Mitesco, Inc 8-K, filed Aug 10, 2020
Mitesco, Inc. (MITI)
About this 8-K
Mitesco, Inc filed this 8-K on August 10, 2020, reporting on events of July 21, 2020.
Items reported
- Item 7.01: Regulation FD disclosure
- 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): July 21, 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 7.01 |
Regulation FD Disclosure. |
On August 10, 2020, the Company issued a press announcing details about its new clinic business, The Good Clinic™.
A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
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 8.01 |
Other Events |
The Company’s new clinic operations: “The Good Clinic™”
Over the last quarter the Company has been active in the development of its operating plans for its previously announced clinic business. The first location will be located in Minneapolis, Minnesota, and the plans are to expand nationwide after this initial site becomes operational. Management is working toward an opening in the 4th quarter, subject to license and regulatory approvals.
The Company formed a new, wholly-owned subsidiary, MyCare, LLC to hold the operations of its clinic business in January 2020. It subsequently discovered potential trademark conflicts with the use of that name and has decided to rename both the operating subsidiary and the business to “The Good Clinic”. The Company has received notice from the U.S. Patent and Trademark office approving this trademark, and the Company is assembling its marketing campaign using this trademarked name.
SBA Loan
During March 2020, in response to the COVID-19 crisis, the federal government announced plans to offer loans to small businesses in various forms, including the Payroll Protection Program, or "PPP", established as part of the Corona Virus Aid, Relief and Economic Security Act (“CARES Act”) and administered by the U.S. Small Business Administration. On April 18, 2020, the President and COO completed and submitted an application on behalf of the Company to Bank of America, NA (“Bank of America”) for a PPP loan, which was subsequently approved. On April 25, 2020 the Company entered into an unsecured Promissory Note (the “Note”) with Bank of America for a loan in the original principal amount of $460,406, and the Company received the full amount of the loan proceeds on that same date.
On July 21, 2020, Bank of America notified the Company in writing that it should not have received $440,000 of the loan proceeds disbursed under the Note representing an amount for the refinancing of an Economic Injury Disaster Loan, which the Company did not receive. Bank of America has required that the Company remit such funds back to Bank of America. The Company is currently working with Bank of America on a repayment plan.
During management's review of the loan application after the loan had been disbursed to the Company, it was determined that the information provided by its President and COO 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 the Company’s President and Chief Operating Officer (“COO”) from its Board of Directors, and all operating roles due to the inaccuracy of the loan application. Subsequent to that decision, the President & COO submitted a resignation from all positions with the Company, which was accepted by the Board and management.
The former President and COO has retained counsel and has indicated the individual’s intent to file an administrative charge of discrimination in Colorado under certain provisions of the anti-discrimination laws of that state. Although no administrative charge has been filed as of this date, if an administrative charge is filed, the company will vigorously defend itself.
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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 dated August 10, 2020 announcing details about its new clinic business |
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 10, 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, (MITI) Updates on its New Clinic Operations, “The Good Clinic™”
MINNEAPOLIS, August 10, 2020 – Mitesco, Inc. (OTCQB: MITI) today announced the brand of its new innovative primary care clinic operation, The Good Clinic™. The Good Clinic is expected to open in Minneapolis, Minnesota during the 4th Quarter of 2020. The new, future-focused health care practice is committed to delivering primary care and wellness support with a unique balance of expertise and empathy through both in clinic and virtual care appointments. The Good Clinic is designed to meet the changing health care needs and expectations of consumers. The Good Clinic will deliver a relationship-driven practice that integrates technology to enhance access to experienced care providers practicing at the top of their licensure, skills, and expertise.
“We believe real health and wellbeing requires a new model—one that shifts the focus from sick-care to well-care and from episodic treatment to an ongoing healthy partnership,” said Michael Howe, CEO of the business unit, The Good Clinic. “Getting good care should be easy when and where it is needed—it’s the only way to build and maintain long-term health and wellness. Just treating a person is not enough; Our experienced clinicians are choosing to join The Good Clinic because they want to partner with clients to help them achieve a better life.”
Howe is joined on the leadership team by Kevin Lee Smith DNP, Becki Hafner-Fogarty MD, and James (Woody) Woodburn MD. This executive team brings a proven track record of success in implementing healthcare delivery innovations, including bringing the operations of Minute Clinic nationally prior to its acquisition by CVS in 2006. Howe and the executive team are developing The Good Clinic’s delivery model in a manner they believe will facilitate rapid scale through standardized proven business processes and clinical quality controls.
“As the demand for health care increases and accessibility decreases, we identified a market need for a new and innovative health care model,” said Larry Diamond, CEO and board member, Mitesco, Inc. “Marketplace research and analysis supports our belief that health care must shift from sick-care, prevention, and treatment to a sustainable partnership that moves each person towards a healthier and happier life. The Good Clinic will be the innovative, future-forward bridge to a healthy partnership.”
Donald Capital, LLC (“Donald”) supports Mitesco’s previously announced $15 million Series A Perpetual Preferred Offering, which pays 10% interest and is expected to be registered under an S-1 registration statement filing in Q3 2020 at $25.00 per share.
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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 for $170 million 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 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. Mitesco Update: http://internetstockreview.com/mitiupdate/
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.