UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MITESCO, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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87-0496850
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(State or Other Jurisdiction of Incorporation)
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(IRS Employer Identification No.)
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601 Carlson Parkway, Suite 1050
Minnetonka, MN
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55305 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
MITESCO INC. 2021OMNIBUS SECURITIES AND INCENTIVE
PLAN
(Full title of the plan)
National Registered Agents, Inc.
160 Greentree Dr Suite 101
Dover DE 19904
(Telephone number, including area code, of agent for service)
Copies of all communications, including all communications sent
to agent for service, to:
Lawrence Diamond
Chief Executive Officer
Mitesco, Inc.
601 Carlson Parkway, Suite 1050
Minnetonka, MN 55305
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer or
a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer,” and “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the
Exchange Act.
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☐
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Smaller reporting company ☒
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(Do not check if smaller reporting company)
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Emerging growth company ☒
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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 7(a)(2)(B) of the Securities
Act. ☒
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Security Being Registered
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Amount Being
Registered(1)
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Proposed
Maximum
Offering Price
Per Security(2)
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration
Fee
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Common Shares, par value $.001 per share
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25,000,000 |
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$ |
0.2180 |
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$ |
5,450,000 |
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$ |
594.60 |
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(1) The registration statement registers the issuance of
25,000,000 common shares, which are issuable under the Mitesco,
Inc. 2021 Omnibus Securities and Incentive Plan, and any additional
common shares resulting from stock splits, stock dividends, or
similar transactions involving the registrant’s common shares, in
accordance with Rule 416 under the Securities Act of
1933, as amended (the “Securities Act”).
(2) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(c) under the
Securities Act based on the average of the high and low prices of
Mitesco Inc.’s common stock as reported by the OTC Markets OTC Link
on January 18, 2021.
(3) Calculated under Section 6(b) of the Securities Act of 1933 by
multiplying 0.0001091 by the aggregate offering price.
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until
the Registrant shall file a further amendment which specifically
states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall
become effective on such date as the Commission, acting pursuant to
said Section 8(a), may determine.
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in this
Part I of Form S-8 of Mitesco, Inc. or “the Company”,
will be sent or given to participants in the Mitesco Inc. 2021
Omnibus Securities and Incentive Plan, covered by this Registration
Statement as specified by Rule 428(b)(1) promulgated
under the Securities Act of 1933, as amended, or “the Securities
Act”. Such documents need not be filed with the Securities
and Exchange Commission, or “the Commission”, either as part of
this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 promulgated under the
Securities Act. These documents and the documents
incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II of this Form S-8, taken together,
constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
Upon written or oral request, the Company will provide, without
charge, the documents incorporated by reference in Item 3 of
Part II of this Registration Statement. The documents are
incorporated by reference in the
Section 10(a) prospectus. The Company will also provide,
without charge, upon written or oral request, other documents
required to be delivered to employees pursuant to Rule 428(b)
of the Securities Act. Requests for the above-mentioned information
should be directed to Lawrence Diamond, at the address and
telephone number on the cover of this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by
Reference.
The following documents of the Company, filed with the Commission,
are incorporated by reference into this Registration Statement:
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(a)
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Annual Report on Form 10-K for the fiscal year ended December 31,
2019, filed with the SEC on April 1, 2020; and
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(b) |
The description of the common shares contained in the Registration
Statement on Form 10, originally filed March 25, 2009, as amended,
filed to register such securities under the Exchange Act, including
any amendment or report filed for the purpose of updating such
description. |
In addition, all documents subsequently filed with the Commission
by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, after the date of the initial
registration statement, prior to the termination of this offering,
shall be deemed to be incorporated by reference herein and to be
part of this prospectus from the respective dates of filing of such
documents. Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of this prospectus to the extent that a statement
contained herein, or in a subsequently filed document incorporated
by reference herein, modifies or supersedes that statement. Any
statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute part of this
prospectus.
Item 4. Description of
Securities.
Not applicable.
Item 5. Interests of Named Experts and
Counsel.
Not applicable.
Item 6. Indemnification of Directors and
Officers.
The Company’s Articles of Incorporation provide that, subject to
certain limitations, the Company may indemnify its directors and
officers against all expenses, including legal fees, and against
all judgments, fines and amounts paid in settlement and reasonably
incurred in connection with legal, administrative or investigative
proceedings. Such indemnification may only take place if the person
acted honestly and in good faith with a view to the best interests
of the company and, in the case of criminal proceedings, the person
had no reasonable cause to believe that their conduct was unlawful.
The decision of the directors as to whether the person acted
honestly and in good faith and with a view to the best interests of
the Company and, as to whether the person had no reasonable cause
to believe that his conduct was unlawful and is, in the absence of
fraud, sufficient for the purposes of the Memorandum and Articles
of Association, unless a question of law is involved. The
termination of any proceedings by any judgment, order, settlement,
conviction, or the entering of a nolle prosequi does not,
by itself, create a presumption that the person did not act
honestly and in good faith and with a view to the best interests of
the company or that the person had reasonable cause to believe that
his conduct was unlawful.
The Company has entered, and expects to continue to enter, into
agreements to indemnify its directors, executive officers, and
other employees as determined by its board of directors. With
specified exceptions, these agreements provide for indemnification
for related expenses including, among other things, attorneys’
fees, judgments, fines, and settlement amounts incurred by any of
these individuals in any action or proceeding. The Company believes
that the provisions in its Memorandum and Articles of Association,
indemnification agreements, and officers’ and directors’ liability
insurance, described in further detail below, are necessary to
attract and retain talented and experienced officers and
directors.
The Company’s Articles of Incorporation permits the Company to
purchase and maintain insurance on behalf of any officer or
director who at the request of the Company, is or was serving as a
director or officer of, or in any other capacity is or was acting
for, another company or a partnership, joint venture, trust, or
other enterprise, against any liability asserted against the person
and incurred by the person in that capacity, whether or not the
Company has or would have had the power to indemnify the person
against the liability as provided in the Memorandum and Articles of
Association. The Company has purchased a policy of directors’ and
officers’ liability insurance that insures its officers and
directors against the cost of defense, settlement or payment of a
judgment in some circumstances and insures the Company against its
obligations to indemnify its officers and directors.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, or persons
controlling the Company pursuant to the foregoing provisions, the
Company has been informed that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
Item 7. Exemption from Registration
Claimed.
Not applicable.
Item 8. Exhibits.
The following is a list of Exhibits filed as part of this
Registration Statement on Form S-8. Where so indicated by footnote,
Exhibits that were previously filed are incorporated herein by
reference.
Item 9. Undertakings
(a) The Registrant hereby undertakes:
(1) To file, during any period in
which offers or sales are being made, a post-effective amendment to
this Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this Registration
Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value
of securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of a prospectus filed
with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set forth in the
“Calculation of Registration Fee” table in the effective
Registration Statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information
in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the Commission by
the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the Registration Statement;
and
(2) That, for the purpose of
determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by
means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
(4) That, for the purpose of
determining liability of the Registrant under the Securities Act of
1933 to any purchaser in the initial distribution of the
securities:
The undersigned registrant undertakes that in a primary offering of
securities of the undersigned registrant pursuant to this
Registration Statement, regardless of the underwriting method used
to sell the securities to the purchaser, if the securities are
offered or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer or sell such securities
to such purchaser:
(i) Any preliminary prospectus or
prospectus of the undersigned registrant relating to the offering
required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus
relating to the offering prepared by or on behalf of the
undersigned registrant or used or referred to by the undersigned
registrant;
(iii) The portion of any other free writing
prospectus relating to the offering containing material information
about the undersigned registrant or its securities provided by or
on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in
the offering made by the undersigned registrant to the
purchaser.
(b) The undersigned registrant hereby
undertakes that, for purposes of determining any liability under
the Securities Act, each filing of the registrant’s annual report
pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee
benefit plan’s annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(e) The undersigned registrant hereby
undertakes to deliver or cause to be delivered with the prospectus,
to each person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by reference
in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of
Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim
financial information.
(h) Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to
directors, officers, and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that, in the opinion of the Commission, such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer, or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing this Registration
Statement on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the city of Minneapolis on January 21,
2021.
By: /s/ Lawrence Diamond
Lawrence
Diamond
Title: Chief Executive Officer, Interim
Chief
Financial Officer and Director
