Mitesco, Inc. Files 8-K: Material Agreements & Equity Sales

TL;DR

Mitesco filed an 8-K detailing material agreements, equity sales, and corporate changes.

AI Summary

Mitesco, Inc. announced on October 23, 2024, that it entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and amendments to its articles of incorporation or bylaws. This filing also covers other events and financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions by Mitesco, Inc., including new agreements and equity transactions, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• Mitesco, Inc. (company) — Registrant
• October 23, 2024 (date) — Earliest event reported
• Nevada (jurisdiction) — State of incorporation
• 000-53601 (filing_number) — SEC File Number

FAQ

Key Financial Figures

• $8,122,857 — ents pursuant to which it has converted $8,122,857 of its obligations, including accounts
• $4 — common stock using a price per share of $4.00, resulting in the aggregate issuance
• $12.5 million — eby it expects to convert approximately $12.5 million of its previously issued Series D and S
• $25 — Preferred Stock") whose stated value is $25 per share, which should result in the i
• $4.00 — n stock by dividing the stated value by $4.00 (the "Conversion Price"). The Series A
• $33,000 — stor, AJB. The identical notes provided $33,000 of proceeds each, are for a 12-month pe
• $0.01 — of Series A Preferred Stock, par value $0.01 per share and each share of Series A Pr

Filing Documents

• mitesco20241024_8k.htm (8-K) — 49KB
• ex_738987.htm (EX-3.1) — 132KB
• ex_736963.htm (EX-10.1) — 50KB
• ex_736965.htm (EX-10.2) — 48KB
• ex_736966.htm (EX-10.3) — 53KB
• ex_736964.htm (EX-99.1) — 12KB
• ex_738620.htm (EX-99.2) — 14KB
• 0001185185-24-001041.txt ( ) — 563KB
• miti-20241023.xsd (EX-101.SCH) — 3KB
• miti-20241023_lab.xml (EX-101.LAB) — 20KB
• miti-20241023_pre.xml (EX-101.PRE) — 11KB
• mitesco20241024_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. Restructuring plans and elimination of obligations The Company has begun a restructuring of its obligations including all debts, notes, accounts payable and certain of its previously issued preferred shares. Since September 28, 2024, the Company has entered into Obligation Exchange Agreements pursuant to which it has converted $8,122,857 of its obligations, including accounts payable, notes and certain of its previously issued preferred shares into restricted common stock using a price per share of $4.00, resulting in the aggregate issuance of 2,030,714 shares of restricted common stock. The Company also intends to enter into separate Share Exchange Agreements whereby it expects to convert approximately $12.5 million of its previously issued Series D and Series F Preferred stock into a newly created Series A Amortizing Convertible Preferred Stock (the "Series A Shares" or "Series A Preferred Stock") whose stated value is $25 per share, which should result in the issuance of roughly 500,000 Series A shares. The Series A Shares may be converted into shares of common stock by dividing the stated value by $4.00 (the "Conversion Price"). The Series A Shares may be converted at the option of the holder at any time, or mandatorily by the Company if certain conditions set forth in the certificate of designation (defined below and described more completely in Exhibit 3.2 to this filing) are met. As stipulated in the certificate of designation, unless converted, shares of Series A Preferred Stock will be redeemed by the Company, using common stock, or cash, 1/36 th of the remaining amounts monthly beginning in January 2025. The cash redemption shall be at 105% of the original price of the Series A Preferred Stock (as adjusted) and common stock redemption shall be at a 10% discount to the average of the five lowest closing prices over a 30 trading day period. The Company intends to accrue the redemption shares month

02

Item 3.02 Unregistered Sales of Equity Securities. The disclosure made under Item 1.01 above is incorporated herein by reference. The Company completed the issuance of shares of common stock to a combination of accredited and non-accredited investors in a transaction not involving a public offering pursuant to section 4(a)(2) of the United States Securities Act of 1933, as amended.

03

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On October 28, 2023, the Company filed a Certificate of Designation, Preferences and Rights of Series A Amortizing Convertible Preferred Stock with the Nevada Secretary of State (the "Certificate of Designation"). The Company authorized 3,000,000 shares of Series A Preferred Stock, par value $0.01 per share and each share of Series A Preferred Stock has a stated value equal to $25. As indicated above, the Series A Preferred Stock may be converted or redeemed into common stock of the Company. Holders of shares of the Series A Preferred Stock are not entitled to receive any dividends and the security bears no interest. The Series A Preferred Stock will rank, with respect to rights to the payment of dividends and the distribution of assets in the event of any liquidation, dissolution or winding up of the Company, (i) senior to all classes or series of the Company's Common Stock, and to all other equity securities issued by the Company; and (ii) effectively junior to all existing and future indebtedness (including indebtedness convertible into our Common Stock or preferred stock) of the Company and to any indebtedness and other liabilities of (as well as any preferred equity interest held by others in) existing subsidiaries of the Company. In addition to any other rights provided by law, except where the vote or written consent of the holders of a greater number of shares is required by law or by another provision of the Certificate of Incorporation, without first obtaining the affirmative vote at a meeting duly called for such purpose or the written consent without a meeting of the majority of the outstanding Series A Preferred Stock, voting together as a single class, the Company shall not: (a) amend or repeal any provision of, or add any provision to, its Certificate of Incorporation or bylaws, or file any certificate of designations or certificate of amendment, if such action

01

Item 8.01 Other Events. The Company is in discussions with various of its institutional investors regarding its restructuring plans and expects to make further progress over the next few weeks and months. The goal is to have substantially all of its payables, notes and other obligations extinguished by the end of the fiscal year, December 31, 2024. While it has received positive and supportive feedback from those with whom it has discussed the plans, there can be no assurance that the restructuring will be successful, or that the current business activities will grow to a level that can support the costs associated with being a public company. On October 29, 2024 the Company issued a press release updating shareholders on its restructuring, appointments to its Advisory Board and other business events. A copy can is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Forward-Looking Statements

Forward-Looking Statements This Form 8-K contains forward-looking statements. You can identify forward-looking statements by terminology such as "may," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "proposed," "intended," or "continue" or the negative of these terms or other comparable terminology. You should read statements that contain these words carefully, because they discuss our expectations about our future events or state other "forward-looking" information. There may be events in the future that we are not able to accurately predict or control. The forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those reflected in such forward-looking statements. We cannot give any guarantee that these plans, intentions, or expectations will be achieved. All forward-looking statements involve risks and uncertainties, and actual results may differ materially from those discussed in the forward-looking statements as a result of various factors.

Financial Statements and Exhibits

Financial Statements and Exhibits. Exhibits Description 3.1 Certificate of Designation for Series A Amortizing Convertible Preferred stock 10.1 Form of obligation exchange agreement for restricted common stock 10.2 Form of share exchange agreement for Series A Convertible Preferred stock 10.3 Form of financing agreement 99.1 Form of letter accompanying the obligation exchange agreement 99.2 Press Release dated October 29, 2024 104 Cover Page Interactive Data File (formatted as Inline XBRL) SIGNATURE 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 hereunto duly authorized. Dated: October 29, 2024 MITESCO, INC. By: /s/ Mack Leath Mack Leath Chairman and CEO

View Full Filing

View this 8-K filing on SEC EDGAR