Kindly MD Inc
For the period ended Jun 30, 2024. Filed Aug 14, 2024.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2024 · Filed Aug 14, 2024
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-03-31; filed 2024-06-27.
0001493152-24-025464
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-06-30; filed 2024-08-14.
0001493152-24-031760
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 50 previous paragraphs and 58 current paragraphs.
29 unchanged; 14 reworded; 12 added; 7 removed; 0 previous and 3 current paragraphs rearranged.
Tables are not compared: 4 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (12)
Current report
The Company earned $91,553 in reimbursements from insurance payers during the three months ending June 30, 2024, which is a 163.7% increase over the $34,722 earned for the three months ending March 31, 2024. The Company earned $0 during the three and six months ended June 30, 2023.
Current report
Other Income (Expense)
Current report
Net other expenses increased by $287,341, or 5,886.9%, to $282,460 for the three months ended June 30, 2024, from net other income of $4,881 for the three months ended June 30, 2023. The increase in net other expenses is primarily attributable to the following:
Current report
Net loss per share decreased by $0.13, or 100.0%, to $(0.26) for the three months ended June 30, 2024, compared to $(0.13) for the three months ended June 30, 2023. KindlyMD management strives to look for opportunities to optimize revenue by increasing sales, acquiring additional clinics, improving margins, and controlling ongoing operating expenses.
Current report
Comparison of the Six Months Ended June 30, 2024 and 2023
Current report
Revenues
Current report
The Company earned $91,553 in reimbursements from insurance payers during the three months ending June 30, 2024, which is a 163.7% increase over the $34,722 earned for the three months ending March 31, 2024. The Company earned $126,325 in reimbursements from insurance payers during the six months ended June 30, 2024, and $0 during the three and six months ended June 30, 2023.
Current report
Operating Expenses
Current report
Operating expenses decreased by $203,971, or 6.9%, to $2,742,406 for the six months ended June 30, 2024, from $2,946,377 for the six months ended June 30, 2023. The decrease in operating expenses is primarily attributable to the following:
Current report
Other Income (Expense)
Current report
Net other expenses increased by $356,766, or 1,225.7%, to $327,659 for the six months ended June 30, 2024, from net other income of $29,107 for the six months ended June 30, 2023. The increase in net other expenses is primarily attributable to the following:
Removed paragraphs (7)
Previous report
Bridge Financings
Previous report
On January 24, 2024, we entered into a securities purchase agreement in a private placement transaction with a certain accredited investor (“Bridge Lender”), pursuant to which the Company issued and sold to the Bridge Lender a 10% OID promissory note in the principal amount of $55,556 for total cash proceeds of $45,000. The note bears interest at a rate of 10% per annum and matures on January 24, 2025. If an event of default occurs, then the interest rate will increase to 15%, or the maximum amount permitted by law. The note contains customary covenants and events of default for a loan of this type.
Previous report
In connection with the issuance of the 10% OID promissory note, we entered into a separate securities purchase agreement with the Bridge Lender, which includes the registration rights for common shares to be issued to the Bridge Lender. Should the Company undertake an IPO before the maturity date, the note holder is to receive (i) equity shares equal to the principal amount at the IPO share price, and (ii) repayment of the principal and accrued interest in cash. The note contains customary covenants and events of default for a loan of this type.
Previous report
Other Income
Previous report
Other income decreased by $12,186, or 50.3%, to $12,040 for the three months ended March 31, 2024, from $24,226 for the three months ended March 31, 2023. This decrease is primarily attributable to lower income from affiliate programs and educational partnerships during the period.
Previous report
Interest Expense
Previous report
Interest expense was $57,239 for the three months ended March 31, 2024. Interest expense is primarily attributable to accrued interest of notes payable of $9,881 and amortization of debt discounts of $47,358. As of March 31, 2024, the remaining debt discount balance on notes payable totaled $336,721, which will be amortized to interest expense over the respective term of the notes using the effective interest method. As a result of the IPO on June 3, 2024, the majority of the remaining debt discount balance will be recognized to interest expense next quarter.
Reworded paragraphs (14)
Previous wording
These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in “Risk Factors” included in our Annual Report on Form S-1/A for the year ended December 31, 2023, as filed with the SEC on May 9, 2024. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.
Current wording
These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in “Risk Factors” included in our Registration Statement on Form S-1/A for the year ended December 31, 2023, as filed with the SEC on May 9, 2024. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.
Previous wording
On June 3, 2024, the IPO was completed, resulting in the issuance of 1,240,910 units. In addition, the underwriters partially exercised its over-allotment option, resulting in the issuance of 76,538 tradeable warrants and 76,538 non-tradeable warrants. As a result of the IPO, the Company received gross proceeds of approximately $6.8 million before deducting underwriting discounts and offering expenses. After deducting these and other offering expenses, the Company received net proceeds of approximately $6.0 million.
Current wording
On June 3, 2024, the IPO was completed, resulting in the issuance of 1,240,910 units. In addition, the underwriters partially exercised its over-allotment option, resulting in the issuance of 76,538 tradeable warrants and 76,538 non-tradeable warrants. As a result of the IPO, the Company received gross proceeds of approximately $6.8 million before deducting underwriting discounts and offering expenses. After deducting these and other offering expenses, the Company received net proceeds of approximately $5.9 million.
Previous wording
On June 3, 2024, the Company repaid all outstanding 10% OID promissory notes totaling $463,534 (including both principal and accrued interest) and issued each note holder common stock equal to the principal amount of the notes at the IPO price of $5.50 per share, totaling 80,808 shares of restricted common stock. These shares are subject to a 90-day lock-up agreement from the date of issuance. Consequently, the corresponding derivative liability was extinguished.
Current wording
On June 3, 2024, the Company repaid all outstanding 10% OID promissory notes totaling $463,534 (including both principal and accrued interest) and issued each note holder common stock equal to the principal amount of the notes at the IPO price of $5.50 per share, totaling 80,808 shares of restricted common stock, with a fair value of $214,949 or $2.66 per share. These shares are subject to a 90-day lock-up agreement from the date of issuance. Consequently, the corresponding derivative liability was extinguished.
Previous wording
The common stock and tradeable warrants is trading on the Nasdaq Capital Market, under the symbols “KDLY” and “KDLYW,” respectively.
Current wording
The common stock and tradeable warrants are trading on the Nasdaq Capital Market, under the symbols “KDLY” and “KDLYW,” respectively.
Previous wording
Revenues decreased by $331,316, or 28.6%, to $829,029 for the three months ended March 31, 2024, from $1,160,345 for the three months ended March 31, 2023. The decrease in revenues is primarily attributed to a decrease in cash-pay patient care services as KindlyMD shifts to insurance billing with commercial and governmental payers including Medicare, Medicaid, Select Health, Blue Cross Blue Shield, and other commercial payers compared to the prior period.
Current wording
Revenues decreased by $340,481, or 34.8%, to $639,057 for the three months ended June 30, 2024, from $979,538 for the three months ended June 30, 2023. The decrease in revenues is primarily attributed to a decrease in cash-pay patient care services as KindlyMD continues to shift toward insurance billing with commercial and governmental payers including Medicare, Medicaid, Select Health, Blue Cross Blue Shield, Cigna, and other commercial payers compared to the prior period.
Previous wording
Operating expenses decreased by $299,394, or 21.9%, to $1,066,156 for the three months ended March 31, 2024, from $1,365,550 for the three months ended March 31, 2023. The decrease in operating expenses is primarily attributable to the following:
Current wording
Operating expenses increased by $95,423, or 6.0%, to $1,676,250 for the three months ended June 30, 2024, from $1,580,827 for the three months ended June 30, 2023. The increase in operating expenses is primarily attributable to the following:
Previous wording
As a result of the cumulative effect of the factors described above, our net loss was $282,326 for the three months ended March 31, 2024, compared to $180,979 for the three months ended March 31, 2023.
Current wording
As a result of the cumulative effect of the factors described above, our net loss was $1,319,653 for the three months ended June 30, 2024, compared to $596,408 for the three months ended June 30, 2023.
Previous wording
Net loss per share decreased by $0.02, or 50%, to $(0.06) for the three months ended March 31, 2024, compared to $(0.04) for the three months ended March 31, 2023. Management continues to look for opportunities to increase sales, acquire additional clinics, improve margins, and control ongoing operating expenses.
Current wording
Net loss per share decreased by $0.16, or 94.1%, to $(0.33) for the six months ended June 30, 2024, compared to $(0.17) for the six months ended June 30, 2023. Management continues to look for opportunities to increase sales, acquire additional clinics, improve margins, and control ongoing operating expenses.
Previous wording
As of March 31, 2024, we had cash and cash equivalents of $287,383 and total working capital deficit of $505,419. For the three months ended March 31, 2024, the Company incurred an operating loss of $237,127, and used cash flows in operating activities of $213,439.
Current wording
As of June 30, 2024, we had cash and cash equivalents of $4,740,006 and total working capital of $4,111,725. For the six months ended June 30, 2024, the Company incurred an operating loss of $1,274,320, and used cash flows in operating activities of $1,126,976.
Previous wording
To date, we have financed our operations primarily through revenues generated from operations and cash proceeds from financing activities. As discussed above, on June 3, 2024, we completed IPO through the issuance of common stock and warrants for total net proceeds of $6.02 million. The IPO provided the Company with adequate liquidity and cash reserves to meet our obligations for at least the 12-month period following the date of this report, and to assist us in implementing our strategic operational business plans to create sustained cash flow generation thereafter.
Current wording
To date, we have financed our operations primarily through revenues generated from operations and cash proceeds from financing activities. As discussed above, on June 3, 2024, we completed IPO through the issuance of common stock and warrants for total net proceeds of $6.02 million. The IPO provided the Company with adequate liquidity and cash reserves to meet our obligations for at least the 12-month period following the date of this report, and to facilitate our strategic operational business plans to create sustained cash flow generation.
Previous wording
Net cash used in operating activities was $238,117 for the three months ended March 31, 2024, as compared to net cash provided by operating activities of $167,100 for the three months ended March 31, 2023. Significant factors affecting the decrease in net cash provided by operating activities were primarily a result of the net loss during the period and decreased accounts payable and accrued expenses, which was partially offset by decreased accounts receivable and inventory.
Current wording
Net cash used in operating activities was $1,126,976 for the six months ended June 30, 2024, as compared to $274,964 for the six months ended June 30, 2023. The decrease in net cash used in operating activities was primarily a result of the net loss during the period.
Previous wording
Net cash used in investing activities was $11,182 for the three months ended March 31, 2024, as compared to $12,695 for the three months ended March 31, 2023. The decrease in cash used in investing activities is primarily attributed to decreased capital expenditures during the period.
Current wording
Net cash used in investing activities was $11,182 for the six months ended June 30, 2024, as compared to $14,420 for the six months ended June 30, 2023. The decrease in cash used in investing activities is primarily attributed to decreased capital expenditures during the period.
Previous wording
Net cash used in financing activities was $13,496 for the three months ended March 31, 2024, as compared to $10,000 for the three months ended March 31, 2023. The increase in cash used in financing activities is primarily attributed to increased repayments of notes payable, offset by the issuance of a 10% OID promissory note during the period.
Current wording
Net cash provided by financing activities was $5,352,664 for the six months ended June 30, 2024, as compared to $213,091 for the six months ended June 30, 2023. The increase in net cash provided by financing activities is primarily attributed to the $5.9 million of net proceeds received in the public offering, offset by repayments of notes payable.
Previous wording
As a result of these cash flow activities, our net cash decreased by $238,117, or 45.3%, from $525,500 as of December 31, 2023, to $287,383 as of March 31, 2024.
Current wording
As a result of these cash flow activities, our net cash increased by $4,214,506, or 802.0%, from $525,500 as of December 31, 2023, to $4,740,006 as of June 30, 2024.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
The following table sets forth key components of our results of operations during the six months ended June 30, 2024 and 2023, both in dollars and as a percentage of our revenues:
Current report — wording carried from elsewhere
Revenues decreased by $671,797, or 31.4%, to $1,468,086 for the six months ended June 30, 2024, from $2,139,883 for the six months ended June 30, 2023. The decrease in revenues is primarily attributed to a decrease in cash-pay patient care services as KindlyMD continues to shift toward insurance billing with commercial and governmental payers including Medicare, Medicaid, Select Health, Blue Cross Blue Shield, and other commercial payers compared to the prior period.
Current report — wording carried from elsewhere
As a result of the cumulative effect of the factors described above, our net loss was $1,601,979 for the six months ended June 30, 2024, compared to $777,387 for the six months ended June 30, 2023.