Exhibit 99.1
DOMESTIC CORPORATION (78) CHARTER CONVERSION
I, FRANCISCO V. AGUILAR, the duly qualified and elected Nevada Secretary of State, do hereby certify that MITESCO, INC. did, on 10/13/2023, file in this office Articles of Conversion; that said documents are now on file and of record in the office of the Secretary of State of the State of Nevada, and further, that said documents meet all the provisions required by the law of the State of Nevada.
 | IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of State, at my office on . |
Certificate Number: B202310134037277 You may verify this certificate online at http://www.nvsos.gov | FRANCISCO V. AGUILAR Secretary of State |
| | STATE OF NEVADA | |
FRANCISCO V. AGUILAR Secretary of State | | Commercial Recordings Division 401 N. Carson Street Carson City, NV 89701 Telephone (775) 684-5708 Fax (775) 684-7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486-2880 Fax (702) 486-2888 |
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DEPUTY BAKKEDAHL Deputy Secretary for Commercial Recordings | OFFICE OF THE
SECRETARY OF STATE |
Business Entity - Filing Acknowledgement
10/13/2023
Work Order Item Number: | W2023101301025-3218339 |
Filing Number: | 20233557651 |
Filing Type: | Articles of Conversion |
Filing Date/Time: | 10/13/2023 10:05 |
Filing Page(s): | 4 |
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Indexed Entity Information: | |
Entity ID: E35576392023-2 | Entity Name: MITESCO, INC. |
Entity Status: Active | Expiration Date: None |
Commercial Registered Agent
CAPITOL CORPORATE SERVICES, INC.
202 SOUTH MINNESOTA STREET, Carson City, NV 89703, USA
The attached document(s) were filed with the Nevada Secretary of State, Commercial Recording Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future.
Respectfully,
FRANCISCO V. AGUILAR
Secretary of State
Page 1 of 1
Commercial Recording Division
401 N. Carson Street
| FRANCISCO V. AGUILAR Secretary of State 401 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov www.nvsilverflume.gov | Filed in the Office of Secretary of State
State Of Nevada | Business Number
E35576392023-2 Filing Number
20233557651 Filed On
10/13/2023 10:05:00 AM Number of Pages
4 |
Articles of Conversion/Exchange/Merger NRS 92A.200 and 92A.205 This filing completes the following: ☒ Conversion ☐ Exchange ☐ Merger |
TYPE OR PRINT - USE DARK INK ONLY - DO NOT HIGHLIGHT
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1. Entity Information: (Constituent, Acquired or Merging) | Entity Name: MITESCO, INC. Jurisdiction: Delaware Entity Type*: Corporation If more than one entity being acquired or merging please attach additional page. |
2. Entity Information: (Resulting, Acquiring or Surviving) | Entity Name: MITESCO, INC. Jurisdiction: Nevada Entity Type*: Corporation |
3. Plan of Conversion, Exchange or Merger: (select one box) | ☐ The entire plan of conversion, exchange or merger is attached to these articles. ☒ The complete executed plan of conversion is on file at the registered office or principal place of business of the resulting entity. The entire plan of exchange or merger is on file at the registered office of the acquiring corporation, limited-liability company or business trust, or at the records office address if a limited partnership, or other place of business of the acquiring entity (NRS 92A.200). ☐ The complete executed plan of conversion for the resulting domestic limited partnership is on file at the records office required by NRS 88.330. (Conversion only) |
4. Approval: (If more than one entity being acquired or merging please attach additional approval page.) | Exchange/Merger: Owner's approval (NRS 92A.200) (options a, b or c must be used for each entity) ☐ A. Owner's approval was not required from the: ☐ Acquired/merging ☐ Acquiring/surviving ☐ B. The plan was approved by the required consent of the owners of: ☐ Acquired/merging ☐ Acquiring/surviving ☐ C. Approval of plan of exchange/merger for Nevada non-profit corporation (NRS 92A.160): Non-profit Corporations only: The plan of exchange/merger has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation. ☐ Acquired/merging ☐ Acquiring/surviving Name of acquired/merging entity Name of acquiring/surviving entity |
5. Effective Date and Time: (Optional) | Date: 10/13/2023 Time: 12.01 a.m. (must not be later than 90 days after the certificate is filed) |
*corporation, limited partnership, limited-liability limited partnership, limited-liability company or business trust.
| FRANCISCO V. AGUILAR Secretary of State 401 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov www.nvsilverflume.gov |
Articles of Conversion/Exchange/Merger NRS 92A.200 and 92A.205 This filing completes the following: ☒ Conversion ☐ Exchange ☐ Merger |
TYPE OR PRINT - USE DARK INK ONLY - DO NOT HIGHLIGHT
4. Approval: (If more than one entity being acquired or merging please attach additional approval page.) | Exchange/Merger: Owner's approval (NRS 92A.200) (options a, b or c must be used for each entity) ☐ A. Owner's approval was not required from the: ☐ Acquired/merging ☐ Acquiring/surviving ☐ B. The plan was approved by the required consent of the owners of: ☐ Acquired/merging ☐ Acquiring/surviving ☐ C. Approval of plan of exchange/merger for Nevada non-profit corporation (NRS 92A.160): Non-profit Corporations only: The plan of exchange/merger has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation. ☐ Acquired/merging ☐ Acquiring/surviving Name of acquired/merging entity Name of acquiring/surviving entity |
4. Approval: (If more than one entity being acquired or merging please attach additional approval page.) | Exchange/Merger: Owner's approval (NRS 92A.200) (options a, b or c must be used for each entity) ☐ A. Owner's approval was not required from the: ☐ Acquired/merging ☐ Acquiring/surviving ☐ B. The plan was approved by the required consent of the owners of: ☐ Acquired/merging ☐ Acquiring/surviving ☐ C. Approval of plan of exchange/merger for Nevada non-profit corporation (NRS 92A.160): Non-profit Corporations only: The plan of exchange/merger has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation. ☐ Acquired/merging ☐ Acquiring/surviving Name of acquired/merging entity Name of acquiring/surviving entity |
*corporation, limited partnership, limited-liability limited partnership, limited-liability company or business trust.
Page 2 of 4
Revised: 12/12/2022
| FRANCISCO V. AGUILAR Secretary of State 401 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov www.nvsilverflume.gov |
Articles of Conversion/Exchange/Merger NRS 92A.200 and 92A.205 This filing completes the following: ☒ Conversion ☐ Exchange ☐ Merger |
TYPE OR PRINT - USE DARK INK ONLY - DO NOT HIGHLIGHT
| |
6.Forwarding Address for Service of Process: (Conversion and Mergers only, if resulting/surviving entity is foreign) | Name Country Care of: Address City State Zip/Postal |
7. Amendment, if any, to the articles or certificate of the surviving entity. (NRS 92A.200): (Merger only) ** | ** Amended and restated articles may be attached as an exhibit or integrated into the articles of merger. Please entitle them "Restated" or "Amended and Restated," accordingly. The form to accompany restated articles prescribed by the secretary of state must accompany the amended and/or restated articles. Pursuant to NRS 92A.180 (merger of subsidiary into parent - Nevada parent owning 90% or more of subsidiary), the articles of merger may not contain amendments to the constituent documents of the surviving entity except that the name of the surviving entity may be changed. |
8. Declaration: (Exchange and Merger only) | Exchange: ☐ The undersigned declares that a plan of exchange has been adopted by each constituent entity (NRS 92A.200). Merger: (Select one box) ☐ The undersigned declares that a plan of merger has been adopted by each constituent entity (NRS 92A.200). ☐ The undersigned declares that a plan of merger has been adopted by the parent domestic entity (NRS 92A.180). |
9. Signature Statement: (Required) | ☒ Conversion: A plan of conversion has been adopted by the constituent entity in compliance with the law of the jurisdiction governing the constituent entity. Signatures - must be signed by: 1.If constituent entity is a Nevada entity: an officer of each Nevada corporation; all general partners of each Nevada limited partnership or limited-liability limited partnership; a manager of each Nevada limited-liability company with managers or one member if there are no managers; a trustee of each Nevada business trust; a managing partner of a Nevada limited-liability partnership(a.k.a. general partnership governed by NRS chapter 87). 2.If constituent entity is a foreign entity: must be signed by the constituent entity in the manner provided by the law governing it. MITESCO, INC. Name of constituent entity |
Form will be returned if unsigned.
This form must be accompanied by appropriate fees.
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Revised: 12/12/2022
| FRANCISCO V. AGUILAR Secretary of State 401 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov www.nvsilverflume.gov |
Articles of Conversion/Exchange/Merger NRS 92A.200 and 92A.205 This filing completes the following: ☒ Conversion ☐ Exchange ☐ Merger |
TYPE OR PRINT - USE DARK INK ONLY - DO NOT HIGHLIGHT
| |
9. Signature Statement Continued: (Required) | ☐ Exchange: Signatures - Must be signed by: An officer of each Nevada corporation; All general partners of each Nevada limited partnership; All general partners of each Nevada limited-liability limited partnership; A manager of each Nevada limited-liability company with managers or a member if there are no Managers; A trustee of each Nevada business trust (NRS 92A.230) Unless otherwise provided in the certificate of trust or governing instrument of a business trust, an exchange must be approved by all the trustees and beneficial owners of each business trust that is a constituent entity in the exchange. The articles of exchange must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS 92A.230). Additional signature blocks may be added to this page or as an attachment, as needed. |
| | ☐ Merger: Signatures - Must be signed by: An officer of each Nevada corporation; All general partners of each Nevada limited partnership; All general partners of each Nevada limited-liability limited partnership; A manager of each Nevada limited-liability company with managers or one member if there are no managers; A trustee of each Nevada business trust (NRS 92A.230). The articles of merger must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS 92A.230). Additional signature blocks may be added to this page or as an attachment, as needed. |
10. Signature(s): (Required) | Name of acquired/merging entity X Signature (Exchange/Merger) Title Date If more than one entity being acquired or merging please attach additional page of informaiton and signatures. |
| | Name of acquired/surviving entity X Signature (Exchange/Merger) Title Date |
| | X Lawrence Diamond CEO 10/13/2023 Signature of Constituent Entity (Conversion) Title Date |
| | Please include any required or optional information in space below: (attach additional page(s) if necessary) |
Form will be returned if unsigned.
This form must be accompanied by appropriate fees.
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Revised: 12/12/2022
