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): June 17, 2024

MITESCO, INC.

(Exact Name of Registrant as Specified in Charter)

Nevada

000-53601

87-0496850

(State or another 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 4.01

Changes in Registrant’s Certifying Accountant.

On June 12, 2024, the Company was advised that Accell Audit and Compliance, P.A. (“Accell”) was ceasing to provide PCAOB audit services. It is our understanding that certain of the audit principals of Accell are now a part of Astra Audit and Advisory, LLP, and as such we are making this change in auditors to accommodate their transition. Accell issued the auditor’s report on the Company’s financial statements for the years ended December 31, 2023.

Other than an explanatory paragraph included in Accell’s audit report for the Company’s fiscal years ended December 31, 2023 relating to the uncertainty of the Company’s ability to continue as a going concern, the audit reports of Accell on the Company’s financial statements for the fiscal years ended December 31, 2023 did not contain an adverse opinion or disclaimer of opinion, and such reports were not qualified or modified as to uncertainty, audit scope, or accounting principle.

During the Company’s fiscal years ended December 31, 2023 and any subsequent interim period through June 12, 2024, the date of the dismissal of Accell, there were no disagreements with Accell on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Accell’s satisfaction, would have caused Accell to make reference to the subject matter of the disagreements in connection with their report on the Company’s consolidated financial statements for such years; and there were not reportable events, as listed in Item 304(a)(l)(v) of Regulation S-K.

The Company provided Accell with a copy of the disclosure contained in this Form 8-K and requested in writing that Accell furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with such disclosures. Accell provided a letter, dated June 19, 2024 stating its agreement with such statements, which is attached as Exhibit 16.1 to this Form 8-K.

(b) Engagement of New Independent Registered Public Accounting Firm.

Effective June 12, 2024, the Board of Directors of the Company approved the appointment of Astra Audit & Advisory LLC., as its independent registered public accountant for the year ended December 31, 2024. During the Company’s most recent fiscal years ended December 31, 2023 and 2022 and subsequent interim periods through the date of appointment, neither the Company nor anyone acting on its behalf has consulted with Astra Audit & Advisory LLC with respect to: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, or (ii) any other matter or reportable events listed in Items 304(a)(2)(i) and (ii) of Regulation S-K.

Item 8.01

Other Events.

On June 17, 2024 the Company issued a press release which announced a relationship with TeamLogic IT for technical support, and the addition of new applications from Accucom, Inc., a member of the Centore Partner Program, explained here: www.centcoreusa.com. A copy of the press release is included as Exhibit 99.1 below.

Item 9.01

Financial Statements and Exhibits.

Exhibits		Description
16.1		Auditor transition letter from Accell
99.1		Press release dated June 17, 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: June 20, 2024	MITESCO, INC.


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

Exhibit 16.1

June 19, 2024

Office of the Chief Accountant

Securities and Exchange Commission

100F Street, NE

Washington, D.C. 20549

Dear Sir/Madam:

We have read the statements made by Mitesco, Inc. (the Company), which were provided to us and which we understand will be filed with the Commission in a report on Form 8-K pursuant to Item 4.01 of Regulation S-K, regarding the change in its certifying accountant. We agree with the statements concerning our firm in such Current Report on Form 8-K. We have no basis to agree or disagree with other statements made under Item 4.01.

We hereby consent to the filing of this letter as an exhibit to the foregoing report on Form 8-K.

Very truly yours,

/s/ Accell Audit and Compliance, P.A,
Accell Audit and Compliance, P.A,

Exhibit 99.1

MITESCO’s CENTCORE UNIT JOINS WITH TEAMLOGIC IT FOR NATIONWIDE SUPPORT;

ACCUCOM ADDS SENTRY-RMS APPLICATION SET FOR MUNICPAL, LAW ENFORCEMENT AND PUBLIC WORKS

June 17, 2024 – Vero Beach, Florida -- Mitesco, Inc. (OTC:MITI, “the Company,” www.mitescoinc.com) today announced that its data center business unit, Centcore (www.centcoreusa.com) has selected TeamLogic IT, Inc. (https://www.teamlogicit.com/melbournefl931/) to provide field support for its clients nationwide. TeamLogic IT has over 300 offices nationwide, with this relationship being supported by Scott Wiles, who operates from their Melbourne, Florida office. It also announces that Accucom, a participant in the Centcore Partner Program, will be adding to the Centcore Data Center offerings their Sentry RMS application for cloud implementations into the municipal, law enforcement and public works arena.

“We evaluated a number of alternatives before selecting Scott Wiles and the TeamLogic IT organization for our field support needs. Their staffing includes professionals with all levels of experience in information technology, cloud computing and remote data center support. Field support will be key to our success, so as we begin evaluation, conversion and integration into our data center environment we can have comfort that their field professionals can effectively determine the proper interfaces and network requirements to insure fast and cost effective implementation and operations,” commented Mack Leath, CEO for Mitesco.

Scott Wiles (https://www.linkedin.com/in/scottwiles/) will lead the effort for TeamLogic, with over 35 years’ experience in systems and software. He has had a lengthy career beginning in the U.S. Air Force, including stints at Electronic Data Systems (EDS), Sprint, Net Cadence and AMC Theaters. He is familiar with the Centcore Data Center and maintains an office nearby, as well as a location in Vero Beach, Florida. He will provide corporate oversight and SEC compliance for its cybersecurity requirements, as well as supporting the Accucom staff, who has day-to-day responsibility for the system operations at the data center.

Accucom, Inc. (https://accucomci.com/), a member of the Centcore Partner Program, will soon offer cloud implementations of their applications for municipal and law enforcement on the Centore Data Center systems. For over 30 years, Accucom has procured, designed, implemented and improved network connectivity, application development and delivery for a myriad of industries. Their Sentry RMS applications (https://sentryrms.com/) include computer aided dispatch (CAD), law enforcement scheduling, fire department inspection and reporting, building department application tracking, and are fully compliant with the FBI’s CJIS - Criminal Justice Information System (https://www.fbi.gov/services/cjis).

For additional information, or a quote, email: sales@centcoreusa.com , or call 844-383-8689.

About TeamLogic IT
TeamLogic IT is a national provider of advanced technology solutions for companies of all sizes. Local offices provide clients with the IT support they need to run their businesses more efficiently by leveraging the latest technology solutions including managed IT services, cybersecurity, business continuity, cloud, data/voice/connectivity, and consulting and support. With nearly 300 independently owned and operated locations across North America, TeamLogic IT helps companies minimize downtime, improve productivity and secure their IT infrastructure.

Contact: Scott Wiles, email: https://www.teamlogicit.com/melbournefl931/ or by phone: 321-608-0481

About Accucom, Inc.

Accucom Consulting, Inc (ACI) started day one supporting client applications. We understood as a technology firm that many service providers could install and set up network environments, but we wanted to be more than a hardware vendor. So not only have we learned our client’s programs but with our development staff we were able to build components that complement these applications. For 30 plus years, ACI has procured, designed, implemented and improved network connectivity, application development and delivery for a myriad of industries. Our client list is testament to our commitment to high standards and best practices.

Contact: Chris McLoughlin, email: info@accucomci.com or by phone: 203-221-1212

About Centcore, LLC

Centore, LLC ( www.centcoreusa.com ) is a wholly owned business unit of Mitesco, Inc. providing highly secure data center resources and managed services for dedicated applications and custom development. Within its primary site is extensive high-performance computing and storage aimed at data intensive applications. It is growing a library of applications for resale from its users including providers of services and solutions. It can offer specialized computing capabilities within its 25,000 sq. ft. data center, including development platforms for scientific computing, image processing and A.I. oriented systems.

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, 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	Jun. 17, 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	Jun. 17, 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