Form 8-K - Current report

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): March 8, 2024

MITESCO, INC.

(Exact Name of Registrant as Specified in Charter)

Nevada

000-53601

87-0496850

(State or other jurisdiction of

incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

505 Beachland Blvd., Suite 1377

Vero Beach, Florida 32963

(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 8.01

Other Events.

On March 7, 2024 the Company issued a press release which provided an update on its business operations and forward looking plans. A copy of the press release is attached herein as Exhibit 99.1

Item 9.01

Financial Statements and Exhibits.

Exhibits		Description
99.1		Press Release dated March 7, 2024
104		Cover Page Interactive Data File (formatted as Inline XBRL)

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.

Dated: March 8, 2024	MITESCO, INC.


	By:	/s/ Mack Leath
		Mack Leath
		Chairman and CEO

Exhibit 99.1

Mitesco Continues Key Initiatives, Updates

March 7, 2024 – Vero Beach, Florida -- Mitesco, Inc. (OTC:MITI, “the Company”, www.mitescoinc.com ) today provided the following update to its shareholders from recently appointed Chairman and CEO Mack Leath.

“We are making progress in our key initiatives, including full compliance with our reporting requirements, evaluating our capital structure, and reviewing various acquisition candidates.

Regarding our compliance activities, we are well into the work effort to complete our Annual Report on Form 10k. Our accounting support team is reviewing the records required, and we are applying new resources. We have engaged Accell Group (http://www.theaccellgroup.com/ ) to become our auditor effective immediately. They are fully PCOAB qualified and support a number of similarly situated companies and investment funds.

Our institutional investors continue to support our needs with funding through simple, 12-month notes. We are working to consider changes to our capital structure aimed at supporting the needs of all investors, and there is much work ahead before we can finalize an approach that may allow a return to historical investors and new participants as we move forward. In support of our common stock shareholders, we have a) terminated a prior approved stock option program, b) cancelled a prior approved reverse stock split, and c) adjusted the restricted stock dividends paid to our Series X Preferred shareholders in order to reduce the dividend shares, retroactive to July 2023.

As we move forward, we are making it a priority to protect the interests of our common stockholders, over 7,000 in total. As the stock regains its trading volume many of those holders may see an opportunity to increase their holdings and drive their cost basis down, allowing for a greater potential return going forward.

Our acquisition efforts include the recruitment of a new Advisory Board, comprising individuals with specific subject matter expertise who may assist us in finding and evaluating qualified companies. We are considering both private and publicly held entities, using our holding company structure to grow those businesses, with a view toward a distribution of dividends to shareholders in the form of shares of those businesses when and if a spin-out becomes advantageous. We are currently casting a wide net, looking at technology, service, and product business candidates. This focus will sharpen in the second quarter, after we complete our capital structure evaluation and file our Annual Report for the year ended December 31, 2023.

All of us on the Board appreciate your continued interest and support. As shareholders and investors, we intend to make decisions that reflect the best interest of all participants.”

About Mitesco, Inc.

Mitesco ( www.mitescoinc.com ) is seeking to build a growth-oriented company, providing products, services and technology to make accessible, higher quality, and more affordable solutions. The Mitesco team has experience in both start-ups and turnarounds intent on building successful growth situations and using both organic and acquisition growth strategies. Mitesco embraces the belief that when consumers' expectations are exceeded, the business’ performance may do so as well.

Contact:
Mitesco Investor Relations
Jimmy Caplan
jimmycaplan@me.com
512.329.9505

Mitesco Media Relations
Rick Eisenberg
eiscom@msn.com
917-691-8934

Forward-Looking Statements

This press release contains forward-looking statements, including, but not limited to, statements related to the expected foreclosure of several of our clinics. Words such as “expects,” “anticipates,” “aims,” “projects,” “intends,” “plans,” “believes,” “estimates,” “seeks,” “assumes,” “may,” “should,” “could,” “would,” “foresees,” “forecasts,” “predicts,” “targets,” “commitments,” and variations of such words and similar expressions are intended to identify such forward-looking statements. We caution you that the foregoing may not include all the forward-looking statements made in this press release.

These forward-looking statements are based on the Company’s current plans, assumptions, beliefs, and expectations. Forward-looking statements are subject to the occurrence of many events outside of the Company’s control. Actual results and the timing of events may differ materially from those contemplated by such forward-looking statements due to numerous factors that involve substantial known and unknown risks and uncertainties. These risks and uncertainties include, among other things, the ability to obtain additional financing; the risk that commenced and threatened litigation may result in material judgments against the Company; and other risks and uncertainties included in the Company’s reports on Forms 10-K, 10-Q, and 8-K and in other filings the Company makes with the Securities and Exchange Commission from time to time, available at www.sec.gov.

Document And Entity Information	Mar. 08, 2024
Document Information Line Items
Entity Registrant Name	MITESCO, INC
Document Type	8-K
Amendment Flag	false
Entity Central Index Key	0000802257
Document Period End Date	Mar. 08, 2024
Entity Emerging Growth Company	false
Entity Incorporation, State or Country Code	NV
Entity File Number	000-53601
Entity Tax Identification Number	87-0496850
Entity Address, Address Line One	505 Beachland Blvd., Suite 1377
Entity Address, City or Town	Vero Beach
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	32963
City Area Code	(844)
Local Phone Number	383-8689
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	N/A
No Trading Symbol Flag	true
Security Exchange Name	NONE