Item 1.01
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Entry into Material Definitive Agreement
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Private Sale and Issuance Restricted Shares
Between January 29, 2021 through February 1, 2021, Mitesco, Inc. (the “Company”) entered into a Securities Purchase Agreements (the “SPA”) with forty-five (45) investors, for the sale of 8,192,000 shares of the Company’s restricted common stock for the aggregate price of $2,048,000, at a price of $.25 per share. The price was determined based on the prior day ten (10) day average closing price, less a 20% discount for the risk associated with restricted stock. The transaction was executed directly with the Company and no brokers, dealers or representatives were involved.
The purchasers of the common stock shares include executives who are a part of the senior management team of The Good Clinic, LLC, a wholly owned subsidiary of the Company, and parties related to other executives in the Company, as well as a number of historical shareholders.
Item 1.01 of this Current Report on Form 8-K contains only a brief description of the material terms of the SPA, and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety by reference to the full text of the Form of the SPA, filed as Exhibit 10.01 to this Current Report on Form 8-K, and are incorporated herein by reference.
Restricted Common Stock Issuance and Cancellation of all Convertible Bridge Notes
On August 20, 2020, September 30, 2020, October 30, 2020. December 9, 2020, the Company entered into convertible promissory notes with Eagle Equities, LLC which had aggregate principal outstanding of $200,200, $114,400, $114,400 and $220,000 as of February 8, 2021. On February 1, 2021, and in agreements executed on February 8, 2021, the Company entered into agreements with Eagle Equities, LLC whereby the principal and interest under each note were exchanged for an aggregate of 3,524,049 shares of the Company’s restricted common stock. The Agreements are included as Exhibit 10.02 through 10.06 to this report on Form 8-K. Upon issuance of the aforementioned common shares to Eagle Equities, LLC, the Company will have no convertible notes outstanding.
Share Exchange of Series A Preferred, Series B Preferred with Restricted Common Stock
As disclosed in a report on Form 8-K filed with the Securities and Exchange Commission on March 13, 2020, the Company issued a total of 4,800 shares of its Series A Preferred Stock to four (4) individuals in association with its The Good Clinic, LLC business unit. On or about February 1, 2021 the holders of the Series A Preferred shares agreed to exchange their Series A Preferred Stock for an aggregate of 600,000 shares of the Company’s newly issued restricted common stock, with each holder to receive 150,000 shares. The Agreement which details this exchange is included as Exhibit 10.06 to this report on Form 8-K. Upon issuance of the aforementioned common shares, the Company will have no Series A Preferred shares outstanding.