UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
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☐ Preliminary Information Statement
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☒ Definitive Information Statement
MITESCO, INC.
(Name of Registrant as Specified in Its Charter)
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MITESCO, INC.
7535 East Hampden Avenue, Suite 400
Denver, CO 80231
Phone: (844) 383-8689
Email: info@mitescoinc.com
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO
SEND US A PROXY
Dear Stockholders:
This Information Statement (“Information Statement”) is being
furnished to the stockholders of record at the close of business on
November 12, 2020 (“Record Date”) of Mitesco, Inc., a Delaware
corporation (the “Company”, “us”, “we” or “our”), with respect to
certain corporate actions (the “Corporate Actions”) taken by the
written consent of the Company’s shareholders entitled to vote.
This Information Statement is first being mailed or furnished
to the stockholders of the Company on or about November 30,
2020.
The purpose of this Information Statement is to notify the
Company’s stockholders that, on November 12, 2020, our Board of
Directors (the “Board”) and the holders of 7,774,181 shares of the
Company’s common stock, with one (1) vote per share and 26,227
shares of the Series “X” Preferred Stock, with twenty thousand
(20,000) votes per share or a total of 524,540,000 votes, or an
aggregate of approximately 80.56% of the voting power on matters
submitted to the holders of the Common Stock, approved the
Corporate Actions by executing the Written Consent. The Corporate
Actions approved by the written consent are as follows:
Action 1. The election of Lawrence Diamond, Ronald Riewold,
Tom Brodmerkel, H. Faraz Naqvi, M.D., and Juan Carlos Iturregui,
Esq. as the directors of the Company for the fiscal year ending
December 31, 2021,
Action 2. Ratification of the prior appointments by the
Company’s Board of Directors (“Board”) of Tom Brodmerkel, Faraz
Naqvi, and Juan Carlos Iturregui Esq. as members of the Board to
fill vacancies existing in the fiscal year ending December 31,
2020, and
Action 3. Ratification of RBSM, LLP as the Company’s
auditors for the FY2020, and the FY2021 periods.
ONLY THE STOCKHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON
NOVEMBER 12, 2020 ARE ENTITLED TO NOTICE OF THE ACTION.
STOCKHOLDERS WHO HOLD IN EXCESS OF 51% OF THE VOTING POWER OF
THE COMPANY’S SHARES OF VOTING CAPITAL STOCK ENTITLED TO VOTE ON
THE ACTION HAVE VOTED IN FAVOR OF THE ACTION. AS A RESULT,
THE ACTION HAS BEEN APPROVED WITHOUT THE AFFIRMATIVE VOTE OF ANY
OTHER STOCKHOLDERS OF THE COMPANY. THIS ACTION IS EXPECTED TO
BE EFFECTIVE ON A DATE THAT IS AT LEAST 20 DAYS AFTER THE MAILING
OF THIS INFORMATION STATEMENT.
There are no stockholder dissenters' or appraisal rights in
connection with any of the matters discussed in this Information
Statement. The Board is not soliciting your proxy. This
Information Statement is being furnished to you solely for the
purpose of informing stockholders of the matters described herein
in compliance with Regulation 14C of the Securities Exchange Act of
1934, as amended. The Company has asked brokers and other
custodians, nominees, and fiduciaries to forward this Information
Statement to the beneficial owners of the Common Stock held of
record by such persons and will reimburse such persons for
out-of-pocket expenses incurred in forwarding such material.
| Dated November 30, 2020 |
By Order of the Board of Directors |
| |
/s/ Larry Diamond |
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Chief Executive Officer |
Mitesco, Inc.
7535 East Hampden Avenue
Suite 400
Denver, CO 80231
Phone: (844) 383-8689
Email: info@mitescoinc.com
INFORMATION STATEMENT REGARDING CORPORATE ACTION TAKEN
BY
WRITTEN CONSENT IN LIEU OF MEETING.
NO VOTE OR OTHER CONSENT OF OUR STOCKHOLDERS IS SOLICITED IN
CONNECTION WITH THIS INFORMATION STATEMENT. WE ARE NOT ASKING
YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A
PROXY
This information statement (“Information Statement”) is being
furnished to holders of record of the common stock, par value $0.01
per share (the “Common Stock”), and Series X Preferred Stock, par
value $0.01 per share (“Series X Preferred Stock”) of Mitesco, Inc,
a Delaware corporation (the “Company”, “us”, “we” or “our”), as of
the close of business on November 12, 2020 (the “Record Date”) to
advise them of the approval of certain actions (the “Corporate
Actions”) by the written consent (“Written Consent”) of a majority
of the votes entitled to vote on matters presented to the holders
of our Common Stock. This Information Statement is first
being mailed or furnished to the stockholders of the Company on or
about November 30, 2020
ABOUT THIS INFORMATION STATEMENT
What is the purpose of this Information
Statement?
This Information Statement is being provided pursuant to Section 14
of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), to notify stockholders of the Company, as of the close of
business on the Record Date of the Corporate Actions expected to be
taken pursuant to the Written Consent. The Corporate Actions
approved are:
Action 1. The election of Lawrence Diamond, Ronald Riewold,
Tom Brodmerkel, H. Faraz Naqvi, M.D., and Juan Carlos Iturregui,
Esq. as the directors of the Company for the fiscal year ending
December 31, 2021,
Action 2. Ratification of the prior appointments by the
Company’s Board of Directors (“Board”) of Tom Brodmerkel, Faraz
Naqvi, and Juan Carlos Iturregui Esq. as members of the Board to
fill vacancies existing in the fiscal year ending December 31,
2020, and
Action 3. Ratification of RBSM, LLP as the Company’s
auditors for the FY2020, and the FY2021 periods.
Who was entitled to vote on the Corporate
Actions?
In order to approve the Corporate Actions, the affirmative vote of
a majority of the shares entitled to vote on matters submitted to
the holders of the Common Stock is required. The Series X Preferred
Stock is entitled to vote with the Common Stockholders on matters
submitted to a vote of the Common Stockholders. As such,
holders of record of shares of the Common Stock and Series X Stock
on the close of business on the Record Date were entitled to vote
on the Corporate Actions.
How many votes does each one (1) share of Common Stock and
Series X Preferred Stock have?
Each one (1) share of Common Stock has one (1) vote per share, and
each one (1) share of Series X Preferred Stock has twenty thousand
(20,000) votes per share on all matters submitted to a vote of the
holders of the Common Stock.
How many shares of Common Stock and Series X Preferred Stock
were outstanding on the Record Date?
On the Record Date, there were 136,209,054 and 26,227 shares,
respectively, of the Common Stock and Series X Stock
outstanding.
How many votes approved the Corporate Action?
On November 12, 2020, our Board of Directors (the “Board”) and the
holders of 7,774,181 shares of the Company’s common stock, with one
(1) vote per share and 26,227 shares of the Series “X” Preferred
Stock, with twenty thousand (20,000) votes per share or a total of
524,540,000 votes, or an aggregate of approximately 80.56% of the
voting power on matters submitted to the shareholders of the
Company Stock, approved the Corporate Actions by executing the
Written Consent.
Who is entitled to notice of the Corporate
Actions?
All holders of record of shares of the Common Stock and Series X
Stock on the close of business on the Record Date are entitled to
notice of the Corporate Actions.
What corporate matters did the Written Consent
approve?
The Corporate Actions below were approved by the holders of
approximately 79% of the total issued and outstanding voting
capital stock of the Company entitled to vote on matters submitted
to the Common Stockholders on the Record Date:
Action 1. The election of Lawrence Diamond, Ronald Riewold,
Tom Brodmerkel, H. Faraz Naqvi, M.D., and Juan Carlos Iturregui,
Esq. as the directors of the Company for the fiscal year ending
December 31, 2021,
Action 2. Ratification of the prior appointments by the
Company’s Board of Directors (“Board”) of Tom Brodmerkel, Faraz
Naqvi and Juan Carlos Iturregui, Esq. as members of the Board to
fill vacancies existing in the fiscal year ending December 31,
2020, and
Action 3. Ratification of RBSM, LLP as the Company’s
auditors for the FY2020, and the FY2021 periods.
What Provisions of Delaware Corporate Law and the Company’s
bylaws allow the Written Consent to approve Corporate
Actions?
Under Sections 228 of the General Corporation Law, as amended, of
the State of Delaware, and in accordance with the Bylaws of the
Company, all activities requiring approval by a vote of the Common
Stockholders may be taken by obtaining the written consent and
approval of more than 51% of the votes entitled to vote in lieu of
a meeting of the stockholders. Because 80.56% of the votes
entitled to cast a vote on the Record Date approved the Corporate
Action by written consent, sufficient votes were received for
approval.
No action by the minority stockholders in connection with the
Corporate Action is required. This Information Statement is first
being mailed on or about November 30, 2020 to the stockholders of
record as of November 12, 2020, the Record Date and is being
delivered to inform you of the Corporate Actions before they take
effect in accordance with Rule 14c-2 of the Securities Exchange Act
of 1934.
When will the Corporate Actions be effective?
Pursuant to Rule 14c-2 under the Exchange Act, the foregoing Action
may not become effective until a date that is at least 20 days
after the date on which this Information Statement has been mailed
to the stockholders of the Company. As such, the Corporate Actions
will be effective approximately twenty (20) days after the Company
mails this Information Statement to the Company’s stockholders.
Will the Company’s Stockholders be entitled to dissenters’
rights of appraisal in connection with the Corporate
Actions?
No. Under Delaware law and the Company’s articles of incorporation
and bylaws, no stockholder has any right to dissent to the
Corporate Actions, and as such, the Company will not provide
dissenters’ rights of appraisal.
Will there be a Stockholder Meeting in connection with the
Corporate Actions?
No. The Corporate Actions have been approved by a majority of the
votes entitled to vote, which is sufficient to approve the
Corporate Actions.
Is the Company soliciting my proxy?
No. The Company is not soliciting any votes with regard to the
Corporate Action. The Corporate Actions have been approved by
80.56% of the votes entitled to vote on the Corporate Actions,
which is sufficient to approve the Corporate Actions. As such, your
proxy is not being solicited and is not needed.
Who will pay the costs of this Information
Statement?
The entire cost of furnishing this Information Statement will be
borne by the Company. We will request brokerage houses, nominees,
custodians, fiduciaries, and other like parties to forward this
Information Statement to the beneficial owners of our Common Stock
held of record by them.
Does any officer, director or director nominee of the Company
have a substantial interest in the Corporate Actions, other than
his role as an officer, director or director nominee?
No officer, director or director nominee of the Company has any
substantial interest in the matters to be acted upon, other than
his role as an officer, director or director nominee of the
Company.
How will the Information Statement be delivered to
Stockholders Sharing an address?
In some instances, we may deliver only one copy of this Information
Statement to multiple stockholders sharing a common address. If
requested by phone or in writing, we will promptly provide a
separate copy to a stockholder sharing an address with another
stockholder. Requests by phone should be directed to our Admin.
Advisory Officer at (844) 383-8689 and requests in writing should
be emailed to the Company at info@mitescoinc.com.
Stockholders sharing an address who currently receive multiple
copies and wish to receive only a single copy should contact their
broker or send a signed, written request to us at the above
address.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The table below sets forth certain information, as of the Record
Date, with respect to the beneficial ownership of the Common Stock
and Series X Preferred Stock outstanding by (i) any holder of more
than five percent, (ii) each of the Company’s executive officers,
directors and director designees, and (iii) the Company’s executive
officers, directors and director designees as a
group. Beneficial ownership is determined in accordance with
the rules of the SEC and includes general voting power and/or
investment power with respect to securities. Shares of common stock
issuable upon exercise of options or warrants that are currently
exercisable or exercisable within 60 days of the record date, and
shares of common stock issuable upon conversion of other securities
currently convertible or convertible within 60 days, are deemed
outstanding for computing the beneficial ownership percentage of
the person holding such securities but are not deemed outstanding
for computing the beneficial ownership percentage of any other
person. Under the applicable SEC rules, each person’s beneficial
ownership is calculated by dividing the total number of shares with
respect to which they possess beneficial ownership by the total
number of outstanding shares. In any case, where an
individual has beneficial ownership over securities that are not
outstanding but are issuable upon the exercise of options or
warrants or similar rights within the next 60 days, that same
number of shares is added to the denominator in the calculation
described above. Because the calculation of each person’s
beneficial ownership set forth in the “Percentage Class” column of
the table may include shares that are not presently outstanding,
the sum total of the percentages set forth in such column may
exceed 100%. Unless otherwise indicated, the address of
each of the following persons is 7535 East Hampden Avenue, Suite
400, Denver, CO 80231, and, based upon information available or
furnished to us, each such person has sole voting and investment
power with respect to the shares set forth opposite his, her or its
name. The information below is based upon 136,209,054 shares of
Common Stock and 26,227 shares of Series X Preferred Stock
outstanding as of the Record Date.
|
Name of Beneficial Owner
|
Number of
Common
Shares
|
Percent
of Class
(Common Stock)
|
Number of
Series X Preferred
Shares
|
Percent
of Class
(Series X Preferred Stock)
|
Total
Percentage Held
(Common and Series X Preferred)
|
|
Ronald Riewold, Director
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1,000,000
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0.73%
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1,200
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4.58%
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3.78%
|
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Tom Brodmerkel, Director
|
|
|
-
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-
|
|
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Lawrence Diamond, Director, Chief Executive Officer
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3,471,324
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2.55%
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2,000
|
7.63%
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6.58%
|
|
Dr. H. Faraz Naqvi, Director
|
-
|
-
|
-
|
-
|
-
|
|
Juan Carlos Iturregui, Esq., Director (1)
|
-
|
-
|
-
|
-
|
-
|
|
James Crone
|
1,000,000
|
0.73 %
|
2,884
|
11.00%
|
8.88%
|
|
Louis DeLuca
|
|
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2,400
|
9.15%
|
7.26%
|
|
Irish Italian Retirement Fund, LLC (1)
|
|
|
12,503
|
47.67%
|
37.84%
|
|
Frank Lightmas
|
1,052,857
|
0.77%
|
3,240
|
12.35%
|
9.97%
|
|
Julie Smith
|
1,250,000(2)
|
0.92%
|
2,000
|
7.63%
|
6.24%
|
|
Officers and Directors as a group
(5 Persons)
|
4,471,324
|
3.28%
|
3,200
|
12.20%
|
10.36%
|
|
Total All Holders
|
7,774,181
|
5.71%
|
26,227
|
100%
|
80.56%
|
| |
(1)
|
The amount held by Juan Carlos Iturregui, Esq., our director,
includes 12,503 of the Series X Preferred Stock held by the Irish
Italian Retirement Fund, LLC, which has provided Mr. Iturregui with
a proxy to vote its shares.
|
| |
(2)
|
Due to ongoing legal action, these awarded shares may be subject to
cancelation.
|
ACTION 1. ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS FOR THE
YEAR ENDING DECEMBER 31, 2021.
On November 12, 2020, the Company’s board of directors adopted a
resolution declaring it advisable to elect Ronald Riewold, Mr.
Lawrence Diamond, Mr. Thomas Brodmerkel, H. Faraz Naqvi, M.D. and
Juan Carlos Iturregui Esq to serve as members of the Board of
Directors for the year ending December 31, 2021.
The stockholders elected Ronald Riewold, Mr. Lawrence Diamond, Mr.
Thomas Brodmerkel, H. Faraz Naqvi, M.D., and Juan Carlos Iturregui
Esq. to serve as members of the Board of Directors for the year
ending December 31, 2021, by the Written Consent on November 12,
2020. Each director will serve a term of three (3) years beginning
on January 1, 2021, and terminating three (3) years thereafter or
until the earlier of his resignation, removal, or death.
The following table sets forth information as of the date of this
Memorandum regarding the directors elected to serve for the year
ending December 31, 2021.
|
Name
|
Age
|
Position
|
|
Ronald Riewold
|
72
|
Chairman of the Board of Directors
|
|
Lawrence Diamond
|
57
|
Director, Chief Executive Officer
|
|
Tom Brodmerkel
|
63
|
Director
|
|
Dr. H. Faraz Naqvi
|
55
|
Director
|
|
Juan Carlos Iturregui
|
55
|
Director
|
Officer and Director Biographical
Information
The biographical summaries of our officers and members of our board
of directors as of the date of this Memorandum are set forth below.
None of our officers and directors are officers and directors of
other publicly traded or Securities and Exchange Commission
reporting companies. Our current directors are paid for their
service as our directors, $2,500 a month except in months when
in-person board meetings occur, and then they are paid $5,000 for
that month of service.
Mr. Ronald Riewold (age 72) Chairman – Board of
Directors joined the Board of Directors on November 27, 2018.
Mr. Riewold has extensive experience in operating and developing
both public (NYSE Market and NASDAQ) and private companies.
Specifically, his expertise is in field or practice-level health
care company operations. He was a top executive of six companies
since 1978, three in the finance and real estate sector, and three
in the health care and technology arena. Mr. Riewold has completed
over fifty mergers and acquisitions in the health care industry.
After successfully growing a financial services company and real
estate development company as CEO, Riewold entered the healthcare
arena full time in 1996 as vice president of corporate development
with Heart Labs of America, which became Medical Industries of
America and later Cyber Care. Upon leaving Cyber Care, Riewold
became a consultant for American Enterprise Solutions, Inc., a
healthcare delivery system and Internet utility focusing on
connectivity in the healthcare industry from 1999 – 2001
In 2001, Mr. Riewold joined Pain Care Holdings as one of its
original investors, President, Co-Chief Executive Officer, and
member of the board of directors. Riewold helped Pain Care rise
from a start-up to an $80 million-dollar company that developed a
process that monitors patients, including residents in nursing
home/rehabilitation facilities or hospitals. In 2008, he started
Dynamic Real Estate Development as CEO, focusing on the development
of medical buildings while partnering with physician groups and/or
providing his expertise as a fee developer. His firm’s projects
included surgery suites, urgent care facilities, and orthopedic
offices. From 2011 and to the present, Mr. Riewold founded and is
President and CEO of Averlent Corporation, a national medication
management initiative. In a few short months after its founding,
the company added several new clients, including Accountable Care
Organizations, larger group practices, and over 500 Independent
Physician Associations.
Mr. Riewold earned a bachelor’s degree from Florida State
University in 1970 and a Master of Business Administration from
Temple University in 1972.
Mr. Lawrence Diamond | (age 57) Chief Executive Officer,
Interim Chief Financial Officer, and Board Member was most
recently CEO of Intelligere Inc., a supplier of interpretation and
translation for 73 languages to health care providers. Prior to
that role, he was COO of PointRight, Inc., a leading healthcare
analytics firm specializing in long-term and post-acute care using
predictive analytics for skilled nursing, home health, Medicare
& Medicaid payers, hospitals, and ACOs. While VP of Insignia
Health, he grew their business internationally and domestically,
providing population health engagement via their validated program
(Patient Activation Measure, PAM) and SaaS-based population
health-coaching. He led strategic planning and sales at American
Telecare, an innovator of telemedicine enabled clinical services
and medical devices that improve cost and quality. He was VP at
Ubiquio Corporation, Inc., an innovator in mobile technology
and services which was acquired by Mobile Planet, after an
eight-year stint at UnitedHealth Group, where he was Vice President
driving their Medicare Advantage, pharmacy products, health plan
operations, and M&A. He began his career at Merrill Lynch in
private client banking. He earned his M.B.A. at the
University of Minnesota, and his B.S., Business Administration, at
the University of Richmond.
Mr. Thomas Brodmerkel | (age 63) member of our Board of
Directors. He is the CEO of an investment and consulting firm in
the health care industry. Mr. Brodmerkel is currently acting CEO
and Chair of Wave Health Technologies. Tom is on the board of
CareSource Corporation, a not for profit $10B health plan primarily
focused on serving the Medicaid population. Additionally, Tom
serves on the board of PointRight, a privately held healthcare
analytics company. Previously he was employed by Matrix
Medical Network, Inc. (January 2009 thru November 2012) as its
Executive Vice President. The company is based in Scottsdale, AZ,
and he was responsible for Corporate and Business Development,
Client Services, Sales, and Marketing. The company was sold to a
private equity group in April 2012. From May 2007 thru December
2008, he was President, Medicare Programs for Bethesda, MD-based
Coventry Healthcare, Inc. He was fully responsible for P&L for
the +$2 Billion Medicare Programs division. Products included
Medicare Advantage Part C, Prescription Drugs Part D,
Private-Fee-For-Service., Special Needs Plans, and MSA’s. Mr.
Brodmerkel was employed by United Health Group, Inc,
from 2004-2006 as its President, United Health Advisors, and
SVP, Senior Retiree Services based in Minneapolis, MN. He was
responsible for over +$1.5B of sales, marketing, and business
development for products targeted to individuals aged 50 and older.
These products include Medicare Advantage, Medicare Supplements,
Medicare Pharmacy-Part D, and Special Needs Plans for individuals
and groups.
While at American Telecare Inc during 2004 as Executive Vice
President, he was responsible for all field operations, customer
service, sales, marketing, and business development. He was
employed by Lumenous, Inc. from 2003 thru 2004 as its Executive
Vice President, based in Minneapolis, MN. During 2002 and 2003, he
was employed by Stanton Group, Inc. as its Executive Vice
President, based in Minneapolis, MN. Prior to that, he was employed
by Definity Health, Inc, during 2001 and 2002 as its Executive Vice
President, based in Minneapolis, MN. He was employed in various
capacities by United Healthcare, Inc, from 1994- through 2001.
Before joining United Healthcare, he was employed by Old Northwest
Agents, Inc. (1990–1994) as Vice President in Minneapolis, MN.
Before that, he was employed by Mutual of New York (MONY) from 1988
through 1990 as its District Manager in Charleston, SC. He was
employed by Ward Financial Services, Inc. from 1986 through 1988 as
its Vice President in Charleston, SC. After graduating from
college, he began his career at the Three Star Drilling Corporation
in 1985 as its General Manager based in Lawrenceville, IL.
His military service included 5 years in the United States Navy
(1980–1985) as a Supply Officer based in San Diego, CA, Panama
Canal, Panama, and Charleston, SC. Mr. Brodmerkel graduated from
the United States Naval Academy, Annapolis, Maryland, with a
Bachelor of Science in 1982.
H. Faraz Naqvi, M.D. | (age 55) member of our Board of
Directors. Dr. H. Faraz Naqvi currently serves as the Co-founder
and CEO of Crossover Partners, based in Boston, Mass., whose
mission is investing in healthcare. He founded the firm in 2015. He
joined the Board of Directors of UC Health, a health system based
in Colorado, and remains in that position. Since 2016 he has served
as a member of the Board for the Health District of Northern
Larimer County, Colorado. In 2012 he was the co-founder of Remote
Health Access, whose mission is elderly care and telemedicine.
In May 2016, he founded Front Range Geriatric Medicine, a medical
practice firm, and operated that practice from 2016 through 2019.
Previously, Dr. Naqvi was the founder of Avicenna Capital, located
in London. The firm was a healthcare investment firm and was an
affiliate of Brevan Howard Asset Management in London, UK. He was
there from 2007 through 2009. Prior to founding Avicenna, Faraz was
a Managing Director at Pequot Capital from 2001 until 2007, where
he served as the manager of the $1.3 billion healthcare fund, about
$1 billion of the firm’s healthcare allocation, and a $250 million
emerging markets healthcare fund. From 1991 until 2001, Faraz
managed roughly $4 billion in healthcare funds at Allianz/Dresdner
RCM capital, where he had the highest returning funds in the world
for two years. He also served as an analyst with Bank of
America/Montgomery Securities from 1997 and 1998. He began his
finance career as a healthcare consultant with McKinsey & Co.
from 1995 until 1997.
Dr. Naqvi is a Boettcher Scholar graduate of Colorado College
(1986), studied economics at Trinity College, Cambridge University
(1989), where he was a Marshall Scholar, received his M.D. from
Harvard Medical School/M.I.T. (1993), where he performed
angiogenesis research with Drs. Judah Folkman, Robert Langer, and
Marsha Moses. Faraz is board certified in internal medicine and
geriatrics and licensed in California, New York, and Colorado.
Mr. Juan Carlos Iturregui, Esq. | (age 55) is an experienced
attorney and entrepreneur with a focus on business,
project development, regulatory, and public policy issues in the
Americas. He works closely with decision-makers and stakeholders in
the United States Congress and the Executive Branch, and with
multilateral entities and private companies in the United States
and the Latin America & Caribbean region (LAC), to promote
business initiatives, investments, closer hemispheric links, and
public-private sector partnerships. He has a particular interest in
infrastructure investments in the Caribbean and Latin America, with
an emphasis on service companies, energy, and renewable
power.
In 2005, he founded Milan Americas, LLC, in Washington, D.C., a
business consultancy where he remains Managing Director. This
consulting practice specializes in commercial, regulatory, and
project development engagements with a focus on infrastructure and
renewable energy projects in Latin America, the Caribbean, and U.S.
Hispanic markets. He has also had a focus on healthcare and has
played a key role in the expansion of major U.S. regional
healthcare providers into new marketplaces. During 2019 and until
June 2020, Mr. Iturregui was a Partner, and a Member of the Nelson
Mullins LLP Government Relations and Infrastructure and Energy
Practices in Washington, DC (Am Law 100 firm with 122 years of
operations and with a significant presence in Washington, DC, and
offices in 25 cities across the U.S.) From 2007 until 2018, Mr.
Iturregui was a Senior Advisor at Dentons, LLP (the world’s largest
law firm with a significant presence in Washington, DC, and offices
in 86 cities across 57 countries.) From 2003 through 2005, he was
with Quinn Gillespie & Associates (a leading DC bipartisan
public policy and communications firm), where he was a Director.
From 2001 through 2002, he was with Hunton & Williams, LLP in
Washington, DC, where he was Senior Director of Government and
Latin America Affairs. From 1997 through 2000, he was with Verner,
Liipfert, Bernard, McPherson & Hand, a Washington, DC-based law
firm (now DLA Piper) as Senior Attorney and Director for
International Affairs.
Mr. Iturregui earned his J.D. from The Catholic University of
America in Washington, DC (1990), and received his bachelor’s
degree from the University of Massachusetts, Amherst (1987).
Director Compensation
The Company compensates its Directors with a) a monthly stipend of
$2,500 and $5,000 if an in-person meeting is scheduled. Further,
each Director is to receive incentive stock options in the amount
of 1,000,000 shares that vest over a 3-year period and may be
exercised at $.05 per share.
ACTION 2. RATIFICATION OF THE APPOINTMENT OF DIRECTORS APPOINTED
DURING YEAR ENDING DECEMBER 31, 2020
Pursuant to the Delaware General Corporation Law
Section 223(a), and the Bylaws of the Company, the Board has the
authority to appoint Directors to fill any vacancy that may occur
with a majority vote of the remaining Directors. The Board approved
the following directors to serve on the Board during the year
ending December 31, 2020:
(i) Mr. Thomas Brodmerkel was
appointed to the Board of Directors on December 31, 2019,
(ii) Dr. H. Faraz Naqvi was appointed to
the Board of Directors on July 13, 2020, and
(iii) Mr. Juan Carlos Iturregui Esq was
appointed to the Board of Directors on July 31, 2020.
The Written Consent approved and ratified the Board’s appointment
of Thomas Brodmerkel, Dr. H. Faraz Naqvi, and Juan Carlos Iturregui
Esq. to the Board of Directors to serve in the year ending December
31, 2020.
ACTION 3. RATIFICATION OF RBSM, LLP AS THE
COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
On November 12, 2020, the Board of Directors approved the
appointment of RBSM, LLP as the independent registered public
accounting firm of the Company for the year ending December 31,
2020, and December 31, 2021. The Written Consent approved and
ratified the Board’s appointment of RBSM, LLP for the year ending
December 31, 2020, and December 31, 2021.
ADDITIONAL INFORMATION
The Company files reports with the Securities and Exchange
Commission (the “SEC”). These reports include annual and
quarterly reports, as well as other information the Company is
required to file pursuant to securities laws. You may read
and copy materials the Company files with the SEC at the SEC’s
Public Reference Room at 100 F Street, N.E., Washington, D.C.
20549. You may obtain information on the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-0330.
The SEC maintains an Internet site that contains reports,
proxy and information statements, and other information regarding
issuers that file electronically with the SEC at
http://www.sec.gov.
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BY ORDER OF THE BOARD OF
DIRECTORS |
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/s/ Larry Diamond |
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Chief Executive Officer and
Director |
EXHIBIT A
WRITTEN CONSENT
OF THE MAJORITY STOCKHOLDERS
OF MITESCO, INC.
The undersigned, being stockholders (the “Stockholders”) of
Mitesco, Inc., a Delaware corporation (the "Corporation"), holding
a majority of the votes entitled to vote on matters submitted to a
vote of the Corporation’s common stockholders hereby consent to the
following actions pursuant to Delaware Corporate Law § 228 and the
Corporation’s bylaws:
WHEREAS, the Board of Directors of the Corporation
(the “Board”) has determined that it is in the best
interests of the Corporation and its stockholders to undertake the
actions (the “Actions”) set forth below:
Action 1. To elect Lawrence Diamond, Ronald Riewold, Tom
Brodmerkel, H. Faraz Naqvi, M.D., and Juan Carlos Iturregui, Esq.
as directors of the Corporation for a term of three years beginning
on January 1, 2021,
Action 2. Ratification of the prior appointments by the
Board of Tom Brodmerkel, Faraz Naqvi, and Juan Carlos Iturregui
Esq. as members of the Board to fill vacancies existing in the
fiscal year ending December 31, 2020, and
Action 3. To Ratify RBSM, LLP as the Corporation’s auditors
for the FY2020, and the FY2021 periods.
NOW THEREFORE, BE IT:
RESOLVED, that Lawrence Diamond, Ronald Riewold, Tom
Brodmerkel, H. Faraz Naqvi, M.D., and Juan Carlos Iturregui, Esq.
are hereby elected by the Stockholders to serve as directors of the
Corporation for a term of three years beginning on January 1,
2021.
RESOLVED, that the appointment of RBSM, LLP as the
Corporation’s auditors for the FY2020, and the FY2021 periods is
hereby approved by the Stockholders.
RESOLVED, that the prior appointments by the Board of Tom
Brodmerkel, Faraz Naqvi, and Juan Carlos Iturregui Esq. to fill
vacancies on the Board during the fiscal year ending December 31,
2020 is hereby approved by the Stockholders.
RESOLVED, that the Schedule 14 C and attached hereto as
Exhibit 1 is hereby approved for filing with the Securities and
Exchange Commission.
RESOLVED, that the proper officers of the Corporation
be, and each of them hereby is, in accordance with the foregoing
resolutions, authorized, empowered and directed, in the name and on
behalf of the Corporation, to prepare, execute and deliver, or
cause to be prepared, executed, and delivered, any and all
agreements, amendments, certificates, reports, applications,
notices, instruments, schedules, statements, consents, letters, or
other documents and information and to do or cause to be done any
and all such other acts and things (including the filing with the
SEC of a Report of Foreign Private Issuer on Form 6-K) as, in the
opinion of any such officer, may be necessary, appropriate, or
desirable in order to enable the Corporation fully and promptly to
carry out the purposes and intent of the foregoing resolutions; and
it is further
RESOLVED, this Written Consent may be executed in one
or more counterparts, or with signatures executed on different
signature pages, all of which shall constitute originals and
together they shall constitute one document.
RESOLVED, this Written Consent shall be included in
and as a part of the corporate records of the Corporation, and the
Stockholders further agree that the resolutions set forth above
shall have the same force and effect as if adopted at a meeting of
the Stockholders
The undersigned constituting the holders of a majority of the
shares entitled to vote a meeting of the Corporation’s stockholders
have approved the following actions effective November 30,
2020.
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