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    Kindly MD Inc. filed SEC Form 8-K: Regulation FD Disclosure, Other Events, Financial Statements and Exhibits

    10/15/24 9:20:17 AM ET
    $KDLY
    Medical/Nursing Services
    Health Care
    Get the next $KDLY alert in real time by email
    false 0001946573 0001946573 2024-10-15 2024-10-15 0001946573 KDLY:CommonStockParValue0.001PerShareMember 2024-10-15 2024-10-15 0001946573 KDLY:TradeableWarrantsToPurchaseSharesOfCommonStockParValue0.001PerShareMember 2024-10-15 2024-10-15 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C.

     

     

     

    FORM 8-K

     

     

     

    CURRENT REPORT

    PURSUANT TO SECTION 13 OR 15(d) OF THE

    SECURITIES EXCHANGE ACT OF 1934

     

    Date of Report (Date of earliest event reported): October 15, 2024

     

    Kindly MD, Inc.

     

    (Exact name of registrant as specified in its charter)

     

    001-42103   84-3829824

    (Commission

    File Number)

     

    (IRS Employer

    Identification Number)

     

    5097 South 900 East, Suite 100, Salt Lake City, UT   84117
    (Address of Principal Executive Offices)   (Zip Code)

     

    (385) 388-8220

    (Registrant’s telephone number, including area code)

     

    N/A

    (Former name or former address, if changed since last report)

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     

    ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
       
    ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
       
    ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))
       
    ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

     

    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

     

     

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

     

    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. ☐

     

     

     

     
     

     

    Item 7.01 Regulation FD Disclosure

     

    On October 15, 2024, Kindly MD, Inc. (the “Company”) issued a press release regarding the Stock Repurchase Program described in Item 8.01. A copy of the press release is attached hereto as Exhibit 99.1.

     

    Exhibit 99.1 contains forward-looking statements. These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed in these forward-looking statements.

     

    The information in this Item 8.01 are deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act. The information set forth in this Item 8.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

     

    Item 8.01 Other Events

     

    Stock Repurchase Program Approval

     

    On October 15, 2024, the members of the Board of Directors of the Company approved the adoption of a Stock Repurchase Program through which the Company may purchase up to $500,000 worth of shares of its common stock from time to time, as market conditions warrant.

     

    The Company’s repurchases may be made in the open market, in privately negotiated transactions, or otherwise in accordance with applicable securities laws and other requirements. The amount and timing of any repurchases will be determined at management’s discretion and depend on a variety of factors, including business, economic and market conditions, regulatory requirements, prevailing stock prices and other considerations. The share repurchase program has no time limit, does not obligate the Company to repurchase any dollar amount or number of shares of common stock, and may be amended, suspended or discontinued at any time.

     

    The Company will engage a broker-dealer to effect this repurchase plan and will abide by the safe harbor requirements in Section 10b-18 of the Securities Exchange Act of 1934.

     

    Item 9.01 Exhibits.

     

    Exhibit No.   Description
    99.1   Press Release dated October 15, 2024
    104   Cover Page Interactive Data File (embedded within the Inline XBRL Document)

     

     
     

     

    SIGNATURES

     

    Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunder duly authorized.

     

      KINDLY MD, INC.
         
    Dated: October 15, 2024 By: /s/ Tim Pickett
        Tim Pickett
        Chief Executive Officer

     

     

     

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