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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/25/21 Mitesco, Inc. 10-K 12/31/20 80:9.2M Federal Filings, LLC/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.27M
2: EX-4.6 Instrument Defining the Rights of Security Holders HTML 36K
3: EX-21.1 Subsidiaries List HTML 21K
4: EX-23.1 Consent of Expert or Counsel HTML 23K
5: EX-23.2 Consent of Expert or Counsel HTML 22K
6: EX-31.1 Certification -- §302 - SOA'02 HTML 27K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 28K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 24K
9: EX-32.2 Certification -- §906 - SOA'02 HTML 23K
16: R1 Document And Entity Information HTML 59K
17: R2 Consolidated Balance Sheets HTML 107K
18: R3 Consolidated Balance Sheets (Parentheticals) HTML 45K
19: R4 Consolidated Statements of Operations HTML 91K
20: R5 Consolidated Statements of Changes in HTML 125K
Stockholders? Equity (Deficit)
21: R6 Consolidated Statements of Changes in HTML 26K
Stockholders? Equity (Deficit) (Parentheticals)
22: R7 Consolidated Statements of Cash Flows HTML 137K
23: R8 Description of Business HTML 26K
24: R9 Financial Condition and Going Concern HTML 31K
25: R10 Summary of Significant Accounting Policies HTML 58K
26: R11 Net Loss Per Share Applicable to Common HTML 50K
Shareholders
27: R12 Related Party Transactions HTML 72K
28: R13 Accounts Payable and Accrued Liabilities HTML 34K
29: R14 Right to Use Assets and Lease Liabilities - HTML 48K
Operating Leases
30: R15 Debt HTML 234K
31: R16 Derivative Liabilities HTML 37K
32: R17 Stockholders' Deficit HTML 163K
33: R18 Income Taxes HTML 71K
34: R19 Fair Value of Financial Instruments HTML 44K
35: R20 Commitments and Contingencies HTML 28K
36: R21 Subsequent Events HTML 31K
37: R22 Accounting Policies, by Policy (Policies) HTML 102K
38: R23 Summary of Significant Accounting Policies HTML 28K
(Tables)
39: R24 Net Loss Per Share Applicable to Common HTML 51K
Shareholders (Tables)
40: R25 Related Party Transactions (Tables) HTML 64K
41: R26 Accounts Payable and Accrued Liabilities (Tables) HTML 33K
42: R27 Right to Use Assets and Lease Liabilities - HTML 51K
Operating Leases (Tables)
43: R28 Debt (Tables) HTML 179K
44: R29 Derivative Liabilities (Tables) HTML 38K
45: R30 Stockholders' Deficit (Tables) HTML 192K
46: R31 Income Taxes (Tables) HTML 72K
47: R32 Fair Value of Financial Instruments (Tables) HTML 41K
48: R33 Description of Business (Details) HTML 31K
49: R34 Financial Condition and Going Concern (Details) HTML 34K
50: R35 Summary of Significant Accounting Policies HTML 38K
(Details)
51: R36 Summary of Significant Accounting Policies HTML 39K
(Details) - Property, Plant and Equipment
52: R37 Net Loss Per Share Applicable to Common HTML 33K
Shareholders (Details) - Schedule of Earnings Per
Share, Basic and Diluted
53: R38 Net Loss Per Share Applicable to Common HTML 36K
Shareholders (Details) - Schedule of Antidilutive
Securities Excluded from Computation of Earnings
Per Share
54: R39 Related Party Transactions (Details) HTML 230K
55: R40 Related Party Transactions (Details) - Schedule of HTML 57K
Stock by Class
56: R41 Accounts Payable and Accrued Liabilities (Details) HTML 26K
57: R42 Accounts Payable and Accrued Liabilities (Details) HTML 33K
- Schedule of Accounts Payable and Accrued
Liabilities
58: R43 Right to Use Assets and Lease Liabilities - HTML 31K
Operating Leases (Details)
59: R44 Right to Use Assets and Lease Liabilities - HTML 33K
Operating Leases (Details) - Lessee, Operating
Lease, Disclosure
60: R45 Right to Use Assets and Lease Liabilities - HTML 43K
Operating Leases (Details) - Lessee, Operating
Lease, Liability, Maturity
61: R46 Debt (Details) HTML 798K
62: R47 Debt (Details) - Convertible Debt HTML 163K
63: R48 Debt (Details) - Schedule of Debt HTML 34K
64: R49 Derivative Liabilities (Details) - Fair Value, HTML 37K
Liabilities Measured on Recurring Basis,
Unobservable Input Reconciliation
65: R50 Stockholders' Deficit (Details) HTML 319K
66: R51 Stockholders' Deficit (Details) - Schedule of HTML 57K
Stock by Class
67: R52 Stockholders' Deficit (Details) - Share-based HTML 45K
Payment Arrangement, Option, Exercise Price Range
68: R53 Stockholders' Deficit (Details) - Share-based HTML 46K
Payment Arrangement, Option, Activity
69: R54 Stockholders' Deficit (Details) - Schedule of HTML 37K
Share-based Payment Award, Stock Options,
Valuation Assumptions
70: R55 Stockholders' Deficit (Details) - Schedule of HTML 45K
Stockholders' Equity Note, Warrants or Rights
71: R56 Income Taxes (Details) HTML 27K
72: R57 Income Taxes (Details) - Schedule of Components of HTML 33K
Income Tax Expense (Benefit)
73: R58 Income Taxes (Details) - Schedule of Effective HTML 44K
Income Tax Rate Reconciliation
74: R59 Income Taxes (Details) - Schedule of Deferred Tax HTML 45K
Assets and Liabilities
75: R60 Fair Value of Financial Instruments (Details) - HTML 32K
Schedule of Derivative Liabilities at Fair Value
76: R61 Commitments and Contingencies (Details) HTML 26K
77: R62 Subsequent Events (Details) HTML 90K
79: XML IDEA XML File -- Filing Summary XML 142K
78: EXCEL IDEA Workbook of Financial Reports XLSX 114K
10: EX-101.INS XBRL Instance -- miti-20201231 XML 2.23M
12: EX-101.CAL XBRL Calculations -- miti-20201231_cal XML 135K
13: EX-101.DEF XBRL Definitions -- miti-20201231_def XML 912K
14: EX-101.LAB XBRL Labels -- miti-20201231_lab XML 1.41M
15: EX-101.PRE XBRL Presentations -- miti-20201231_pre XML 892K
11: EX-101.SCH XBRL Schema -- miti-20201231 XSD 193K
80: ZIP XBRL Zipped Folder -- 0001185185-21-000369-xbrl Zip 206K
EXHIBIT 4.6
DESCRIPTION OF SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
Mitesco, Inc. (“we,” “us,” and “our”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is our common stock, par value $0.01 per share (the “common stock”).
General
The following description of our common stock is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to our Certificate of Incorporation, as amended (the “Certificate of Incorporation”), and our Bylaws, each of which are incorporated by reference as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, of which this Exhibit is a part. We encourage you to read our Certificate of Incorporation, our Bylaws and the applicable provisions of the Delaware General Corporation Law, for additional information.
Description of Common Stock
Authorized Shares of Common Stock. We currently have authorized 500,000,000 shares of common stock.
Voting Rights. Holders of our common stock are entitled to one vote per share on all matters to be voted upon by our stockholders, and do not have cumulative voting rights. Accordingly, holders of a majority of the shares of our common stock entitled to vote in the election of directors can elect all of the directors standing for election.
Dividends. Subject to preferences that may be applicable to shares of Preferred Stock then outstanding, if any, the holders of our common stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by our Board of Directors out of funds legally available for dividends.
Liquidation Rights. Upon our liquidation, dissolution or winding up, the holders of our common stock will be entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of Preferred Stock then outstanding, if any.
Rights and Preferences. The rights, preferences, and privileges of holders of our common stock are subject to, and may be adversely affected by, the rights of holders of shares of any series of Preferred Stock that we may designate and issue in the future.
Preemptive or Similar Rights. Our common stock has no preemptive or conversion rights or other subscription rights, nor are there any redemption or sinking fund provisions applicable to our common stock.
Fully Paid and Nonassessable. All of our issued and outstanding shares of common stock are fully paid and nonassessable.
Registration Rights
Under the terms of the Private Placement (as described in the Form 10-K), we have agreed to file a registration statement covering the resale by certain investors of the shares of common stock issued in the Private Placement as well as the resale by the investors and the placement agent of the shares of common stock issuable upon the exercise of certain warrants. We also agreed to use our best efforts to cause the Securities and Exchange Commission (the “SEC”) to notify us of the SEC’s willingness to declare such registration statement effective on or before 180 days after the final closing of the Private Placement. In addition, we agreed to take such action as may be necessary to keep the registration statement effective until the earlier of (1) the date on which the shares may be resold without registration and without regard to any volume limitations of Rule 144 of the Securities Act or any other rule of similar effect, or (2) all of the shares have been sold pursuant to the registration statement or Rule 144 of the Securities Act or any other rule of similar effect.
Anti-Takeover Effects of Our Charter Documents and Some Provisions of Delaware Law
Delaware Law
We are incorporated in the State of Delaware. As a result, we are subject to Section 203 of the Delaware General Corporation Law, which prohibits a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years after the date that such stockholder became an interested stockholder, with the following exceptions:
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before such date, the Board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder; |
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upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction began, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned (1) by persons who are directors and also officers and (2) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or |
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on or after such date, the business combination is approved by the Board of Directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder. |
In general, Section 203 defines a “business combination” to include the following:
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any merger or consolidation involving the corporation and the interested stockholder; |
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any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder; |
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subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder; |
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any transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class or series of the corporation beneficially owned by the interested stockholder; or |
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the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits by or through the corporation. |
In general, Section 203 defines an “interested stockholder” as an entity or person who, together with the person’s affiliates and associates, beneficially owns, or within three years prior to the time of determination of interested stockholder status did own, 15% or more of the outstanding voting stock of the corporation. A Delaware corporation may “opt out” of these provisions with an express provision in its certificate of incorporation. We have not opted out of these provisions, which may as a result, discourage or prevent mergers or other takeover or change of control attempts of us.
Certificate of Incorporation and Bylaws
Because our stockholders do not have cumulative voting rights, stockholders holding a majority of the shares of common stock outstanding are able to elect all of our directors. Our Bylaws also provide that directors may be removed by the stockholders, with or without cause, by the holders of a majority of the stock then entitled to vote at an election of Directors at a special meeting of our stockholders called for that purpose. No director may be removed when the votes cast against removal would be sufficient to elect the director if voted cumulatively at an election where the same total number of votes were cast.
Our Certificate of Incorporation also provides that at any regularly scheduled meeting of our stockholders, only such business shall be conducted, and only such proposals shall be acted upon, as shall have been brought before the meeting (a) by, or at the direction of, the Board of Directors, or (b) by any stockholder of the corporation who complies with the advance notice procedures set forth in writing.
The combination of these provisions makes it more difficult for our existing stockholders to replace our Board of Directors as well as for another party to obtain control of us by replacing our Board of Directors. Since our Board of Directors has the power to retain and discharge our officers, these provisions could also make it more difficult for existing stockholders or another party to effect a change in management.
Our Board of Directors is authorized to issue up to 50,000,000 shares of Preferred Stock. Our Board of Directors has the power to establish the dividend rates, liquidation preferences, voting rights, redemption and conversion terms and privileges with respect to any series of Preferred Stock. The issuance of any series of Preferred Stock having rights superior to those of our common stock may result in a decrease in the value or market price of the common stock and could further be used by the Board as a device to prevent a change in control favorable to us. Holders of Preferred Stock to be issued in the future may have the right to receive dividends and certain preferences in liquidation and conversion rights. The issuance of such Preferred Stock could make the possible takeover of us or the removal of management more difficult, and adversely affect the voting and other rights of the holder of our common stock, or depress the market price of the common stock.
These provisions are intended to enhance the likelihood of continued stability in the composition of our Board of Directors and its policies and to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to reduce our vulnerability to hostile takeovers and to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for our shares and may have the effect of delaying changes in our control or management. As a consequence, these provisions may also inhibit fluctuations in the market price of our stock that could result from actual or rumored takeover attempts. We believe that the benefits of these provisions, including increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure our company, outweigh the disadvantages of discouraging takeover proposals, because negotiation of takeover proposals could result in an improvement of their terms.
Transfer Agent and Registrant
Our transfer agent is Transhare Corporation located at 2849 Executive Dr., Suite 200, Clearwater, FL 33762. Their phone number is (303)662-1112.
Trading Market
Our common stock is quoted on the OTCQB with the symbol “MITI.”
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 3/25/21 | |||
| Filed on: | 3/24/21 | |||
| For Period end: | 12/31/20 | 5, 8-K | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/20/22 Mitesco, Inc. S-1/A 98:16M Federal Filings, LLC/FA 10/03/22 Mitesco, Inc. S-1/A 89:15M Federal Filings, LLC/FA 9/12/22 Mitesco, Inc. S-1/A 86:15M Federal Filings, LLC/FA 8/03/22 Mitesco, Inc. S-1/A 86:12M Federal Filings, LLC/FA 6/30/22 Mitesco, Inc. S-1/A 86:12M Federal Filings, LLC/FA 4/26/22 Mitesco, Inc. S-1/A 72:9M Federal Filings, LLC/FA 2/10/22 Mitesco, Inc. S-1/A 92:16M Federal Filings, LLC/FA 11/26/21 Mitesco, Inc. S-1 11/24/21 90:15M Federal Filings, LLC/FA 4/27/21 Mitesco, Inc. S-1 4/26/21 76:9.3M Federal Filings, LLC/FA |