Mitesco, Inc 8-K, filed Sep 17, 2020
Mitesco, Inc. (MITI)
About this 8-K
Mitesco, Inc filed this 8-K on September 17, 2020, reporting on events of September 14, 2020.
Items reported
- 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): September 14, 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 8.01 |
Other Events |
General Obligations Related to New Clinic Business
Mitesco, Inc. (the “Company”) is currently building out its first clinic business unit through its subsidiary, The Good Clinic, LLC. As a result it is entering into various business commitments related to construction, lease of space, marketing and technology development. The estimated total expense for these commitments ranges from $600,000 to $750,000. As always the Company intends to negotiate the best prices and terms for all of its agreements. Most of these expenses are expected to be realized in the fourth quarter of 2020 and the first quarter of 2021. Management believes these expenses are necessary and within the ordinary course when compared to the Company’s peers within the primary care clinic industry.
Press Release
On September 14, 2020, the Company issued a press announcing details about its new clinic business, The Good Clinic™ and its management team.
A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
New Investors Presentation
The Company has published a new investor presentation which is available on its web site at: https://ir.mitescoinc.com/. A copy of the presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
Forward Looking Statements
This Current Report on Form 8-K may contain forward-looking statements regarding the financial performance, business prospects, growth, and operating strategies of the Company. For these statements, the Company claims the protections of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Statements in this communication should be considered in conjunction with the other information available about the Company, including the information in the filings the Company makes with the Securities and Exchange Commission (the “SEC”). Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future performance. The forward-looking statements are based on management’s expectations and are subject to a number of risks and uncertainties. Forward-looking statements are typically identified by using words such as “anticipate,” “estimate,” “project,” “intend,” “plan,” “believe,” “will” and similar expressions in connection with any discussion of future operating or financial performance.
Although management believes that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from those expressed or implied in such statements. Risks and uncertainties that could cause actual results to differ materially include: our ability to successfully implement our business plan, develop and commercialize our proprietary formulations in a timely manner or at all, identify and acquire additional proprietary formulations, manage our pharmacy operations, service our debt, obtain financing necessary to operate our business, recruit and retain qualified personnel, manage any growth we may experience and successfully realize the benefits of our acquisitions and collaborative arrangements we may pursue; competition from pharmaceutical companies, outsourcing facilities and pharmacies; general economic and business conditions; regulatory and legal risks and uncertainties related to our pharmacy operations and the pharmacy and pharmaceutical business in general; physician interest in and market acceptance of our current and any future formulations and compounding pharmacies generally; our limited operating history; and the other risks and uncertainties described under the heading “Risk Factors” in Item 1A of our Annual Report on Form 10-K and any other reports we file with the SEC. Such risks and uncertainties may be amplified by the COVID-19 pandemic and its potential impact on our business and the global economy.
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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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Press Release from regarding The Good Clinic management team dated September 14, 2020 |
| 99.2 | Investors Presentation dated September 16, 2020 | |
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: September 17, 2020 |
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
Mitesco Inc. Initiates “The Good Clinic™” Rollout in Minneapolis; Introduces the Founders of “The Good Clinic™”
GlobeNewswire• September 14, 2020
MINNEAPOLIS, MN, Sept. 14, 2020 (GLOBE NEWSWIRE) -- via NEWMEDIAWIRE -- Mitesco, Inc. (OTCQB: MITI) today announced that The Good Clinic, LLC has filed an application with the city of Minneapolis, Minnesota to build its first clinic. Michael Howe, CEO of the Good Clinic, said, “This is a major step forward for us to begin addressing the widespread shortage of expert primary care.” The new state of the art clinic, subject to certain regulatory and other approvals, will be located within the NordHaus Apartments located at 315 1st Ave NE, Minneapolis, MN, a new multi-use residential complex with 600+ units. In addition to the clinic’s walk-in capabilities, it will offer a full complement of online telehealth services including wellness, monitoring, and urgent care support.
“Building this consumer-focused health resource is possible because of the creativity and vision of the founders,” explained Howe. “The Good Clinic concept was created by the three visionary founders, Jim “Woody” Woodburn, MD, MS, Kevin Lee Smith, DNP, FNP, FAANP, and Rebecca Hafner-Fogarty, MD, MBA, FAAFP. The founders are all experienced healthcare innovators and have combined their many years of primary care experience to envision a more consumer-centric model of primary care.”
“The shifting health care market created by increasing health care costs, labor shortages, technology innovations, and evolving consumer demands have created an opportunity to better deliver what the consumer seeks. We know that we can do more for consumers to improve their life, get them higher quality care at a lower price, and do so with greater ease of access,” said Dr. Woodburn.
“COVID is reshaping many segments of the economy and health care is no different. Many are now at home most of the time. We have responded to this through our design of The Good Clinic. The Good Clinic will be providing access to comprehensive primary care via telehealth and in-neighborhood clinics. Pursuing a plan toward wellness that is co-developed between the client and the health care team is as critical as is avoiding delays in care. The Good Clinic’s combined digital and in-person approach to care is essential to delivering on both of these fronts,” said Dr. Smith.
“Good health is about progress, not perfection. To make that progress, we need to assemble a healthcare team that includes experienced clinicians providing the essential medical knowledge and an empathetic connection with each person. The Good Clinic recognizes that no two people are alike. Working together, we can help consumers make progress toward their own better health,” says Dr. Hafner-Fogarty.
Michael Howe and the team of founders will leverage their extensive experience and track record building successful health care innovation businesses within the Mitesco Inc. public company structure. Shareholders should expect continuing updates on the progress of this business.
Jim “Woody” Woodburn, MD, MS has been actively involved in healthcare innovation and care delivery improvement for over 40 years. He has two engineering degrees in electrical and biomedical engineering and a medical degree, all from the University of Wisconsin-Madison. Jim has held executive leadership roles at Blue Cross Blue Shield of MN, MinuteClinic, at Lemhi Ventures, at United Health Group/Optum Health, and at Applied Pathways.
Kevin Lee Smith, DNP, FNP, FAANP, has held leadership roles in developing healthcare innovations focused on improving access and quality of care for patients, for two decades. He has served as Chief Medical Information Officer at Zipnosis and he helped found QuickMedx (which became MinuteClinic). Dr. Smith taught in the nurse practitioner area of study for 10 years at the University of Minnesota School of Nursing. Dr. Smith received a postgraduate certificate, Leadership in Health Information Technology for Health Professionals, and a Doctor of Nursing Practice from the University of Minnesota School of Nursing.
Rebecca Hafner-Fogarty, MD, MBA, FAAFP, served as Chief Medical Officer and SVP for Policy and Strategy at Zipnosis, and as Medical Director for Strategic Alliances & Chief Clinical Officer of MinuteClinic. Dr. Hafner-Fogarty had a practice as a primary care physician. Dr. Hafner-Fogarty received her undergraduate degree from the College of St. Benedict, her medical degree from the University of North Dakota, and her MBA from the University of St. Thomas.
Our Operations and Subsidiaries: MyCare, 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 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.
NOTE: The Company formed this business unit as MyCare, LLC in January 2020, and decided to rename the unit based on potential trademark conflicts. It became The Good Clinic in July 2020 and has been registered with the U.S. Trademark office.
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.
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 about 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.
Contact: by email at: investors@mitescoinc.com, or by phone at: 1-844-383-8689.
Exhibit 99.2
