Mitesco, Inc 8-K, filed May 19, 2020
Mitesco, Inc. (MITI)
About this 8-K
Mitesco, Inc filed this 8-K on May 19, 2020, reporting on events of May 11, 2020.
Items reported
- Item 1.02: Ended a material agreement
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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): May 11, 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) |
(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)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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N/A |
N/A |
N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 1.02 |
Entry into Termination of a Material Definitive Agreement. |
Redemption of Certain Previously Issued Convertible Notes
As a part of its recently announced initiative to eliminate its convertible note financings, on May 13, 2020 Mitesco, Inc. f.k.a. True Nature Holding, Inc. (the “Company”) paid in full a previously issued convertible note with Power Up Lending Group, LTD (“Power Up”). The Power Up Convertible Bridge Note dated November 11, 2019, whose face amount was $73,000 was paid in full for $115,980, including all accrued interest. There are no further notes outstanding with Power Up Lending, LTD.
Settlement of Certain Legal Matters and Settlement of Obligations
The Company has reduced its liabilities by approximately $345,000 including interest through the following transactions, resulting in the use of $35,000 in cash.
National Council for Science and the Environment, Inc.(“NCSE”)
On September 23, 2016, the Company had agree to settle this $177,270 obligation, which resulted from issues with the prior educational software business in 2015, with an agreement to pay $48,500 to NCSE if paid by November 4, 2016, and $75,000 if paid later. The Company had not paid the amounts and had recorded the obligation at $75,000 at March 31, 2020.
On May 15, 2020 the Company entered into a settlement agreement with NCSE whereby the Company paid $5,000 in cash for full settlement and release of all obligations. As such, the Company has no further obligations to NCSE.
Carlton Fields Jorden Burt, P.A.(“Carlton Fields”)
This action was filed in May 2017 by a law firm that had represented the Company prior to 2016 with the intent of collecting past due invoices in the aggregate amount of $241,828. The Company had recorded a liability in the amount of $266,319 on its balance sheet at March 31, 2020.
On May 15, 2020 the Company entered into a settlement agreement with Carlton Fields whereby the Company paid $30,000 in cash for full settlement and release of all obligations. As such the Company has no further obligations here.
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Item 7.01 |
Regulation FD Disclosure. |
On May 11, 2020, Mitesco, Inc f/k/a True Nature Holding, Inc (the “Company”) was informed that a press release prepared by a 3rd party that included a discussion and link to a series of interviews with the Management team, was to be filed. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference.
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.
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Item 9.01 |
Financial Statements and Exhibits. |
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Exhibit No. |
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Description |
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99.1 |
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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: May 19, 2020 |
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/s/ Julie R. Smith |
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Julie R. Smith |
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President, Chief Operating Officer |
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By: |
/s/ Lawrence Diamond |
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Lawrence Diamond |
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Chief Executive Officer and Interim Chief Financial Officer |
EXHIBIT 99.1
Larry Diamond, CEO of Mitesco, Inc. and Julie R. Smith, President & COO for the Company, Call in to SmallCapVoice.com to Discuss Mitesco’s Recent News and Moves
AUSTIN, Texas, May 11, 2020 (GLOBE NEWSWIRE) -- SmallCapVoice.com, Inc. and Mitesco, Inc. (OTC QB: MITI) (the “Company” or “Mitesco”) announced today that a new interview with Larry Diamond and Julie Smith is now featured at SmallCapVoice.com, Inc.
The interview covering the recent news and Company progress, can be heard at: https://www.smallcapvoice.com/interview-mitesco-miti/.
In the interview, Julie Smith addressed the recent Company name and ticker symbol change. Mitesco, the Latin word for progress, aptly fits the progress the Company has made over the last few months. Mitesco has moved into an exciting new model and acquisition strategy in the US and Europe within the healthcare and healthcare technology sectors. Smith goes over the benefits of this new approach for not only the acquired companies, but also the benefits to the MITI shareholders.
A recently closed acquisition for Mitesco is MyCare, LLC. As pointed out by Roland Rick Perry, Managing Editor of the Biotech Stock Review, MyCare, LLC is led by the team that brought QuickMedix/Minute Clinic to scale. QuickMedix/Minute Clinic was acquired for an estimated $170 million by CVS in 2006.
CEO Larry Diamond then touched on the details of its General Solicitation Offering Under Regulation D 506(c) of the Securities Act solely to accredited investors. Learn all the details of that offing here.
Diamond stated, “As our organization has been progressing, we created a strategy to use the public market to raise capital and bring efficiencies within our holding company that for many companies are not typically available. We have the ability to provide our acquisition targets with core services such as accounting and tax guidance, digital marketing expertise, and the like. Many smaller organizations struggle under the burden of trying to get the best services possible and run their day to day operations. Using the capital markets, we are raising money to be able to acquire these companies and to provide the growth capital necessary to scale these businesses at an accelerated rate.”
Diamond went on to discuss the direction of Mitesco going forward and how the Company will follow a similar path as MTBC, Inc.
Mitesco Update: http://internetstockreview.com/mitiupdate/
The Mission of Mitesco, Inc. formerly known as True Nature Holding, 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.
About SmallCapVoice.com, Inc.
SmallCapVoice.com, Inc. is a recognized corporate investor relations firm, with clients nationwide, known for its ability to help emerging growth companies, small cap and micro-cap stocks build a following among retail and institutional investors. SmallCapVoice.com utilizes its stock newsletter to feature its daily stock picks, podcasts, as well as its clients' financial news releases. SmallCapVoice.com also offers individual investors all the tools they need to make informed decisions about the stocks in which they are interested. Tools like stock charts, stock alerts, and Company Information Sheets can assist with investing in stocks that are traded on the OTCMarkets.
To learn more about SmallCapVoice.com and its services, please visit https://www.smallcapvoice.com/small-cap-stock-otc-investor-relations-financial-public-relations/.
Socialize with SmallCapVoice and their clients at;
Facebook: https://www.facebook.com/SmallCapVoice/
Twitter: https://twitter.com/smallcapvoice
Instagram: https://www.instagram.com/smallcapvoice/
Statement Under the Private Securities Litigation Reform Act
As contemplated by the provisions of the Safe Harbor section of the Private Securities Litigation Reform Act of 1995, this news release contains forward-looking statements pertaining to future, anticipated, or projected plans, performances, and developments, as well as other statements relating to future operations. All such forward-looking statements are necessarily only estimating or predictions of future results or events and there can be no assurance that actual results or events will not materially differ from expectations. Further information on potential factors that could affect True Nature Holding, Inc. is included in the Company's filings with the Securities and Exchange Commission. We expressly disclaim any intent or obligation to update any forward-looking statements.
Company contact by email at: investors@mitescoinc.com or by phone at: 1-844-383-8689.
For SmallCapVoice.com:
Stuart Smith
512-267-2430
ssmith@smallcapvoice.com
www.SmallCapVoice.com