Mitesco, Inc 8-K, filed Mar 20, 2024
Mitesco, Inc. (MITI)
About this 8-K
Mitesco, Inc filed this 8-K on March 20, 2024, reporting on events of March 19, 2024.
Items reported
- Item 1.02: Ended a material agreement
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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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Securities registered pursuant to Section 12(b) of the Act: None
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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 1.02 |
Termination of a Material Definitive Agreement. |
Advisory Board
The Board of Directors recently authorized the creation of a new Advisory Board whose participants shall include subject matter experts in certain business areas under consideration by the Company. These positions are “non-executive” and as such are not governed by Section 16 of the Securities Act. The compensation for the participants shall be $60,000 per year paid through the issuance of restricted common stock. The per share valuation to be used shall be determined by the Board of Directors based on the market of the Company’s common stock at the time of the appointment.
On March 19, 2024, the Company announced its first participants to that Board. Each will receive $60,000 of restricted common stock for their services over the next 12 months. The Board has determined that the price per share for the restricted stock shall be $.80, the same pricing used for the payment of dividends to Series X Preferred shareholders. This results in the issuance of 75,000 shares for each member, in aggregate 225,000 shares of restricted common stock.
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Ms. Kristen Plybon is a cybersecurity professional with a strong background in data privacy with CIPP/US and CIPP/E certifications. She is a licensed attorney with a deep understanding of state, federal, and global data protection laws and regulations. |
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Nathaniel Wade is a professional specializing in cybersecurity and enterprise IT operations for a number of well-known Fortune 1,000, Department of Defense (DoD), and Federal Civilian (FedCiv) agencies specializing in design and implementation of cybersecurity programs for public safety, national defense, and intelligence communication systems; |
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Mr. William Thein is a professional 25-year veteran business leader in the natural food & beverage CPG industry. |
Insight as to the purpose of an Advisory Board is below:
https://www.dlapiperaccelerate.com/knowledge/2017/advisory-boards-what-why-who-when-and-how.html
An advisory board is a flexible, informal body that is created by the board of directors to provide the company's management team with non-binding strategic advice. Advisory boards can help budding companies acquire subject matter expertise, coach a CEO or management team, accelerate access to customers and channel partners by making industry-appropriate introductions that increase sales. It is possible to form advisory boards that address unique industry-specific concerns, such as scientific, medical, technical or energy issues. The idea of informality is key: the members of the advisory board do not have the authority to vote on matters brought to the board of directors and may only attend a meeting of the board of directors if they are invited. Also, the members of the advisory board are not bound by fiduciary duties and are not entitled to indemnification.
Issuance of Series X Preferred share dividends.
The Series X Preferred shares accrue dividends at a rate of 10% annually and may be paid in cash or the issuance of restricted common stock. To date the dividends have only been paid through the issuance of restricted common stock. While the documented policy for determining the share price used in such dividend payment states the closing price of the common stock on the 15th day of each month, this policy was recently modified such that starting in July 2023 and continuing until such time that the common stock of the Company trading on a market other than the OTC Expert Market the Company intends to pay the Series X dividends using restricted common stock with a valuation of $.80 per share, a 20% discount to the average price of the stock before it was moved to the OTC Expert Market Quote platform. The effect of this change was to substantially reduce the number of shares to be issued for the payment of the dividends.
On March 20, 2024, the Company issued a total of 25,013 shares of restricted common stock for the payment of dividends during the first quarter of 2024 using the $.80 price per share as noted above.
Effective April 1, 2024 the Company intends to return to the dividend payment terms as defined in the Certificate of Designation for the Series X Preferred stock, as such the share price used in future dividend payment shall be determined using the closing price of the common stock on the 15th day of each month, and the shares shall be issued quarterly to reduce administrative costs.
The Certificate of Designation for the Series X Preferred stock (as previously filed in Delaware, and recently converted to Nevada with the same terms) can be viewed here: https://www.sec.gov/Archives/edgar/data/802257/000118518520000019/ex_168535.htm
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Item 8.01 |
Other Events. |
On March 19, 2024 the Company issued a press release which announced the appointment of three (3) members to its Advisory Board. A copy of the press release is attached herein as Exhibit 99.1.
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Item 9.01 |
Financial Statements and Exhibits. |
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Exhibits |
Description |
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10.1 |
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99.1 |
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Cover Page Interactive Data File (formatted as Inline XBRL) |
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: March 20, 2024 |
MITESCO, INC. |
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By: |
/s/ Mack Leath |
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Mack Leath |
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Chairman and CEO |
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Exhibit 10.1
ADVISORY BOARD AGREEMENT
This Advisor Board Agreement (the “Agreement”) is by and between the undersigned company (the “Company”) and the undersigned advisor (the “Advisor”), effective as of the latest date set forth on the signature page (the “Effective Date”). This Advisory Board is a non-executive board and its participants shall not be subject to any of the regulations under Section 16 of the Securities Act.
1. Services. The Advisor will advise the Company on certain matters described on Exhibit A (the “Services”). The parties acknowledge and agree that the Services are outside the usual course of the Company’s business, that Advisor is customarily engaged in an independently established trade, occupation, or business of the same nature as the Services, and that the Company will not control the manner or means in which Advisor performs the Services.
2. Compensation. The Company agrees to provide to Advisor the compensation set forth on Exhibit A for the Services.
3. Term and Termination. This Agreement will begin on the Effective Date and continue until the end of any term described on Exhibit A (as may be extended), if any term is described on Exhibit A, or when earlier terminated by either party with five days of prior written notice. Upon termination of this Agreement, all rights and duties of the parties shall cease except that the Company must pay any amounts owed to Advisor for unpaid completed Services, and the provisions of Section 5 (Confidentiality), Section 6 (Ownership), Section 8 (Independent Contractor) and Section 9 (Miscellaneous) will survive.
4. Conflicts of Interest. Advisor represents that Advisor’s compliance with this Agreement and provision of the Services will not violate any duty that Advisor may have to a third party (such as a present or former employer). Advisor agrees to promptly notify the senior-most officer of the Company in writing of any potential conflict that arises, including Advisor’s engagement to provide services to any competitor of the Company. It is understood that in the event of an actual or potential conflict, the Company will review whether Advisor’s other activities are consistent with Advisor continuing to serve as an advisor to the Company. Advisor agrees not to use the funding, resources, facilities or time of any third party to provide the Services, or perform the Services in a manner that would give any third party rights to any intellectual property or other product of such work. Any products, technology, information, contacts or other intellectual property of the Advisor shall remain in the ownership of the Advisor and the Company shall have no rights to these items.
5. Confidentiality.
5.1 Definition of Confidential Information. “Confidential Information” means any Company information directly or indirectly disclosed by the Company to Advisor that is identified as confidential or which would appear to a reasonable person to be confidential, whether disclosed before or after the date of this Agreement, and whether disclosed in writing, orally, or by inspection of tangible objects. Confidential Information includes, but is not limited to, information relating to the Company’s finances, technology and operations, such as financial projections, customer lists, business forecasts, and source code. Confidential Information does not include information that: (i) is in the possession of Advisor at the time of disclosure without confidentiality obligations, as shown by Advisor’s files and records immediately prior to the time of disclosure; or (ii) becomes part of the public knowledge or literature, not as a direct or indirect result of any improper inaction or action of Advisor.
5.2 Disclosure and Use. Advisor agrees not to use any Confidential Information for Advisor’s own use or for any purpose other than to perform the Services. Advisor agrees to take all reasonable
measures to protect the secrecy of and avoid disclosure or use of Confidential Information of the Company to any other person or entity. Notwithstanding the foregoing, Advisor may disclose Confidential Information with the prior written approval of the Company or pursuant to the order or requirement of a court, administrative agency or other governmental body.
5.3 Return of Materials; Survival. Upon termination of this Agreement or Company’s request, the Advisor will promptly return to the Company all materials in Advisor’s possession containing Confidential Information, as well as data, records, reports and any other property furnished by the Company to the Advisor or produced by the Advisor in connection with the Services, or copies thereof.
6. Ownership.
6.1 Advisor agrees that all notes, records, drawings, designs, software, inventions, improvements, developments, discoveries, trade secrets and other similar materials that Advisor conceives, discovers, develops or reduces to practice, solely or jointly with others that relate to the business or technology of the Company or that have been created in the course of performing the Services, as well as any copyrights, patents or other intellectual property rights relating to the foregoing (collectively, “Inventions”), are the sole property of the Company. Advisor also agrees to assign (or cause to be assigned) and hereby assigns fully to the Company all Inventions.
6.2 Advisor agrees to assist Company, or its designee, at the Company’s request and expense, in every proper way to secure the Company’s worldwide rights in Inventions, including by disclosing all pertinent information regarding Inventions, executing all instruments that the Company may deem necessary to apply for and obtain such rights and to assign and convey to the Company, its successors, assigns and nominees the sole and exclusive right, title and interest in and to all Inventions. This obligation shall continue after the termination of this Agreement.
6.3 Advisor will not incorporate any materials owned by any third party into any Invention without Company’s prior written permission. Advisor will inform Company in writing prior to incorporating any materials s/he owns into any Invention. Advisor hereby grants Company a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to reproduce, distribute, perform, display, create derivative works of, make, have made, modify, use, sell and otherwise exploit such materials as part of or in connection with such Invention, without restriction.
6.4 If the Company is unable to secure Advisor’s signature for the purpose of applying for or pursuing any application for any registrations covering the Inventions assigned to the Company in Section 6.1 above, then Advisor hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Advisor’s agent and attorney-in-fact, to act for and on Advisor’s behalf to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyright and mask work registrations.
7. No Conflict. The Advisor represents that neither the execution of this Agreement nor the performance of the Advisor’s obligations under this Agreement will result in a violation or breach of any other agreement by which the Advisor is bound. The Company represents that this Agreement has been duly authorized and executed and is a valid and legally binding obligation of the Company, subject to no conflicting agreements.
8. Independent Contractor. The Advisor will at all times be an independent contractor, and as such will not have authority to bind the Company. The Advisor will not act as an agent or be deemed to be an
employee of the Company for any purpose, and Advisor will not be eligible for any Company-sponsored employee benefit program. For example, the Advisor shall have no right to receive paid vacation, sick leave, medical insurance, 401k participation, a personal computer, mobile phone or other electronic device, an email address, or any other benefit of Company employment. Advisor must pay all self-employment and other taxes on the income received from the Company hereunder. As previously noted the Advisor shall not be subject to the provisions of Section 16 of the Securities Act ( https://www.investopedia.com/terms/s/section-16.asp#:~:text=According%20to%20Section%2016%2C%20anyone,statements%20required%20by%20Section%2016 ).
9. Miscellaneous. This Agreement (together with its Exhibit) is the sole agreement and understanding between the Company and Advisor concerning its subject matter, and it supersedes all prior agreements and understandings with respect to such matters. Any required notice shall be given in writing at the physical or e-mail address of each party on its signature page hereto, or to such other address as either party may substitute by written notice to the other. Neither this Agreement nor any right hereunder or interest herein may be assigned or transferred by Advisor without the prior written consent of the Company. The Company may assign this Agreement to an entity that succeeds to substantially all of the business or assets of the Company. This Agreement may only be amended or modified by a writing signed by both parties. Waiver of any term or provision of this Agreement or forbearance to enforce any term or provision by either party shall not constitute a waiver as to any subsequent breach or failure of the same term or provision or a waiver of any other term or provision of this Agreement. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without such provision, provided that no such severability shall be effective if it materially changes the economic benefit of this Agreement to either Company or Advisor.
10. Protected Activity Not Prohibited. Nothing in this Agreement shall in any way prohibit Advisor from engaging in filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by any federal, state or local government agency or commission, including the Securities and Exchange Commission, or otherwise disclosing information about unlawful conduct to relevant authorities to the extent required by or protected by law.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
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[Signature Page to Advisor Agreement]
EXHIBIT A
SERVICES AND COMPENSATION
1. Services. Advisor will render to Company the following Services:
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Serve as an expert advisor, including: meet with Company management, employees, consultants and other advisory board members, review goals of the Company and help develop strategies to achieve them, provide advice regarding the Company’s business model, timely respond to e-mail messages and phone calls, facilitate introductions to potential partners, prospects and other relevant contacts and speak with prospective or current investors to validate the Company’s strategy[, as well as attend a minimum of four (4) Company advisory board meetings per year at such times and locations as the Company requests]; and |
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otherwise collaborate and provide advice and assistance to the Company per mutual agreement. |
2. Compensation.
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Company shall pay Advisor through the issuance of restricted common stock in the Company. For the term of twelve (12) months the consideration shall be $60,000 of stock. The price per share shall be determined by the Company at the time of the issuance. |
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Company shall reimburse Advisor for all reasonable travel expenses incurred by Advisor that are pre-approved by the Company. Advisor shall submit to the Company all statements for such expenses [and Services performed] on a monthly basis in a form acceptable to the Company, and the Company shall remit payment within 30 days. |
3. Term. Subject to earlier termination pursuant to Section 3 of this Agreement, the term of this Agreement shall be for twelve months, one (1) year following the Effective Date, unless extended by mutual agreement in writing between the Company and the Advisor.
Exhibit 99.1
Mitesco Announces Advisory Board Appointments
March 19, 2024 – Vero Beach, Florida -- (GLOBE NEWSWIRE) -- Mitesco, Inc. (OTC:MITI, “the Company”, www.mitescoinc.com ) today announced that it has appointed three (3) professionals to its recently formed “Advisory Board”. The Board will be comprised of individuals with specific subject matter expertise who may assist the Company in finding and evaluating qualified companies. The Advisory Board is a non-executive board, and its participants shall not be subject to any of the regulations under Section 16 of the Securities Act.
The initial appointments to the Advisory Board are as follows:
With a career in data security, Ms. Kristen Plybon is a cybersecurity professional with a strong background in data privacy with CIPP/US and CIPP/E certifications. She is a licensed attorney with a deep understanding of state, federal, and global data protection laws and regulations. Most recently, she has been an advisor at a national consulting organization focused on key corporate clients including utilities, consumer products, and governmental organizations. She has a J.D. from Emory University in Atlanta, Georgia and an undergraduate degree from Wake Forest University in Winston-Salem, North Carolina.
Joining the team is entrepreneur Nathaniel Wade, specializing in cybersecurity and enterprise IT operations. After leaving the U.S. Marine Corps, Mr. Wade has provided C-Suite and engineering advisement for a number of well-known Fortune 1,000, Department of Defense (DoD), and Federal Civilian (FedCiv) agencies specializing in design and implementation of award-winning cybersecurity programs for public safety, national defense, and intelligence communication systems.
In 2020, Mr. Wade founded Nighthawk Cyber, LLC, a Service-Disabled Veteran-Owned Small Business (SDVOSB) facilities cleared cybersecurity company supporting the DoD, Intelligence, and FedCiv communities. He holds numerous industry cybersecurity certifications and has a master’s degree in cybersecurity from Liberty University, Lynchburg, Virginia, and an undergraduate degree in management information systems (MIS) from Park University, Parkville, Missouri.
Another professional advising the Company with a focus in the consumer products space is Mr. William Thein, a 25-year veteran business leader in the natural food & beverage CPG industry. Experienced as a founder-operator, in-house leadership, consultant/advisor, and investor, Thein has worked in startup, high-growth and Fortune 100 business environments. He has a B.A in law and public policy from the University of California, Berkeley, and attended Le Cordon Bleu in Paris, France, and Hebrew University in Jerusalem, Israel.
He is most recently the Co-founder/CCO of Evermind, a plant-based cognitive beverage start-up, and advisor to Pure Food & Beverage, Inc. marketing clean nutrition CPG products under the FORALL brand name. Other past experience includes: Flow Coffee, acquired by a private group; New Barn Organics acquired by NestFresh; VP Marketing for KeVita, a sparkling probiotic drinks provider acquired by PepsiCo; Advisor for OWYN protein acquired by Clearlake Capital Group and Halen Brands; Head of Marketing for Evolution Fresh juice, acquired by Starbucks, and Director of Marketing for Odwalla, acquired by Coca-Cola.
About Mitesco, Inc.
Mitesco ( www.mitescoinc.com )is seeking to build a growth-oriented company, providing products, services and technology to make accessible, higher quality, and more affordable solutions. The Mitesco team has experience in both start-ups and turnarounds intent on building successful growth situations, using both organic and acquisition growth strategies. Mitesco embraces the belief that when consumers' expectations are exceeded, the business’ performance may do so as well.
Contact:
Mitesco Investor Relations
Jimmy Caplan
jimmycaplan@me.com
512.329.9505
Mitesco Media Relations
Rick Eisenberg
eiscom@msn.com
917-691-8934
Forward-Looking Statements
This press release contains forward-looking statements, including, but not limited to, statements related to the expected foreclosure of several of our clinics. Words such as “expects,” “anticipates,” “aims,” “projects,” “intends,” “plans,” “believes,” “estimates,” “seeks,” “assumes,” “may,” “should,” “could,” “would,” “foresees,” “forecasts,” “predicts,” “targets,” “commitments,” and variations of such words and similar expressions are intended to identify such forward-looking statements. We caution you that the foregoing may not include all the forward-looking statements made in this press release.
These forward-looking statements are based on the Company’s current plans, assumptions, beliefs, and expectations. Forward-looking statements are subject to the occurrence of many events outside of the Company’s control. Actual results and the timing of events may differ materially from those contemplated by such forward-looking statements due to numerous factors that involve substantial known and unknown risks and uncertainties. These risks and uncertainties include, among other things, the ability to obtain additional financing; the risk that commenced and threatened litigation may result in material judgments against the Company; and other risks and uncertainties included in the Company’s reports on Forms 10-K, 10-Q, and 8-K and in other filings the Company makes with the Securities and Exchange Commission from time to time, available at www.sec.gov.