Current Report Filing (8-k)

---

---

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): November 18, 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. ☐

 

 

---

 

 

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On November 18, 2022, Mitesco, Inc., a Delaware corporation (the “Company”), filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Certificate of Incorporation, as previously amended (“Certificate of Incorporation”), with the Secretary of State of the State of Delaware, to effect a reverse stock split of the Company’s common stock, $0.01 par value per share (“Common Stock”), at a rate of 1-for-50 (the “Reverse Stock Split”).

 

The Reverse Stock Split will be effective on December 12, 2022. The Common Stock will be quoted on the OTCQB under the symbol “MITID” and will start trading on a post-split basis on December 12, 2022. After 20 business days, the symbol will change back to “MITI”. The Company’s post-reverse split Common Stock has new CUSIP numbers, 60672T206, but the par value and all other terms of the Common Stock were not affected by the Reverse Stock Split. No fractional shares will be issued as a result of the Reverse Stock Split. In lieu thereof, fractional shares were rounded up to the nearest whole share.

 

The Company’s transfer agent, Transhare Corporation, is acting as exchange agent for the Reverse Stock Split and will send instructions to stockholders of record regarding the exchange of certificates of Common Stock.

 

As a result of the Reverse Stock Split, the number of shares of the Company’s Common Stock that may be purchased upon exercise of outstanding warrants, options, or other securities convertible into, or exercisable or exchangeable for, shares of our Common Stock, and the exercise or conversion prices for these securities, have also be ratably adjusted in accordance with their terms.

 

The foregoing description of the Certificate of Amendment and the Reverse Stock Split set forth above does not purport to be complete and is qualified in its entirety by reference to the Certificate of Amendment. A copy of the Certificate of Amendment is filed as Exhibit 3.1 hereto and incorporated herein by reference.

 

Item 8.01

Other Events.

 

On December 9, 2022, the Company issued a press release announcing a reverse stock split of its common stock at a ratio of 1-to-50. A copy of this press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
3.1		Certificate of Amendment to the Certificate of Incorporation of the Company, filed on November 18, 2022, effective as of November 21, 2022
99.1		Press Release dated December 9, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

---

 

 

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: December 9, 2022	MITESCO, INC.
	By:	/s/ Lawrence Diamond
		Lawrence Diamond
		Chief Executive Officer