Mitesco, Inc. Files 8-K: Agreements, Equity Sales, and Leadership Changes

TL;DR

Mitesco 8-K: Material agreement, equity sales, control changes, and exec shifts filed Nov 12.

AI Summary

Mitesco, Inc. announced on November 12, 2024, the entry into a material definitive agreement. The filing also disclosed unregistered sales of equity securities and changes in control of the registrant. Additionally, there were departures of directors or certain officers, elections of directors, and appointments of certain officers, along with compensatory arrangements for these officers. The company also reported other events and filed financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions at Mitesco, Inc., including potential changes in control and equity transactions, which could impact its stock and strategic direction.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements, unregistered equity sales, and changes in control, which can introduce volatility and uncertainty.

Key Players & Entities

• Mitesco, Inc. (company) — Registrant
• November 12, 2024 (date) — Earliest event reported
• True Nature Holding, Inc. (company) — Former company name
• Trunity Holdings, Inc. (company) — Former company name
• BRAIN TREE INTERNATIONAL INC (company) — Former company name

FAQ

Key Financial Figures

• $10 million — uant to which it has now converted over $10 million of its obligations, including accounts
• $4 — common stock using a price per share of $4.00, resulting in the aggregate issuance
• $13.5 million — ange Agreements for the cancellation of $13.5 million of its Series D and Series F Preferred
• $25.00 — referred Stock"), whose stated value is $25.00 per share. As disclosed previously, th
• $4.00 — n stock by dividing the stated value by $4.00 (the "Conversion Price"). The Series A
• $30,000 — at September 30, 2024 was approximately $30,000; (ii) three (3) issuances of its or Ser
• $2.1 million — at September 30, 2024 was approximately $2.1 million; and (iii) five (5) promissory notes wh
• $350,000 — y notes whose aggregate value is around $350,000. The Company continues to negotiate res
• $0.01 — es X Preferred Stock has a par value of $0.01 per share, no stated maturity, a liquid
• $51,000 — d director. A charge of $.34 per share, $51,000 for each director, or $153,000 in total
• $153,000 — er share, $51,000 for each director, or $153,000 in total, will be taken in the 4 th qua
• $136,000 — nsation for each Director for FY2024 to $136,000, consisting of a) an annual stipend of
• $60,000 — , consisting of a) an annual stipend of $60,000 paid in the form of the issuance of 2,4

Filing Documents

• mitesco20241115_8k.htm (8-K) — 60KB
• ex_748703.htm (EX-10.1) — 50KB
• ex_748704.htm (EX-10.2) — 48KB
• ex_748706.htm (EX-99.1) — 12KB
• 0001185185-24-001150.txt ( ) — 323KB
• miti-20241112.xsd (EX-101.SCH) — 3KB
• miti-20241112_lab.xml (EX-101.LAB) — 19KB
• miti-20241112_pre.xml (EX-101.PRE) — 10KB
• mitesco20241115_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. Restructuring plans and elimination of obligations The Company is continuing an effort to restructure its obligations including all debts, notes, accounts payable and certain of its previously issued preferred shares. This is an update from the information contained in a Form 8-K Filing dated October 24, 2024. The link for the filing is here: https://www.sec.gov/ix?doc=/Archives/edgar/data/0000802257/000118518524001041/mitesco20241024_8k.htm . Since September 28, 2024, the Company has entered into Obligation Exchange Agreements pursuant to which it has now converted over $10 million 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 roughly 2.5 million shares of restricted common stock. Further, as of November 12, 2024, the Company has begun processing six (6) Share Exchange Agreements for the cancellation of $13.5 million of its Series D and Series F Preferred shares in exchange for an estimated 535,000 shares of its newly created Series A Amortizing Convertible Preferred Stock (the "Series A Shares" or "Series A Preferred Stock"), whose stated value is $25.00 per share. As disclosed previously, 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 (filed previously) 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 ad

02

Item 3.02 Unregistered Sales of Equity Securities. The disclosure made under Item 1.01 and Item 5.02 in this Form 8-K is incorporated herein by reference. In connection with the debt restructuring, 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 (the "Securities Act"). In connection with the issuance of compensation to directors, the Company relied on Regulation D/section 4(a)(2) of the Securities Act to issue shares of common and preferred stock.

01

Item 5.01 Changes in Control of Registrant A number of holders of the Company's 10% Series X Cumulative Redeemable Perpetual Preferred Stock (the "Series X Preferred Stock") have opted to exchange their shares for common stock in the restructuring noted above, and as disclosed below, the Company has previously issued shares of Series X Preferred Stock to some of its directors. As a result, the composition of our holders of Series X Preferred stock has changed and has been reduced to four (4) persons, as shown in the table below. As of the date of this filing, the Company has 19,703 shares of its outstanding. The Series X Preferred Stock has a par value of $0.01 per share, no stated maturity, a liquidation preference of $25.00 per share, and will not be subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless the Company decides to redeem or otherwise repurchase the Series X Preferred Stock. The Series X Preferred Stock will rank senior to all classes of the Company's common and preferred stock and accrues dividends at the rate of 10% on $25.00 per share. Each one share of the Series X Preferred Stock is entitled to 400 votes on all matters submitted to a vote of our shareholders. The dividends, if paid in restricted common stock instead of cash, use the closing price on the 15 th of the month in determining the number of shares to be issued. Name NUMBER OF SERIES X PREFERRED SHARES VOTES AT 400 EACH ADD COMMON SHARES OWNED TOTAL VOTING % OF TOTAL SHARE VOTES MACK LEATH (1) 2,400 960,000 275,873 1,235,873 7.16% JORDAN BALENCIC (1) 2,400 960,000 257,422 1,217,411 7.05% JOHN MITCHELL (1) 2,400 960,000 298,790 1,258,790 7.29% ANGLO IRISH MANAGEMENT LLC 12,503 5,001,200 157,795 5,158,995 29.88% Total 19,703 7,881,200 8,871,069 51.38% (1) Director since December 2023

02

Item 5.02 Departure of Certain Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On November 12, 2024 the Company issued 150,000 shares of restricted stock to each of the members of the Board of Directors in consideration of their contribution to the operations of the Company, over and above their activities on the Board, during the second half of 2024. Each of the two (2) disinterested members of the Board approved the issuance for the third director. A charge of $.34 per share, $51,000 for each director, or $153,000 in total, will be taken in the 4 th quarter of 2024 related to this issuance. This brings the total compensation for each Director for FY2024 to $136,000, consisting of a) an annual stipend of $60,000 paid in the form of the issuance of 2,400 shares of Series X Preferred shares, and b) 250,000 shares of restricted common stock issued for services and performance outside of their Board responsibilities in two (2) separate issuances, one for the first half of FY2024 of 100,000 shares, and a second for the last half of FY2024 of 150,000 shares.

01

Item 8.01 Other Events. Restructuring Plans 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. Series X Preferred Stock Dividend Issuance The Company issued 4,417 shares of restricted common stock in consideration of dividend payments for October 2024. The closing price per share as of the 15th of October, the prescribed date for the payment of Series X Preferred stock dividends was $.57 per share. Each of the Directors holds a certain number of Series X Preferred shares as noted below. Further, as of November 16, 2024 it has issued a total of 7,463 shares of restricted common stock in consideration of the payment of the Series X dividends for the November 2024 period based on a closing price of $.55 on November 15, 2024.

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 10.1 Form of obligation exchange agreement for restricted common stock 10.2 Form of share exchange agreement for Series A Convertible Preferred stock 99.1 Form of letter accompanying the obligation exchange agreement 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: November 18, 2024 MITESCO, INC. By: /s/ Mack Leath Mack Leath Chairman and CEO

View Full Filing

View this 8-K filing on SEC EDGAR