as amended.

[Remainder
of Page Intentionally Left Blank]

    Very truly yours,

    WallachBeth Capital, LLC

    By:
    /s/
    Eric Schweitzer

    Name:
    Eric
Schweitzer

    Title:
    Chief
    Compliance Officer

    cc:
    Timothy
    Pickett, Kindly MD, Inc.

    Richard
    A. Friedman, Sheppard, Mullin, Richter & Hampton LLP

    Callie
    T. Jones, Brunson Chandler & Jones PLLC

CORRESP
1
filename1.htm

May
10, 2024

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

Re: Kindly
                                            MD, Inc.

                                            Amendment No. 9 to Registration Statement on Form S-1

                                            Filed May 8, 2024

                                            File No. 333-274606

Ladies
and Gentlemen:

The
undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”)
take appropriate action to cause the above-referenced Amended Registration Statement on Form S-1 to become effective on Monday, May 13,
2024 at 4:00 p.m., Eastern Standard Time, or as soon thereafter as is practicable.

In
connection with this request, the Registrant acknowledges that:

 ● should
                                            the Commission or the staff of the Commission (the “Staff”), acting pursuant
                                            to delegated authority, declare the filing effective, it does not foreclose the Commission
                                            from taking any action with respect to the filing;

 ● the
                                            action of the Commission or the Staff, acting pursuant to delegated authority, in declaring
                                            the filing effective, does not relieve the Registrant from its full responsibility for the
                                            adequacy and accuracy of the disclosure in the filing; and

 ● the
                                            Registrant may not assert Staff comments and the declaration of effectiveness as a defense
                                            in any proceeding initiated by the Commission or any person under the federal securities
                                            laws of the United States.

Sincerely,

    Kindly
    MD, Inc.

    /s/
    Tim Pickett

    Tim
    Pickett

    Chief
    Executive Officer

CORRESP
1
filename1.htm

May
8, 2024

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

    Re:
    Kindly
    MD, Inc.

    Amendment
    No. 8 to Registration Statement on Form S-1

    Filed
    April 9, 2024

    File
    No. 333-274606

Ladies
and Gentlemen:

We
are in receipt of your letter dated May 1, 2024. We have prepared the below response to your comments and have also amended the Registration
Statement on Form S-1 for Kindly MD, Inc. (“Kindly” or the “Company”), as indicated.

Amendment No. 8 to Registration Statement on Form S-1 filed April
9, 2024

Exhibit
23.1, page 1

1.
Please ask your auditors to provide us with a fully updated consent.

RESPONSE:
The auditors have updated their consent to reflect the date of filing. Thank you for bringing this to our attention.

Stock-based
Compensation, page 34

2.
Please reconcile your disclosure about there being no outstanding stock awards with the disclosure on page F-16 about the
2024 issuance of stock options.

RESPONSE:
We have revised the S-1 based on this comment. Please see pages 34 and F-16 to included the following language in both sections.

On
January 5, 2024 the Company issued Incentive Stock Options to various employees of the Company, resulting in the award of 5,805 Incentive
Stock Options with and exercise price of $5.50, an effective grant date of January 2, 2024 and a vesting date of July 1, 2024. The Company
has no stock awards currently outstanding; all outstanding awards have been fully expensed and there are no outstanding award expenses
for 2024.

Note
6, page F-123.

3.
It is not clear how you calculated the impact of the accounting error. Please provide us with your calculations and the underlying assumptions.
Also, please clarify for us how you estimated your incremental borrowing rate to be 10% given that the borrowing arrangement disclosed
on page F-14 includes features that substantially increased your effective borrowing rate. Please cite the specific authoritative guidance
that supports your analysis. We note that the lease asset exceeds 20% of your reported total assets.

RESPONSE:
We have restated the 2023 and 2022 FS to correctly reflect the weighted average discount rate in Note 6 to 15% based on this
comment.

In
response to the SEC Staff’s comment regarding the impact of the accounting discrepancy noted in the Company’s previous response,
and the calculations and underlying assumptions, we acknowledge the Staff’s comment and reaffirm our adherence to the guidance
provided in ASC 842-20-30-3. As per our accounting policies, in instances where our leases do not specify an implicit rate, we determine
the present value of future lease payments using an estimated incremental borrowing rate (“IBR”) at the commencement date
of each lease. The IBR is calculated by estimating the cost for the Company to borrow, on a collateralized basis, an amount equal to
the total lease payments for the term of the lease.

The
Company currently has six leases, which were originally executed between May 2020 and August 2021. The Company renewed two of
the leases in July and September of 2023. In April 2023, the Company
entered into a long-term unsecured not payable with Wade Rivers, LLC, with an interest rate of 14.9% per annum. In December of 2023,
subsequent to the execution of the lease renewals, the Company entered into several loans for the purpose of financing the Company operations
through the completion of the Company’s IPO in 2024 (the effective interest rates of these loans ranged between approximately 11%
to 20%).

We
recognize that the IBR used to account for its operating leases and lease renewals was previously lower than the interest rates
on lease loans. Upon evaluating the difference between the IBR used to present value future lease payments and the actual borrowing rates
of the Company’s loans and current offers for funding today, we concluded that the IBR used should have been higher approximately
15% under the criteria outlined in ASC 842-20-35-5 and the SEC’s comment. As a result, the 2023 and 2022 financials have
been restated to as follows:

 1. The
                                            total
                                            2023 balance of operating right-of-use assets has decreased from $268,399 to $235,706
                                            (representing a $32,693 change from the reported balance).

 2. The
                                            total
                                            2023 balance of operating lease liabilities has decreased from $291,684 to $258,991
                                            (representing a $32,693 change from the reported balance).

 3. The
                                            total 2022 balance of operating right-of-use assets has decreased from $350,688 to $296,417
                                            (representing a $54,271 change from the reported balance).

 4. The
                                            total 2022 balance of operating lease liabilities has decreased from $352,852 to $298,581
                                            (representing a $54,271 change from the reported balance).

 5. There
                                            is no impact to stockholders’ equity (deficit) for these changes.

Thank
you for your timely assistance and review. Please contact our legal counsel, Callie Jones, at 801-303-5721 with further comments or questions.

Sincerely,

Kindly
MD, Inc.

    /s/
    Timothy Pickett

    Timothy
    Pickett

    Chief
    Executive Officer

United States securities and exchange commission logo
May 1, 2024
Timothy Pickett
Chief Executive Officer
Kindly MD, Inc.
5097 South 900 East
Suite 100
Salt Lake City, UT 84117
Re:Kindly MD, Inc.
Amendment No. 8 to Registration Statement on Form S-1
Filed April 9, 2024
File No. 333-274606
Dear Timothy Pickett:
            We have reviewed your amended registration statement and have the following
comment(s).
            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. Unless we note otherwise,
any references to prior comments are to comments in our March 22, 2024 letter.
Amendment No. 8 to Form S-1 filed April 9, 2024
Exhibit 23.1, page 1
1.Please ask your auditors to provide us with a fully updated consent.
Stock-based Compensation, page 34
2.Please reconcile your disclosure about there being no outstanding stock awards with the
disclosure on page F-16 about the 2024 issuance of stock options.
Note 6, page F-12
3.It is not clear how you calculated the impact of the accounting error. Please provide us
with your calculations and the underlying assumptions. Also, please clarify for us how

 FirstName LastNameTimothy  Pickett
 Comapany NameKindly MD, Inc.
 May 1, 2024 Page 2
 FirstName LastName
Timothy  Pickett
Kindly MD, Inc.
May 1, 2024
Page 2
you estimated your incremental borrowing rate to be 10% given that the borrowing
arrangement disclosed on page F-14 includes features that substantially increased your
effective borrowing rate. Please cite the specific authoritative guidance that supports your
analysis. We note that the lease asset exceeds 20% of your reported total assets.
            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.

CORRESP
1
filename1.htm

April
9, 2024

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

  Re:
  Kindly MD, Inc.

  Amendment No. 7 to Registration Statement on Form S-1 Filed
March 12, 2024

  File No. 333-274606

Ladies
and Gentlemen:

We
are in receipt of your letter dated March 22, 2024. We have prepared the below response to your comments and have also amended the Registration
Statement on Form S-1 for Kindly MD, Inc. (“Kindly” or the “Company”), as indicated.

Amendment
No. 7 to Registration Statement on Form S-1 filed March 12, 2024 Recent

Developments

Bridge
Financings, page 6

1. We
                                            note the disclosure that from December 2023 to January 2024, you issued convertible promissory
                                            notes in the aggregate principal amount of $444,444 to certain investors. Please revise to
                                            disclose the investors and the material terms of the related Securities Purchase Agreements,
                                            including the convertible feature and pricing terms.

RESPONSE:
The disclosure on page 6 has been updated to include the investors and the material terms of the related Securities Purchase Agreements,
including the convertible feature and pricing terms.

2. Please
                                            provide us with a detailed analysis as to why the proposed secondary offering is not an indirect
                                            primary offering on your behalf and thus appropriate to characterize the transaction as a
                                            valid secondary offering under Securities Act Rule 415(a)(1)(i). For example, we note your
                                            new disclosure regarding the issuance of convertible promissory notes from December 2023
                                            to January 2024. Elsewhere, you note that these convertible notes will convert into shares
                                            of common stock at the assumed initial public offering price of $5.50 per share. Given that
                                            the investment in the promissory notes appeared to be made with a view towards the resale
                                            of the underlying common stock following the Company’s initial public offering, it
                                            appears the resale of these shares of common stock could be deemed an indirect primary offering
                                            being conducted by or on behalf of the Issuer.

Explain
why the selling securityholders should not be deemed to be underwriters, or revise your prospects to include a statement that
the selling securityholders are deemed underwriters and fix a price at which the resale shares will sell for the duration of the
offering. For guidance, please refer to Securities Act Rules Compliance and Disclosure Interpretations Question 612.09. Last, please
tell us whether the sales by the selling securityholders are needed to meet Nasdaq listing requirements.

RESPONSE:
The Company acknowledges the Staff’s comment and respectfully submits that the proposed resale of the shares of the Company’s
common stock by the bridge lenders/selling securityholders (the “Selling Securityholders”) as contemplated
in the Registration Statement is not an indirect primary offering and is appropriately characterized as a secondary offering under Rule
415(a)(1)(i) promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

In
further consideration of this comment, we have reviewed Compliance and Disclosure Interpretation Question 612.09 (“C&DI 612.09”),
which provides guidance regarding Rule 415:

“It
is important to identify whether a purported secondary offering is really a primary offering, i.e., the selling securityholders
are actually underwriters selling on behalf of an issuer. Underwriter status may involve additional disclosure, including an acknowledgment
of the seller’s prospectus delivery requirements…

The
question of whether an offering styled a secondary one is really on behalf of the issuer is a difficult factual one, not merely a question
of who receives the proceeds. Consideration should be given to how long the selling securityholders have held the shares, the
circumstances under which the received them, their relationship to the issuer, the amount of shares involved, whether the sellers are
in the business of underwriting securities, and finally, whether under all the circumstances it appears that the seller is acting as
a conduit for the issuer.”

We
have reviewed the guidance in C&DI 612.09, including the six enumerated factors contained therein, and offer the following discussion
for the Staff’s consideration.

Background

Between
December 28, 2023 and January 24, 2024, through bona fide private placements with five separate individual accredited investors (collectively,
the “Selling Securityholders”), the Company issued five separate Original Issuance Discount Promissory Notes (the
“Notes”) with principal aggregate amounts totaling $444,444 to the Selling Securityholders (the “Private Placement”).
In connection with the issuance of the Notes, the Company entered separate securities purchase agreements with each of the Selling
Securityholders (the “Securities Purchase Agreements”), which includes the registration rights for a total of 80,808
shares of common stock to be issued to the Selling Securityholders on the date of the pricing of the Company’s IPO. The
Private Placement was effected in reliance upon the exemption from the registration requirements of the Securities Act by virtue of Section
4(a)(2) thereof and Rule 506 of Regulation D thereunder.

The
Private Placement was conducted pursuant to the Securities Purchase Agreement in which, among other things, each Selling Securityholder
made customary investment and private placement representations to the Company, including that it (i) was an “accredited investor”
as defined in Rule 501 under the Securities Act, (ii) had such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of its investment in the Note, and (iii) was able to bear the economic risks of the investment.

Factor
1: How Long the Selling Stockholders Have Held the Securities

While
the presumption is that the longer securities are held, the less likely it is that a selling securityholder is acting as a conduit
for a primary offering, such a factor is not determinative, and the Commission has in fact specifically recognized that a short holding
period does not by itself negate valid investment intent. The Staff regularly permits issuers to register privately issued shares for
resale promptly following, or even prior to, the closing of a private placement transaction.

Four
of the Selling Securityholders initially purchased the Notes on December 28, 2023, with one investor purchasing a note on January 24,
2024 pursuant to the Securities Purchase Agreements. Therefore, as of the date of this letter, most of the Selling Securityholders will
have held the Notes and the shares issuable upon the IPO related to the Note (the “Shares”) for over three months, with one
holding a Note for more than two months. The issuances were made in a bona fide private placement exempt from registration under Section
4(2) of the Securities Act, and the Selling Securityholders acquired the securities for their own investment purposes. The Selling
Securityholders have been subject to the full economic and market risks of their entire investment since the date of the acquisition
of the shares. In addition, The Selling Securityholders acquired the shares with no assurance that the Company would ever go public
or that the shares could be ever be sold in a liquid market. This holding period for the Notes and the Shares demonstrates
that the Selling Securityholders acquired the securities for investment, do not have intent to distribute the Shares on behalf of the
Company and are not acting as an underwriter. Additionally, the Selling Shareholders have agreed to lock up their shares for an additional ninety days following
the pricing of the IPO.

In
the Securities Purchase Agreement, the Company has covenanted to file a registration statement covering the resale of the shares of common
stock underlying the Note. The Company has added the Shares to its Registration Statement to perform such obligation under the Securities
Purchase Agreement. The Company respectfully submits to the Staff that the registration of the shares of common stock for resale as contemplated
in the Registration Statement is consistent with other financing transactions, such as a typical “PIPE” transaction, where
an issuer is required to file a resale registration statement shortly after closing. As discussed above, the Selling Securityholders
have held the Notes for more than three or two months as of the date of this letter. Like other investors in a typical PIPE or IPO transaction,
the Selling Securityholders were immediately at market risk once the Notes and the Shares underlying the Note were acquired on
December 28, 2023 and January 24, 2024, respectively.

Factor
2: Circumstances under which the Selling Securityholders Acquired the Shares

As
described above, the Selling Securityholders acquired the shares of common stock in the Private Placement, which was a bona fide private
placement transaction conducted pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act.

The
Securities Purchase Agreement contained, among other things, customary investment and private placement representations of the Selling
Securityholders to the Company. In addition, the Selling Securityholders have not entered into any underwriting relationships or arrangements
with the Company, have not received any commission or other payment from the Company in connection with the resale of any of its
securities, and the Company will receive no proceeds from the resale of the shares of common stock, if any, by the Selling Securityholders.
These circumstances are quite distinct from those involving a primary offering by or on behalf of the Company.

Furthermore,
Rule 100 of Regulation M defines a “distribution” as “an offering of securities, whether or not subject to registration
under the Securities Act, that is distinguished from ordinary trading transactions by the magnitude of the offering and the presence
of special selling efforts and selling methods” (emphasis added). The Company is not aware of any evidence that would suggest that
any such special selling efforts or selling methods (such as investor presentations or road shows) by or on behalf of the Selling Securityholders
that have or are currently intended to take place if the Registration Statement is declared effective.

The
Company further notes that registration is not equivalent to a current intent to distribute. If registration did equate with such a distribution
intent, then no private placement transaction could ever occur because the mere fact of subsequent registration would presumably negate
an investor’s prior representation of investment intent, which would in turn destroy any private placement exemption. In addition,
the Securities Purchase Agreement with each investor provided that the investor agreed that, without the prior written consent of the
Company, the investor shall not, during the period ending 90 days after the pricing of the initial public offering: (1) offer, pledge,
announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell,
grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any of such securities or
(2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership or such
securities.

Factor
3: The Selling Securityholders’ Relationship to the Company

Based
upon information supplied to the Company by the Selling Securityholders, the Selling Securityholders are private individual accredited
investors that purchased the securities for their own accounts and not with a view to resale or distribution. The Company does not have
an underwriting relationship with the Selling Securityholders or any contractual, legal or other relationship that would control the
timing, nature or amount of resales of the shares of common stock following the effectiveness of the Registration Statement or even whether,
or if, any shares of common stock may be resold under the Registration Statement. To the Company’s knowledge,
at no time have the Selling Securityholders been affiliated with or acted as securities broker-dealers or representatives thereof. Further,
as noted above, the Selling Securityholders each represented to the Company that they were acquiring the securities for their own accounts
and not with a view to resale or distribution.

The
registration rights granted to the Selling Securityholders under the Securities Purchase Agreement entered into in connection with the
Private Placement are customary and are not indicative of any desire of the Selling Securityholders to sell or distribute the shares
of common stock on behalf of the Company, or at all. The Selling Securityholders negotiated for such customary registration rights for
a variety of business reasons and the registration rights were not granted by the Company for the purpose of conducting an indirect primary
offering. In addition, the Selling Securityholders would be responsible for paying any broker-dealer fees or underwriting discounts or
commissions directly to any broker-dealers they engage to assist in selling any shares of common stock.

To
the extent the Selling Securityholders sell the shares of common stock, the Selling Securityholders will retain all proceeds from such
sales and the Company will not receive any of the proceeds from any resale of the Shares.

Factor
4: The Amount of Shares Involved

The
Selling Stockholders are registering for resale 80,808 shares of Common stock they have the right to acquire pursuant to the Notes, out
of the 1,712,057 total shares being registered in the Secondary Offering. Such shares represent only 4.71% of the total shares being
registered in the Company’s Secondary Offering and 1.35% of the Company’s common shares after the Offering on a fully-diluted
basis. We note that the Staff has permitted offerings to be characterized as secondary offerings in cases where a significantly larger
percentage of a company’s outstanding securities was registered for resale.

Factor
5: Whether the Selling Securityholders are in the Business of Underwriting Securities

As
noted above, based upon information supplied to the Company by the Selling Securityholders, the Selling Securityholders are each individual
accredited investors. To the Company’s knowledge, the Selling Securityholders are not, nor have they ever been, in the business
of underwriting securities. Additionally, the issuance of shares of common stock covered by the Registration Statement to be issued to
the Selling Securityholders related to the issuance of the Note was neither conditioned on the prior effectiveness of the Registration
Statement nor otherwise conditioned on the Selling Securityholders’ ability to resell the shares of common stock.

In
prior no-action letters, the Staff has noted that determination of “underwriter” status depends on all of the facts and circumstances
surrounding a particular transaction. The Staff also has stated that institutional investors generally should not be deemed to be underwriters
with regard to the acquisition of large amounts of securities, provided such securities are acquired in the ordinary

United States securities and exchange commission logo
March 22, 2024
Timothy Pickett
Chief Executive Officer
Kindly MD, Inc.
5097 South 900 East
Suite 100
Salt Lake City, UT 84117
Re:Kindly MD, Inc.
Amendment No. 7 to Registration Statement on Form S-1
Filed March 12, 2024
File No. 333-274606
Dear Timothy Pickett:
            We have reviewed your amended registration statement and have the following
comment(s).
            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.
Amendment No. 7 to Registration Statement on Form S-1 filed March 12, 2024
Recent Developments
Bridge Financings, page 6
1.We note the disclosure that from December 2023 to January 2024, you issued convertible
promissory notes in the aggregate principal amount of $444,444 to certain
investors. Please revise to disclose the investors and the material terms of the related
Securities Purchase Agreements, including the convertible feature and pricing terms.
2.Please provide us with a detailed analysis as to why the proposed secondary offering is not
an indirect primary offering on your behalf and thus appropriate to characterize the
transaction as a valid secondary offering under Securities Act Rule 415(a)(1)(i). For
example, we note your new disclosure regarding the issuance of convertible promissory
notes from December 2023 to January 2024. Elsewhere, you note that these convertible

 FirstName LastNameTimothy  Pickett
 Comapany NameKindly MD, Inc.
 March 22, 2024 Page 2
 FirstName LastNameTimothy  Pickett
Kindly MD, Inc.
March 22, 2024
Page 2
notes will convert into shares of common stock at the assumed initial public offering price
of $5.50 per share. Given that the investment in the promissory notes appeared to be made
with a view towards the resale of the underlying common stock following the Company’s
initial public offering, it appears the resale of these shares of common stock could be
deemed an indirect primary offering being conducted by or on behalf of the Issuer.
Explain why the selling shareholders should not be deemed to be underwriters, or revise
your prospects to include a statement that the selling shareholders are deemed
underwriters and fix a price at which the resale shares will sell for the duration of the
offering. For guidance, please refer to Securities Act Rules Compliance and Disclosure
Interpretations Question 612.09. Last, please tell us whether the sales by the selling
shareholders are needed to meet Nasdaq listing requirements.
Results of Operations, page 31
3.Please substantially expand your disclosure to fully explain the specific facts and
circumstances that caused the fluctuations in salaries and wages and general and
administrative expenses. Specifically address the significant change in stock
compensation expense reflected on page F-6. Also, please clarify how your "focus on
improvement of operational efficiency and standardization of operational processes"
impacted your reported revenue. Further, regarding the change in other income, please
provide a disclosure that fully describes the Uplift charity program and how the program's
income and expenses are accounted for and classified in your financial statements. See
Item 303 of Regulation S-K.
Stock-Based Compensation, page 34
4.Please disclose the amount of stock compensation expense that you expect to recognize in
2024 based on the awards that are currently outstanding.
Note 6, page F-12
5.Please tell us why the discount rate used in your lease accounting appears to be materially
different from the borrowing rates disclosed in Note 8. See ASC 842-20-30-3.
            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

 FirstName LastNameTimothy  Pickett
 Comapany NameKindly MD, Inc.
 March 22, 2024 Page 3
 FirstName LastName
Timothy  Pickett
Kindly MD, Inc.
March 22, 2024
Page 3
cc:       Callie Tempest Jones, Esq.

United States securities and exchange commission logo
November 27, 2023
Timothy Pickett
Chief Executive Officer
Kindly MD, Inc.
230 W 400 South
Suite 201
Salt Lake City, UT 84104
Re:Kindly MD, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed November 20, 2023
File No. 333-274606
Dear Timothy Pickett:
            We have reviewed your amended registration statement and have the following
comment(s).
            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. Unless we note otherwise,
any references to prior comments are to comments in our October 23, 2023 letter.
Form S-1/A filed November 20, 2023
Revenue, page 38
1.You disclose here that you "expect net sales to increase as the opioid and prescription
medication management side of the business have a favorable impact on net sales through
the remainder of 2023 and into 2024" but other disclosures appear to indicate that revenue
from opioid and medication management treatments have been immaterial. Please clarify
your disclosure by quantifying the amount of revenue in each period recognized from each
of the revenue streams disclosed on pages 30-32.
Note 8, page F-23
2.Please disclose the maturity date, stated interest rate, collateral and/or security provisions,
and any other material terms of the loan payable to Wade Rivers.

 FirstName LastNameTimothy  Pickett
 Comapany NameKindly MD, Inc.
 November 27, 2023 Page 2
 FirstName LastName
Timothy  Pickett
Kindly MD, Inc.
November 27, 2023
Page 2
            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.

CORRESP
1
filename1.htm

November 27, 2023

Via
Edgar Submission

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Industrial Application and Services

100
F Street, N.E.

Washington,
D.C. 20549

    Re:

    Kindly
    MD, Inc.

    Amendment
    No. 4 to Registration Statement on Form S-1

    Filed November 20, 2023

    File
    No. 333-274606

Ladies
and Gentlemen:

Kindly
MD, Inc. (the “Company”) provides the following response (the “Response Letter”) to the comments contained in
the letter (the “Comment Letter”) of the staff of the Division of Corporation Finance (the “Staff”) of the U.S.
Securities and Exchange Commission (the “Commission”) dated November 27, 2023, relating to the above-referenced filing.

In
response to the following enumerated comments in the Comment Letter, we respectfully submit the following responses:

Form
S-1/A filed November 20, 2023

Revenue,
page 38

1.
You disclose here that you “expect net sales to increase as the opioid and prescription medication management side of the business
have a favorable impact on net sales through the remainder of 2023 and into 2024” but other disclosures appear to indicate that
revenue from opioid and medication management treatments have been immaterial. Please clarify your disclosure by quantifying the amount
of revenue in each period recognized from each of the revenue streams disclosed on pages 30-32.

RESPONSE:
We have revised our disclosure in the Revenue section of the Registration Statement so it is consistent with the rest of the document
and because the fiscal year is almost complete.

Note
8, page F-23

2.
Please disclose the maturity date, stated interest rate, collateral and/or security provisions, and any other material terms of the loan
payable to Wade Rivers.

RESPONSE:
We have revised Note 8 to the financial statements to include the material terms of the Wade Rivers loan payable.

Thank
you for your assistance and review; we look forward to resolving any further comments or questions. Please reach out to our legal counsel,
Callie Jones, at (801)303-5721 with any additional comments.

Sincerely,

    Kindly
    MD, Inc.

    /s/
    Tim Pickett

    Tim
    Pickett

    Chief
    Executive Officer

CORRESP
1
filename1.htm

October
26, 2023

Via
Edgar Submission

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Industrial Application and Services

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Kindly
    MD, Inc.

    Amendment
    No. 1 to Registration Statement on Form S-

    1
    Filed October 11, 2023

    CIK
    No. 0001946573

Ladies
and Gentlemen:

Kindly
MD, Inc. (the “Company”) provides the following response (the “Response Letter”) to the comments contained in
the letter (the “Comment Letter”) of the staff of the Division of Corporation Finance (the “Staff”) of the U.S.
Securities and Exchange Commission (the “Commission”) dated October 11, 2023, relating to the above-referenced filing.

In
response to the following enumerated comments in the Comment Letter, we respectfully submit the following responses:

Amendment
No. 1 to Form S-1 filed October 11, 2023

Summary
of Financial Information, page 9

1.
Please revise here and on page 27 to explain what the Pro Forma As Adjusted column represents and how the amounts presented were determined.

RESPONSE:
We have revised the tables included in the Summary of Financial Information and Capitalization sections of the Registration Statement
to retitle the columns to include a “Post-Offering Pro Forma without Over-Allotment Option” and a “Post Offering Pro
Forma with Over-Allotment Option.” These amounts were determined based on the purchase price of the Units, after deducting estimated
underwriting discounts and commissions and estimated offering expenses payable by us. We have also updated the description in the
footnotes to the tables.

Use
of Proceeds, page 26

2.
Please tell us why you present the Use of Proceeds based on percentage raised or revise the table to reflect the firm underwritten offering.

RESPONSE:
We have updated the Use of Proceeds table to reflect the firm underwritten offering.

General

3.
We note that you included a resale prospectus for shares to be sold by the selling shareholders. Revise to disclose the reasons why you
have included the resale prospectus when you disclose that “The selling stockholders have expressed an intent not to sell stock
concurrently with the initial public offering.”

RESPONSE:
We have removed the references to our selling shareholders’ intent or representations not to sell the stock concurrently with the
initial public offering.

4.
We note your disclosure at page II-2. Please confirm that you have included all information as to all securities sold within the past
three years which were not registered under the Securities Act. We note you were incorporated in 2019 and we were unable to locate disclosure
related to the issuances to Sally Alicia LLC, Gus Doodle LLC and Frank Stevens LLC. Please advise.

RESPONSE:
All of the information regarding securities issued or sold by the Company in the past three years is included in the Registration Statement.
The shareholders listed above (Sally Alicia LLC, Gus Doodle LLC and Frank Stevens LLC) either (i) received their shares from individual
shareholders in private transactions, or (ii) retitled their shareholdings from an individual shareholder to an entity for personal or
estate planning purposes.

Thank
you for your assistance and review; we look forward to resolving any further comments or questions. Please reach out to our legal counsel,
Callie Jones, at (801)303-5721 with any additional comments.

Sincerely,

    Kindly
    MD, Inc.

    /s/
    Tim Pickett

    Tim
    Pickett

    Chief
    Executive Officer

United States securities and exchange commission logo
October 23, 2023
Timothy Pickett
Chief Executive Officer
Kindly MD, Inc.
230 W 400 South
Suite 201
Salt Lake City, UT 84104
Re:Kindly MD, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed October 11, 2023
File No. 333-274606
Dear Timothy Pickett:
            We have reviewed your amended registration statement and have the following
comment(s).
            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. Unless we note otherwise,
any references to prior comments are to comments in our October 4, 2023 letter.
Amendment No. 1 to Form S-1 filed October 11, 2023
Summary of Financial Information, page 9
1.Please revise here and on page 27 to explain what the Pro Forma As Adjusted column
represents and how the amounts presented were determined.
Use of Proceeds, page 26
2.Please tell us why you present the Use of Proceeds based on percentage raised or revise
the table to reflect the firm underwritten offering.
General
3.We note that you included a resale prospectus for shares to be sold by the selling

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 Comapany NameKindly MD, Inc.
 October 23, 2023 Page 2
 FirstName LastName
Timothy  Pickett
Kindly MD, Inc.
October 23, 2023
Page 2
shareholders. Revise to disclose the reasons why you have included the resale prospectus
when you disclose that "The selling stockholders have expressed an intent not to sell stock
concurrently with the initial public offering."
4.We note your disclosure at page II-2. Please confirm that you have included
all information as to all securities sold within the past three years which were not
registered under the Securities Act. We note you were incorporated in 2019 and we were
unable to locate disclosure related to the issuances to Sally Alicia LLC, Gus Doodle LLC
and Frank Stevens LLC. Please advise.
            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.

CORRESP
1
filename1.htm

October
10, 2023

Via
Edgar Submission

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Industrial Application and Services

100
F Street, N.E.

Washington,
D.C. 20549

  Re:
  Kindly MD, Inc.

  Draft Registration Statement on Form S-1 Submitted

  September 20, 2023

  CIK No. 0001946573

Ladies
and Gentlemen:

Kindly
MD, Inc. (the “Company”) provides the following response (the “Response Letter”) to the comments contained in
the letter (the “Comment Letter”) of the staff of the Division of Corporation Finance (the “Staff”) of the U.S.
Securities and Exchange Commission (the “Commission”) dated October 4, 2023, relating to the above-referenced filing.

In
response to the following enumerated comments in the Comment Letter, we respectfully submit the following responses:

Draft
Registration Statement on Form S-1

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.

Response:
All director nominees have extensive experiences and qualifications that make them suitable for a directorial position in KindlyMD. The
following director nominees are poised to offer substantial expertise and leadership to navigate the complexities and opportunities the
company faces. The incorporation of the additional information from KindlyMD reveals a rich context wherein the individual experiences,
qualifications, and skills of each director nominee can be mapped to cater to the company’s diverse needs.

Amy
Powell, MD - Director Nominee

    ●
    Clinical
    and Research Acumen: Dr. Powell brings vital clinical and research acumen which is crucial to enhancing and validating KindlyMD’s
    pain management approaches, specifically given the blend of multimodal pain management methods the company uses.

    ●
    Medical
    Expertise: Her 20 years of experience in caring for athletes and active individuals aligns with the company’s mission to
    reduce opioid usage while successfully treating patients, utilizing both her practical and theoretical insights in pain management.

    ●
    Educational
    Contribution: Her role in medical education can further bolster KindlyMD’s research, clinical protocols, and patient education
    strategies in creating evidence-based guidelines and therapies.

Christian
Robinson, CPA - Director Nominee

    ●
    Financial
    Oversight: Given KindlyMD’s diversified services and data management, Christian’s vast experience in managing finances,
    ensuring compliance (such as with SOX), and overseeing SEC reporting is pivotal for financial stability and regulatory adherence.

    ●
    Strategic
    Planning: His experience with startups, particularly in the medical cannabis industry, resonates with KindlyMD’s approach
    to alternative treatments and may offer valuable insights into both strategic financial planning and industry-specific nuances.

    ●
    Compliance
    and Reporting: Ensuring that KindlyMD adheres to financial regulations and maintains transparent communication with investors
    and stakeholders will be crucial, especially in light of the company’s collection and management of sensitive patient data
    and its varied revenue streams (subscription, fee-for-service, etc).

Gary
Seelhorst, MS, MBA - Director Nominee

    ●
    Pharmaceutical
    Insight: Given that KindlyMD is tackling challenges with prescription medication use, Gary’s 25-year background in Pharmaceuticals
    and Healthcare is invaluable for navigating the pharmaceutical landscape, especially regarding non-opioid alternatives.

    ●
    Strategic
    Business Development: His business development role during the growth phase at Imprimis/Harrow Health, and his MBA with a focus
    on finance, could be crucial in aiding KindlyMD to strategically navigate its expansion strategies and potentially increase its service
    portfolio or market share.

    ●
    Clinical
    Development & Corporate Strategies: His varied roles in both clinical and corporate development offer a balanced perspective
    that is particularly useful in ensuring that KindlyMD’s clinical and corporate strategies are aligned, sustainable, and optimized
    for both patient outcomes and business growth.

In
summary, the integration of these professionals into KindlyMD’s leadership aligns well with the company’s multifaceted approach
to tackling the opioid crisis through direct healthcare provision, alternative treatment methodologies, and comprehensive data management.
Each nominee brings a specific skill set - clinical expertise (Dr. Powell), financial and compliance management (Mr. Robinson), and a
blend of pharmaceutical insight and strategic development (Mr. Seelhorst) - that can holistically contribute to navigating the regulatory,
clinical, financial, and strategic challenges and opportunities within the healthcare and data sectors in which KindlyMD operates.

We
have updated the Registration Statement on page 47 to include this reasoning.

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 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.

Response:
We amended our corporate bylaws in June 2023 to eliminate this conflict and filed the Restated Bylaws as Exhibit 3.6 to the Draft Registration
Statement filed on June 20, 2023.

Thank
you for your assistance and review; we look forward to resolving any further comments or questions. Please reach out to our legal counsel,
Callie Jones, at (801)303-5721 with any additional comments.

Sincerely,

  Kindly MD, Inc.

  /s/ Tim Pickett

  Tim Pickett

  Chief Executive Officer

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.

CORRESP
1
filename1.htm

September
20, 2023

Via
Edgar Submission

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Industrial Application and Services

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Kindly
    MD, Inc.

    Draft
Registration Statement on Form S-1

    Submitted July 26, 2023

    CIK
    No. 0001946573

Ladies
and Gentlemen:

Kindly
MD, Inc. (the “Company”) provides the following response (the “Response Letter”) to the comments contained in
the letter (the “Comment Letter”) of the staff of the Division of Corporation Finance (the “Staff”) of the U.S.
Securities and Exchange Commission (the “Commission”) dated August 14, 2023, relating to the above-referenced filing.

In
response to the following enumerated comments in the Comment Letter, we respectfully submit the following responses:

Draft
Registration Statement on Form S-1Amendment No. 2

1.
We note your response to previous comment 13 and re-issue the comment in part. In your description of your 2023 operational plan, you
note that “[a]t present, [y]our operations are solely based in Utah and [you] have not currently targeted or planned specific expansion
into other states.” However, your disclosure also states that you “hope to be able to enter four new markets in the twelve
calendar months following the closing of the Offering.” We also note that your Growth Strategy section on page 5 of the Prospectus
states that “[t]he markets that [you] intend to explore and evaluate include North Carolina, Texas, Florida, Pennsylvania, among
further expansion in Utah.” Please reconcile your disclosure regarding your twelve calendar month timeline and intended exploration
of those specific markets with your statement that you have not currently targeted or planned specific expansion into other states.

Response:
We have updated the Registration Statement universally to disclose that the Company has no expansion plans outside the state of Utah
currently. Please see pages 12, 35 and 45.

2.
We note your response to previous comment 13 and we refer you to our comment above. We note your current growth plans and your disclosure
that you hope to be able to enter four new markets in the twelve calendar months following the closing of the Offering. Please revise
to clarify your disclosures and include the appropriate regulatory disclosures in this section if you elect to include disclosures regarding
your entry into the new four markets. As appropriate, revise to include risk factor disclosures regarding the uncertainty of entering
into these markers.

Response:
We have updated the Registration Statement universally to disclose that the Company has no expansion plans outside the state of Utah
currently. Please see pages 12, 35 and 45. Because there are no expansion plans, we have not included any new risk factors regarding
expansion.

Please
note that we have filed this Registration publicly on Form S-1 instead of as a Draft Registration Statement. We appreciate your time
and attention in your review.

Thank
you for your assistance and review; we look forward to resolving any further comments or questions. Please reach out to our legal counsel,
Callie Jones, at (801)303-5721 with any additional comments.

Sincerely,

    Kindly
    MD, Inc.

    /s/
    Tim Pickett

    Tim
    Pickett

    Chief
    Executive Officer

United States securities and exchange commission logo
August 14, 2023
Timothy Pickett
Chief Executive Officer
Kindly MD, Inc.
230 W 400 South
Suite 201
Salt Lake City, UT 84104
Re:Kindly MD, Inc.
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted July 26, 2023
CIK No. 0001946573
Dear Timothy Pickett:
            We have reviewed your amended 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.
Amendment No. 2 to Draft Registration Statement on Form S-1
Plan of Operation , page 35
1.We note your response to previous comment 13 and re-issue the comment in part. In your
description of your 2023 operational plan, you note that "[a]t present, [y]our operations
are solely based in Utah and [you] have not currently targeted or planned specific
expansion into other states." However, your disclosure also states that you "hope to be
able to enter four new markets in the twelve calendar months following the closing of the
Offering." We also note that your Growth Strategy section on page 5 of the Prospectus
states that "[t]he markets that [you] intend to explore and evaluate include North Carolina,
Texas, Florida, Pennsylvania, among further expansion in Utah." Please reconcile your

 FirstName LastNameTimothy  Pickett
 Comapany NameKindly MD, Inc.
 August 14, 2023 Page 2
 FirstName LastName
Timothy  Pickett
Kindly MD, Inc.
August 14, 2023
Page 2
disclosure regarding your twelve calendar month timeline and intended exploration of
those specific markets with your statement that you have not currently targeted or planned
specific expansion into other states.
Government Regulation, page 42
2.We note your response to previous comment 13 and we refer you to our comment
above. We note your current growth plans and your disclosure that you hope to be able to
enter four new markets in the twelve calendar months following the closing of the
Offering. Please revise to clarify your disclosures and include the appropriate regulatory
disclosures in this section if you elect to include disclosures regarding your entry into the
new four markets. As appropriate, revise to include risk factor disclosures regarding the
uncertainty of entering into these markers.
            You may 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.

United States securities and exchange commission logo
July 6, 2023
Timothy Pickett
Chief Executive Officer
Kindly MD, Inc.
230 W 400 South
Suite 201
Salt Lake City, UT 84104
Re:Kindly MD, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted June 20, 2023
CIK No. 0001946573
Dear Timothy Pickett:
            We have reviewed your amended 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.

 FirstName LastNameTimothy  Pickett
 Comapany NameKindly MD, Inc.
 July 6, 2023 Page 2
 FirstName LastName
Timothy  Pickett
Kindly MD, Inc.
July 6, 2023
Page 2
Amendment No. 1 to Draft Registration Statement submitted June 20, 2023
Cover Page
1.We note your revisions in response to our prior comment 2 and reissue in part. Please
revise your cover page to identify Mr. Pickett as your controlling shareholder and the
amount of voting power the controlling stockholder will own following the completion of
the offering.
Prospectus Summary, page 4
2.We note your response to prior comment 4.  Please further revise to balance your
disclosure by clarifying that there is no assurance that your services and products will be
"ending the opioid crisis."
3.We note your revisions in response to our prior comment 4 and reissue in part. Please
revise your summary to disclose your accumulated deficit.
Risk Factors, page 10
4.We note your revisions in response to our prior comment 7 and reissue in part. We note
that there are still duplicates of the risk factors titled "We have broad discretion in the use
of our cash, cash equivalents, and investments, including the net proceeds from this
offering, and may not use them effectively" on pages 18 and 21 and "There could be
unidentified risks involved with an investment in our securities" on pages 19 and 22.
Please revise to remove the duplicative risk factors.
Risks Associated with Our Industries, page 16
5.The descriptions of the risks associated with your industries in this sub-section is general
in nature and could relate to any company.  Please revise to fully describe the risks
associated with your industries with more specificity.
Information Regarding Forward-Looking Statements, page 23
6.We note your revisions in response to our prior comment 10 and reissue in part.  We note
your statement that investors "should not place undue reliance on these forward-looking
statements." Please revise this statement to eliminate any implication that investors are not
entitled to rely on the information included in the registration statement.

 FirstName LastNameTimothy  Pickett
 Comapany NameKindly MD, Inc.
 July 6, 2023 Page 3
 FirstName LastName
Timothy  Pickett
Kindly MD, Inc.
July 6, 2023
Page 3
Use of Proceeds, page 24
7.We note your revisions in response to our prior comment 12 and reissue in part. We note
that your estimate an acquisition price of approximately $1 million to acquire two existing
clinics. Please clarify whether this estimate is for each clinic, or whether the $1 million
purchase price is meant to be allocated between the two clinics. Please also disclose how
you determined the purchase price estimate when you have not yet identified any specific
acquisitions.
Results of Operations, page 34
8.Please disclose on page 35 why your 2023 personnel expenses increased by 63%
compared to the March 31, 2022 period whereas revenue only increased by 30%. Clearly
disclose whether this expense category is entirely comprised of compensation for
employees that directly provide healthcare services to patients. Explain why you were not
able to increase the pricing of your services commensurate with the substantial increase in
your personnel costs. See Item 303(c) of Regulation S-K.
Business, page 36
9.We note your graphic on page 37. Please revise to provide narrative disclosure that clearly
explains the context for the graphic. To the extent that this reflects actual data collected
from your patients, please provide appropriate context for the data, including how it was
was collected.
10.We note your revisions in response to our prior comment 21. We note that you
partner with local healthcare clinics and product manufacturers in geographic markets to
maximize your ability to increase service and product offerings to more individuals.
Please revise this section to provide more detailed descriptions of your arrangements in
these service affiliate agreements, including the nature of the agreements and the material
terms. Please file any material agreements related to such engagement as an exhibit.

 FirstName LastNameTimothy  Pickett
 Comapany NameKindly MD, Inc.
 July 6, 2023 Page 4
 FirstName LastName
Timothy  Pickett
Kindly MD, Inc.
July 6, 2023
Page 4
Retail Sales of Dietary Products, page 40
11.We note your revisions in response to our prior comment 21 and reissue in part. Please
expand your disclosure to describe each of your three gummy products, and to provide
further detail regarding the approval and registration process with the Department of
Agriculture, including what steps are required, any dosage limits, or ongoing approval or
registration requirements. With regard to the supply and manufacture of your gummy
products, please also disclose the material terms of your arrangement with the licensed
manufacturer, including whether you have entered into any material agreements, and
information regarding the license held by the manufacturer. Further, please revise your
Government Regulation section to discuss the regulations governing the manufacture and
distribution of your gummy products, and please consider inserting risk factor disclosure
regarding any risks or uncertainties related to these regulations or your ability to satisfy
them.
Government Regulation, page 42
12.We reissue comment 23. We note brief summaries regarding the government regulations
affecting your business added to page 42. Please revise to provide a more detailed
description of the regulations you are subject to so that investors can understand the
regulatory framework you must navigate to conduct your business. In doing so, please
disclose the applicable regulations and regulatory agencies by name, and please discuss
how you comply with those regulations.
13.We note your revisions in response to our prior comment 24 and reissue in part. We note
that you have not currently targeted or planned specific expansion into other states.
However, we also note your intent to evaluate and explore North Carolina, Texas, Florida
and Pennsylvania, with the hope to enter four new markets in the twelve calendar months
following the closing of the Offering. In light of the intended timeframe, 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.
14.We note disclosure on page 33 where you state that you anticipate slower growth in 2023
due to "limiting legislation."  Revise this section to describe the limiting legislation you
refer to, and, as appropriate, include a related risk factor to disclose the attendant risks of
such legislation to your business and plan of operation.
Management, page 43
15.We note your revisions in response to our prior comment 25 and reissue in part. Please
revise to clarify Mr. Cox's position and role for IS Acquisitions and Analytics and when
he joined KindlyMD.

 FirstName LastNameTimothy  Pickett
 Comapany NameKindly MD, Inc.
 July 6, 2023 Page 5
 FirstName LastName
Timothy  Pickett
Kindly MD, Inc.
July 6, 2023
Page 5
Executive Compensation, page 48
16.We note your revisions in response to our prior comment 26 and reissue in part. We note
that Messrs. Cox and Barrera both joined KindlyMD partway through your fiscal year
2022. Please advise us how your disclosure complies with Item 402(m)(2)(iii) of
Regulation S-K.
            You may 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 Jordan Nimitz at 202-551-5831 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.

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.

 FirstName LastNameTimothy  Pickett
 Comapany NameKindly MD, Inc.
 May 26, 2023 Page 2
 FirstName LastNameTimothy  Pickett
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."

 FirstName LastNameTimothy  Pickett
 Comapany NameKindly MD, Inc.
 May 26, 2023 Page 3
 FirstName LastNameTimothy  Pickett
Kindly MD, Inc.
May 26, 2023
Page 3

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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 Comapany NameKindly MD, Inc.
 May 26, 2023 Page 4
 FirstName LastNameTimothy  Pickett
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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 Comapany NameKindly MD, Inc.
 May 26, 2023 Page 5
 FirstName LastNameTimothy  Pickett
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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 Comapany NameKindly MD, Inc.
 May 26, 2023 Page 6
 FirstName LastNameTimothy  Pickett
Kindly MD, Inc.
May 26, 2023
Page 6
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