Current Report Filing (8-k)

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): April 27, 2022

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.

Issuance of Promissory Note to Lawrence Diamond

Mitesco, Inc. (the “Company”) issued a 10% Promissory Note due June 30, 2022 or earlier as described below (the “Diamond Note”), dated April 27, 2022, to Lawrence Diamond (the “Lender”). Lawrence Diamond is the Chief Executive Officer of the Company. The principal amount of the Diamond Note is $235,294.00, carries a 10% interest rate per annum, payable in monthly installments, and has a maturity date that is the earlier of (i) June 30, 2022, (ii) the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE, or (iii) the date of receipt of the Company of the next round of debt or equity financing in an amount of at least $600,000. The purchase price of the Diamond Note payable to the Company for the Diamond Note was $200,000 and was funded on April 27, 2022. The amount payable at maturity will be $235,294 plus 10% of that amount plus any accrued and unpaid interest. Following an event of default, as defined in the Diamond Note, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The Diamond Note contains a “most favored nations” clause that provides that, so long as the Note is outstanding, if the Company issues any new security, which the Lender reasonably believes contains a term that is more favorable than those in the Diamond Note, the Company shall notify the Lender of such term, and such term, at the option of the Lender, shall become a part of the Note. In addition, the Lender will be issued (1) 96,471 five-year warrants (the “April 27 Diamond Warrants”) that may be exercised on substantially the same terms as the Series A warrant issued in connection with the Company’s Series D Convertible Preferred Stock and (2) 96,471 shares of Common Stock as commitment shares.

The April 27 Diamond Warrants filed hereto as Exhibit 4.2 hereto combines the April 27 Diamond Warrants with the 96,471 warrants that were issued pursuant to the Diamond Note dated March 18, 2022 and disclosed on the Company’s 8-K filed on March 24, 2022 and the 367,500 warrants that were issued pursuant to the Diamond Note dated February 14, 2022 and disclosed on the Company’s 8-K filed on February 17, 2022.

This summary is not a complete description of all of the terms of the Diamond Note and the April 27 Diamond Warrants and is qualified in its entirety by reference to the full text of the Diamond Note and the April 27 Diamond Warrants filed as Exhibits 4.1 and 4.2 respectively hereto, which is incorporated by reference into this Item 1.01.

Amendment of Promissory Note to Lawrence Diamond issued on March 18, 2022

On March 18, 2022, the Company issued a 10% Promissory Note to the Lender (the “March Note”), the details of which were disclosed in a Form 8-K filed with the SEC on March 24, 2022. The March Note stated that the Lender will be issued 200,000 5-year warrants, however, the March Note was amended to issue 96,471 warrants.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

To the extent required by this Item 2.03, the information contained in Item 1.01 is incorporated herein by reference.

Item 3.02.

Unregistered Sales of Equity Securities.

To the extent required by this Item 3.02, the information contained in Item 1.01 is incorporated herein by reference.

Item 3.03.

Material Modification to Rights of Security Holders.

To the extent required by this Item 3.03, the information contained in Item 1.01 is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description

4.1*		Diamond Promissory Note in the principal amount of $235,294 dated April 27, 2022.
4.2*		Diamond Common Stock Purchase Warrant dated April 27, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Filed herewith.

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.