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.
 Timothy Pickett
FirstName
Kindly MD,LastNameTimothy  Pickett
            Inc.
Comapany
May        NameKindly MD, Inc.
     26, 2023
May 26,
Page 2 2023 Page 2
FirstName LastName
         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."
 Timothy Pickett
FirstName
Kindly MD,LastNameTimothy  Pickett
            Inc.
Comapany
May        NameKindly MD, Inc.
     26, 2023
May 26,
Page 3 2023 Page 3
FirstName LastName




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

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
owned and
         managed by Tim Pickett, and your footnote (b), which states that Mr.
Pickett's
 Timothy Pickett
FirstName
Kindly MD,LastNameTimothy  Pickett
            Inc.
Comapany
May        NameKindly MD, Inc.
     26, 2023
May 26,
Page 7 2023 Page 7
FirstName LastName
         compensation includes the amounts paid to a related entity. Please
revise your footnote
         disclosure to clarify the amount of compensation paid to Mr. Pickett
and the amount paid
         to Wade River, LLC.
Item 15: Recent Sales of Unregistered Securities, page II-2

29.      Please disclose the nature and the amount of consideration paid for
the shares issued in
         your disclosed private placement transactions. See Item 701(c) of
Regulation S-K.
General

30.      Please ensure each exhibit is in the proper text-searchable format.
See Rules 301 and 304
         of Regulation S-T. For example, we note Exhibits 3.4, 10.1, 10.4 and
10.5.
31.      We note that your exclusive forum provision in Section 11.01 of your
corporate bylaws
         identifies the state and federal courts located within Salt Lake
County, Utah as the
         exclusive forum for certain litigation, including any    derivative
action.    Please disclose
         whether this provision applies to actions arising under the Securities
Act or Exchange Act.
         In that regard, we note that Section 27 of the Exchange Act creates
exclusive federal
         jurisdiction over all suits brought to enforce any duty or liability
created by the Exchange
         Act or the rules and regulations thereunder, and 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 and
regulations thereunder. If the
         provision applies to Securities Act claims, please also revise your
prospectus to state that
         there is uncertainty as to whether a court would enforce such
provision and that investors
         cannot waive compliance with the federal securities laws and the rules
and regulations
         thereunder. 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.
32.      Please supplementally provide us with copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communications.




       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.
 Timothy Pickett
Kindly MD, Inc.
May 26, 2023
Page 8



                                       Sincerely,

FirstName LastNameTimothy Pickett      Division of Corporation Finance
                                       Office of Industrial Applications and
Comapany NameKindly MD, Inc.
                                       Services
May 26, 2023 Page 8
cc:       Callie Tempest Jones, Esq.
FirstName LastName