Current Report Filing (8-k)
September 07 2022 - 12:44PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 2, 2022
MITESCO, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | | 000-53601 | | 87-0496850 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| 1600 Highway 100 South, Suite 432 St. Louis Park, MN 55416 |
| (Address of principal executive offices) (Zip Code) |
(844) 383-8689
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 1.01.
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Entry into a Material Definitive Agreement.
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Issuance of Promissory Notes
On September 2, 2022, Mitesco, Inc. (the “Company”) issued the following four 10% promissory notes:
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(1)
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Goff promissory note (the “Goff Note”), to Sharon Goff of which the Company received proceeds of $25,500;
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(1)
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Lewis promissory note (the “Lewis Note”), to Lisa Lewis of which the Company received proceeds of $25,500;
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(1)
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Lightmas promissory note (the “Lightmas Note”), to Frank Lightmas of which the Company received proceeds of $51,000;
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(2)
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Mitchell promissory note (the “Mitchell Note”, together with the Goff Note, Lewis Note and the Lightmas Note, the “Notes”), to John Mitchell (together with Sharon Goff, Lisa Lewis and Frank Lightmas, the “Lenders”) of which the Company received proceeds of $60,350.
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The maturity date of the Notes is the earliest of (i) if the Company successfully lists its shares of common stock on any of The New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market, five business days after the date of such listing; or (ii) November 30, 2022. The Notes carry a 10% interest rate per annum, accrued monthly and payable at maturity. The aggregate amount payable at maturity will be $191,000 plus 10% of that amount plus any accrued and unpaid interest. Following an event of default, as defined in the Notes, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%.
The Notes contain a “most favored nations” clause that provides that, so long as the Notes are outstanding, if the Company issues any new security, which the Lenders reasonably believe contains a term that is more favorable than those in the Notes, the Company shall notify the Lenders of such term, and such term, at the option of the Lenders, shall become a part of the Notes. In addition, the Lenders will be issued in the aggregate 78,310 shares of Common Stock as commitment shares (“Commitment Shares”). The Commitment Shares are priced at $0.25.
This summary is not a complete description of all of the terms of the Notes and is qualified in its entirety by reference to the full text of the Notes, a form of which is filed as Exhibit 4.1 hereto, which is incorporated by reference into this Item 1.01.
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Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
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To the extent required by this Item 2.03, the information contained in Item 1.01 is incorporated herein by reference.
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Item 3.02.
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Unregistered Sales of Equity Securities.
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To the extent required by this Item 3.02, the information contained in Item 1.01 is incorporated herein by reference.
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Item 3.03.
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Material Modification to Rights of Security Holders.
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To the extent required by this Item 3.03, the information contained in Item 1.01 is incorporated herein by reference.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
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.
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Dated: September 7, 2022
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MITESCO, INC.
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By:
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/s/ Lawrence Diamond
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Lawrence Diamond
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Chief Executive Officer
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NONE
false
0000802257
0000802257
2022-09-02
2022-09-02
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