true
FY
0001946573
0001946573
2024-01-01
2024-12-31
0001946573
KDLY:CommonStockParValue0.001PerShareMember
2024-01-01
2024-12-31
0001946573
KDLY:TradeableWarrantsToPurchaseSharesOfCommonStockParValue0.001PerShareMember
2024-01-01
2024-12-31
0001946573
2024-06-30
0001946573
2025-03-27
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
xbrli:pure
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
(Amendment No. 1)
(Mark One)
| ☒ |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended: December 31, 2024
| ☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _______________________
to ____________________________________
Commission File Number: 001-42103
KINDLY
MD, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Utah |
|
84-3829824 |
|
(State or Other Jurisdiction of
Incorporation or Organization) |
|
(I.R.S. Employer
Identification No.) |
5097 South 900 East Suite 100, Salt Lake City,
UT 84117
(Address of Principal Executive Offices)
(385) 388-8220
(Registrant’s telephone number, including area
code)
SECURITIES REGISTERED PURSUANT
TO SECTION 12(B) OF THE ACT:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.001 per share |
|
KDLY |
|
The Nasdaq Stock Market LLC |
| Tradeable Warrants to purchase shares of Common Stock, par value $0.001 per share |
|
KDLYW |
|
The Nasdaq Stock Market LLC |
Securities registered pursuant to Section 12(g) of
the Act: None
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.
☐
Yes ☒ No
Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or Section 15(d) of the Act.
☐
Yes ☒ No
Indicate by check mark whether the registrant (1)
has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
☒
Yes ☐ No
Indicate by check mark whether the registrant has
submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit such files).
☒
Yes ☐ No
Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See
the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and
“emerging growth company” in Rule 12b-2 of the Exchange Act.:
| Large accelerated filer |
☐ |
Accelerated filer |
☐ |
| Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
| |
|
Emerging growth company |
☒ |
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
If securities are registered pursuant to Section 12(b)
of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of
an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act).
☐
Yes ☒ No
The aggregate market value of the voting and non-voting
stock held by non-affiliates was approximately $8.1 million as of June 30, 2024, based upon a bid price of $2.75 per share for the registrant’s
common stock on such date. Shares of the registrant’s common stock held by each executive officer and director and by each person
who beneficially owns 10 percent or more of the registrant’s outstanding common stock have been excluded in that such persons may
be deemed to be “affiliates” of the registrant for purposes of the above calculation. This determination of affiliate status
is not a conclusive determination for other purposes.
On March 27, 2025, a total of 6,029,648 shares
of our common stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The Annual Report on Form 10-K filed by Kindly MD,
Inc., filed with the United States Securities and Exchange Commission on March 28, 2025, is hereby incorporated by reference in its entirety
(including into Parts I, II, and III).
EXPLANATORY NOTE
Kindly MD, Inc. (the “Company”)
is filing this Amendment No. 1 on Form 10-K/A for the year ended December 31, 2024, solely to file the Company’s Clawback Policy
adopted by the Company’s Board of Directors on or about April 16, 2025, as Exhibit 97.1, and update the Exhibit Index. No other
changes have been made to the Company’s Annual Report on Form 10-K that was originally filed with the United States Securities and
Exchange Commission on April 14, 2025 (the “Original 10-K”), and the Original 10-K is incorporated by reference herein.
Item 15. Exhibits, Financial Statement Schedules.
(a)(3) Exhibits:
The exhibits listed on the Exhibit Index (following
the signatures section of this report) are included, or incorporated by reference, in this annual report.
(b) Exhibits:
See Item 15(a)(3) above.
SIGNATURES
Pursuant to the requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
| REGISTRANT |
|
| |
|
|
| KINDLY MD, INC. |
|
| |
|
|
| By: |
/s/ Timothy Pickett |
|
| |
Timothy Pickett |
|
| |
Chief Executive Officer |
|
| |
|
|
| Date: April 17, 2025 |
|
Pursuant to the requirements of
the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the
capacities and on the date indicated.
| Signature |
|
Title |
| |
|
|
|
| /s/ Timothy Pickett |
|
Chief Executive Officer and Director |
| By: |
Timothy Pickett |
|
(principal executive officer) |
| Date: |
April 17, 2025 |
|
|
| |
|
|
|
| /s/ Jared Barrera |
|
Chief Financial Officer |
| By: |
Jared Barrera |
|
(principal financial and accounting officer) |
| Date: |
April 17, 2025 |
|
|
| |
|
|
|
| /s/ Adam Cox |
|
Director |
| By: |
Adam Cox |
|
|
| Date: |
April 17, 2025 |
|
|
| |
|
|
|
| /s/ Amy Powell |
|
Director |
| By: |
Amy Powell |
|
|
| Date: |
April 17, 2025 |
|
|
| |
|
|
|
| /s/ Christian Robinson |
|
Director |
| By: |
Christian Robinson |
|
|
| Date: |
April 17, 2025 |
|
|
| /s/
Gary Seelhorst |
|
Director |
| By: |
Christian Robinson |
|
|
| Date: |
April 17, 2025 |
|
|
EXHIBIT INDEX
| Exhibit Number |
|
Description |
| |
|
|
| 1.1 |
|
Underwriting Agreement dated May 31, 2024 by and between the Registrant and WallachBeth Capital, LLC (incorporated by reference to Exhibit 1.1 to Current Report on Form 8-K filed on June 5, 2024) |
| 3.1 |
|
Certificate of Organization of Utah Therapeutic Health Center, PLLC (incorporated by reference to Exhibit 3.1 to Registration Statement on Form S-1 filed on May 9, 2024) |
| 3.2 |
|
Certificate of Conversion to Utah Therapeutic Health Center, LLC (incorporated by reference to Exhibit 3.2 to Registration Statement on Form S-1 filed on May 9, 2024) |
| 3.3 |
|
Certificate of Conversion to Kindly MD, Inc. (incorporated by reference to Exhibit 3.3 to Registration Statement on Form S-1 filed on May 9, 2024) |
| 3.4 |
|
Amended and Restated Articles of Incorporation of Kindly MD, Inc. (incorporated by reference to Exhibit 3.4 to Registration Statement on Form S-1 filed on May 9, 2024) |
| 3.5 |
|
Bylaws (incorporated by reference to Exhibit 3.5 to Registration Statement on Form S-1 filed on May 9, 2024) |
| 3.6 |
|
Amended and Restated Bylaws (incorporated by reference to Exhibit 3.6 to Registration Statement on Form S-1 filed on May 9, 2024 |
| 4.1 |
|
Description of Securities (incorporated by reference to Exhibit 4.1 to the Annual Report on 10-K filed on March 28, 2025) |
| 10.1 |
|
Incentive Stock Plan (incorporated by reference to Exhibit 10.1 to Registration Statement on Form S-1 filed on May 9, 2024) |
| 10.2+ |
|
Employment Agreement by and between the Company and Timothy Pickett dated May 1, 2022 (incorporated by reference to Exhibit 10.2 to Registration Statement on Form S-1 filed on May 9, 2024) |
| 10.3+ |
|
Consulting Agreement by and between the Company and Wade Rivers, LLC dated January 1, 2021 (incorporated by reference to Exhibit 10.3 to Registration Statement on Form S-1 filed on May 9, 2024) |
| 10.4+ |
|
Employment Agreement by and between the Company and Adam Cox dated May 1, 2022 (incorporated by reference to Exhibit 10.4 to Registration Statement on Form S-1 filed on May 9, 2024) |
| 10.5+ |
|
Compensation Agreement by and between the Company and Jared Barrera dated September 28, 2022 (incorporated by reference to Exhibit 10.5 to Registration Statement on Form S-1 filed on May 9, 2024) |
| 10.6 |
|
Form of Business Associate Agreement (incorporated by reference to Exhibit 10.6 to Registration Statement on Form S-1 filed on May 9, 2024) |
| 10.7 |
|
Securities Purchase Agreement and Note dated December 28, 2023 issued by the Registrant to Steel Anderson (incorporated by reference to Exhibit 10.7 to Registration Statement on Form S-1 filed on May 9, 2024) |
| 10.8 |
|
Securities Purchase Agreement and Note dated December 28, 2023 issued by the Registrant to Abdullah Rasool (incorporated by reference to Exhibit 10.8 to Registration Statement on Form S-1 filed on May 9, 2024) |
| 10.9 |
|
Securities Purchase Agreement and Note dated December 28, 2023 issued by the Registrant to Brianna Moylan (incorporated by reference to Exhibit 10.9 to Registration Statement on Form S-1 filed on May 9, 2024) |
| 10.10 |
|
Securities Purchase Agreement and Note dated December 28, 2023 issued by the Registrant to Jacob Dorfman (incorporated by reference to Exhibit 10.10 to Registration Statement on Form S-1 filed on May 9, 2024) |
| 10.11 |
|
Securities Purchase Agreement and Note dated January 24, 2024 issued by the Registrant to Nowell Sheinwald (incorporated by reference to Exhibit 10.11 to Registration Statement on Form S-1 filed on May 9, 2024) |
| 10.12 |
|
Loan Agreement dated December 26, 2023 between the Registrant and Square Financial Services, Inc. and Bloc, Inc. (incorporated by reference to Exhibit 10.12 to Registration Statement on Form S-1 filed on May 9, 2024) |
| 10.13+ |
|
Independent
Director Agreement dated May 24, 2024 by and between the Registrant and Amy Powell (incorporated by reference to Exhibit 10.1 to
Current Report on Form 8-K filed on May 31, 2024) |
| 10.14+ |
|
Independent
Director Agreement dated May 24, 2024 by and between the Registrant and Christian Robinson (incorporated by reference to Exhibit
10.2 to Current Report on Form 8-K filed on May 31, 2024) |
| 10.15+ |
|
Independent
Director Agreement dated May 24, 2024 by and between the Registrant and Gary Seelhorst (incorporated by reference to Exhibit 10.3
to Current Report on Form 8-K filed on May 31, 2024) |
| 10.16+ |
|
Indemnification
Agreement dated May 31, 2024 by and between the Registrant and Amy Powell (incorporated by reference to Exhibit 10.4 to Current Report
on Form 8-K filed on May 31, 2024) |
| 10.17+ |
|
Indemnification Agreement dated May 31, 2024 by and between the Registrant and Christian Robinson (incorporated by reference to Exhibit 10.5 to Current Report on Form 8-K filed on May 31, 2024) |
| 10.18+ |
|
Indemnification Agreement dated May 31, 2024 by and between the Registrant and Gary Seelhorst (incorporated by reference to Exhibit 10.6 to Current Report on Form 8-K filed on May 31, 2024) |
| 10.19 |
|
Warrant
Agent Agreement dated June 3, 2024 by and between the Registrant and VStock Transfer, LLC (incorporated by reference to Exhibit 10.1
on the Current Report on Form 8-K filed on June 5, 2024) |
| 19.1 |
|
Insider
Trading Policy (incorporated by reference to Exhibit 19.1 to the Annual Report on 10-K filed on March 28, 2025) |
| 21.1 |
|
Subsidiaries
of the Registrant (incorporated by reference to Exhibit 21.1 to the Annual Report on 10-K filed on March 28, 2025) |
| 31.1* |
|
Certification
of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2* |
|
Certification
of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1* |
|
Certification
of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
32.2* |
|
Certification
of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97.1* |
|
Clawback
Policy |
| 101 INS* |
|
Inline XBRL Instance Document |
| 101 SCH* |
|
Inline XBRL Taxonomy Extension Schema Document |
| 101 CAL* |
|
Inline XBRL Taxonomy Calculation Linkbase Document |
| 101 DEF* |
|
Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101 LAB* |
|
Inline XBRL Taxonomy Labels Linkbase Document |
| 101 PRE* |
|
Inline XBRL Taxonomy Presentation Linkbase Document |
| 104* |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed Herewith.
+ Indicates a management contract or any compensatory plan, contract or
arrangement.