[D] Kindly MD, Inc. SEC Filing

Rhea-AI Filing Summary

Kindly MD, a Utah-based healthcare company focused on hospitals and physicians, has filed Form D for an exempt securities offering under Rule 506(b). The company has successfully completed a $711.7 million offering, with the entire amount already sold to 156 investors.

Key details of the offering include:

• Sales commissions of $20.6 million and finder's fees of $293,400
• Cohen & Company Capital Markets and Anthem Securities LLC serving as brokers, receiving equity fees of 2% and 0.5% respectively of post-closing common stock
• Offering includes equity, debt, and options/warrants
• Connected to a business combination transaction (merger/acquisition)

The company's leadership includes Timothy Pickett as CEO and Director, with other executives Jared Barrera and Adam Cox. The board includes Amy Powell, Christian Robinson, and Gary Seelhorst. The offering was marketed across multiple states including California, New York, Texas, and international markets.

Positive

• Successfully completed a significant $711.7M securities offering, fully subscribed with 156 investors
• Secured notable institutional support with Cohen & Company Capital Markets and Anthem Securities as placement agents
• Business combination transaction (merger/acquisition) in progress, indicating strategic growth initiatives
• Strong geographic presence with operations approved across multiple major states including California, New York, Texas, and Florida

Negative

• High sales commissions and finder's fees totaling approximately $20.9M (nearly 3% of raised amount)
• Additional equity dilution through 2.5% post-closing stock compensation to placement agents

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001946573

Utah Therapeutic Health Center, PLLC

Utah Therapeutic Health Center, LLC

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Kindly MD, Inc.

Jurisdiction of Incorporation/Organization

UTAH

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Kindly MD, Inc.
Street Address 1		Street Address 2
5097 SOUTH 900 EAST, SUITE 100
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
SALT LAKE CITY	UTAH	84117	(385) 388-8220

3. Related Persons

Last Name	First Name	Middle Name
Pickett	Timothy
Street Address 1	Street Address 2
5097 South 900 East, Suite 100
City	State/Province/Country	ZIP/PostalCode
Salt Lake City	UTAH	84117

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Barrera	Jared
Street Address 1	Street Address 2
5097 South 900 East, Suite 100
City	State/Province/Country	ZIP/PostalCode
Salt Lake City	UTAH	84117

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Cox	Adam
Street Address 1	Street Address 2
5097 South 900 East, Suite 100
City	State/Province/Country	ZIP/PostalCode
Salt Lake City	UTAH	84117

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Powell	Amy
Street Address 1	Street Address 2
5097 South 900 East, Suite 100
City	State/Province/Country	ZIP/PostalCode
Salt Lake City	UTAH	84117

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Robinson	Christian
Street Address 1	Street Address 2
5097 South 900 East, Suite 100
City	State/Province/Country	ZIP/PostalCode
Salt Lake City	UTAH	84117

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Seelhorst	Gary
Street Address 1	Street Address 2
5097 South 900 East, Suite 100
City	State/Province/Country	ZIP/PostalCode
Salt Lake City	UTAH	84117

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	X Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-05-13				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
X	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? X Yes No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
Cohen & Company Capital Markets	000144981
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
J.V.B. Financial Group, LLC	000104412
Street Address 1	Street Address 2
3 Columbus Circle, 24th FL
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10019
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	X Foreign/non-US
CALIFORNIA CONNECTICUT FLORIDA ILLINOIS MICHIGAN NEW JERSEY NEW YORK TEXAS UTAH WYOMING

Recipient	Recipient CRD Number None
Anthem Securities LLC	000298454
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
10X Securities	000104410
Street Address 1	Street Address 2
One World Trade Center, FL85
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10007
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	X Foreign/non-US
CALIFORNIA FLORIDA MINNESOTA NEBRASKA NEVADA NEW HAMPSHIRE TEXAS WASHINGTON

13. Offering and Sales Amounts

Total Offering Amount	$711,694,558	USD	or Indefinite
Total Amount Sold	$711,694,558	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

156

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$20,636,596	USD	Estimate
Finders' Fees	$293,400	USD	Estimate

Clarification of Response (if Necessary):

Cohen & Company Capital Markets and Anthem Securities LLC are also entitled to equity fees in an amount equal to 2% and 0.5%, respectively, of the post-closing company's common stock.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Kindly MD, Inc.	/s/ Timothy Pickett	Timothy Pickett	Chief Executive Officer	2025-06-25

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What is the total offering amount for NAKA's Form D filing on June 28, 2025?

According to the Form D filing, NAKA (Kindly MD, Inc.) reported a total offering amount of $711,694,558 USD, which has been fully sold with $0 remaining to be sold.

Who are the key executive officers and directors of NAKA as disclosed in the Form D?

The key personnel disclosed include: Timothy Pickett (Executive Officer and Director), Jared Barrera (Executive Officer), Adam Cox (Executive Officer and Director), Amy Powell (Director), Christian Robinson (Director), and Gary Seelhorst (Director).

What are the sales compensation details for NAKA's Form D offering?

The sales compensation includes $20,636,596 in sales commissions and $293,400 in finder's fees. Additionally, Cohen & Company Capital Markets and Anthem Securities LLC are entitled to equity fees of 2% and 0.5% respectively of the post-closing company's common stock.

How many investors participated in NAKA's Form D offering?

The Form D filing indicates that 156 investors have already invested in the offering.

What type of securities did NAKA offer in this Form D filing?

NAKA offered multiple types of securities including Equity, Debt, and Options/Warrants or Other Rights to Acquire Another Security. The offering is being made in connection with a business combination transaction.