8-K
Mitesco, Inc. (MITI)
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): November 18, 2022
MITESCO, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-53601 | 87-0496850 |
|---|---|---|
| (State or other jurisdiction of<br> <br>incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
| 1600 Highway 100 South, Suite 432<br> <br>St. Louis Park, MN 55416 | ||
| --- | ||
| (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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | 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: None
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| 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. ☐
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
|---|
On November 18, 2022, Mitesco, Inc., a Delaware corporation (the “Company”), filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Certificate of Incorporation, as previously amended (“Certificate of Incorporation”), with the Secretary of State of the State of Delaware, to effect a reverse stock split of the Company’s common stock, $0.01 par value per share (“Common Stock”), at a rate of 1-for-50 (the “Reverse Stock Split”).
The Reverse Stock Split will be effective on December 12, 2022. The Common Stock will be quoted on the OTCQB under the symbol “MITID” and will start trading on a post-split basis on December 12, 2022. After 20 business days, the symbol will change back to “MITI”. The Company’s post-reverse split Common Stock has new CUSIP numbers, 60672T206, but the par value and all other terms of the Common Stock were not affected by the Reverse Stock Split. No fractional shares will be issued as a result of the Reverse Stock Split. In lieu thereof, fractional shares were rounded up to the nearest whole share.
The Company’s transfer agent, Transhare Corporation, is acting as exchange agent for the Reverse Stock Split and will send instructions to stockholders of record regarding the exchange of certificates of Common Stock.
As a result of the Reverse Stock Split, the number of shares of the Company’s Common Stock that may be purchased upon exercise of outstanding warrants, options, or other securities convertible into, or exercisable or exchangeable for, shares of our Common Stock, and the exercise or conversion prices for these securities, have also be ratably adjusted in accordance with their terms.
The foregoing description of the Certificate of Amendment and the Reverse Stock Split set forth above does not purport to be complete and is qualified in its entirety by reference to the Certificate of Amendment. A copy of the Certificate of Amendment is filed as Exhibit 3.1 hereto and incorporated herein by reference.
| Item 8.01 | Other Events. |
|---|
On December 9, 2022, the Company issued a press release announcing a reverse stock split of its common stock at a ratio of 1-to-50. A copy of this press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 3.1 | Certificate of Amendment to the Certificate of Incorporation of the Company, filed on November 18, 2022, effective as of November 21, 2022 |
| 99.1 | Press Release dated December 9, 2022 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| Dated: December 9, 2022 | MITESCO, INC. | |
|---|---|---|
| By: | /s/ Lawrence Diamond | |
| Lawrence Diamond | ||
| Chief Executive Officer |
ex_455155.htm
Exhibit 3.1
CERTIFICATE OF AMENDMENT OF THE
AMENDED AND CERTIFICATE OF INCORPORATION OF
MITESCO, INC.
(Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware)
Mitesco, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware does hereby certify:
The board of directors of the Corporation has duly adopted a resolution pursuant to Section 242 of the General Corporation Law of the State of Delaware setting forth a proposed amendment to the Amended and Certificate of Incorporation of the Corporation and declaring said amendment to be advisable. The requisite stockholders of the Corporation have duly approved said proposed amendment in accordance with Section 242 of the General Corporation Law of the State of Delaware. The amendment amends the Amended and Certificate of Incorporation of the Corporation as follows:
That ARTICLE EIGHT shall be amended by replacing ARTICLE EIGHT in its entirety as follows:
“EIGHT: The total number of common shares of stock which the corporation shall have authority to issue is Five hundred million (500,000,000) shares of common stock, par value $0.01 per share (the “Common Stock”) and ONE HUNDRED MILLION (100,000,000) shares of preferred stock, par value $0.01 per share (the “Preferred Stock”).
The Preferred Stock of the Corporation shall be issued by the board of directors of the Corporation in one or more classes or one or more series within any class and such classes or series shall have such voting powers, full or limited, or no voting powers, and such designations, preferences, limitations or restrictions as the board of directors of the corporation may determine, from time to time.
The holders of the Common Stock are entitled to one vote for each share held at all meetings of stockholders (and written actions in lieu of meetings). There shall be no cumulative voting.
Shares of Common Stock and Preferred Stock may be issued from time to time as the board of directors shall determine and, on such terms, and for such consideration as shall be fixed by the board of directors.”
That ARTICLE EIGHT shall be amended by adding the following:
“Effective at 5:00 p.m. Eastern Time, on the date of the effective date of this Certificate of Amendment to the Amended and Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Effective Time”), the shares of the Corporation’s Common Stock, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time and the shares of Common Stock issued and held in the treasury of the Corporation immediately prior to the Effective Time shall be combined into a smaller number of shares such that each 50 shares of issued and outstanding Common Stock immediately prior to the Effective Time are combined into one validly issued, fully paid and nonassessable share of Common Stock, par value $0.01 per share. Notwithstanding the immediately preceding sentence, no fractional shares shall be issued and, in lieu thereof, the Company will round up to one whole share of our Common Stock in the event a stockholder would be entitled to receive a fractional share of our Common Stock as a result of the combination.
Each stock certificate that, immediately prior to the Effective Time, represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time shall, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent that number of whole shares of Common Stock after the Effective Time into which the shares of Common Stock formerly represented by such certificate shall have been combined, provided, however, that each person of record holding a certificate that represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time shall receive, upon surrender of such certificate, a new certificate evidencing and representing the number of whole shares of Common Stock after the Effective Time into which the shares of Common Stock formerly represented by such certificate shall have been combined.”
This Certificate of Amendment shall be effective as of November 21, 2022 at 5:00 p.m. Eastern Time.
IN WITNESS WHEREOF, I have signed this Certificate of Amendment to the Certificate of Incorporation this 21st day of November 2022.
| Lawrence Diamond, CEO |
|---|
ex_455156.htm
Exhibit 99.1
MITESCO, INC. SETS STOCK SPLIT DATE, READIES FOR UPLIST,
INCREASES SHAREHOLDER’S EQUITY
Minneapolis, MN. – December 9, 2022, (GLOBE NEWSWIRE) -- via NewMediaWire – Mitesco, Inc. (OTCQB:MITI and www.mitescoinc.com, “the Company”) today announced that the Financial Industry Regulatory Authority, Inc. (FINRA) has notified the Company that it will effect its common split as of trading on December 9, 2022. The reverse split is in a ratio of 50:1, and any fractional shares as a result of the split will be rounded up to a single share. The action was approved by written consent of a majority of its shareholders as of April 12, 2022 and was reported on Form DEF 14-C, which can be found at https://www.sec.gov/Archives/edgar/data/802257/000118518522000425/mitesco20220411_def14c.htm. The Company also filed an amendment to the articles of incorporation to reflect the reverse split.
The authorized shares of common stock will remain at 500,000,000. Immediately after the reverse stock split becomes effective, the Company will have approximately 4.5 million shares of common stock outstanding.
“This is a critical element of our uplisting to the NASDAQ Market as there is a requirement that our common stock meets certain price requirements at the time of the listing. Further, we are resetting our balance sheet and shareholder’s equity such that we will meet those requirements as well,” explained Larry Diamond, CEO. He continued, “We are working with our key investors and lenders to convert a substantial amount of our debt into equity, which acts to both reduce our operating costs from debt service, and the amount of new equity needed to accomplish our listing requirements. All of us in the Company are shareholders, and our interests are full aligned with those of the entire universe of shareholders.”
Mr. Diamond continued, “We also recently made a minor change to the Company’s Bylaws to provide for a quorum of at least 33 1/3% for any meeting of the shareholders of common stock as provided by Nasdaq Rule 5620(c) (the "Amended Bylaws"). Again, another step to be compliant with the rules provided by Nasdaq for listing of our common stock. We are fully committed to the move up to Nasdaq, and we will take all steps to accomplish this, including further adjustments to our capital structure if needed to meet all of the requirements.”
The new symbol will be MITID. After 20 business days, the symbol will change back to MITI. Stockholders of record are not required to send in their current stock certificates or evidence of book-entry or other electronic positions for exchange. Following the effectiveness of the reverse stock split, each stock certificate and book-entry or other electronic position representing issued and outstanding shares of the Company's common stock will be automatically adjusted. Each paper stock certificate will represent 1/50th of the shares listed thereon. Those stockholders holding common stock in "street name" will receive instructions from their brokers if they need to take any action in connection with the reverse stock split.
All of the Company's options, warrants, and other convertible securities that are outstanding immediately before the reverse stock split will also be adjusted by dividing the number of shares of common stock into which the options, warrants, and other convertible securities are exercisable or convertible by 50 and multiplying the exercise or conversion price thereof by 50, all in accordance with the terms of the plans, agreements, or arrangements governing such options, warrants, and other convertible securities.
About The Good Clinic™
A wholly owned subsidiary of Mitesco, Inc. (www.mitescoinc.com), The Good Clinic, LLC is a tech-forward, whole-person primary care practice that co-partners with clients ages 12 and older. Staffed by experienced nurse practitioners focused on preventive care, The Good Clinic™ offers clients routine medical care, chronic condition management, acute care, and wellness care services with both in-person and virtual care options. Founded in 2020 and operating six Minnesota clinics with plans to expand nationwide, the executive team includes the key clinical and operational professionals who brought MinuteClinic to scale. Learn more at thegoodclinic.com.
About Mitesco Inc.
Mitesco is building a next-generation healthcare solution, providing healthcare services and technology to make healthcare more accessible, higher quality, and more affordable. The Mitesco team has extensive experience in building successful growth situations within the healthcare industry, using both organic and acquisition growth strategies. Mitesco embraces that when consumers' expectations are exceeded the business performance does so as well. Mitesco operations and subsidiaries include The Good Clinic, LLC ("The Good Clinic"). The Good Clinic (www.thegoodclinic.com) is a wholly-owned subsidiary of Mitesco N.A. LLC, the holding company for North American operations. Learn more at mitescoinc.com and twitter.com/mitescoinc.
Contact:
Mitesco Investor Relations
Jimmy Caplan
jimmycaplan@me.com
512.329.9505