Kindly MD Inc

DEF 14A 1 formdef14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Check the appropriate box:

☐Preliminary Proxy Statement

☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒Definitive Proxy Statement

☐Definitive Additional Materials

☐Solicitation Material Under Rule 14a-12

Kindly MD, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒No fee required.

☐Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1. Title of each class of securities to which transaction applies:

2. Aggregate number of securities to which transaction applies:

3. Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11:

4. Proposed maximum aggregate value of transaction:

5. Total fee paid:

☐Fee paid previously with preliminary materials.

☐Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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(2) Form, Schedule or Registration Statement No.:

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(4) Date Filed:

September 17, 2024

Dear KindlyMD Stockholder:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders of Kindly MD, Inc. (“KindlyMD” or “KDLY”). The meeting will be held promptly at 8:30 AM (Mountain Time), on November 08, 2024 at the corporate offices of KindlyMD, 5097 South 900 East, Suite 100, Salt Lake City, Utah, 84117.

Please note that attendance at the Annual Meeting will be limited to stockholders as of the record date (or their authorized representatives) and guests of the Company. Proof of ownership can be a copy of the enclosed proxy card. You may wish to refer to page one of this Proxy Statement for information about voting your proxy, including voting at the Annual Meeting.

The only proposals to be considered at the meeting are those described below and in the accompanying document. At the Annual Meeting, we seek the approval of KindlyMD stockholders in re-electing all five directors and ratifying the selection of the same independent accounting firm. KindlyMD has always maintained an open invitation for stockholders to call management directly with questions and/or concerns, AT ANY TIME.

If you will be unable to attend the meeting, please complete your proxy and return it as soon as possible. If you decide later to attend the meeting, you may revoke the proxy and vote in person.

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), the Company uses the Internet as the primary means of furnishing proxy materials to stockholders. Accordingly, the Company is sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to the Company’s stockholders. All stockholders will have the ability to access the proxy materials (including the Company’s Annual Report to the stockholders, the Proxy Statement or the form of proxy) via the Internet at https://investors.kindlymd.com or request a printed set of the proxy materials by contacting our main office at (385)388-8220. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. The Notice contains a control number that you will need to vote your shares. Please keep the Notice for your reference through the meeting date. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. The Company encourages stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of its annual meetings.

Whether or not you plan to attend the meeting, please vote electronically via the Internet, or, if you requested paper copies of the proxy materials, please complete, sign, date and return the accompanying proxy card in the enclosed postage-paid envelope. See “How do I cast my vote?” in the Proxy Statement for more details.

In general, you have several options for obtaining KindlyMD’s public announcements and other disclosures including financial information, such as SEC Forms 10-K and 10-Q. You can be added to the Company email or regular mail lists by requesting so from investors@kindlymd.comwith your email or mailing address, by sending an instruction letter to the corporate address or by calling (385-388-8220) with instructions. As an alternative, you can view and print Company financial and other information directly from KindlyMD’s website;https://investors.kindlymd.com.

Thank you for your ownership in KindlyMD!

Sincerely,

/s/ Tim Pickett

Tim Pickett

Chief Executive Officer

KINDLY MD, INC.

5097 South 900 East, Suite 100

Salt Lake City, Utah 84117

(385) 388-8220

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD NOVEMBER 08, 2024

TO THE STOCKHOLDERS OF KINDLY MD, INC.

The Annual Meeting of Stockholders (the “Annual Meeting”) of KINDLY MD, INC. (the “Company” or “KindlyMD”), will be held on November 08, 2024, at 8:30 am local time, for the following purposes:

(1) To re-elect five directors to serve terms expiring at the 2025 Annual Meeting and until successors are elected and qualified; and

(2) To ratify the selection of Sadler Gibb & Associates as the Company’s independent public accounting firm for the year ending December 31, 2024.

KindlyMD’s Board of Directors recommends a vote “FOR” the re-election of the nominated directors, who are already serving in that capacity and whose backgrounds are described in the accompanying Proxy Statement and “FOR” ratification of Sadler Gibb & Associates.

Only stockholders of record at the close of business on August 6, 2024 (the “Record Date”), are entitled to notice of and to vote at the Annual Meeting.

This Proxy Statement and form of proxy are being first furnished to stockholders of the Company on approximately September 27, 2024.

THE VOTE OF EACH STOCKHOLDER AT THE ANNUAL MEETING IS IMPORTANT, AND EACH STOCKHOLDER IS ENCOURAGED TO SUBMIT ITS PROXY.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Tim Pickett

Tim Pickett, CEO

Salt Lake City, Utah

Dated: September 17, 2024

PLEASE PROMPTLY FILL IN, SIGN, DATE AND RETURN THE ENCLOSED PROXY, WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING.

If your shares are held in the name of a third-party brokerage firm, nominee, or other institution, only that third party can vote your shares. In that case, please promptly contact the third party responsible for your account and give instructions on how your shares should be voted.

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