Mitesco, Inc. Files 8-K for Definitive Agreement

TL;DR

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

AI Summary

Mitesco, Inc. filed an 8-K on December 6, 2024, reporting on the entry into a material definitive agreement and unregistered sales of equity securities. The filing also includes financial statements and exhibits. The company was formerly known as True Nature Holding, Inc., Trunity Holdings, Inc., and BRAIN TREE INTERNATIONAL INC.

Why It Matters

This 8-K filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial standing and future operations.

Risk Assessment

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

Key Players & Entities

• Mitesco, Inc. (company) — Registrant
• True Nature Holding, Inc. (company) — Former Company Name
• Trunity Holdings, Inc. (company) — Former Company Name
• BRAIN TREE INTERNATIONAL INC (company) — Former Company Name
• December 6, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $5,000 — ce and users. The agreement calls for a $5,000 cash payment upon execution, and certai
• $150,000 — ain royalty payments up to a maximum of $150,000, at which time it becomes a fully paid-

Filing Documents

• mitesco20241205_8k.htm (8-K) — 28KB
• ex_754610.htm (EX-10.1) — 79KB
• 0001185185-24-001189.txt ( ) — 241KB
• miti-20241206.xsd (EX-101.SCH) — 3KB
• miti-20241206_lab.xml (EX-101.LAB) — 19KB
• miti-20241206_pre.xml (EX-101.PRE) — 10KB
• mitesco20241205_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. On December 6, 2024, the Board of Directors approved the execution of an Exclusive Source Code License agreement between AgingTopic, LLC and the Company where the Company has acquired, subject to certain payment milestones, the source code and business activities of (https://agingtopic.com). This is a blog-like entity who has the ability to create advertising revenue from related vendors in the space and users. The agreement calls for a $5,000 cash payment upon execution, and certain royalty payments up to a maximum of $150,000, at which time it becomes a fully paid-up license. The entity that owns the business and source code is controlled by Ms. Amy Lance, the wife of Mack Leath. Mr. Leath is the Chairman and CEO of the Company. The two (2) disinterested Directors approved of the transaction. Because it is very small, and whose payments are essentially based on sales commission with no firm payment schedule, there was not a valuation report commissioned by the Company. The arrangement also includes the issuance of 100,000 shares of restricted common stock in consideration of consulting on the business, and transition of the technology. The Company believes that, while small, this sort of business activity can offset the marketing costs of its new direct marketing activities associated with its internal needs and is a fit for operation in the Company's data center facility.

02

Item 3.02 Unregistered Sales of Equity Securities. The disclosure made under Item 1.01 in this Form 8-K is incorporated herein by reference. In connection with the shares issued in the aforementioned transaction, the Company completed the issuance of shares of common 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 stock.

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 Exclusive Source Code License 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: December 6, 2024 MITESCO, INC. By: /s/ Mack Leath Mack Leath Chairman and CEO

View Full Filing

View this 8-K filing on SEC EDGAR