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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/02/22 Mitesco, Inc. 8-K:1,2,3,9 5/23/22 13:335K Federal Filings, LLC/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 29K 2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 39K 3: EX-4.2 Instrument Defining the Rights of Security Holders HTML 61K 8: R1 Document And Entity Information HTML 47K 11: XML IDEA XML File -- Filing Summary XML 12K 9: XML XBRL Instance -- mitesco20220602_8k_htm XML 13K 10: EXCEL IDEA Workbook of Financial Reports XLSX 6K 5: EX-101.DEF XBRL Definitions -- miti-20220523_def XML 33K 6: EX-101.LAB XBRL Labels -- miti-20220523_lab XML 64K 7: EX-101.PRE XBRL Presentations -- miti-20220523_pre XML 32K 4: EX-101.SCH XBRL Schema -- miti-20220523 XSD 13K 12: JSON XBRL Instance as JSON Data -- MetaLinks 12± 19K 13: ZIP XBRL Zipped Folder -- 0001185185-22-000724-xbrl Zip 35K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM i 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): i May 23, 2022
i MITESCO, INC.
(Exact Name of Registrant as Specified in Charter)
| i Delaware | i 87-0496850 | |||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| i 1600 Highway 100 South, Suite 432 i St. Louis Park, i MN i 55416 |
| (Address of principal executive offices) (Zip Code) |
i (844) i 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:
| i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| i ☐ | 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 |
| i N/A | i 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 i ☐
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. |
Entry into a Material Definitive Agreement. |
Issuance of May 26 Notes
The Company issued five 10% Promissory Notes due as described below (collectively, the “May 26 Notes”), dated May 26, 2022, Larry Diamond, Jenny Lindstrom and other related parties (the “May 26 Lenders”) and in respect of which the Company received proceeds of $175,000. Lawrence Diamond is the Chief Executive Officer of the Company. Jenny Lindstrom is the Chief Legal Officer of the Company.
The May 26 Notes carry a 10% interest rate per annum, payable in monthly installments, and has a maturity date that is the earlier of (i) November 30, 2022, or (ii) the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE. The aggregate amount payable at maturity will be $205,883 plus 10% of that amount plus any accrued and unpaid interest. Following an event of default, as defined in the May 26 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 May 26 Notes contain a “most favored nations” clause that provides that, so long as the May 26 Notes are outstanding, if the Company issues any new security, which the May 26 Lenders reasonably believe contains a term that is more favorable than those in the May 26 Notes, the Company shall notify the May 26 Lenders of such term, and such term, at the option of the May 26 Lenders, shall become a part of the May 26 Notes. In addition, the May 26 Lenders will be issued in the aggregate (1) 84,412 five-year warrants (the “May 26 Warrants”) and (2) 84,412 shares of Common Stock as commitment shares. The May 26 Warrants have an initial exercise price of $0.50 per share. The May 26 Warrants are not exercisable for six months following their issuance. The May 26 Lenders may exercise the May 26 Warrants on a cashless basis if after the six-month anniversary of date of issuance, the shares of Common Stock underlying the Warrants are not then registered pursuant to an effective registration statement.
This summary is not a complete description of all of the terms of the May 26 Notes and the May 26 Warrants and is qualified in its entirety by reference to the full text of the form May 26 Notes and the form May 26 Warrants filed as Exhibits 4.1 and 4.2, respectively hereto, which is incorporated by reference into this Item 1.01.
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Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. |
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. |
Unregistered Sales of Equity Securities. |
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. |
Material Modification to Rights of Security Holders. |
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. |
Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit No. |
Description |
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4.1* |
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4.2* |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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* |
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: June 2, 2022 |
MITESCO, INC. |
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By: |
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Chief Financial Officer |
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| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 11/30/22 | ||||
| Filed on: | 6/2/22 | 4 | ||
| 5/26/22 | 4 | |||
| For Period end: | 5/23/22 | |||
| 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 |