What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2023-07-14 compared with 2022-04-05 · 203 added, 165 removed, 86 unchanged (81% of the section changed)

MARKET FOR REGISTRANT ’ S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our Common Stock is quoted on the Over-the-Counter Bulletin Board (“OTCBB”) and the OTCQB under the symbol “MITI.”

On March 23, 2022, the price of our common stock as reported on the OTCQB was $0.135 and we have approximately 552 holders of record of our Common Stock, and a total of 1,100 shareholders including smaller holders and those with restricted shares not currently in the market.

Our Common Stock is quoted on the OTCQB under the symbol “MITI.”

On June 8, 2023, the price of our Common Stock as reported on the OTCQB was $0.94 and we have approximately 578 holders of record of our Common Stock, and approximately 7,000 shareholders including smaller holders and those with restricted shares not currently in the market.

Our Common Stock is traded on the OTCQB under the symbol MITI.

There is no established trading market for the Series A Warrants and Series B Warrants or any of our Preferred Shares.

DIVIDEND POLICY

The Company has never declared or paid any cash dividends on its common stock.

We have never paid cash dividends on our common stock.

Under Delaware law, we may declare and pay dividends on our capital stock either out of our surplus, as defined in the relevant Delaware statutes, or if there is no such surplus, out of our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.

We have never declared or paid any cash dividends on our Common Stock.

Under the Delaware law, we may declare and pay dividends on our capital stock either out of our surplus, as defined in the relevant Delaware statutes, or if there is no such surplus, out of our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.

If, however, the capital of our company, computed in accordance with the relevant Delaware statutes, has been diminished by depreciation in the value of our property, or by losses, or otherwise, to an amount less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets, we are prohibited from declaring and paying out of such net profits and dividends upon any shares of our capital stock until the deficiency in the amount of capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets shall have been repaired.

The Company does not intend to declare or pay any cash dividends on its Common Stock in the foreseeable future.

The holders of the Company’s common stock are entitled to receive only such dividends (cash or otherwise) as may be declared by the Company’s Board of Directors.

On December 31, 2019, the Company issued 26,227 shares of its Series X Preferred stock in order to settle certain of the Company’s obligations.

On June 23, 2021, 2,000 shares of Series X Preferred Stock were cancelled pursuant to a settlement agreement with an ex-officer.

The holders of our Common Stock are entitled to receive only such dividends (cash or otherwise) as may be declared by our Board of Directors.

On December 31, 2019, we issued 26,227 shares of its Series X Preferred stock in order to settle certain of the Company’s obligations.

The Series X Preferred shares have a liquidation preference of $25.00 per share and will pay a 10% per year dividend based upon the liquidation value.

1 unchanged sentence

If the Company chooses to pay the dividend in restricted Common Stock the number of shares issued to fulfill the dividend payment shall be determined based on the stock price on the date the dividend award is made by the Board of Directors.

The Series X has 20,000 votes per share and votes with the Company’s common stock.

The Series X has 400 votes per share and votes with our Common Stock.

As of June 8, 2023, the outstanding Series X Preferred shares was 24,227.

Each share of Series C Preferred Stock accrues dividends on a quarterly basis in arrears, at the rate of 6% per annum of the Stated Value and to be paid within 15 days after the end of each of our fiscal quarters.

5 unchanged sentences

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”

Recent Sales of Unregistered Securities

During the year ended December 31, 2021, the Company issued the following shares of common stock in private placement transactions:

On January 4, 2021, we issued 4,123,750 shares of common stock at a price of $0.012 per share pursuant to the conversion of $45,000 of principal and $4,485 of accrued interest in Eagle Equities Note 4.

On January 6, 2021, we issued 3,505,964 shares of common stock at a price of $0.01224 per share pursuant to the conversion of $39,000 of principal and $3,913 of accrued interest in Eagle Equities Note 4.

On January 11, 2021, we issued 4,463,507 shares of common stock at a price of $0.01224 per share pursuant to the conversion of $50,000 of principal and $4,633 of accrued interest in Eagle Equities Note 5.

On January 14, 2021, we issued 4,319,378 shares of common stock at a price of $0.01266 per share pursuant to the conversion of $50,000 of principal and $4,683 of accrued interest in Eagle Equities Note 5.

On January 21, 2021, we issued 6,449,610 shares of common stock at a price of $0.0154 per share pursuant to the conversion of $93,000 of principal and $6,324 of accrued interest in Eagle Equities Note 6.

On January 28, 2021, we issued 7,285,062 shares of common stock at a price of $0.01575 per share pursuant to the conversion of $107,200 of principal and $7,540 of accrued interest in Eagle Equities Note 6.

On February 1, 2021, we issued 6,672,000 shares of common stock in a private placement (the “2021 Private Placement”) at a price of $0.25 per share for cash proceeds of $1,668,000.

On February 5, 2021, we entered into a settlement agreement with the holders of the Eagle Equities Note 7 whereby we issued 1,184,148 shares of common stock at a price of $0.24984 per share in satisfaction of $200,200 of principal and all accrued interest and prepayment penalties due under this note.

On February 5, 2021, we entered into a settlement agreement with the holders of the Eagle Equities Note 8 whereby we issued 639,593 shares of common stock at a price of $0.23851 per share in satisfaction of $114,400 of principal and all accrued interest and prepayment penalties due under this note.

On February 5, 2021, the Company entered into a settlement agreement with the holders of the Eagle Equities Note 9 whereby the Company issued 605,177 shares of common stock at a price of $0.24984 per share in satisfaction of $114,400 of principal and all accrued interest and prepayment penalties due under this note.

On February 5, 2021, we entered into a settlement agreement with the holders of the Eagle Equities Note 10 whereby we issued 1,095,131 shares of common stock at a price of $0.23748 per share in satisfaction of $200,200 of principal and all accrued interest and prepayment penalties due under this note.

On February 22, 2021, we issued 336,000 shares of common stock for the exercise of options at a price of $0.03 per share.

On March 11, 2021, was issued 600,000 shares of common stock to four officers of The Good Clinic in exchange for 4,800 shares of Series A Preferred Stock.

On March 17, 2021, we issued 300,000 shares of common stock at a price of $0.31 per share to a service provider.

On March 23, 2021, we issued 461,358 shares of common stock at a price of $0.26 per share to the underwriters of the 2021 Private Placement.

On March 25, 2021, we entered into Securities Purchase Agreements (the “SPAs”) with four institutional investors (the “Investors” and each an “Investor”) pursuant to which we sold to the Investors in a private placement an aggregate of 3,000,000 units (the “Units” and each a “Unit”) with a purchase price of $1.00 per Unit, with each Unit consisting of (a) one share of a newly formed Series C Convertible Preferred Stock, par value $0.01 per share (the “Series C Preferred Stock”), (b) one warrant (the “Series A Warrants”) to purchase 2.1 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) at a purchase price of $0.50 per whole share of Common Stock, and (c) one warrant (the “Series B Warrants” and together with the Series A Warrants, the “Warrants”) to purchase 2.1 shares of Common Stock at a purchase price of $0.75 per whole share.

The aggregate gross proceeds to the Company were $3,000,000 and the number of shares of Common Stock initially issuable upon conversion of the Series C Preferred Stock is 12,600,000 shares of Common stock and the aggregate number of shares of Common Stock initially issuable upon exercise of the Warrants is 12,600,000 shares of Common Stock.

We also issued to the placement agent and its designee 463,320 shares of Common Stock.

In addition, on March 29, 2021, we issued 300,000 shares of common stock as payment for services to be rendered for investor relations services having a value of $.283 per share.

On March 30, 2021, we issued 272,837 shares of common stock as settlement for amount sowed under the Series D Convertible Note share to the underwriters of the 2021 Private Placement.

On March 31, 2021, we completed the private offering previously reported on February 10, 2021, by issuing an aggregate of 6,672,000 shares of our restricted common stock to investors for $1,668,000 in proceeds pursuant to a Securities Purchase Agreement (“SPA”).

The transaction was executed directly with us, and no brokers, dealers or representatives were involved.

On April 19, 2021, the Company issued 1,962 shares of common stock for professional fees which had been performed in a prior period.

The Company recorded these shares at the par value of $0.01 per share.

On May 4 through May 26, 2021, the Company issued 4,237,424 shares of common stock for the conversion of 1,059,356 shares of Series C Preferred Stock at a price of $0.25 per share.

On May 12, 2021, the Company issued 2,500,000 shares of common stock at a price of $0.03 per share for the exercise of stock options by a consultant.

Between June 10, 2021, and June 29, 2021, the Company issued 5,116,668 shares of common stock at a price of $0.03 per share for the exercise of stock options by officers and directors.

On June 23, 2021, the Company cancelled 2,000,000 shares of common stock held by an ex-officer in connection with a settlement agreement.

The cancellation of these shares was recorded at the par value of $0.01 per share.

Also, in connection with the settlement agreement, the Company issued 637,953 shares to the ex-officer at the market price of $.20 per share.

On August 26, 2021, the Company issued 312,800 restricted shares of the Company’s common stock priced at $0.25, vesting immediately, in lieu of $78,200 of cash compensation owed to the Company’s Chief Executive Officer for services rendered to the Company prior to 2021.

On December 31, 2021, the Company issued 166,664 restricted shares of the Company’s common stock priced at $0.25, vesting immediately, in lieu of $41,666 of accounts payable owed to a related party consultant for services rendered to the Company.

Also, during the year ended December 31, 2021, the Company charged the amount of $13,032 to operations in connection with the vesting of stock granted to its officers, employees, and board members;

the Company also charged the amount of $675,906 to operations in connection with the vesting of options granted to its officers, employees, and board members.

During the year ended December 31, 2021, the Company issued the following shares of Series C Preferred Stock in private placement transactions:

On May 4 through May 26, 2021, 1,059,356 shares of Series C Preferred Stock were converted at a price of $0.25 per share to 4,237,424 shares of common stock.

On August 11, 2021, through September 2, 2021, 1,000,000 shares of Series C Preferred Stock were converted at a price of $0.25 per share to 4,000,001 shares of common stock.

During the year ended December 31, 2021, the Company issued the following shares of Series D Preferred Stock in private placement transactions:

On October 18, 2021, the Company sold 2,025,000 shares of Series D Preferred Stock and (i) five-year warrants to acquire 4,252,500 shares of the Company’s common stock at a price of $0.50 per shares, and (ii) five-year warrants to acquire 4,252,500 shares of the Company’s common stock at a price of $0.75 per share for proceeds of $1,874,450, net of costs in the amount of $125,500.

On November 10, 2021, the Company sold 1,075,000 shares of Series D Preferred Stock and (i) five-year warrants to acquire 2,257,500 shares of the Company’s common stock at a price of $0.50 per shares, and (ii) five-year warrants to acquire 2,257,500 shares of the Company’s common stock at a price of $0.75 per share for proceeds of $999,250, net of costs in the amount of $75,750.

Except for the issuances of common stock upon exercise of warrants on a cashless basis or conversion of notes which were effected relying on Section 3(a)(9) of the Securities Act as the common stock was exchanged by us with our existing security holders exclusively and no commission or other remuneration was paid or given directly or indirectly for soliciting such exchange, the securities issued in each of the transactions described above were issued relying on Section 4(a)(2) of the Securities Act of 1933 and/or Rule 506 promulgated thereunder.

The recipients of the securities in each of these transactions relying on Section 4(a)(2) of the Securities Act and/or Rule 506 promulgated thereunder represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions.

All recipients had adequate access, through their employment or other relationship with us or through other access to information provided by us, to information about us.

The sales of these securities were made without any general solicitation or advertising.

Purchases by Issuer Affiliated Purchasers

Recent Sales of Unregistered Shares

On January 12, 2022, the Company entered into a settlement agreement with an ex-employee.

Pursuant to the terms of this agreement, the Company agreed to pay the amount of $19,032 for accrued salary, and the employee returned to the Company for cancellation 8,000 shares of common stock previously issued as compensation.

These shares were valued at par value of $0.01 or a total value of $80;

the Company recorded a gain on cancellation of these shares in the amount of $15,032.

The Company entered into a debt-for-equity exchange agreement with Gardner Builders Holdings, LLC (“Gardner”) on January 7, 2022 (the “Gardner Equity Agreement”).

Pursuant to Gardner Equity Agreement, the Company issued shares of restricted common stock to Gardner in exchange for the Company Debt Obligations, as defined below.

The Gardner Equity Agreement settled for certain accounts payable amounts owed by the Company to Gardner.

The Gardner Equity Agreement also settled accrued interest and penalties on the amounts due through January 5, 2022, as well as interest payments on amounts incurred in the first quarter of 2022 (collectively, the “Additional Costs”, and combined with the Accounts Payable Amount, the “Company Debt Obligations”).

The Accounts Payable Amount was $500,000, the Additional Costs were $294,912 and the conversion price was $12,50.

As a result, 63,593 Restricted Shares were authorized to be issued.

On March 22, 2022 and March 31, 2022, the Company issued an aggregate 30,835 shares of common stock as waiver fees to holders of the Series C and Series D Preferred Stock for their waivers of certain covenants as set forth and defined in the Series C and Series D Certificates of Designations.

The Company valued these shares at their contractual price of $12,50 per share and recorded the amount of $385,431 as waiver fees.

The Company recorded an aggregate gain upon issuance of these shares in the amount of $198,273 based on the market price of the Company’s common stock on the date of issuance.

On March 31, 2022, the Company issued 34,400 Commitment Fee Shares to AJB Capital Investors, LLC.

A Monte Carlo model was used to value the warrants and call features, and a probability weighted expected return model was used to value the True-Up Provision.

The contractual price of the common stock $12.50 per share;

valuation purposes, the common stock was valued at the market price on the date of the transaction of $6.35 per share.

The discount on the notes due to the Commitment Fee Shares and warrants was valued at $349,914.

The Company recorded the amount of $226,106 to additional paid-in capital pursuant to this transaction.

On March 31, 2022, the Company issued 7,648 shares of common stock at a price of $12,50 per share which were previously subscribed for the conversion of accounts payable in the amount of $95,558.

On April 27, 2022, the Company issued 14,400 shares of stock to Cavalry Fund 1 LP as compensation for the waiver of certain covenants as set forth in the Series C Certificate of Designation.

On April 27, 2022, the Company issued 1,929 shares of common stock with a contract price of $12.50 per share or $24,118 and a grant date market value of $8.00 or $15,434 to Larry Diamond, it’s Chief Executive as commitment shares as set forth and defined in Diamond Note 3.

The Company recorded these shares at their relative fair value of the components of Diamond Note 3, or $16,200, and recorded a loss in the amount of $765 on this transaction.

The Company also issued five-year warrants to purchase 1,929 shares of common stock at a price of $12.50 to Mr.

Diamond pursuant to Diamond Note 3.

On May 1, 2022, the Company issued 15,000 shares of common stock to a service provider at a price of $6.88 per share.

On May 10, 2022, the Company entered into a securities purchase agreement with Kishon Investments, LLC with respect to the sale and issuance of:

(i) an initial commitment fee in the amount of $159,259 in the form of 12,741 shares of the Company’s common stock, (ii) promissory note in the principal amount of $277,777 due on November 10, 2022, and (iii) warrants to purchase up to 5,556 shares of the common stock.

The note and warrants were issued on May 10, 2022 and were held in escrow pending effectiveness of the Purchase Agreement.

Pursuant to the terms of the purchase agreement, the initial shares were issued at a value of $159,259, the note was issued in the principal amount of $277,777 for a purchase price of $250,000, resulting in the original issue discount of $27,777;

and the warrants were issued, with an initial exercise price of $12.50 per share, subject to adjustment.

On May 18, 2022, the Company issued 386 shares of common stock to Larry Diamond, it’s Chief Executive Officer at a contractual price of $12.50 per share and a market price at issuance date of $7.585 per share as commitment shares as set forth and defined in Diamond Note 4.

The Company recorded these shares at their relative fair value of the components of Diamond Note 4, or $3,160 and recorded a loss in the amount of $249 on this transaction.

The Company also issued five-year warrants to purchase 386 shares of common stock at a price of $12.50 to Mr.

Diamond pursuant to Diamond Note 4.

On May 23, 2022, the Company issued 386 shares of common stock to Jessica Finnegan at a contractual price of $12.50 per share and a market price at issuance date of $8.97 per share as commitment shares as set forth and defined in Finnegan Note 1.

The Company recorded these shares at their relative fair value of the components of Finnegan Note 1, or $3,240, and recorded a gain in the amount of $222 on this transaction.

The Company also issued five-year warrants to purchase 386 shares of common stock at a price of $12.50 to Ms.

Finnegan pursuant to Finnegan Note 1.

On May 26, 2022, the Company issued 1,688 shares of common stock to the May 26 Lenders at a contractual price of $12.50 per share and a market price at issuance date of $7.585 per share as commitment shares as set forth and defined in the May 26, 2022 Notes.

The Company recorded these shares at their relative fair value of the components of the May 26 Note, or $14,175, and recorded a loss in the amount of $1,369 on these transactions.

The Company also issued five-year warrants to purchase 1,688 shares of common stock at a price of $25.00 to the May 26 Lenders pursuant to the May 26, 2022.

On June 7, 2022, the Company issued 8,103 shares of common stock at a price of $12.50 per share to investors for accumulated dividends on Series X Preferred Stock.

On June 9, 2022, the Company issued 7,284 shares of common stock to the June 9 Lenders at a contractual price of $12.50 per share and a market price at issuance date of $7,425 per share as commitment shares as set forth and defined in the June 9 Notes.

The Company recorded these shares at the relative fair value of the components of June 9 Notes, or $66,400, and recorded an aggregate loss in the amount of $9,356 on these transactions.

The Company also issued five-year warrants to purchase 7,284 shares of common stock at a price of $25.00 to the May 26 Lenders pursuant to the June 9 notes.

On June 22, 2022, the Company issued 12,741 shares of common stock at fair value of $10.45 per share to GS Capital at a fair value of $10.45 per share as a commitment fee.

On June 22, 2022, the Company issued 8,600 shares of common stock at fair value of $10.45 per share to Anson East and an additional 25,800 shares of common stock at a fair value of $10.45 per share to Anson Investments as a commitment fee.

On July 7, 2022, the Company issued 2,412 shares of common stock to William Mackay at a contractual price of $12.50 per share and a market price at issuance date of $7.445 per share as commitment shares as set forth and defined in the Mackay Note.

The Company recorded these shares at their relative fair value of the components of Mackay Note, or $12,500, and recorded a gain in the amount of $5,456 on this transaction.

The Company also issued five-year warrants to purchase 2,412 shares of common stock at a price of $12.50 to Mr.

Mackay pursuant to the Mackay Note.

On July 7, 2022, the Company issued 193 shares of common stock to Charlies Schrier at a contractual price of $12.50 per share and a market price at issuance date of $7.445 per share as commitment shares as set forth and defined in the Schrier Note.

The Company recorded these shares at their relative fair value of the components of Schrier Note, or $1,000, and recorded a gain in the amount of $436 on this transaction.

The Company also issued five-year warrants to purchase 193 shares of common stock at a price of $25.00 to Mr.

Schrier pursuant to the Schrier Note.

On July 21, 2022, the Company issued 241 shares of common stock to Juan Carlos Iturregui, a related party, at a contractual price of $12.50 per share and a market price at issuance date of $7.225 per share as commitment shares as set forth and defined in the Iturregui Note.

The Company recorded these shares at their relative fair value of the components of Schrier Note, or $1,225, and recorded a gain in the amount of $518 on this transaction.

The Company also issued five-year warrants to purchase 241 shares of common stock at a price of $25.00 to Mr.

Iturregui pursuant to the Iturregui Note.

On July 21, 2022, the Company issued 2,460 shares of common stock to the Michael C.

Howe Living Trust, a related party, at a contractual price of $12.50 per share and a market price at issuance date of $7.225 per share as commitment shares as set forth and defined in the Howe Note 3.

The Company recorded these shares at their relative fair value of the components of Howe Note 3, or $12,495, and recorded a gain in the amount of $5,729 on this transaction.

The Company also issued five-year warrants to purchase 2,460 shares of common stock at a price of $25.00 to the Michael C.

Howe Living Trust pursuant to the Howe Note 3.

On July 26, 2022, the Company issued 482 shares of common stock to Eric S.

Nommsen at a contractual price of $12.50 per share and a market price at issuance date of $6.84 per share as commitment shares as set forth and defined in the Nommsen Note.

The Company recorded these shares at their relative fair value of the components of Nommsen Note, or $2,350, and recorded a gain in the amount of $949 on this transaction.

The Company also issued five-year warrants to purchase 482 shares of common stock at a price of $25.00 to Mr.

Nommsen pursuant to the Nommsen Note.

On July 27, 2022, the Company issued 482 shares of common stock to James H.

Caplan at a contractual price of $12.50 per share and a market price at issuance date of $6.935 per share as commitment shares as set forth and defined in the Caplan Note.

The Company recorded these shares at their relative fair value of the components of the Caplan Note, or $2,350, and recorded a gain in the amount of $995 on this transaction.

The Company also issued five-year warrants to purchase 482 shares of common stock at a price of $25.00 to Mr.

Caplan pursuant to the Caplan Note.

On August 4, 2022, the Company issued a total of 241 shares of common stock to Jessica, Kevin C., Brody, Isabella, and Jack Finnegan at a contractual price of $25.00 per share and a market price at issuance date of $6.42 per share as commitment shares as set forth and defined in the Finnegan Note 3.

The Company recorded these shares at their relative fair value of the components of the Finnegan Note 3, or $1,000, and recorded a gain in the amount of $448 on this transaction.

The Company also issued five-year warrants to purchase a total of 241 shares of common stock at a price of $25.00 to the holders of the Finnegan Note 3.

On August 4, 2022, the Company issued 984 shares of common stock to Jack Enright at a contractual price of $12.50 per share and a market price at issuance date of $6.42 per share as commitment shares as set forth and defined in the Caplan Note.

The Company recorded these shares at their fair value of $6,317.

On August 4, 2022, the Company issued 12,064 shares of common stock to a service provider as payment for investor relations services.

The transaction was effective August 1, 2022 and has a six month term.

The shares were valued at the closing price of the Company’s common stock on August 4, 2022, of $6.42 per share or $77,448.

On August 18, 2022, the Company issued 1,640 shares of common stock to the Michael C.

Howe Living Trust, a related party, at a contractual price of $12.50 per share and a market price at issuance date of $6.57 per share as commitment shares as set forth and defined in the Howe Note 4.

The Company recorded these shares at their fair value of $10,775.

On September 2, 2022, the Company issued 582 shares of common stock to John Mitchell at a contractual price of $12.50 per share and a market price at issuance date of $5.365 per share as commitment shares as set forth and defined in the Mitchell Note.

The Company recorded these shares at their fair value of $3,124.

On September 2, 2022, the Company issued 492 shares of common stock to Frank Lightmas at a contractual price of $12.50 per share and a market price at issuance date of $5.365 per share as commitment shares as set forth and defined in the Lightmas Note.

The Company recorded these shares at their fair value of $2,640.

On September 2, 2022, the Company issued 246 shares of common stock to Lisa Lewis at a contractual price of $12.50 per share and a market price at issuance date of $5.365 per share as commitment shares as set forth and defined in the Lewis Note.

The Company recorded these shares at their fair value of $1,320.

On September 2, 2022, the Company issued 246 shares of common stock to Sharon Goff at a contractual price of $12.50 per share and a market price at issuance date of $5.65 per share as commitment shares as set forth and defined in the Goff Note.

The Company recorded these shares at their fair value of $1,320.

On September 9, 2022, the Company issued 820 shares of common stock to Cliff Hagan at a contractual price of $12.50 per share and a market price at issuance date of $5.75 per share as commitment shares as set forth and defined in the Hagan Note.

The Company recorded these shares at their fair value of $4,715.

On September 14, 2022, the Company issued 1,640 shares of common stock to Darling Capital at a contractual price of $12.50 per share and a market price at issuance date of $6.60 per share as commitment shares as set forth and defined in the Darling Capital Note.

The Company recorded these shares at their fair value of $10,824.

On September 15, 2022, the Company issued 410 shares of common stock to Mack Leath at a contractual price of $12.50 per share and a market price at issuance date of $6.995 per share as commitment shares as set forth and defined in the Leath Note.

The Company recorded these shares at their fair value of $2,868.

On October 1, 2022, the Company issued 6,329 shares of common stock at a price of $16.00 per share to a service provider.

On November 18, 2022, the Company issued 91,328 shares of common stock to AJB pursuant to a commitment fee agreement.

SELECTED FINANCIAL DATA

1 unchanged sentence

MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with and is qualified in its entirety by and should be read together with our financial statements and the related notes thereto appearing elsewhere in this consolidated prospectus.

MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This discussion contains certain forward-looking statements that involve risks and uncertainties, as described under the heading “Cautionary Note Regarding Forward-Looking Statements .” Actual results could differ materially from those projected in the forward-looking statements.

We are working to open primary care clinics around the US that are in residential centers and leverage the expertise, training, and license of Nurse Practitioners.

We are focusing on wellness as a core of the practice.

Mitesco’s mission is to increase convenience and access to care, improve the quality of care, and reduce its cost.

We opened our first primary care clinic “The Good Clinic” in Northeast Minneapolis, Minnesota in February 2021, and have added five additional operating clinics as of the date of this filing for a total of six clinics open and operating at December 31, 2021.

We announced leases for two new clinics in the greater Denver, Colorado area.

These new locations are expected to open in the second quarter of 2022.

We plan to open clinics in residential concentrations of population to enhance the convenience, especially timely due to the changes in community travel patterns resulting from the pandemic.

Our clinicians use both telehealth (virtual) and in-person visits to treat and coach the clients along their journey to better health and quality of life.

Our clinics are led by Nurse Practitioners that use their license, extensive training, expertise, and empathy to help people remain stable or improve their health.

We emphasize wellness, beginning with a clients’ co-developed plan that identifies from where a person is starting and constructs a plan for how they can achieve their goals.

The practice uses an integrated health approach that includes an assessment of both the individual’s behavioral and physical health and combines this with their activation level and their goals.

The clinic offers wellness coaching, behavioral health care, episodic care, dermatologic services, and supplements.

We seek to care for the whole person’s needs.

Like the first clinic, we seek to locate clinics convenient to residential centers.

In pursuit of this approach, we intend to continue to expand our relationship with Lennar Corporation and other large-scale developers.

While we have no formal relationship with these developers other than as a tenant, we believe such relationships give us an advantage in recruiting and retaining clients in close proximity to our locations.

We are a holding company with current operating plans to participate in the healthcare industry through the development of healthcare services, and with a view toward additional services and technology that may find a ready market in the healthcare industry.

During 2022 we continued on our plan to open primary care clinics around the United States in select markets, utilizing the experience, expertise, and training of licensed, advanced degreed nurse practitioners (“Nurse Practitioners”).

In late 2022 we made a decision to discontinue our clinic businesses due to a lack of available capital required for their continued operation and growth.

We have always had a view toward additional healthcare technology and services offerings, and are committing more time to that effort going forward.

We have a number of near term opportunities that we hope to pursue, assuming the capital markets make sufficient funding available at reasonable rates.

Our operations are subject to comprehensive federal, state, and local laws and regulations in the jurisdictions in which it does business.

There also continues to be a heightened level of review and/or audit by federal and state regulators of the health and related benefits industry’s business and reporting practices.

As of the date of this Form 10-K, we are not subject to any actual or anticipated regulatory reviews or audits relating to our operations.

The laws and rules governing our businesses and interpretations of those laws and rules continue to evolve each year and are subject to frequent change.

The application of these complex legal and regulatory requirements to the detailed operation of our businesses creates areas of uncertainty.

Further, there are numerous proposed health care, financial services and other laws and regulations at the federal and state level some of which could adversely affect our businesses if they are enacted.

We cannot predict whether pending or future federal or state legislation will have an adverse effect on our business.

We can give no assurance that its businesses, financial condition, operating results and/or cash flows will not be materially adversely affected, or that we will not be required to materially change its business practices, based on:

(i) future enactment of new health care or other laws or regulations;

(ii) the interpretation or application of existing laws or regulations, including the laws and regulations described in this Government Regulation section, as they may relate to one or more of our businesses, one or more of the industries in which we compete and/or the health care industry generally;

(iii) our pending or future federal or state governmental investigations.

Reverse Stock Split

On December 12, 2022, our board of directors approved the filing of a certificate of amendment to our amended and restated certificate of incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to affect the one-for-fifty.

The Amendment became effective at 5:00 p.m.

Eastern Time on December 12, 2022.

Pursuant to the Amendment, at the effective time of the Amendment, every fifty (50) shares of our issued and outstanding common stock was automatically combined into one (1) issued and outstanding share of common stock The Reverse Stock Split affected all shares of our common stock outstanding immediately prior to the effective time of the Amendment.

No fractional shares were issued as a result of the Reverse Stock Split.

Stockholders of record who would otherwise be entitled to receive a fractional share received a full share thereof.

As a result of the Reverse Stock Split, proportionate adjustments were made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all stock options and warrants issued by us and outstanding immediately prior to the effective time of the Amendment, which resulted in a proportionate decrease in the number of shares of our common stock reserved for issuance upon exercise or vesting of such stock options and warrants and a proportionate increase in the exercise price of all such stock options and warrants.

In addition, the number of shares reserved for issuance under our equity compensation plans immediately prior to the effective time of the Amendment were reduced proportionately.

All share and per share amounts of common stock presented in this Annual Report on Form 10-K have been retroactively adjusted to reflect the Reverse Stock Split.

Business Summary

We opened our first primary care clinic “The Good Clinic” in Northeast Minneapolis, Minnesota in February 2021, and added five additional operating clinics during 2022 for a total of six clinics open and operating at October 14, 2022 and three under construction (one in Wayzata, MN and two in Denver Colorado).

In December of 2022 we decided to close the clinics due to a lack of available capital to fund their ongoing operation and growth.

We have always had a view toward additional healthcare technology and services offerings, and are committing more time to that effort going forward.

We have a number of near term opportunities that we hope to pursue, assuming the capital markets make sufficient funding available at reasonable rates.

Results of Operations

The following period-to-period comparisons of our financial results are not necessarily indicative of results for the current period of any future periods.

The following period-to-period comparisons of our financial results are not necessarily indicative of results for the current period or any future periods.

Further, as a result of any acquisitions of other businesses, and any additional pharmacy acquisitions or other such transactions we may pursue, we may experience large expenditures specific to the transactions that are not incident to our operations.

1 unchanged sentence

The Company recognized revenue of $0.7 million for the year ended December 31, 2022, compared to $0.1 for the year ended December 31, 2021.

The increase in revenue is the result of the opening of The Good Clinic’s four location.

The increase in revenue is the result of the opening of The Good Clinic’s four locations.

Cost of Sales

The Company incurred approximately $2.1 million of cost of goods sold for the year ended December 31, 2022, compared to $0.5 for the year ended December 31, 2021.

The increase in cost of goods sold is the result of the opening of The Good Clinic’s three location.

The increase in cost of goods sold is the result of the opening of The Good Clinic’s four locations.

Our gross loss was $1.4 million for the year ended December 31, 2022, compared to $0.4 for the year ended December 31, 2021.

1 unchanged sentence

Our total operating expenses for the year ended December 31, 2022, were $18.2 million compared to $6.1 million for the year ended December 31, 2021.

Operating Expense for the year ended December 31, 2022 included $7.6 million for the impairment of fixed assets in connection with the closing of our clinics;

there was no comparable transaction during the year ended December 31, 2021.

Other operating expense for the year ended December 31, 2022 were comprised primarily of $3.3 million payroll and payroll taxes, $1.3 million in legal and professional fees, $1.1 million in office and facilities expenses, $0.9 million in depreciation, $0.5 million of stock-based compensation, $0.5 million in consulting fees, $0.4 million in advertising, marketing, and investor relations expenses, and $1.2 million in other operating costs.

Client acquisition costs were significantly below target at $60 per new client versus the budgeted $200 per new client.

This was achieved due to the high rate of patient referrals of friends and family as well as lower than plan funding of advertising due to a lack of available capital.

In April of 2022 paid advertising was suspended.

For the remainder of 2022 operations, after advertising was suspended, approximately 50% of appointments were for new clients to the clinics.

Operating Expense for the year ended December 31, 2021 were comprised primarily of $1.4 million payroll and payroll taxes, $0.8 million of non-cash compensation, $1.1 million in legal and professional fees, $0.6 million in marketing expenses, $1.0 million in office and facilities expenses, $0.6 million in consulting fees and $1.3 million in other operation costs.

Our total operating expenses for the year ended December 31, 2020 were approximately $2.5 million.

Operating expenses for the year ended December 31, 2020 were comprised primarily of $1.0 million in payroll and payroll taxes, including $0.6 million in non-cash compensation;

$0.5 million in legal and professional fees;

$0.4 million in consulting fees, $0.3 million in marketing and public relations;

$0.1 million in Board of director and advisory Board fees;

$0.1 million in insurance costs and $0.1 million in office and facilities costs.

Other Income and Expenses

Interest expense was approximately $3.2 million for the year ended December 31, 2022, compared to approximately $1.0 million for the year ended December 31, 2021.

During the year ended December 31, 2021, we recorded a gain on settlement of accounts payable of approximately $6,000, compared to a gain on settlement of accounts payable in the amount of $0.4 million in the prior period.

During the year ended December 31, 2021, we recorded a gain on the settlement of notes payable of approximately $1,800, compared to a gain on settlement on notes payable in the amount of $35,000 in the prior period.

During the year ended December 31, 2021, the Company declared Preferred Stock dividends of approximately $3.3 million compared to approximately $0.1 million the year ended December 31, 2020.

Interest expense – related parties was approximately $1.2 million for the year ended December 31, 2022 compared to $0 for the year ended December 31, 2021.

The increase in interest expense was a result of the increased level of debt during fiscal 2022.

During the year ended December 31, 2021, we recorded a loss on a legal settlement of $0.1 million.

There was not an equivalent gain or loss in the comparable prior period.

There was not an equivalent gain or loss during the year ended December 31, 2021 prior period.

During the year ended December 31, 2022, we recorded a loss on true-up shares issued with notes payable in the amount of $9,007.

There were no comparable transactions during the prior period.

During the year ended December 31, 2022, we recorded a gain on commitment fee shares in the amount of $0.1 and a gain on commitment fee shares issued to related parties in the amount of $0.1.

There were no comparable transactions during the year ended December 31, 2021.

During the year ended December 31, 2022, we recorded a loss on settlement of accrued salary in the amount of $15,032.

There were no comparable transaction during the year ended December 31, 2021.

During the year ended December 31, 2021, we recorded a gain on settlement of notes payable of approximately $1,836.

There was no comparable transaction during the current period.

During the year ended December 31, 2022, we recorded a loss on revaluation of derivative liabilities in the amount of $687,178 compared to a loss on revaluation of derivative liabilities in the amount of $493,455 during the year ended December 31, 2021.

For the year ended December 31, 2022, we had a net loss available to common shareholders of approximately $23.6 million, or a net loss per share, basic and diluted of ($5.29) compared to a net loss available to common shareholders of approximately $7.9 million, or a net loss per share, basic and diluted of ($2.77), for the year ended December 31, 2021.

2 unchanged sentences

We have financed our operations through the sale of equity securities and short-term borrowings.

As of December 31, 2021, we had cash and cash equivalents of approximately $1.2 million compared to cash of approximately $0.1 million as of December 31, 2020.

As of December 31, 2022, we had cash and cash equivalents of approximately $36,000 compared to cash of approximately $1.2 million as of December 31, 2021.

Net cash used in operating activities was approximately $5.2 million for the year ended December 31, 2022.

This is the result of our business development efforts pertaining to the start-up of the first three clinics.

This is the result of our business development efforts pertaining to the start-up our operations.

Cash used in operations for the year ended December 31, 2021, was approximately $5.0 million.

Net cash used in investing activities was approximately $1.9 million for the year ended December 31, 2021.

Net cash used in investing activities was approximately $1.7 million for the year ended December 31, 2022 compared to approximately $1.9 million for the year ended December 31, 2021.

This amount does not include approximately $4.5 million of capital expenditures included in accounts payable at December 31, 2022.

The amounts relate to the purchase of fixed assets and leasehold improvement on our first clinic.

No cash was used for investing activities for the year ended December 31, 2020.

Net cash provided by financing activities for the year ended December 31, 2021, was approximately $8.0 million, consisting of proceeds from a private placement offering of Common Stock of $1.7 million, $2.8 million from the sale of Series C Preferred Stock, $2.9 million from the sale of Series D Preferred Stock and $0.9 million in proceeds from a convertible note.

Partially offsetting the proceeds was approximately $0.2 million of payment on notes payable.

Net cash provided by financing activities for the year ended December 31, 2020, was approximately $1.5 million, consisting of proceeds from notes payable in the amount of $1.7 million, offset by principal payments on notes payable in the amount of $0.2 million.

Net cash provided by financing activities for the year ended December 31, 2022, was approximately $5.8 million, consisting of proceeds from a notes payable of approximately $4.4 million and notes payable – related parties of approximately $1.5 million.

We also received landlord financing of leasehold improvements of approximately $0.2 million.

Partially offsetting the proceeds were principal payments on a note payable to a related party of was approximately $0.2 million.

We have made a strategic decision to reduce our capital needs by closing our clinic operations in the fourth quarter of 2022, and releasing a significant portion of our staff.

As we redevelop our new strategy for lower cost operations, we hope to slowly open clinics, using the same staffing approach, but with a wider range of services for a broader portion of the population with healthcare needs.

As of the date of this filing:

The Wayzata, MN clinic leases was terminated for a commitment to pay $25,000.

The two Denver, Colorado clinic leases, known as Quincy and Radiant, possession has been relinquished to the landlords.

The lease obligations remain in negotiations as does the handling of the mechanics liens placed on the properties.

The Eagan clinic, aka Vikings clinic, gave up possession in January of 2023.

The mechanics lien has been placed on the property was settled by the landlord in a confidential settlement with the lien holder.

Mitesco is now in settlement negotiations with the landlord for the handling of lease obligations.

Paul clinic possession was relinquished in March 2023.

The handling of lease obligations remain in negotiations as does the handling of the mechanics liens placed on the properties.

Louis Park clinic possession was relinquished in April 2023.

The handling of lease obligations remain in negotiations as does the handling of the mechanics liens placed on the properties.

The Maple Grove clinic eviction occurred in April 2023.

The handling of lease obligations remain in negotiations as does the handling of the mechanics liens placed on the properties.

The Northeast Minneapolis clinic, aka Nordhaus clinic, possession was relinquished in May 2023.

There is no lien on the property.

The handling of lease obligations remains in negotiations with the landlord.

Currently, we have the Eden Prairie, MN clinic.

It is closed.

If capital becomes available, we will work to reopen this facility.

If capital is available, we may reopen this location of The Good Clinic using a modified approach that emphasizes care for chronic illnesses and consumer direct services.

We may explore the sale of the Good Clinic concept as well.

The Company is refocusing its strategy on Mitesco’s original business focus of acquiring smaller health care technology companies that are at or approaching cashflow positive operations and can benefit from the expertise of the board and management, Mitesco’s access to public market capital, and the efficiency of purchasing services achievable within a holding company structure.

Our financial statements as presented in this filing reflect total liabilities of over $20 million, including certain reserves for potential liabilities related to ceased operations related largely to long term lease obligations and costs related to the construction of our facilities.

A substantial amount of these liabilities may be reversed on negotiations, and it is our goal to settle the remaining amounts with non -cash consideration as noted above.

There can be no assurance that all of these vendors will be willing to settle their obligations with the Company on the proposed terms, or in amounts acceptable to the Company.

We remain undercapitalized and until we have resolved most of these obligations it is unlikely that we will be able to attract sufficient capital on reasonable terms to execute our business strategy.

We remain committed to resolution of these outstanding items in a fair and timely manner.

Critical Accounting Policies

43 unchanged sentences

We have no off-balance sheet arrangements that have or are likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Series X Preferred Stock

On December 31, 2019, the Company issued a total of 26,227 of its Series X Preferred Stock in satisfaction of certain liabilities.

The Series X Preferred Stock has a liquidation value of $25.00 per share and a fair value of $31.73 per share at the issuance date of December 31, 2019.

Each share of Series X Preferred Stock has voting rights equivalent to 20,000 shares of common stock.

As of December 31, 2021, the shares of Series X Preferred stock issued and outstanding is as follows:

Ronald Riewold, Director

Deferred Compensation

Larry Diamond, Director, and CEO

Deferred Compensation

James Crone, ex-Officer, and Director

Deferred Compensation

Louis Deluca, ex-Officer, and Director

Deferred Compensation

Irish Italian Retirement Fund

Consulting services, notes payable (a)

Frank Lightmas

(a) amount consists of accounts payable for a) consulting services of $174,813, and b) principal plus interest due on notes payable in the amount of $137,759.

(b) Amount consists of $71,279 in legal fees due and $9,721 in prepaid legal fees.

Series A Preferred Stock

On March 2, 2020, the Company issued 4,800 shares of its Series A Preferred Stock to four individuals with certain skills and know-how to assist the Company in the development of its newly-formed subsidiary The Good Clinic, LLC.

The Company has valued these shares at $71,558 or approximately $14.91 per share based upon an analysis performed by an independent valuation consultant.

On March 8, 2021, the 4,800 shares of Series A Preferred Stock were exchanged for 600,000 shares of the Company’s common stock.

No shares of Series A Preferred Stock were outstanding as of the date of this filing.

Securities Purchase Agreements – From January 29, 2021 through March 21, 2021, the Company entered into Securities Purchase Agreements with 46 investors for the sale of 8,192,000 shares of the Company’s restricted common stock at a price of $0.25 per share in the aggregate amount of $2,048,000.

The price was determined based on the prior day 10-day average closing price, less a 20% discount for the risk associated with restricted stock.

As of the date of this filing, a total of 6,272,000 shares have been issued, generating $1,668,000 in proceeds and the balance was not funded.

These transactions were executed directly by the Company and no brokers, dealers or representatives were involved.

We also issued to the placement agent and its designee 461,358 shares of Common Stock.

On October 18, 2021, Mitesco, Inc.

(the “Company”) entered into a Securities Purchase Agreement (the “SPA”) with two institutional and two individual investors (the “Investors” and each an “Investor”) pursuant to which the Company sold to the Investors in a private placement an aggregate of 2,025,000 units (the “Units” and each a “Unit”) with a purchase price of $1 per Unit, with each Unit consisting of (a) one share of a newly formed Series D Convertible Preferred Stock, par value $0.01 per share (the “Series D Preferred Stock”), (b) one warrant (the “Series A Warrants”) to purchase 2.1 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) at a purchase price of $0.50 per whole share of Common Stock, and (c) one warrant (the “Series B Warrants” and together with the Series A Warrants, the “Warrants”) to purchase 2.1 shares of Common Stock at a purchase price of $0.75 per whole share.

The aggregate gross proceeds to the Company were $2,025,000 and the number of shares of Common Stock initially issuable upon conversion of the Series D Preferred Stock is 8,505,000 shares of Common stock and the aggregate number of shares of Common Stock initially issuable upon exercise of the Warrants is 8,505,000 shares of Common Stock.

Pursuant to the terms of the SPA the Company, may sell up to an additional 7,975,000 Units (for an aggregate 10,000,000 Units) in subsequent closings on the same terms offered to the Investors.

On November 12, 2021, Mitesco, Inc.

(the “Company”), consummated the second closing (“Second Closing”) of a private placement offering (the “Offering”) pursuant to a Securities Purchase Agreement (the “SPA”) with four accredited investors (the “Investors” and each an “Investor”) pursuant to which the Company sold to the Investors an aggregate of 1,075,000 units (the “Units” and each a “Unit”) with a purchase price of $1 per Unit, with each Unit consisting of (a) one share of Series D Convertible Preferred Stock of the Company, par value $0.01 per share (the “Series D Preferred Stock”), (b) one warrant (the “Series A Warrants”) to purchase 2.1 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) at a purchase price of $0.50 per whole share of Common Stock, and (c) one warrant (the “Series B Warrants” and together with the Series A Warrants, the “Warrants”) to purchase 2.1 shares of Common Stock at a purchase price of $0.75 per whole share.

The aggregate gross proceeds to the Company were $1,075,000 and the number of shares of Common Stock initially issuable upon conversion of the Series D Preferred Stock is 4,515,000 shares of Common stock and the aggregate number of shares of Common Stock initially issuable upon exercise of the Warrants is 4,515,000 shares of Common Stock.

Pursuant to the terms of the SPA the Company, may sell up to an additional 6,900,000 Units (for an aggregate 10,000,000 Units) in subsequent closings on the same terms offered to the Investors.

Recent Developments

The Company entered into a debt-for-equity exchange agreement with Gardner Builders Holdings, LLC (the “Creditor”) on January 7, 2022 (the “Agreement”).

Pursuant to the Agreement, the Company issued shares of restricted common stock, par value $0.01 per share, of MITI (the “Restricted Shares”) to the Creditor in exchange for the Company Debt Obligations, as defined below.

The Agreement settles for certain accounts payable amounts owed by the Company to the Creditor (the “Accounts Payable Amount”) as well as upcoming amounts that will become due between the date of the Agreement and April 1, 2022.

The Agreement also settles incurred interest and penalties on the amounts due through January 5, 2022, as well as future interest payments on amounts to be incurred in the first quarter of 2022 (collectively, the “Additional Costs”, and combined with the Accounts Payable Amount, the “Company Debt Obligations”).

The Accounts Payable Amount is $500,000, the Additional Costs is $294,912.56 and the conversion price is $0.25.

As a result, 3,179,650 Restricted Shares were authorized to be issued.

The Company’s Board of Directors approved the Agreement on January 5, 2022.

The Company issued a 10% Promissory Note due August 14, 2022 (the “Note”), dated February 14, 2022, to Lawrence Diamond (the “Lender”).

Diamond is the Chief Executive Officer of the Company and a member of its Board of Directors.

The principal amount of the Note is $175,000, carries a 10% interest rate per annum, payable in monthly installments, and has a maturity date that is the earlier of (i) six (6) months from the date of execution, or (ii) the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE.

The purchase price of the Note payable to the Company for the Note was $148,750 and was funded on February 14, 2022.

The amount payable at maturity will be $175,000 plus 10% of that amount plus accrued and unpaid interest.

Following an event of default, as defined in the 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 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 believes contains a term that is more favorable than those in the 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 to the Note and Lender will be issued 367,500 5-year warrants that may be exercised at $.50 per share and 367,500 5-year warrants that may be exercised at $.75 per share.

These warrants have all of the same terms as those previously issued in conjunction with the Company’s Series C Preferred shares and its Series D Preferred shares.

The Company issued a 10% Promissory Note due June 18, 2022 (the “Diamond Note”), dated March 18, 2022, to Lawrence Diamond (the “Lender”), which was subsequently amended.

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) April 4, 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 $1,000,000.

The purchase price of the Diamond Note payable to the Company for the Diamond Note was $200,000 and was funded on March 18, 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 200,000 5-year 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.

On March 18, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with AJB Capital Investments, LLC (the “Investor”) with respect to the sale and issuance to the Investor of:

(i) an initial commitment fee in the amount of $430,000 in the form of 1,720,000 shares (the “Commitment Fee Shares”) of the Company’s common stock (the “Common Stock”), which Commitment Fee Shares can be decreased to 720,000 shares ($180,000) if the Company repays the Note on or prior its maturity, (ii) a promissory note in the aggregate principal amount of $750,000 (the “Note”), and (iii) Common Stock Purchase Warrants to purchase up to an aggregate of 750,000 shares of the Common Stock (the “Warrants”).

The Note and Warrants were issued on March 17, 2022 (the “Original Issue Date”) and were held in escrow pending effectiveness of the Purchase Agreement.

Pursuant to the terms of the Purchase Agreement, the initial Commitment Fee Shares were issued at a value of $430,000, the Note was issued in a principal amount of $750,000 for a purchase price of $675,000, resulting in an original issue discount of $75,000;

and the Warrants were issued, with an initial exercise price of $0.50 per share, subject to adjustment as described herein.

The aggregate cash subscription amount received by the Company from the Investor for the issuance of the Commitment Fee Shares, Note and Warrants was $616,250.00, due to a reduction in the $675,000 purchase price as a result of broker, legal, and transaction fees.

As previously disclosed on the Company’s form 8-K filed on March 26, 2021 and October 22, 2021, the Company issued the Series C Convertible Preferred Stock and Series D Convertible Preferred Stock to the investors named therein (the “Series C Investors” and “Series D Investors”).

The Company obtained consents and waivers (the “Consents”) from the Series D and Series D Investors to allow the Company to enter into the Purchase Agreement.

The Company issued 411,000 shares of Common Stock to the Series C Investors 1,271,000 shares of Common Stock to the Series D Investors in connection with obtaining the Consents.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity