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

TL;DR

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

AI Summary

Mitesco, Inc. filed an 8-K on January 28, 2025, reporting on events that occurred on January 20, 2025. The filing indicates a material definitive agreement, unregistered sales of equity securities, and includes financial statements and exhibits. Mitesco, Inc. was formerly known as True Nature Holding, Inc., Trunity Holdings, Inc., and BRAIN TREE INTERNATIONAL INC.

Why It Matters

This 8-K filing signals significant corporate activity for Mitesco, Inc., potentially impacting its financial structure and shareholder equity.

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
• January 20, 2025 (date) — Earliest event reported
• January 28, 2025 (date) — Filing date
• 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

• $25 — Preferred Stock") whose stated value is $25 per share. Effective December 31, 2024,
• $580,132 — ents pursuant to which it has converted $580,132, including principal and interest, of i
• $4.00 — n stock by dividing the stated value by $4.00 (the "Conversion Price"). The Series A
• $100,000 — of this filing the Company has received $100,000 of additional funding as a result of sa

Filing Documents

• mitesco20250113_8k.htm (8-K) — 33KB
• ex_764908.htm (EX-3.1) — 130KB
• ex_764909.htm (EX-10.1) — 32KB
• ex_764910.htm (EX-10.2) — 236KB
• 0001185185-25-000050.txt ( ) — 631KB
• miti-20250120.xsd (EX-101.SCH) — 3KB
• miti-20250120_lab.xml (EX-101.LAB) — 17KB
• miti-20250120_pre.xml (EX-101.PRE) — 10KB
• mitesco20250113_8k_htm.xml (XML) — 2KB

01

Item 1.01 Entry into a Material Definitive Agreement. Conversion of FY2024 Bridge Notes into Series A Preferred Stock During FY2024 the Company created a new Series A Amortizing Convertible Preferred Stock (the "Series A Shares" or "Series A Preferred Stock") whose stated value is $25 per share. Effective December 31, 2024, the Company has entered into Obligation Exchange Agreements pursuant to which it has converted $580,132, including principal and interest, of its 2024 Bridge Notes into shares of its Series A Preferred Stock, which resulted in the issuance of 23.205 shares of Series A Preferred Stock to three (3) institutional investors. A copy of the Form of Obligation Exchange Agreement for 2024 Bridge Note is included as Exhibit 10.1 of this agreement. 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 monthly and issue any shares to be used thereunder quarterly to reduce its expense. The Company has agreed to use its commercially reasonable efforts to file a registration statement to register the resale of common stock issued in exchange for its obligations and the shares which may be issued in the conversio

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 preferred stock to 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 have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

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 2024 Bridge Notes 10.2 Form of Series A Preferred Stock subscription 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: January 28, 2025 MITESCO, INC. By: /s/ Mack Leath Mack Leath Chairman and CEO

View Full Filing

View this 8-K filing on SEC EDGAR