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): January 12, 2023
MITESCO, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware | 000-53601 | 87-0496850 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1600 Highway 100 South, Suite 432 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 1.01 | Entry into a Material Definitive Agreement. |
Mitesco, Inc., a Delaware corporation (the “Company”) and Spartan Capital Securities LLC (“Spartan”) entered into an advisory agreement (the “Agreement”) dated January 12, 2023 purusant to which Spartan will act as exclusive financial advisor in providing general financial advisory services to the Company. In consideration for the financial advisory services to be rendered thereunder, the Company will issue to Spartan 150,000 restricted common shares of the Company (“Common Stock”). In addition, the Company will issue to Spartan an additional 50,000 Common Stock within three business days of completion of a gross raise of at least $2,000,000. The shares of Common Stock will have piggyback registration rights and the same rights afforded other holders of the Company’s Common Stock. The Common Stock was issued pursuant to Section 4(a)(2) of the Securities Act and applicable state securities law exemptions based on the representations of Spartan. The Common Stock issued under the Agreement are “restricted securities” as defined in Rule 144 of the Securities Act.
The foregoing description of the Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the Agreement. A copy of the Agreement is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 3.02 | Unregistered Sales of Equity Securities. |
The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 3.02.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. | Description | |
10.1 | Advisory Agreement between Mitesco, Inc. and Spartan Capital Securities LLC, dated January 12, 2023. | |
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: January 17, 2023 | MITESCO, INC. | ||
By: | /s/ Lawrence Diamond | ||
Lawrence Diamond | |||
Chief Executive Officer |