Current Report Filing (8-k)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

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FORM 8-K

 

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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 9, 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)

 

[phone]

(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)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	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.

Entry into a Material Definitive Agreement.

 

Issuance of Promissory Notes

 

Mitesco, Inc. (the “Company”) issued the following three 10% promissory notes:

 

(1)

Hagan promissory note (the “Hagan Note”), to Cliff Hagan, on September 9, 2022, of which the Company received proceeds of $85,000;

 

(2)

Darling Capital promissory note (the “DC Note”), to Darling Capital, on September 14, 2022, of which the Company received proceeds of $170,000.

 

(3)

Leath promissory note (the “Leath Note”, together with the Hagan Note and the DC Note, the “Notes”), to Mack Leath (together with Cliff Hagan and Darling Capital, LLC, the “Lenders”), on September 15, 2022, of which the Company received proceeds of $42,500.

 

The maturity date of the Hagan Note is the earlier 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) December 10, 2022. The maturity date of the DC Note and the Leath Note is the earlier 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) December 15, 2022.

 

The Notes carry a 10% interest rate per annum, accrued monthly and payable at maturity. The aggregate amount payable at maturity will be $350,000 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 143,500 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.

 

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.

 

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.

 

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

 

Exhibit No.		Description
4.1*		Form Promissory Note dated September 15, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

*	Filed herewith.

 

 

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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.

 

Dated: September 15, 2022	MITESCO, INC.
	By:	/s/ Lawrence Diamond
		Lawrence Diamond
		Chief Executive Officer