Current Report Filing (8-k)
August 27 2020 - 4:50PM
Edgar (US Regulatory)
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): August 18, 2020
MITESCO, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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000-53601
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87-0496850
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(State or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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7535 East Hampden Avenue, Ste. 400
Denver, Colorado 80231
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(Address of principal executive offices) (Zip Code)
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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N/A
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N/A
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N/A
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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
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Entry into Material Definitive Agreement
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Sale and Issuance of Eagle Equities, LLC Term Note
Mitesco, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “SPA”) and 12% Convertible Redeemable Note due August 21, 2021 (the “Note”), each dated August 20, 2020, and funded on August 21, 2020, with Eagle Equities, LLC. The aggregate principal amount of the new note is $200,200, it carries a 12% interest rate and has a maturity date of twelve (12) months from the date of execution. The Company may prepay the note, and management intends to fulfill this option, at a premium of 110% to 140% of principal and interest between the date of issuance and 180 days thereafter. Should the note not be paid in full, any remaining balance, at any time after 180 days after issuance may be convertible into the Company’s common stock at a conversion price for each share of common stock equal to 70% of the lowest traded price of the Company's common stock for the 20 prior trading days including the day upon which a notice of conversion is received by the Company.
Item 1.01 of this Current Report on Form 8-K contains only a brief description of the material terms of the Note and 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 Note and SPA, filed as Exhibits 4.01 and 10.01, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.
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Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The information set forth under Item 1.01 above with respect to the Company entering into the Note with Eagle Equities, LLC is hereby incorporated by reference into this Item 2.03, insofar as it relates to the creation of a direct financial obligation of the Company.
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Item 3.02
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Unregistered Sales of Equity Securities.
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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 for the offer and sale of securities not involving a public offering. The recipient of the Note is an accredited investor.
Legal Matters
During management's review of the Company’s recent PPP loan application after the loan had been disbursed to the Company, it was determined that the information provided by Ms. Julie R. Smith, the President and COO of the Company at the time, in the application was not representative of the Company’s situation. After consulting with legal counsel and conferring with the Board of Directors, the Board of Directors, in executive session, voted to remove Ms. Smith from its Board of Directors, and all operating roles due to the inaccuracy of the loan application. Subsequent to that decision, Ms. Smith submitted a resignation from all positions with the Company, which was accepted by the Board and management. Ms. Smith subsequently retained counsel and has indicated her intent to file an administrative charge of discrimination in Colorado under certain provisions of the anti-discrimination laws of that state. On August 18, 2020 the Company received formal notice that a complaint has been filed with the Colorado Civil Rights Division by Ms. Smith naming the Company as the Respondent. The Company believes the claims are without merit and intends to vigorously defend its position.
Press Release from 3rd Party
An organization with whom the Company has an agreement to provide certain public relations and industry specific information for its website, provided a press release to the public on August 20, 2020. A copy of the release is included in this filing as Exhibit 99.1.
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Item 9.01
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Financial Statements and Exhibits.
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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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MITESCO, INC.
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Date: August 27, 2020
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By:
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/s/ Lawrence Diamond
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Lawrence Diamond
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Chief Executive Officer and Interim Chief Financial Officer
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Mitesco (PK) (USOTC:MITI)
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