Mitesco, Inc 8-K, filed Apr 7, 2021
Mitesco, Inc. (MITI)
About this 8-K
Mitesco, Inc filed this 8-K on April 7, 2021, reporting on events of March 29, 2021.
Items reported
- Item 3.02: Unregistered sale of equity
- Item 8.01: Other events
- 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): March 29, 2021
MITESCO, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware |
000-53601 |
87-0496850 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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601 Carlson Parkway, Suite 1050 Minnetonka, MN 55305 |
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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 3.02 |
Unregistered Sales of Equity Securities. |
On March 31, 2021, Mitesco, Inc. (the “Company”) completed the private offering previously reported on February 10, 2021 by issuing an aggregate of 6,672,000 shares of its restricted common stock to investors for $1,668,000 in proceeds pursuant to a Securities Purchase Agreement (“SPA”). The transaction was executed directly with the Company and no brokers, dealers or representatives were involved.
In addition, on March 29, 2021, the Company issued 300,000 shares of common stock as payment for services to be rendered for investor relations services having a value of $.2830 per share.
The shares of common stock issued pursuant to the SPA and to the investor relations services were issued in a transaction exempt from registration under the Securities Act of 1933 , as amended (the “Securities Act”) in reliance on Section 4(a)(2) thereof. Accordingly, the shares of common stock have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.
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Item 8.01 |
Other Events. |
Engagement of MZ Group
On April 1, 2021, the Company issued a press release announcing the engagement of MZ Group to lead a comprehensive strategic investor relations and financial communications program designed to increase the Company's visibility throughout the investment community.
MZ Group, founded in 1996, is a global leader in investor relations and corporate communications and has offices in New York, Chicago, San Diego, Aliso Viejo, Austin, Minneapolis, Taipei and São Paulo.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Private Sale and Issuance Restricted Shares
The applicable information set forth in Item 3.02 of this Current Report on Form 8-K is incorporated by reference in this Item 8.01.
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Item 9.01 |
Financial Statements and Exhibits. |
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Exhibit No. |
Description |
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10.1 |
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99.1 |
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: April 7, 2021 |
By: |
/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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Exhibit 99.1
Mitesco Engages MZ Group to Lead Strategic Investor Relations and Shareholder Communication Program
MINNEAPOLIS, MN, April 1, 2021 -- Mitesco, Inc. (OTCQB: MITI), (or the “Company”), a leading operator of wellness clinics that combines technology and customized personal care plans, has engaged international investor relations specialists MZ Group (“MZ”) to lead a comprehensive strategic investor relations and financial communications program across all key markets.
MZ Group will work closely with Mitesco management to develop and implement a comprehensive investor relations and shareholder communication program designed to increase the Company’s visibility throughout the investment community. The campaign will highlight how Mitesco is building a network of health clinics and telehealth services utilizing nurse practitioners as the primary provider who deliver personalized care focused on whole-body wellness and prevention. The Company has opened its initial primary care clinic, The Good Clinic in Northeast, Minneapolis and has plans to open an additional 5 to 7 clinics this year.
Brooks Hamilton, Senior Vice President at MZ North America, will advise Mitesco in all facets of corporate and financial communications, including the coordination of investment conferences across key cities and building brand awareness with financial media outlets. MZ has developed a distinguished reputation as a premier resource for institutional investors, brokers, analysts and private investors.
Greg Falesnik, CEO of MZ Group North America, commented: “The current healthcare model is oriented toward transactions for sick patients, however, we’re increasingly seeing a shortage of primary care services. Today’s healthcare model is heavily focused on treating disease, rather than creating a whole-person wellness plan to promote health. New telehealth options only reinforce this model, with episodic visits from providers that only focus on addressing the health issue at hand. Even with the rise in consumer devices and apps to track health, the data generated from them are often not incorporated into a person’s health plan. Mitesco and The Good Clinic have introduced an innovative direct-to-consumer model, incorporating physical locations and a continuous care plan from nurse practitioners that is jointly developed based on wellness, prevention and the client’s health goals. This model is able to create superior patient outcomes with the advantage of lower facility and labor costs and higher revenue from increased visits. We find the valuation disconnect at Mitesco to be a unique opportunity for investors and look forward to sharing this with our network of institutional investors and family offices.”
Brooks Hamilton, added: “Mitesco’s unique healthcare model has gained rapid adoption at its initial location, and the Company is planning to open an additional 5 to 7 clinics across Minnesota and Colorado in the near-term. Patients are quickly appreciating the convenient, personalized care plan with a science-based approach that uses analytics, psychology, activation, biometrics, physiology and genetics to create a holistic plan based on prevention and wellness. Using nurse practitioners to provide this care results in a 40% labor cost advantage. And incorporating telehealth into the model provides convenient, faster, additional care that consumers appreciate, at decreased costs.”
“We believe the Company is positioned to rapidly scale its business, and to achieve this goal, Mitesco has partnered with Lennar, one of the largest residential multifamily builders in the U.S. for its site develop plan. We look forward to working with management to communicate the immense value proposition we believe Mitesco encompasses,” concluded Hamilton.
“2021 is an important inflection point for Mitesco, as we are highly focused on our momentum in executing our development roadmap over the coming year as we implement our planned expansion of our clinics,” said Larry Diamond, CEO of Mitesco. “Our growth next year is expected to be driven by the launch of clinics across the country and targeted acquisition of existing primary care clinics. We are also highly focused on acquiring complementary technology businesses that can enhance revenue through the clinics, including telehealth and tele-monitoring, personal health apps, artificial Intelligence and predictive analytics, data and information management, behavioral health, and disruptive medical, diagnostic, and treatment technology. Looking ahead, we are aggressively qualifying our pipeline of targets and evaluating new potential clinic sites. We look forward to working with Greg, Brooks and the entire team at MZ Group to communicate the attractiveness of innovative health clinics to the broader investment community, building long-term value for our shareholders,” concluded Diamond.
For more information on Mitesco, please visit the Company’s investor relations website at www.mitescoinc.com. To schedule a conference call with management, please email your request to MITI@mzgroup.us or call Brooks Hamilton at 949-546-6326.
About MZ Group
MZ North America is the US division of MZ Group, a global leader in investor relations and corporate communications. MZ North America was founded in 1996 and provides full scale Investor Relations to both private and public companies across all industries. Supported by our exclusive one‐stop‐shop approach, MZ works with top management to support the clients' business strategy in six integrated product and service categories: 1) IR Consulting & Outreach – full service investor relations and roadshow services; 2) ESG iQ & Advisory – reporting technology platform and audit and reporting guidance; 3) SPAC Alpha IR+ & IPO Advisory – providing critical and timely guidance through business combinations and IPOs; 4) Financial & Social Media – lead generation and social media relations; 5) Market Intelligence – real time ownership monitoring; 6) Technology Solutions – webhosting, webcasting, conference calls, distribution services and board portals. MZ North America has a global footprint with offices located in New York, Chicago, San Diego, Aliso Viejo, Austin, Minneapolis, Taipei and São Paulo.
About Mitesco, Inc.
Mitesco, Inc. (OTCQB: MITI) is a public, development stage company whose mission is 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 acquired business to focus on scale. The MITI portfolio of companies will apply leading-edge solutions that emphasize stakeholder value and are based upon sector trends. For more information please visit www.mitescoinc.com.
Our Operations and Subsidiaries: The Good Clinic, LLC, and Acelerar Healthcare Holdings, LTD.
The Good Clinic, LLC (www.thegoodclinic.com) is a wholly owned subsidiary of Mitesco N.A. LLC, the holding company for North American operations. The Good Clinic plans to build 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 plans to 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 future European operations.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than the statement of historical fact contained in this press release are forward-looking statements. In some case, forward-looking statements can be identified by terminology such as "anticipate," "believe," "can," "continue," "could," "estimate, "expect," "intend," "may," "plan," "potential," "predict," "project," "should," or "will" or the negative of these terms or other comparable terminology and include statements regarding plans to open an additional 5 to 7 clinics this year, the Company being positioned to rapidly scale its business with its initial clinic location now open, expecting definitive agreements for at least three more locations shortly, plans for targeted acquisitions of existing primary care clinics, acquiring complementary technology businesses that can enhance revenue through the clinics, including telehealth and tele-monitoring, personal health apps, artificial Intelligence and predictive analytics, data and information management, behavioral health, and disruptive medical, diagnostic, and treatment technology and building long-term value for our shareholders. These forward-looking statements are based on expectations and assumptions as of the date of the press release and are subject to a number of risks and uncertainties, many of which are difficult to predict that could cause actual results to differ materially from current expectations and assumptions from those set forth or implied by any forward-looking statements. Important factors that could cause actual results to differ materially from current expectations include, among others, the Company ‘s ability to open an additional 5 to 7 clinics this year as planned, the Company’s ability to rapidly scale its business, the Company’s ability to conclude definitive agreements for three more locations shortly, the Company’s ability to effect targeted acquisitions of existing primary care clinics, the Company’s ability to acquire complementary technology businesses that can enhance revenue through the clinics, the Company’s ability to build long-term value for our shareholders and the other risk factors discussed in Mitesco, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2020, and subsequent filings with the SEC, including subsequent periodic reports on Forms 10-Q and 8-K. The information in this release is provided only as of the date of this release, and the Company undertakes no obligation to update any forward-looking statements contained in this release on account of new information, future events, or otherwise, except as required by law.
Investor Relations Contact:
Brooks Hamilton
MZ Group – MZ North America
(949) 546-6326
MITI@mzgroup.us