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

TL;DR

Mitesco filed an 8-K detailing a new material agreement and equity sales.

AI Summary

On November 20, 2024, Mitesco, Inc. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and other events. This filing includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate activity for Mitesco, Inc., including a new material agreement and equity transactions, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered equity sales, which can carry inherent risks and require careful investor scrutiny.

Key Players & Entities

• Mitesco, Inc. (company) — Registrant
• November 20, 2024 (date) — Earliest event reported
• Nevada (jurisdiction) — State of incorporation
• 000-53601 (legal_document_id) — SEC File Number
• 87-0496850 (tax_id) — IRS Employer Identification No.
• 505 Beachland Blvd., Suite 1377 (address) — Business and Mail Address
• Vero Beach (city) — Business and Mail City
• FL (state) — Business and Mail State
• 32963 (zip_code) — Business and Mail Zip
• True Nature Holding, Inc. (company) — Former Company Name

FAQ

Key Financial Figures

• $12 million — low, the Company has now converted over $12 million of its obligations into restricted comm
• $4.00 — o restricted common stock at a price of $4.00 per share, and it is exchanging over $1
• $13 million — 00 per share, and it is exchanging over $13 million of its senior securities into a newly c
• $4 — common stock using a price per share of $4.00, resulting in the aggregate issuance
• $25.00 — referred Stock"), whose stated value is $25.00 per share to five (5) of its accredited
• $13,370,883 million — ors in exchange for the cancellation of $13,370,883 million of its Series D and Series F Preferred
• $30,000 — at September 30, 2024 was approximately $30,000; (ii) one (1) issuance of its or Series
• $90,000 — at September 30, 2024 was approximately $90,000; and (iii) five (5) promissory notes wh
• $964,000 — y notes whose aggregate value is around $964,000, including a single institutional inves
• $720,000 — vestor which accounts for approximately $720,000 of the total. The Company continues to

Filing Documents

• mitesco20241122_8k.htm (8-K) — 43KB
• ex_751502.htm (EX-10.1) — 50KB
• ex_751503.htm (EX-10.2) — 48KB
• ex_751504.htm (EX-99.1) — 12KB
• 0001185185-24-001167.txt ( ) — 304KB
• miti-20241120.xsd (EX-101.SCH) — 3KB
• miti-20241120_lab.xml (EX-101.LAB) — 19KB
• miti-20241120_pre.xml (EX-101.PRE) — 10KB
• mitesco20241122_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. As noted below, the Company has now converted over $12 million of its obligations into restricted common stock at a price of $4.00 per share, and it is exchanging over $13 million of its senior securities into a newly created, non-interest bearing preferred stock. All of these obligations were related to its clinic business which was discontinued in FY2022. 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 $12 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 22, 2024, the Company has authorized the issuance of 534,835 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 to five (5) of its accredited institutional investors in exchange for the cancellation of $13,370,883 million of its Series D and Series F Preferred shares. 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 cert

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 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.

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 22, 2024 MITESCO, INC. By: /s/ Mack Leath Mack Leath Chairman and CEO

View Full Filing

View this 8-K filing on SEC EDGAR