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): January 29, 2021

 

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.)

 

601 Carlson Parkway, Suite 1050

Minnetonka, MN 55305

(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)

 

 

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:

 

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 1.01

Entry into Material Definitive Agreement

 

Private Sale and Issuance Restricted Shares

 

Between January 29, 2021 through February 1, 2021, Mitesco, Inc. (the “Company”) entered into a Securities Purchase Agreements (the “SPA”) with forty-five (45) investors, for the sale of 8,192,000 shares of the Company’s restricted common stock for the aggregate price of  $2,048,000, at a price of $.25 per share. The price was determined based on the prior day ten (10) day average closing price, less a 20% discount for the risk associated with restricted stock. The transaction was executed directly with the Company and no brokers, dealers or representatives were involved.

 

The purchasers of the common stock  shares include executives who are a part of the senior management team of The Good Clinic, LLC, a wholly owned subsidiary of the Company, and parties related to other executives in the Company, as well as a number of historical shareholders.

 

Item 1.01 of this Current Report on Form 8-K contains only a brief description of the material terms of the SPA, and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety by reference to the full text of the Form of the SPA, filed as Exhibit 10.01 to this Current Report on Form 8-K, and are incorporated herein by reference.

 

Restricted Common Stock Issuance and Cancellation of all Convertible Bridge Notes

 

On August 20, 2020, September 30, 2020, October 30, 2020. December 9, 2020,  the Company entered into convertible promissory notes with Eagle Equities, LLC  which had aggregate principal outstanding of  $200,200, $114,400, $114,400 and $220,000 as of February 8, 2021. On February 1, 2021, and in agreements executed on February 8, 2021, the Company entered into agreements with Eagle Equities, LLC whereby the principal and interest under each note were exchanged for an aggregate of 3,524,049 shares of the Company’s restricted common stock. The Agreements are included as Exhibit 10.02 through 10.06 to this report on Form 8-K. Upon issuance of the aforementioned common shares to Eagle Equities, LLC, the Company will have no convertible notes outstanding.

 

Share Exchange of Series A Preferred, Series B Preferred with Restricted Common Stock

 

As disclosed in a report on Form 8-K filed with the Securities and Exchange Commission on March 13, 2020, the Company issued a total of 4,800 shares of its Series A Preferred Stock  to four (4) individuals in association with its The Good Clinic, LLC business unit. On or about February 1, 2021 the  holders of the Series A Preferred shares agreed to exchange their Series A Preferred Stock for an aggregate of 600,000 shares of the Company’s newly issued restricted common stock, with each holder to receive 150,000 shares. The Agreement which details this exchange is included as Exhibit 10.06 to this report on Form 8-K. Upon issuance of the aforementioned common shares, the Company will have no Series A Preferred shares outstanding.

 

Item 3.02

Unregistered Sales of Equity Securities.

 

The applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. The issuance of the securities set forth herein was made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act. Section 4(2) was available because the offer and sale of securities did  not involve a public offering.

 

 

 

Item 7.01

Regulation FD Disclosure.

 

On February 5, 2021, the Company issued a press announcing its progress on expansion and capital related matters.

 

A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information presented in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 is being furnished and shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise be subject to the liabilities of that section, nor is it incorporated by reference into any filing of the Company, under the Securities Act of 1933, or the Securities Exchange Act of 1934, whether made before or after the date hereof, regardless of any general incorporation language in such filing. 

 

Item 8.01

Other Events.

 

The Good Clinic” begins operations in Minneapolis, Minnesota

 

The Company has initiated operations at its flagship unit at The Nord Haus multifamily complex developed by Lennar Corporation. The Company previously announced  a letter of intent documents for two (2) additional Lennar properties in Denver, Colorado.

 

Item 9.01

Financial Statements and Exhibits.

 

Exhibit No.

 

Description

10.01

 

Form of Securities Purchase Agreement used for private placement of restricted common stock

10.02

 

Agreement to exchange amounts due under convertible note dated August 20, 2020 for restricted common stock

10.03

 

Agreement to exchange amounts due under convertible note dated September 20, 2020 for restricted common stock

10.04

 

Agreement to exchange amounts due under convertible note dated October 30, 2020 for restricted common stock

10.05

 

Agreement to exchange amounts due under convertible note dated December 9, 2020 for restricted common stock

10.06

 

Form of Exchange Agreement for Restricted Common Stock with Four (4) Parties Regarding Clinic Assets

99.1

 

Press release dated February 5, 2021 regarding business and capital related matters

 

 

 

 

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.

 

 

MITESCO, INC.

 

 

 

Date: February 10, 2021

By: 

/s/ Lawrence Diamond

 

 

  

Lawrence Diamond 

 

  

Chief Executive Officer and Interim Chief Financial Officer 

 

 

 

 

EXHIBIT 10.01

 

Simple Stock Purchase Agreement 

   

THIS AGREEMENT is made and entered on January 28, 2021 by and between, Mitesco, Inc. ("Seller") of 601 Carlson Parkway, Suite 1050, Minnetonka, Minnesota 55305 and

 

Purchaser’s Name:                                                    

Address:                                                              

Email:                                                              

Phone:                                                              

 

All parties agree that this agreement will be memorialized in a more complete document including an investor qualification questionnaire at a later time, and that all details as noted here shall survive that document set.

  

WITNESSETH:

  

Whereas, the Seller is a duly organized Corporation, who is the record owner of outstanding shares of the capital stock of Mitesco, Inc. (hereinafter referred to as the "Corporation"), a Delaware corporation, which has authority to sell _________shares of capital stock at $0.01 par value restricted common stock, at a price of : $0.25/share, and

  

WHEREAS, the Purchaser desires to purchase said stock and the Seller desires to sell said stock, upon the terms and subject to the conditions hereinafter set forth;

  

NOW, THEREFORE, in consideration of the mutual covenants and Agreements contained in this Agreement, and in order to consummate the purchase and the sale of the Corporation's Stock aforementioned, it is hereby agreed as follows:

  

Purchase and Sale 

Subject to the terms and conditions hereinafter set forth, at the closing of the transaction contemplated hereby, the Seller shall sell, convey, transfer, and deliver to the Purchaser certificates representing such stock, and the Purchaser shall purchase from the Seller the Corporation's Stock in consideration of the purchase price set forth in this Agreement. The certificates representing the Corporation's Stock shall be duly endorsed for transfer or accompanied by appropriate stock transfer powers duly executed in blank, in either case with signatures guaranteed in the customary fashion, and shall have all the necessary documentary transfer tax stamps affixed thereto at the expense of the Seller.

  

The closing of the transactions contemplated by this Agreement (the "Closing"), shall be held at Mitesco Inc. located at 601 Carlson Parkway, Suite 1050, Minnetonka, Minnesota 55305 on February 1, 2021, at noon, or such other place, date and time as the parties hereto may otherwise agree.

 

Amount and Payment of Purchase Price 

(a) Consideration 

As total consideration for the purchase and sale of the Corporation's Stock, pursuant to this Agreement, the Purchaser shall pay to the Seller the sum of $___________, such total consideration to be referred to in this Agreement as the "Purchase Price".

  

(b) Payment 

The Purchase Price shall be paid as follows:

i. The sum of $____________ to be delivered to Seller upon the execution of this Agreement via federal funds wire to the Company bank (details included in separate document).

  

Representations and Warranties of Seller 

Seller hereby warrants and represents:

  

(a) Organization and Standing 

The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to carry on its business as it is now being conducted.

  

 

 

(b) Restrictions on Stock 

i. The Seller is not a party to any Agreement, written or oral, creating rights in respect to the Corporation's Stock in any third person or relating to the voting of the Corporation's Stock.

  

ii. Seller is the lawful owner of the Stock, free and clear of all security interests, liens, encumbrances, equities and other charges.

  

iii. There are no existing warrants, options, stock purchase agreements, redemption agreements, restrictions of any nature, calls or rights to subscribe of any character relating to the stock, nor are there any securities convertible into such stock.

  

Representations and Warranties of Seller and Purchaser 

Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller and Purchaser which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated hereby.

  

General Provisions 

(a) Entire Agreement 

This Agreement (including any written amendments here of executed by the parties) constitutes the entire Agreement and supersedes all prior agreements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof.

 

Certificates to be Issued

Please select where the restricted stock certificates should be held (management recommends that the stock certificates should be held electronically at the transfer agent (Transhare). If neither is selected the certificates will be held at the transfer agent.

 

Certificates that are lost or stolen are the owners sole responsibility.

 

Hold Electronically at the transfer agent   X    

 

Mail the paper stock certificates:_________

 

 (b) Sections and Other Headings

The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

 

(c) Governing Law 

This Agreement, and all transactions contemplated hereby, shall be governed by, construed and enforced in accordance with the laws of the State of Minnesota. In the event that litigation results from or arises out of this Agreement or the performance thereof, the parties agree to reimburse the prevailing party's reasonable attorney's fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled.

  

IN WITNESS WHEREOF, this Agreement has been executed by each of the individual parties hereto on the date first above written.

  

SELLER:

  

  

  

By: ___________________________________      Date: __________________

Lawrence Diamond

CEO, Mitesco, Inc.

  

  

PURCHASER:

  

  

By: ___________________________________      Date: __________________

 

___________________________________

Print Name

 

 

 

 

Wire Instructions

 

TO: New Restricted Stock Share Holders

 

FROM: MITESCO INC.

 

DATE: January 28, 2021

 

RE: Sending Funds

In connection with the purchase of Mitesco Inc. restricted common stock, please wire funds as follows:

 

 

[ISSUER WIRING INFO]

 

 

 

Account Name: Mitesco Inc. (checking)

 

Account Address: 601Carlson Parkway, Suite 1050 Minnetonka, MN 55305

 

ABA Routing Number: 026009593

 

Account Number: 139101496387

 

Bank Name: Bank of America

Bank Address: PO Box 25118 Tampa FL 33622-5118

 

 

 

EXHIBIT 10.02

 

SETTLEMENT AND EXCHANGE AGREEMENT

 

Eagle Equities, LLC (the “Holder” or “Eagle”), enters into this Settlement and Exchange Agreement (the “Agreement”) with MITESCO, INC. (the “Company”) on February 8, 2021 whereby the Holder will exchange (the “Exchange”) the principal balance, along with any interest or premiums due under the note dated August 20, 2020 (the Debt”) for shares of the Company’s common stock with a par value of $0.01 (the “Common Stock”) as set forth herein.

 

 

 

On and subject to the terms hereof, the parties hereto agree as follows:

 

 

Article I

 

Exchange of the Debt for Common Stock

 

Section 1.1. Amount Due. Holder and the Company agree to the outstanding principal balance of $200,200.00 plus any accrued interest and/or premiums due to Holder pursuant to the following agreements:

 

Section 1.2 Exchange. The Company and the Holder agree to exchange and settle the Debt owed by the Company to Holder for the issuance to the Holder of ONE MILLION ONE HUNDRED EIGHTY-FOUR THOUSAND ONE HUNDRED FORTY-EIGHT (1,184,148) shares of Common Stock (the “Exchange Shares”).

 

Article II 

 

Covenants, Representations and Warranties of the Holders

 

The Holder hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date hereof, to the Company, and all such covenants, representations and warranties shall survive the Closing.

 

Section 2.1 Power and Authorization. The Holder has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Exchange contemplated hereby.

 

Section 2.2 Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Holder and constitutes a legal, valid and binding obligation of the Holder, enforceable against the Holder in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, and (b) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (such qualifications in clauses (a) and (b) being the “Enforceability Exceptions”). This Agreement and consummation of the Exchange will not violate, conflict with or result in a breach of or default under (i) any agreement or instrument to which the Holder is a party or by which the Holder or any of their respective assets are bound, or (ii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Holder.

 

Section 2.3 Title to the Debt. The Holder is the sole legal and beneficial owner of the Debt. The Holder has good, valid and marketable title to the Debt, free and clear of any Liens. The Holder has not, in whole or in part, , (a) assigned, transferred, hypothecated, pledged, exchanged or otherwise disposed of any of its rights in the Debt, or (b) given any person or entity any transfer order, power of attorney or other authority of any nature whatsoever with respect to its Debt. Upon delivery of the Exchange Shares the Debt will be satisfied in full and the Company will have no further obligation to the Holder.

 

Section 2.4 Restricted Stock. The Holder (a) acknowledges that the Exchange Shares have not been registered under the Securities Act or any state securities laws, and the Exchange Shares are being offered and sold in reliance upon exemptions provided in the Securities Act and state securities laws for transactions not involving any public offering and, therefore, cannot be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of unless they are subsequently registered and qualified under the Securities Act and applicable state laws or unless an exemption from such registration and qualification is available, and that certificates representing the Exchange Shares will bear a legend to such effect, and (b) is purchasing the Exchange Shares for investment purposes only for the account of the Holder and not with any view toward a distribution thereof or with any intention of selling, distributing or otherwise disposing of the Exchange Shares in a manner that would violate the registration requirements of the Securities Act. The Holder is able to bear the economic risk of holding the Exchange Shares for an indefinite period and has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of its investment in the Shares.

 

 

 

Section 2.5 Adequate Information; No Reliance. The Holder acknowledges and agrees that (a) the Holder has been furnished with all materials it considers relevant to making an investment decision to enter into the Exchange and has had the opportunity to review the Company’s filings and submissions with OTC Markets at www.otcmarkets.com, (b) the Holder has had a full opportunity to ask questions of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects, and the terms and conditions of the Exchange, (c) the Holder has had the opportunity to consult with its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Exchange and to make an informed investment decision with respect to such Exchange and (d) the Holder is not relying, and has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its affiliates or representatives including, without limitation, its attorneys, except for (A) the publicly available filings and submissions made by the Company with OTC Markets, and (B) the representations and warranties made by the Company in this Agreement. The Holder is an Accredited Investor as described under the Securities Act of 1933.

 

Section 2.6 Limited Public Market. The Holder understands that there may be a limited public market for the Common Stock, and that there is no assurance that Holder will be able to sell the Exchange Shares.

 

Article III 

 

Covenants, Representations and Warranties of the Company

 

The Company hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date hereof, to the Holder and all such covenants, representations and warranties shall survive the Closing.

 

Section 3.1 Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this Agreement and to perform its obligations hereunder and thereunder, and to consummate the Exchange contemplated hereby.

 

Section 3.2 Valid and Enforceable Agreements; No Violations. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. This Agreement and consummation of the Exchange will not violate, conflict with or result in a breach of or default under (i) the charter, bylaws or other organizational documents of the Company, (ii) any agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company.

 

Section 3.3 Validity of the Exchange Shares. The Exchange Shares have been duly authorized and will upon issuance be validly issued, fully paid and non-assessable, and the issuance of the Exchange Shares will not be subject to any preemptive, participation, rights of first refusal or other similar rights. Exchange Shares (a) will be issued in the Exchange exempt from the registration requirements of the Securities Act pursuant to Section 4(2) of the Securities Act.

 

 

 

Article IV

 

Miscellaneous

 

Section 4.1 Entire Agreement. This Agreement and any documents and agreements executed in connection with the Exchange embody the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior and contemporaneous oral or written agreements, representations, warranties, contracts, correspondence, conversations, memoranda and understandings between or among the parties or any of their agents, representatives or affiliates relative to such subject matter, including, without limitation, any term sheets, emails or draft documents.

 

Section 4.2 Construction. References in the singular shall include the plural, and vice versa, unless the context otherwise requires. References in the masculine shall include the feminine and neuter, and vice versa, unless the context otherwise requires. Headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meanings of the provisions hereof. Neither party, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions of this Agreement, and all language in all parts of this Agreement shall be construed in accordance with its fair meaning, and not strictly for or against either party.

 

Section 4.3 Governing Law. This Agreement shall in all respects be construed in accordance with and governed by the substantive laws of the State of Nevada, without reference to its choice of law rules. Venue for any action arising pursuant hereto shall be brought in the state or federal courts located in the county or city of New York, New York.

 

 

 

Section 4.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Any counterpart or other signature hereon delivered by facsimile shall be deemed for all purposes as constituting good and valid execution and delivery of this Agreement by such party.

 

 

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the date first above written.

 

“COMPANY”

 

MITESCO, INC.

 

 

By:                                                                     

 

Name:                                                                 

 

Title:                                                                   

 

 

 

“HOLDER”

 

Eagle Equities, LLC

 

 

By:                                                                     

 

Name:                                                                 

 

Title:                                                                   

 

 

 

 

 

 

EXHIBIT 10.03

 

SETTLEMENT AND EXCHANGE AGREEMENT

 

Eagle Equities, LLC (the “Holder” or “Eagle”), enters into this Settlement and Exchange Agreement (the “Agreement”) with MITESCO, INC. (the “Company”) on February 8, 2021 whereby the Holder will exchange (the “Exchange”) the principal balance, along with any interest or premiums due under the note dated September 30, 2020 (the Debt”) for shares of the Company’s common stock with a par value of $0.01 (the “Common Stock”) as set forth herein.

 

 

 

On and subject to the terms hereof, the parties hereto agree as follows:

 

 

Article I

 

Exchange of the Debt for Common Stock

 

Section 1.1. Amount Due. Holder and the Company agree to the outstanding principal balance of $114,400.00 plus any accrued interest and/or premiums due to Holder pursuant to the following agreements:

 

Section 1.2 Exchange. The Company and the Holder agree to exchange and settle the Debt owed by the Company to Holder for the issuance to the Holder of SIX HUNDRED THIRTY-NINE THOUSAND FIVE HUNDRED NINETY-THREE (639,593) shares of Common Stock (the “Exchange Shares”).

 

Article II 

 

Covenants, Representations and Warranties of the Holders

 

The Holder hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date hereof, to the Company, and all such covenants, representations and warranties shall survive the Closing.

 

Section 2.1 Power and Authorization. The Holder has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Exchange contemplated hereby.

 

Section 2.2 Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Holder and constitutes a legal, valid and binding obligation of the Holder, enforceable against the Holder in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, and (b) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (such qualifications in clauses (a) and (b) being the “Enforceability Exceptions”). This Agreement and consummation of the Exchange will not violate, conflict with or result in a breach of or default under (i) any agreement or instrument to which the Holder is a party or by which the Holder or any of their respective assets are bound, or (ii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Holder.

 

Section 2.3 Title to the Debt. The Holder is the sole legal and beneficial owner of the Debt. The Holder has good, valid and marketable title to the Debt, free and clear of any Liens. The Holder has not, in whole or in part, , (a) assigned, transferred, hypothecated, pledged, exchanged or otherwise disposed of any of its rights in the Debt, or (b) given any person or entity any transfer order, power of attorney or other authority of any nature whatsoever with respect to its Debt. Upon delivery of the Exchange Shares the Debt will be satisfied in full and the Company will have no further obligation to the Holder.

 

Section 2.4 Restricted Stock. The Holder (a) acknowledges that the Exchange Shares have not been registered under the Securities Act or any state securities laws, and the Exchange Shares are being offered and sold in reliance upon exemptions provided in the Securities Act and state securities laws for transactions not involving any public offering and, therefore, cannot be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of unless they are subsequently registered and qualified under the Securities Act and applicable state laws or unless an exemption from such registration and qualification is available, and that certificates representing the Exchange Shares will bear a legend to such effect, and (b) is purchasing the Exchange Shares for investment purposes only for the account of the Holder and not with any view toward a distribution thereof or with any intention of selling, distributing or otherwise disposing of the Exchange Shares in a manner that would violate the registration requirements of the Securities Act. The Holder is able to bear the economic risk of holding the Exchange Shares for an indefinite period and has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of its investment in the Shares.

 

 

 

Section 2.5 Adequate Information; No Reliance. The Holder acknowledges and agrees that (a) the Holder has been furnished with all materials it considers relevant to making an investment decision to enter into the Exchange and has had the opportunity to review the Company’s filings and submissions with OTC Markets at www.otcmarkets.com, (b) the Holder has had a full opportunity to ask questions of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects, and the terms and conditions of the Exchange, (c) the Holder has had the opportunity to consult with its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Exchange and to make an informed investment decision with respect to such Exchange and (d) the Holder is not relying, and has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its affiliates or representatives including, without limitation, its attorneys, except for (A) the publicly available filings and submissions made by the Company with OTC Markets, and (B) the representations and warranties made by the Company in this Agreement. The Holder is an Accredited Investor as described under the Securities Act of 1933.

 

Section 2.6 Limited Public Market. The Holder understands that there may be a limited public market for the Common Stock, and that there is no assurance that Holder will be able to sell the Exchange Shares.

 

Article III 

 

Covenants, Representations and Warranties of the Company

 

The Company hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date hereof, to the Holder and all such covenants, representations and warranties shall survive the Closing.

 

Section 3.1 Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this Agreement and to perform its obligations hereunder and thereunder, and to consummate the Exchange contemplated hereby.

 

Section 3.2 Valid and Enforceable Agreements; No Violations. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. This Agreement and consummation of the Exchange will not violate, conflict with or result in a breach of or default under (i) the charter, bylaws or other organizational documents of the Company, (ii) any agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company.

 

Section 3.3 Validity of the Exchange Shares. The Exchange Shares have been duly authorized and will upon issuance be validly issued, fully paid and non-assessable, and the issuance of the Exchange Shares will not be subject to any preemptive, participation, rights of first refusal or other similar rights. Exchange Shares (a) will be issued in the Exchange exempt from the registration requirements of the Securities Act pursuant to Section 4(2) of the Securities Act.

 

 

 

Article IV

 

Miscellaneous

 

Section 4.1 Entire Agreement. This Agreement and any documents and agreements executed in connection with the Exchange embody the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior and contemporaneous oral or written agreements, representations, warranties, contracts, correspondence, conversations, memoranda and understandings between or among the parties or any of their agents, representatives or affiliates relative to such subject matter, including, without limitation, any term sheets, emails or draft documents.

 

Section 4.2 Construction. References in the singular shall include the plural, and vice versa, unless the context otherwise requires. References in the masculine shall include the feminine and neuter, and vice versa, unless the context otherwise requires. Headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meanings of the provisions hereof. Neither party, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions of this Agreement, and all language in all parts of this Agreement shall be construed in accordance with its fair meaning, and not strictly for or against either party.

 

Section 4.3 Governing Law. This Agreement shall in all respects be construed in accordance with and governed by the substantive laws of the State of Nevada, without reference to its choice of law rules. Venue for any action arising pursuant hereto shall be brought in the state or federal courts located in the county or city of New York, New York.

 

 

 

Section 4.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Any counterpart or other signature hereon delivered by facsimile shall be deemed for all purposes as constituting good and valid execution and delivery of this Agreement by such party.

 

 

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the date first above written.

 

“COMPANY”

 

MITESCO, INC.

 

 

 

By:                                                                     

 

Name:                                                                 

 

Title:                                                                   

 

 

 

 

“HOLDER”

 

Eagle Equities, LLC

 

 

By:                                                                     

 

Name:                                                                 

 

Title:                                                                   

 

 

 

 

EXHIBIT 10.04

 

SETTLEMENT AND EXCHANGE AGREEMENT

 

Eagle Equities, LLC (the “Holder” or “Eagle”), enters into this Settlement and Exchange Agreement (the “Agreement”) with MITESCO, INC. (the “Company”) on February 8, 2021 whereby the Holder will exchange (the “Exchange”) the principal balance, along with any interest or premiums due under the note dated December 9, 2020 (the Debt”) for shares of the Company’s common stock with a par value of $0.01 (the “Common Stock”) as set forth herein.

 

 

 

On and subject to the terms hereof, the parties hereto agree as follows:

 

 

Article I

 

Exchange of the Debt for Common Stock

 

Section 1.1. Amount Due. Holder and the Company agree to the outstanding principal balance of $220,000.00 plus any accrued interest and/or premiums due to Holder pursuant to the following agreements:

 

Section 1.2 Exchange. The Company and the Holder agree to exchange and settle the Debt owed by the Company to Holder for the issuance to the Holder of ONE MILLION NINETY-FIVE THOUSAND ONE HUNDRED THIRTY ONE (1,095,131) shares of Common Stock (the “Exchange Shares”).

 

Article II 

 

Covenants, Representations and Warranties of the Holders

 

The Holder hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date hereof, to the Company, and all such covenants, representations and warranties shall survive the Closing.

 

Section 2.1 Power and Authorization. The Holder has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Exchange contemplated hereby.

 

Section 2.2 Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Holder and constitutes a legal, valid and binding obligation of the Holder, enforceable against the Holder in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, and (b) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (such qualifications in clauses (a) and (b) being the “Enforceability Exceptions”). This Agreement and consummation of the Exchange will not violate, conflict with or result in a breach of or default under (i) any agreement or instrument to which the Holder is a party or by which the Holder or any of their respective assets are bound, or (ii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Holder.

 

Section 2.3 Title to the Debt. The Holder is the sole legal and beneficial owner of the Debt. The Holder has good, valid and marketable title to the Debt, free and clear of any Liens. The Holder has not, in whole or in part, , (a) assigned, transferred, hypothecated, pledged, exchanged or otherwise disposed of any of its rights in the Debt, or (b) given any person or entity any transfer order, power of attorney or other authority of any nature whatsoever with respect to its Debt. Upon delivery of the Exchange Shares the Debt will be satisfied in full and the Company will have no further obligation to the Holder.

 

Section 2.4 Restricted Stock. The Holder (a) acknowledges that the Exchange Shares have not been registered under the Securities Act or any state securities laws, and the Exchange Shares are being offered and sold in reliance upon exemptions provided in the Securities Act and state securities laws for transactions not involving any public offering and, therefore, cannot be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of unless they are subsequently registered and qualified under the Securities Act and applicable state laws or unless an exemption from such registration and qualification is available, and that certificates representing the Exchange Shares will bear a legend to such effect, and (b) is purchasing the Exchange Shares for investment purposes only for the account of the Holder and not with any view toward a distribution thereof or with any intention of selling, distributing or otherwise disposing of the Exchange Shares in a manner that would violate the registration requirements of the Securities Act. The Holder is able to bear the economic risk of holding the Exchange Shares for an indefinite period and has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of its investment in the Shares.

 

 

 

Section 2.5 Adequate Information; No Reliance. The Holder acknowledges and agrees that (a) the Holder has been furnished with all materials it considers relevant to making an investment decision to enter into the Exchange and has had the opportunity to review the Company’s filings and submissions with OTC Markets at www.otcmarkets.com, (b) the Holder has had a full opportunity to ask questions of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects, and the terms and conditions of the Exchange, (c) the Holder has had the opportunity to consult with its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Exchange and to make an informed investment decision with respect to such Exchange and (d) the Holder is not relying, and has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its affiliates or representatives including, without limitation, its attorneys, except for (A) the publicly available filings and submissions made by the Company with OTC Markets, and (B) the representations and warranties made by the Company in this Agreement. The Holder is an Accredited Investor as described under the Securities Act of 1933.

 

Section 2.6 Limited Public Market. The Holder understands that there may be a limited public market for the Common Stock, and that there is no assurance that Holder will be able to sell the Exchange Shares.

 

Article III 

 

Covenants, Representations and Warranties of the Company

 

The Company hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date hereof, to the Holder and all such covenants, representations and warranties shall survive the Closing.

 

Section 3.1 Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this Agreement and to perform its obligations hereunder and thereunder, and to consummate the Exchange contemplated hereby.

 

Section 3.2 Valid and Enforceable Agreements; No Violations. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. This Agreement and consummation of the Exchange will not violate, conflict with or result in a breach of or default under (i) the charter, bylaws or other organizational documents of the Company, (ii) any agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company.

 

Section 3.3 Validity of the Exchange Shares. The Exchange Shares have been duly authorized and will upon issuance be validly issued, fully paid and non-assessable, and the issuance of the Exchange Shares will not be subject to any preemptive, participation, rights of first refusal or other similar rights. Exchange Shares (a) will be issued in the Exchange exempt from the registration requirements of the Securities Act pursuant to Section 4(2) of the Securities Act.

 

 

 

Article IV

 

Miscellaneous

 

Section 4.1 Entire Agreement. This Agreement and any documents and agreements executed in connection with the Exchange embody the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior and contemporaneous oral or written agreements, representations, warranties, contracts, correspondence, conversations, memoranda and understandings between or among the parties or any of their agents, representatives or affiliates relative to such subject matter, including, without limitation, any term sheets, emails or draft documents.

 

Section 4.2 Construction. References in the singular shall include the plural, and vice versa, unless the context otherwise requires. References in the masculine shall include the feminine and neuter, and vice versa, unless the context otherwise requires. Headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meanings of the provisions hereof. Neither party, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions of this Agreement, and all language in all parts of this Agreement shall be construed in accordance with its fair meaning, and not strictly for or against either party.

 

Section 4.3 Governing Law. This Agreement shall in all respects be construed in accordance with and governed by the substantive laws of the State of Nevada, without reference to its choice of law rules. Venue for any action arising pursuant hereto shall be brought in the state or federal courts located in the county or city of New York, New York.

 

 

 

Section 4.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Any counterpart or other signature hereon delivered by facsimile shall be deemed for all purposes as constituting good and valid execution and delivery of this Agreement by such party.

 

 

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the date first above written.

 

 

“COMPANY”

 

MITESCO, INC.

 

 

 

By:                                                                     

 

Name:                                                                 

 

Title:                                                                   

 

 

 

 

“HOLDER”

 

Eagle Equities, LLC

 

 

By:                                                                     

 

Name:                                                                 

 

Title:                                                                   

 

 

 

EXHIBIT 10.05

 

 SETTLEMENT AND EXCHANGE AGREEMENT

 

Eagle Equities, LLC (the “Holder” or “Eagle”), enters into this Settlement and Exchange Agreement (the “Agreement”) with MITESCO, INC. (the “Company”) on February 8, 2021 whereby the Holder will exchange (the “Exchange”) the principal balance, along with any interest or premiums due under the note dated December 9, 2020 (the Debt”) for shares of the Company’s common stock with a par value of $0.01 (the “Common Stock”) as set forth herein.

 

 

 

On and subject to the terms hereof, the parties hereto agree as follows:

 

 

Article I

 

Exchange of the Debt for Common Stock

 

Section 1.1. Amount Due. Holder and the Company agree to the outstanding principal balance of $220,000.00 plus any accrued interest and/or premiums due to Holder pursuant to the following agreements:

 

 

Section 1.2 Exchange. The Company and the Holder agree to exchange and settle the Debt owed by the Company to Holder for the issuance to the Holder of ONE MILLION NINETY-FIVE THOUSAND ONE HUNDRED THIRTY ONE (1,095,131) shares of Common Stock (the “Exchange Shares”).

 

Article II 

 

Covenants, Representations and Warranties of the Holders

 

The Holder hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date hereof, to the Company, and all such covenants, representations and warranties shall survive the Closing.

 

Section 2.1 Power and Authorization. The Holder has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Exchange contemplated hereby.

 

Section 2.2 Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Holder and constitutes a legal, valid and binding obligation of the Holder, enforceable against the Holder in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, and (b) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (such qualifications in clauses (a) and (b) being the “Enforceability Exceptions”). This Agreement and consummation of the Exchange will not violate, conflict with or result in a breach of or default under (i) any agreement or instrument to which the Holder is a party or by which the Holder or any of their respective assets are bound, or (ii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Holder.

 

Section 2.3 Title to the Debt. The Holder is the sole legal and beneficial owner of the Debt. The Holder has good, valid and marketable title to the Debt, free and clear of any Liens. The Holder has not, in whole or in part, , (a) assigned, transferred, hypothecated, pledged, exchanged or otherwise disposed of any of its rights in the Debt, or (b) given any person or entity any transfer order, power of attorney or other authority of any nature whatsoever with respect to its Debt. Upon delivery of the Exchange Shares the Debt will be satisfied in full and the Company will have no further obligation to the Holder.

 

Section 2.4 Restricted Stock. The Holder (a) acknowledges that the Exchange Shares have not been registered under the Securities Act or any state securities laws, and the Exchange Shares are being offered and sold in reliance upon exemptions provided in the Securities Act and state securities laws for transactions not involving any public offering and, therefore, cannot be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of unless they are subsequently registered and qualified under the Securities Act and applicable state laws or unless an exemption from such registration and qualification is available, and that certificates representing the Exchange Shares will bear a legend to such effect, and (b) is purchasing the Exchange Shares for investment purposes only for the account of the Holder and not with any view toward a distribution thereof or with any intention of selling, distributing or otherwise disposing of the Exchange Shares in a manner that would violate the registration requirements of the Securities Act. The Holder is able to bear the economic risk of holding the Exchange Shares for an indefinite period and has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of its investment in the Shares.

 

 

 

Section 2.5 Adequate Information; No Reliance. The Holder acknowledges and agrees that (a) the Holder has been furnished with all materials it considers relevant to making an investment decision to enter into the Exchange and has had the opportunity to review the Company’s filings and submissions with OTC Markets at www.otcmarkets.com, (b) the Holder has had a full opportunity to ask questions of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects, and the terms and conditions of the Exchange, (c) the Holder has had the opportunity to consult with its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Exchange and to make an informed investment decision with respect to such Exchange and (d) the Holder is not relying, and has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its affiliates or representatives including, without limitation, its attorneys, except for (A) the publicly available filings and submissions made by the Company with OTC Markets, and (B) the representations and warranties made by the Company in this Agreement. The Holder is an Accredited Investor as described under the Securities Act of 1933.

 

Section 2.6 Limited Public Market. The Holder understands that there may be a limited public market for the Common Stock, and that there is no assurance that Holder will be able to sell the Exchange Shares.

 

Article III 

 

Covenants, Representations and Warranties of the Company

 

The Company hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date hereof, to the Holder and all such covenants, representations and warranties shall survive the Closing.

 

Section 3.1 Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this Agreement and to perform its obligations hereunder and thereunder, and to consummate the Exchange contemplated hereby.

 

Section 3.2 Valid and Enforceable Agreements; No Violations. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. This Agreement and consummation of the Exchange will not violate, conflict with or result in a breach of or default under (i) the charter, bylaws or other organizational documents of the Company, (ii) any agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company.

 

Section 3.3 Validity of the Exchange Shares. The Exchange Shares have been duly authorized and will upon issuance be validly issued, fully paid and non-assessable, and the issuance of the Exchange Shares will not be subject to any preemptive, participation, rights of first refusal or other similar rights. Exchange Shares (a) will be issued in the Exchange exempt from the registration requirements of the Securities Act pursuant to Section 4(2) of the Securities Act.

 

 

 

Article IV

 

Miscellaneous

 

Section 4.1 Entire Agreement. This Agreement and any documents and agreements executed in connection with the Exchange embody the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior and contemporaneous oral or written agreements, representations, warranties, contracts, correspondence, conversations, memoranda and understandings between or among the parties or any of their agents, representatives or affiliates relative to such subject matter, including, without limitation, any term sheets, emails or draft documents.

 

Section 4.2 Construction. References in the singular shall include the plural, and vice versa, unless the context otherwise requires. References in the masculine shall include the feminine and neuter, and vice versa, unless the context otherwise requires. Headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meanings of the provisions hereof. Neither party, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions of this Agreement, and all language in all parts of this Agreement shall be construed in accordance with its fair meaning, and not strictly for or against either party.

 

Section 4.3 Governing Law. This Agreement shall in all respects be construed in accordance with and governed by the substantive laws of the State of Nevada, without reference to its choice of law rules. Venue for any action arising pursuant hereto shall be brought in the state or federal courts located in the county or city of New York, New York.

 

 

 

Section 4.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Any counterpart or other signature hereon delivered by facsimile shall be deemed for all purposes as constituting good and valid execution and delivery of this Agreement by such party.

 

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the date first above written.

 

 

“COMPANY”

 

MITESCO, INC.

 

 

By:                                                                     

 

Name:                                                                 

 

Title:                                                                   

 

 

 

“HOLDER”

 

Eagle Equities, LLC

 

 

By:                                                                     

 

Name:                                                                 

 

Title:                                                                   

 

 

EXHIBIT 10.06

 

AGREEMENT TO EXCHANGE SECURITIES

 

Effective on the 1st day of February, 2021 the following agreement was reached between Mitesco, Inc, (“the Company”) and four (4) individuals, James Woodburn, Kevin Lee Smith, Michael Howe and Rebecca Hafner-Fogarty, their successors and assignees.

 

During 2020 the Company previously agreed to issue 4800 shares, in aggregate $120,000 in value, of a newly created Series A Preferred 10% stock inconsideration for the acquisition of all assets, rights and operations related to MyCare, LLC, subsequently renamed “The Good Clinic”. This transaction is detailed in the Form 8k filed with the SEC which can be found at this link: https://www.sec.gov/Archives/edgar/data/802257/000118518520000295/truenat20200310_8 k.htm .

 

The Company originally intended that similar shares would be issued in conjunction with financing activities of the Company, and that the shares would be registered and made to trade in the open market. Since that time the plans of the Company have changed such that it does not believe the issuance of the Series A Preferred shares, or a successor issuance deemed Series B Preferred stock, will be used as originally intended, or in the near term.

 

So that the holders of the Series A, or Series B shares , may have a more liquid and valuable investments as originally intended, the Company is offering to exchange those shares, and all accrued dividends and costs related, for shares of the Company’s restricted common stock. Since the Company has recently completed an offering of these shares at a price of $.25, the Company is using that valuation in computing the number of shares to be used in the exchange, and is including additional shares as an accommodation for the inconvenience presented.

 

By signing below each of the holders agrees to exchange their Series A, or Series B, Preferred shares for restricted common stock as of this date:

 

1) James Woodburn had 1,200 Preferred shares and will instead receive 150,000 shares of restricted common stock;

 

2) Kevin Lee Smith had 1,200 Preferred shares and will instead receive 150,000 shares of restricted common stock;

 

3) Michael Howe had 1,200 Preferred shares and will instead receive 150,000 shares of restricted common stock; and

 

4) Rebecca Hafner-Fogarty had 1,200 Preferred shares and will instead receive 150,000 shares of restricted common stock;

 

This exchange is irrevocably, and all parties shall file any documents with the SEC as required to report the holdings, if needed, and the Company shall report the exchange, and its accounting in any of its SEC filings as needed.

 

 

Executed this 1st day of February, 2021 by:

 

James Woodburn ________________________

 

Kevin Lee Smith ________________________

 

Michael Howe ________________________

 

Rebecca Hafner-Fogarty ________________________

 

And for the Company:

 

Larry Diamond, CEO ________________________.

 

 

EXHIBIT 99.1

 

Mitesco CEO Reports on Progress and Its Improving Outlook

 

MINNEAPOLIS, MN, Feb. 05, 2021 (GLOBE NEWSWIRE) -- via NewMediaWire -- Mitesco, Inc. (OTCQB: MITI) today provided the following insight as to its business and operations, as well as its capital structure.

 

“The new year has been action-packed,” noted Larry Diamond, CEO. He continued, “With the achievement of a number of significant milestones the Company is positioned better than ever to execute its plan. First, we have opened our initial clinic location, and expect definitive agreements for at least three (3) more shortly, in addition to existing letters of intent for two new (2) sites. Secondly, our equity holders have shown increased interest, moving our common stock price up sharply, and with it our market cap, which now has reached $100 million. Further, the investment banking community has presented numerous offers for long term financing, a reflection of our long-term outlook. Lastly, our management team and friends of the Company have invested over $2 million in the last week, through restricted stock purchases, a true testimonial to their commitment to the Company. These are all extremely gratifying and mark a new level of strength moving forward.”

 

Providing further support for the position of the management team, the Company reported on a number of items, generally occurring in the last week:

 

Over the last month the composition of its shareholder base has substantially increased from 860 holders as of January 6, 2021, to over 5,800 holders as of last week, according to reports from Depository Trust Company (DTC) on its NOBO form;

 

The Company has reached an agreement with its convertible debt holder to eliminate all outstanding convertible notes through the issuance of restricted stock and no further obligations debt will exist;

 

The Company received a request from a number of its employees to purchase shares in the Company, as well as a few of its long-term shareholders, and in just two (2) business days it has received paperwork supporting over $2 million in restricted stock purchases by these individuals;

 

Over the last two (2) weeks the Company received several proposals for long term financing, generally in excess of $20 million each, whose structure consisted of either convertible debt or an equity line. After careful review, and with consideration to the long-term interests of its shareholders, it has declined to pursue these offers and instead will be working with its investment banking professionals on a more traditional approach, generally believing that its financing needs may be better accomplished at higher valuations, and with better terms.

 

It has begun discussions with regard to a long term financing facility in conjunction with its efforts to up-list its shares to either the NYSE/American exchange or NASDAQ with a number of well-known and reputable investment banking organizations.

 

Regarding the investment through restricted stock, it received offers from a number of its executives last Friday, January 29, including the CEO of The Good Clinic™ business unit to acquire restricted common stock. Based on the prior day ten (10) day average closing price, less a 20% discount for the risk associated with restricted stock, it agreed to accept a price of $.25 per share. The offer was extended to a small number of others, and by the end of business Monday, February 1, it has paperwork for over $2 million in new equity. At the same time the group that had provided convertible debt financing previously inquired about the potential to exchange their remaining obligations to restricted common stock and the Company agreed to do so, extinguishing all remaining convertible debt obligations at the same valuation, a decided advantage over the original terms. The original founders of The Good Clinic, who had been issued $120,000 of Series A Preferred shares in 2020 as consideration for the contribution of their business have also agreed to exchange those shares for restricted common stock, resulting in the extinguishment of the Series A shares previously issued. The Company’s counsel is reviewing all related documents and it expects to file those on Form 8K shortly.

 

“As a result of these actions, our balance sheet and capitalization table are improved, and these actions will help position MITI for an impending up-list. I have been contacted by a number of shareholders who expressed thanks and excitement for these actions. The restricted stock issuances include those requirements under Rule 144 of the Securities Act, as well as other features which provide for holding periods, and as such, these are long term commitments,” explained Diamond.

 

 

 

Our Operations and Subsidiaries: The Good Clinic, LLC, and Acelerar Healthcare Holdings, LTD.
The Good Clinic, LLC is a wholly-owned subsidiary of Mitesco N.A. LLC, the holding company for North American operations. The Good Clinic is building out a network of clinics using the latest telehealth technology with the nurse practitioner operating as its primary healthcare provider. It will begin in Minneapolis and expand nationwide. Today, 23 states facilitate nurse practitioners practicing to the full scope of their skills and training. The executive team at The Good Clinic™ includes several of the key executives who brought Minute Clinic (previously known as Quickmedix) to scale, which was acquired by CVS for $170 million in 2006.

Acelerar Healthcare Holdings, LTD. is the Company’s wholly-owned, Dublin, Ireland based entity for its European operations. There are several targets in Europe under evaluation and management believes cross-border expansion for these new, proven healthcare technology solutions may prove a profitable opportunity.

 

The Mission of Mitesco, Inc.
We have in development a suite of offerings aimed at enhancing healthcare throughout the supply chain and to end-users. We intend to acquire and implement technologies and services to improve the quality of care, reduce cost, and enhance consumer convenience. We are focused on developing a portfolio of companies that provide healthcare technology solutions and the team is adept at deal structures supportive of long-term organizational value. The holding company structure facilitates profitable growth and enables the acquired business to focus on scale. The MITI portfolio of companies will apply leading-edge solutions that emphasize stakeholder value and leverages distinct sector trends.

 

Contact: Mr. Larry Diamond
844-383-8689 x1
investors@MitescoInc.com