KindlyMD (KDLY) has filed the following:
This is the initial public offering of 1,272,727 units (each a “Unit” and collectively, the “Units”) of Kindly MD, Inc. (the “Company,” “KindlyMD,” “we,” “our,” or “us”). The initial public offering price of our Units is $5.50 per Unit. Each Unit consist of one share of our common stock with no par value (“Common Stock”), one tradeable warrant (each, a “Tradeable Warrant,” collectively, the “Tradeable Warrants”) to purchase one share of Common Stock at an exercise price of $6.33 per share, and one non-tradeable warrant to purchase one-half of one share of Common Stock (each, a “Non-tradeable Warrant,” collectively, the “Non-tradeable Warrants”; together with the Tradeable Warrants, each a “Warrant,” collectively, the “Warrants”) at an exercise price of $6.33 per share. The Units have no stand-alone rights and will not be certificated or issued as stand-alone securities. The shares of our Common Stock and the Warrants comprising the Units are immediately separable upon issuance and will be issued separately in this offering. Each Warrant offered as part of this offering is immediately exercisable upon issuance, and will expire five years from the date of issuance.
The Warrants will be issued in book-entry form pursuant to a warrant agency agreement (the “Warrant Agent Agreement”) between us and VStock Transfer, LLC, who will be acting as the warrant agent (the “Warrant Agent”).
Prior to this offering, there has been no public market for our Common Stock or Tradeable Warrants. In connection with this offering, we have applied to have our Common Stock and Tradeable Warrants listed on the Nasdaq Capital Market under the symbols “KDLY” and “KDLYW,” respectively. This offering is contingent upon final approval of our listing application with The Nasdaq Stock Market LLC (“Nasdaq”). There can be no assurance that we will be successful in listing our Common Stock and Tradeable Warrants on The Nasdaq Capital Market. We have not and do not intend to apply for listing of the Non-Tradeable Warrants on any exchange or market.
In addition, we have registered an aggregate of 1,617,039 shares of our common stock for resale by certain selling stockholders by means of the Selling Stockholder Prospectus. Sales of the shares of our common stock registered in this prospectus and the Selling Stockholder Prospectus may result in two offerings taking place concurrently which might affect price, demand, and liquidity of our common stock.