What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-07-14 compared with 2022-04-05 · 139 added, 128 removed, 527 unchanged (34% of the section changed)

21 unchanged sentences

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The material weaknesses identified during our annual audit for 2021 were (i) lack of segregation of duties, and (ii) lack of sufficient resources with SEC, accepted accounting principles (GAAP), especially with regards to equity-based transactions and tax accounting expertise.

The material weaknesses identified during our annual audit for 2022 were (i) lack of segregation of duties, and (ii) lack of sufficient resources with appropriate accounting experience ), especially with regards to equity-based transactions and tax accounting expertise.

Because of these material weaknesses, management concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2022.

6 unchanged sentences

The Company intends to take corrective action to ensure that information required to be disclosed by the Company pursuant to the reports that the Company files or submits to the SEC is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Cybersecurity

We utilize information technology for internal and external communications with vendors, clinical sites, banks, investors and shareholders.

Loss, disruption or compromise of these systems could significantly impact operations and results.

We are not aware of any material cybersecurity violation or occurrence.

We believe our efforts toward prevention of such violation or occurrence, including system design and controls, processes and procedures, training and monitoring of system access, limit, but may not prevent unauthorized access to our systems.

Changes in Internal Control Over Financial Reporting

1 unchanged sentence

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

The following table and biographical summaries set forth information, including principal occupation and business experience about our directors and executive officers as of the date of this prospectus:

The following table and biographical summaries set forth information, including principal occupation and business experience about our directors and executive officers as December 31, 2022:

Board of Directors

Lawrence Diamond

Thomas Brodmerkel

Thomas Brodmerkel (a)

Chairman of the Board of Directors

Faraz Naqvi (b)

Juan Carlos Iturregui Esq

Shelia Schweitzer

Shelia Schweitzer (c)

Brodmerkel’s term as Chairman concluded on June 6, 2023.

Nazvi resigned from the Board of Directors on April 14, 2023.

Schweitzer became Board Chairperson on June 6, 2023.

Executive Officers

1 unchanged sentence

Chief Executive Officer

Thomas Brodmerkel

Chief Financial Officer

Ingrid Jenny Lindstrom

Ingrid Jenny Lindstrom (d)

Chief Legal Officer

Shelia Schweitzer

Chief Operating Office

Lindstrom resigned on May 19, 2023.

Lawrence Diamond

17 unchanged sentences

Thomas Brodmerkel

Brodmerkel has served as a Chair of the Board since April 2020.

Brodmerkel has served as a Chair of the Board from April 2020 to June 2023.

He also currently serves on the board of directors of Xact Laboratories, LLC, a healthcare technology company;

31 unchanged sentences

Brodmerkel was appointed to the board due to his extensive experience, leadership and managerial expertise in healthcare, healthcare technology, insurance, and healthcare consulting companies.

On June 13, 2022, the Board appointed Mr.

Tom Brodmerkel, age 64, its Chairman, as the Company’s Chief Financial Officer.

Brodmerkel’s term as Chairman concluded on June 6, 2023.

Naqvi has served as a director on the Board since July 2020.

2 unchanged sentences

Since 2016 he has served as a member of the Board for the Health District of Northern Larimer County, Colorado, and in 2012 he co-founded Remote Health Access, whose mission is elderly care and telemedicine.

Naqvi has also served as the Medical Director or Miramont Lifestyle Fitness since 2012.

Naqvi has also served as the Medical Director of Miramont Lifestyle Fitness since 2012.

Naqvi has resigned as of April 14, 2023.

In May 2016, Dr.

14 unchanged sentences

Naqvi was appointed to the Board due to his experience as a physician, strategic business consultant, an investment portfolio manager and as a leader of multiple healthcare-related companies.

Effective April 14, 2023, Dr.

Faraz Naqvi tendered his resignation as a director of the Company.

Juan Carlos Iturregui, Esq.

35 unchanged sentences

Schweitzer was appointed to the Board due to her experience in the healthcare and investment industries, including as an investor in numerous healthcare related companies.

Keller has served as our Chief Financial Officer since March 17, 2021.

From June 24, 2017 until joining us, Mr.

Keller was the Chief Financial Officer, Secretary and Treasurer of First Choice Health Care Solutions, Inc.

since July 2017, a $50 million integrated care platform of non-physician owned orthopedic and spinal care medical centers.

He has also served as a member of the board of directors of CryoPoint, LLC, a leader in biorepository services and cryopreservation since April 2012, and as a member of the board of directors of Your Community Bank from May 2013 through December 2017.

From November 2015 through July 2017, he was employed by Solution Management Corp, a specialty advisory firm focused on providing financial and operational consulting, as Managing Director.

Additionally, from August 2014 through November 2015 he served as the Chief Financial Officer and Senior Vice President of Finance at RehabCare Inc., a $1.5 billion provider of physical, occupational, and speech-language rehabilitation services to hospitals, skilled nursing facilities and home care settings in 47 states.

From September 2011 through June 2013, he was Senior Vice President of Finance at PharMerica, Inc.

PMC), a $1.8 billion institutional pharmacy, servicing skilled nursing and assisted living facilities, hospitals, and other long-term alternative care facilities.

He also served as the Senior Vice President and Chief Accounting Officer of BioScrip, Inc.

BIOS), a $1.6 billion specialty pharmaceuticals and homecare company providing comprehensive cost-effective solutions to patients, insurance payers and drug manufacturers, from February 2007 through April 2011.

From 2000 through 2007 he served as Vice President of Finance, Chief Financial Officer, and Treasurer for DMI Furniture Inc.

DMIF) a $150 million vertically integrated manufacturer, importer and designer of commercial office and residential furniture sold through mass-market retails, wholesalers, and independent retailers.

Keller received his Bachelor of Science in Accountancy from Loyola University of Chicago and is a Certified Public Accountant and Chartered Global Management Accountant.

Schweitzer was appointed Chief Operating Officer as of June 6, 2023, and assumed the position as Chairperson of the Board of Directors as of June 6, 2023.

Jenny Lindstrom

12 unchanged sentences

Lindstrom holds a Juris Doctor degree from the University of Minnesota Law School, Minneapolis, Minnesota (Juris Doctor, cum laude, 2004), and holds a Master of Laws, with dissertation from Uppsala University, Uppsala, Sweden, 2001.

Lindstrom resigned as of May 19, 2023.

Arrangements for Nomination as Directors and Changes in Procedures for Nomination;

10 unchanged sentences

Director Independence

Except for Mr.

Diamond, our Board determined that all our present directors are independent, in accordance with standards under the Nasdaq Listing Rules.

Our Board determined that, Lawrence Diamond under the Nasdaq Listing Rules, is not an independent director as a result of being an executive officer to the Company.

Our Board has determined that Mr.

Brodmerkel, Dr.

Naqvi, and Ms.

Schweitzer, are independent under the Nasdaq Listing Rules’ independence standards for audit committee members.

Our Board has also determined that Mr.

Iturregui, Dr.

Naqvi, and Ms.

Schweitzer, are independent under the Nasdaq Listing Rules independence standards for compensation committee members and Mr.

Brodmerkel, and Mr.

Iturregui are independent under the Nasdaq Listing Rules independence standards for nominating and governance committee members.

Juan Carlos Iturregui is currently the only independent board member in accordance with standards under the Nasdaq Listing Rules.

Our Board determined that Mr.

Brodmerkel, and Ms.

Schweitzer under the Nasdaq Listing Rules, are not independent directors as a result of being an executive officer to the Company.

At this time, the Company has the full board serve on the audit committee.

Iturregui is independent under the Nasdaq Listing Rules independence standards for nominating and governance committee members.

The Company plans to recreate the Board committees when we it applies up-listing to a senior exchange.

Board of Directors Leadership Structure

2 unchanged sentences

Brodmerkel serves as the Chairman of the Board.

Brodmerkel’s term concluded on June 2023.

Sheila Schweitzer assumed the role of Chairperson in June of 2023.

Board of Directors Committees

The board of directors has established three standing committees of the board consisting of an audit committee, a compensation committee and a corporate nominating and governance committee, each of which will have the composition and the responsibilities described below.

The board of directors has suspended its three standing committees of the board consisting of an audit committee, a compensation committee and a corporate nominating and governance committee.

These committees will be reinstated when the restart plan is fully implemented and we are preparing to up list to a senior exchange.

This step is necessary since Mr.

Brodmerkel and Ms.

Schweitzer are serving in senior executive positions in the company in addition to their board roles.

The structure of the board committees will be as follows:

Audit Committee

Our audit committee is comprised of Mr.

Brodmerkel, Dr.

Naqvi, and Ms.

Naqvi is the chair of our audit committee, and is our audit committee financial expert, as that term is defined under the applicable SEC rules, and possesses financial sophistication, as defined under the rules of Nasdaq.

Our audit committee is comprised of three independent board members.

The chair of the audit committee will have the qualification of a financial expert as that term is defined under the applicable SEC rules and will possess financial sophistication as defined under the rules of Nasdaq.

All the members of our audit committee are independent, as that term is defined under the rules of Nasdaq.

13 unchanged sentences

Compensation Committee

Our compensation committee is comprised of Mr.

Iturregui, Dr.

Naqvi, and Ms.

Schweitzer is the chair of our compensation committee.

All the members of our compensation committee are independent, as that term is defined under the rules of Nasdaq.

Our compensation committee will be comprised of a chair and members that will be independent as is defined under the rules of Nasdaq.

Our compensation committee oversees our compensation policies, plans and benefits programs.

6 unchanged sentences

Nominating and Governance Committee

Our nominating and governance committee is comprised of Mr.

Brodmerkel, and Mr.

Iturregui is the chair of our nominating and governance committee.

All members are independent, as that term is defined under the rules of Nasdaq.

Our nominating and governance committee will be comprised of a chair and members that will be independent as that term is defined under the rules of Nasdaq.

Our nominating and governance committee oversees and assists our board of directors in reviewing and recommending nominees for election as directors.

12 unchanged sentences

Directors, executive officers and greater than 10% stockholders are required by the rules and regulations of the SEC to furnish the Company with copies of all reports filed by them in compliance with Section 16(a).

Based solely on the written representation of our executive officers and directors and copies of the reports they have filed with the Commission, the following transactions were filed late in the fiscal years ended December 31, 2021 and 2020:

Juan Carlos Iturregui filed one Form 4 late with respect to one transaction;

Thomas Brodmerkel filed one Form 4 late with respect to one transaction;

Faraz Naqvi filed one Form 4 late with respect to one transaction;

Sheila Schweitzer filed one Form 3 late with respect to three transactions and one Form 4 late with respect to her initial appointment to the board.

Based solely on the written representation of our executive officers and directors and copies of the reports they have filed with the Commission, there were no late filings by the officers and directors of the Company.

Code of Ethics

14 unchanged sentences

Summary Compensation Table

Incentive Plan

Name and Principal

1 unchanged sentence

Phillip Keller

Thomas Brodmerkel

Jenny Lindstrom

Does not included compensation as a Director

Does not include $120,000 of salary accrued but not paid during the year

Consist of the fair value of 2,500,000 stock options which were granted and vested during the year

Resigned effective July 1, 2020 which was settled in June of 2021

Consists of an overpayment as part of final payroll settlement

Consists of the fair value of the fair value of 312,800 shares that were issued in lieu of monies owed Mr.

Consists of the fair value of 1,750,000 stock options which were granted

Consists of reimbursement for health insurance and cell phone costs.

Consists of the fair value of 30,000 stock options granted during the period.

Consists of the fair value of 6,256 shares of common stock granted in lieu of monies owed to Mr.

Consists of severance pay in the amount of $19,230 and reimbursement for health insurance and cell phone costs in the Amount of $8,130.

Consists of the fair value of 35,000 stock options granted during the period.

Consists of the fair value of 4,000 stock options granted during the period.

Executive Employment, Termination and Change of Control Arrangements

16 unchanged sentences

Diamond will only be entitled to compensation owed through the date of termination and all Options that have not yet vested will be cancelled.

Keller, Chief Financial Officer

Effective March 17, 2021, the Company entered into an employment agreement with Mr.

Keller for his services as our Chief Financial Officer (the “Keller Agreement”).

Pursuant to the Keller Agreement the Company has agreed to pay Mr.

Keller a base salary of $250,000, payable in accordance with the Company’s standard payroll procedures.

In addition, Mr.

Keller will be eligible to receive a bonus target of 25% of his base salary, at the sole discretion of the Compensation Committee of the Board.

Keller’s base compensation shall accrue until such time as the Company has sufficient funding.

Additionally, pursuant to the Keller Agreement, Mr.

Keller has been awarded options to purchase up to 1 million shares of the Company’s common stock at an exercise price equal to $0.31, which was the closing stock price as of March 17, 2021, and issued pursuant to the Mitesco, Inc.

2021 Omnibus Securities and Incentive Plan.

The Options vest pursuant to the following schedule:

(a) 250,000 of the options shall vest upon the 90-day anniversary of the effective date of the Keller Agreement, (b) 250,000 of the options shall vest upon the Company’s completion of a $10 million raise, (c) 250,000 of the options shall vest on the one-year anniversary of the effective date of the Keller Agreement, and (d) 250,000 of the options shall vest once the Company files an Annual Report on Form 10-K that reports $20 million in gross revenue.

Upon a change of control of the Company, any unvested options shall immediately vest.

The Keller Agreement is effective from March 17, 2021 until the earlier of Mr.

Keller’s resignation or termination by us under the following circumstances (i) a vote of the majority of our directors;

(ii) a violation of the securities laws, or (iii) upon his incapacity or inability to perform all the duties set forth in this Agreement due to mental or physical disability.

In the event of termination by us, Mr.

Keller will only be entitled to compensation owed through the date of termination and all Options that have not yet vested will be cancelled.

The Keller Agreement also contains customary non-disclosure, non-compete and confidentiality provisions.

Pension Benefits;

5 unchanged sentences

Unexercisable

Lawrence Diamond

Lawrence Diamond, CEO

July 21, 2021

July 21, 2031

Phillip Keller

March 17, 2021

Thomas Brodmerkel, CFO

February 27, 2020

February 27, 2030

December 28, 2020

Jenny Lindstrom, Chief Legal Officer

April 12, 2021

March 17, 2031

1 unchanged sentence

July 21, 2031

Jenny Lindstrom

April 12, 2021

March 17, 2031

Michael Howe, Chief Executive Officer, The Good Clinic LLC

June 17, 2031

July 21, 2021

July 21, 2031

February 27, 2020

On February 7, 2020, Ms.

Smith was granted options to purchase an aggregate of 1.5 million shares of common stock all of which have been forfeited pursuant to the terms of Ms.

Smith’s option awards, upon her resignation effective July 1, 2020.

Director Compensation

1 unchanged sentence

This compensation was for their role as Director of the Company within the fiscal year.

Incentive Plan

Name and Principal

Thomas Brodmerkel

Thomas Brodmerkel (b)

Faraz Naqvi (c)

Juan Carlos Iturregui

Sheila Schweitzer

Sheila Schweitzer was appointed to the Board of Directors on June 1, 2021.

Ron Riewold resigned from the Board of Directors effective June 1, 2021.

Sheila Schweitzer (d)

Amount represents the fair value of stock options granted during the period.

Brodmerkel’s term as Chairman concluded on June 6, 2023.

Effective April 14, 2023, Dr.

Faraz Naqvi resigned as a director of the Company.

On June 6, 2023, Sheila Schweitzer assumed the position as Chairperson of the Board.

The table below shows the aggregate number of option awards outstanding at fiscal year-end for each of our current and former non-employee directors.

5 unchanged sentences

Sheila Schweitzer

Sheila Schweitzer was appointed to the Board of Directors on June 1, 2021.

Ron Riewold resigned from the Board of Directors effective June 1, 2021.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information as of February 7, 2022, regarding the beneficial ownership of our Common Stock, Series C Preferred Stock and Series X Preferred Stock by (i) each person (including any “group” as such term is used in Section 13(d)(3) of the Exchange Act) known by us to be a beneficial owner of more than 5% of our common stock, (ii) each of our directors and “named executive officers;” and (iii) all of our directors and executive officers as a group.

At February 7, 2022, we had 213,333,170 shares of Common Stock issued and outstanding,1,940,644 shares of Series C Preferred Stock issued and outstanding having an aggregate of 12,600,000 votes, and 24,227 shares of Series X Preferred Stock issued and outstanding, having an aggregate of 484,540,000 votes.

The following table sets forth certain information as of June 26, 2023, regarding the beneficial ownership of our Common Stock, Series C Preferred Stock and Series X Preferred Stock by (i) each person (including any “group” as such term is used in Section 13(d)(3) of the Exchange Act) known by us to be a beneficial owner of more than 5% of our common stock, (ii) each of our directors and “named executive officers;” and (iii) all of our directors and executive officers as a group.

At June 13, 2023, we had 5,115,437 shares of Common Stock issued and outstanding,1,940,644 shares of Series C Preferred Stock issued and outstanding having an aggregate of 12,600,000 votes, and 24,227 shares of Series X Preferred Stock issued and outstanding, having an aggregate of 484,540,000 votes.

Unless otherwise indicated, the address of each of the stockholders listed is 1660 Highway 100 South, Suite 432, Saint Louis Park, Minnesota 55416.

28 unchanged sentences

Mercer Street Global Opportunity Fund (11)

Howe Living Trust (12)

Anson Investment

Consists of 22,772 shares of common stock and options to purchase an additional 13,667 shares of common stock.

Consists of 8,334 shares of common stock and options to purchase 22,667 shares of common stock.

Consists of 107,034 shares of warrants to purchase 19,428 shares of common stock.

Consists of 22,242 shares of common stock, options to purchase 3,700 shares of common stock, and warrants to purchase 242 shares of common stock.

Keller resigned from his position as CFO of the Company effective June 12, 2022.

Consists of 543 shares of common stock, options to purchase 15,000 shares of common stock, warrants to purchase 2,438 shares of common stock, and 2,307 shares of common stock issuable upon conversion of Series D Preferred Stock.

Consists of 22,000 shares of common stock and options to purchase 4,000 shares of common stock.

Consists of options to purchase 20,700 shares of common stock.

Consists of 6,508,271 shares of common stock and options to purchase an additional 1,500,000 shares of common stock.

Consists of 1,100,000 shares of common stock and options to purchase and options to purchase an additional 185,000 shares owned directly by Mr.

Based solely on a Schedule 13D filed by Anglo Irish Management LLC (“Anglo”), Anglo received 28,852 shares of common stock as interest earned on shares of the Series X Preferred Stock and owns 12,503 shares of Series X Preferred.

Daniel Hollis is the Manager of Anglo-Irish Management LLC, and its business address is 9057A Selborne Lane, Chatt Hills, GA 30268.

Consists of option to purchase common shares.

Cavalry Fund I LP owns 1,000,000 shares of Series C Preferred Stock.

Includes 4,200,000 shares of common stock issuable upon conversion of the Series C Preferred Stock and 2,100,000 shares of common stock issuable exercise of the Series A Warrants and 2,100,000 shares of common stock issuable upon exercise of Series B Warrants, without giving effect to the blocker described in the next sentence.

Amount of common stock includes 95,116 shares of common stock issuable upon conversion of the Series C Preferred Stock and accrued dividends, 42,000 shares of common stock issuable upon exercise of the Series A Warrants and 42,000 shares of common stock issuable upon exercise of Series B Warrants issued in connection with the Series C Preferred Stock, without giving effect to the blocker described in the next sentence.

The fund also owns 750,000 shares of Series D Preferred Stock.

Includes 6,300,000 shares of common stock issuable upon conversion of the Series D Preferred Stock and 3,150,000 shares of common stock issuable exercise of the Series A Warrants and 3,150,000 shares of common stock issuable upon exercise of Series B Warrants, without giving effect to the blocker described in the next sentence.

Amount of common stock also includes 69,193 shares of common stock issuable upon conversion of the Series D Preferred Stock and accrued dividends, 31,500 shares of common stock issuable upon exercise of the Series A Warrants and 31,500 shares of common stock issuable upon exercise of Series B Warrants, without giving effect t the blocker described in the next sentence.

The beneficial ownership limitation is initially set at 4.99% but may be increased to 9.99% upon 61 days’ notice to the Company.

Walsh is the manager of Cavalry Fund I LP and its principal business address is 82 E, Allendale Rd., Suite 5B, Saddle River, NJ 07458.

Mercer Street Global Opportunity Fund Includes 6,300,000 shares of common stock issuable upon conversion of 750,000 shares of Series D Preferred Stock and 3,150,000 shares of common stock issuable exercise of the Series A Warrants and 3,150,000 shares of common stock issuable upon exercise of Series B Warrants, without giving effect to the blocker described in the next sentence.

Mercer Street Global Opportunity Fund owns 47,619 shares of Series C Preferred Stock.

Amount of common stock includes 6,594 shares issuable upon conversion of the Series C Preferred Stock and accrued dividends, 42,000 shares of common stock issuable upon exercise of the Series A Warrants and 42,000 shares of common stock issuable upon exercise of the Series B Warrants issued in connection with the Series C Preferred Stock, without giving effect to the blocker described in the next sentence.

The fund also owns 750,000 shares of Series D.

Amount of common stock also includes 69,193 shares of common stock issuable upon exercise of the Series D Preferred stock and accrued dividends, 31,500 shares of common stock issuable upon exercise of the Series A Warrants and 31,500 shares of common stock issuable upon exercise of Series B Warrants without giving effect to the blocker described in the next sentence.

The beneficial ownership limitation is initially set at 4.99% but may be increased to 9.99% upon 61 days’ notice to the Company.

Jonathan Juchno is the Chair of the Investment Committee of Mercer Street Global Opportunity Fund, LLC, and its principal business address is 107 Grand Street, 7th Floor, New York, New York 10013.

Lindstrom the Companies Chief Legal Officer includes 210,000 shares of common stock issuable upon conversion of 25,000 shares of Series D Preferred Stock and 105,000 shares of common stock issuable exercise of the Series A Warrants and 105,000 shares of common stock issuable upon exercise of Series B Warrants, without giving effect to the blocker described in the next sentence.

The beneficial ownership limitation is initially set at 4.99% but may be increased to 9.99% upon 61 days’ notice to the Company

Amount consist of 23,722 shares of common stock, options to purchase 18,000 shares of common stock, warrants to purchase 130,920 shares of common stock, and 46,129 shares of common stock issuable upon the conversion of Series D Preferred Stock and accrued dividends.

Equity Compensation Plan Information

11 unchanged sentences

Related Party Transactions

The following is a summary of transactions since January 1, 2020 and all currently proposed transactions, to which we have been a participant, in which:

the amounts exceeded or will exceed $120,000;

any of the directors, executive officers, or holders of more than 5% of the respective capital stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest other than as set forth under “Item 11—Executive Compensation”.

On December 31, 2020, the Company issued 2,151,204 shares of common stock as payment for dividends accrued on its Series X Preferred Stock in the amount of $65,568.

Of this amount, a total of 262,478 shares in the amount of $8,000 were issued to officers and directors;

1,025,514 shares in the amount of $31,528 were issued to a consultant;

and 863,212 shares in the amount of $26,310 were issued to non-related parties.

Common Stock Issued

On January 23, 2023, the Company issued 150,000 shares of common stock at a price of $3.45 per share to a service provider.

On January 23, 2023, the Company issued a total of 8,063 shares of common stock at a price of $4.33 per share to holders of the Series X Preferred Stock for accrued dividends.

Larry Diamond, the Company’s Chief Executive Officer, received 666 of these shares.

On February 15, 2023, the Company issued 9,846 shares of common stock to an investor at a price of $1.32 per share pursuant to a true-up agreement.

On February 21, 2023, the Company issued 150,000 shares of common stock at a price of $2.63 per share to a service provider.

On March 1, 2023, the Company issued 13,555 shares of common stock to an investor at a price of $1.32 per share pursuant to a true-up agreement.

On March 9, 2023, the Company issued 15,265 shares of common stock to an investor at a price of $1.32 per share pursuant to a true-up agreement.

On March 28, 2023, the Company issued 18,472 shares of common stock to an investor at a price of $1.32 per share pursuant to a true-up agreement.

On April 4, 2023, the Company issued 94,738 shares of common stock to an investor at a price of $1.32 per share pursuant to a true-up agreement.

On May 5, 2023, the Company issued 2,952 shares of common stock at a price of $1.05 per share to a service provider.

On May 5, 2023, the Company issued 2,552 shares of common stock to an investor at a price of $1.05 per share for satisfaction of accounts payable.

On May 9, 2023, the Company issued 19,622 shares of common stock to Michael C.

Howe, a related party, at a price of $0.94 per share to reimburse Mr.

Howe for costs incurred in connection with a settlement agreement with a vendor.

Spartan Capital Advisory Agreement

On January 12, 2023 the Company entered into an advisory agreement with Spartan Capital (“Spartan”) pursuant to which Spartan will act as exclusive financial advisor in providing general financial advisory services to the Company.

In consideration for the financial advisory services to be rendered thereunder, the Company will issue to Spartan 150,000 restricted common shares of the Company (“Common Stock”).

In addition, the Company will issue to Spartan an additional 50,000 Common Stock within three business days of completion of a gross raise of at least $2,000,000.

Sale of Series F Preferred Stock

On March 23, 2023, the Company filed a Certificate of Designations, Preferences and Rights of Series F 12% PIK Convertible Perpetual Preferred Stock (the “Series F”) with the Delaware Secretary of State.

The number of shares of Series E designated is 140,000 and each share of Series F has a stated value equal to $1,000.

Each share of Series E Preferred Stock shall have a par value of $0.01.

Holders of the Series F are entitled to receive payment in kind dividends (“PIK Dividends”) at the quarterly rate of three-hundredths of one share outstanding per Series F Share.

The Series F can be converted at the option of the Series F shareholder into shares of the Company’s common stock at a price equal to 65% of the Volume Weighted Average Price (“VWAP”) on the conversion date.

Purchase Agreement

On April 11, 2023, the Company entered into securities purchase agreements (each a “Purchase Agreement”) with investors providing for the sale and issuance of (i) Series F 12% PIK Convertible Perpetual Preferred Stock, par value $0.01 per share (the “Series F Shares”) and (ii) warrants to purchase shares of Common Stock (the “Warrants,” and together with the Series F Shares, the “Securities”).

The closing on the first tranche of the offering resulted in gross proceeds to the Company of $650,000.

The net proceeds to the Company from the first tranche of the offering were $511,000, after deducting placement agent fees and expenses and estimated offering expenses payable by the Company.

The Company intends to use the net proceeds from the offering for general operating expenses.

In connection with the Purchase Agreement, the Company also entered into a registration rights agreement.

Exchange Agreements

Also in connection with the Purchase Agreement, the Company entered into separate exchange agreements pursuant to which the investors in the Series E Preferred Stock exchanged certain securities, as defined in each individual Exchange Agreement, for a number Series F Shares (based on their liquidation preference of $1,000) equal to 120%, 165% or 230%, depending on whether the investor is investing additional funds into the bridge financing, of the “Principal Amount,” “Stated Value” and/or liquidation preference of the Exchange Securities (including any payoff bonus, accrued dividends or interest).

Appointment of Ms.

Sheila Schweitzer as Chairman of the Board of Directors and Chief Operating Officer

Effective June 06, 2023, the Board of Directors of the Company appointed Ms.

Sheila Schweitzer who has been a member of the Board of Directors since 2021, to the position of Chairman, replacing Mr.

Tom Brodmerkel, who has completed his term as Chair.

Brodmerkel will remain as Chief Financial Officer and continue to serve as a member of the Company’s Board of Directors.

Schweitzer was also appointed to the newly created position of Chief Operating Officer.

Director Independence

171 unchanged sentences

MITESCO, INC.

F/K/A TRUE NATURE HOLDING, INC.

April 4, 2022

July 14, 2023

/s/ Lawrence Diamond

4 unchanged sentences

/s/ Lawrence Diamond

April 4, 2022

July 14, 2023

Lawrence Diamond

1 unchanged sentence

(Principal Executive Officer)

/s/ Phillip J.

April 4, 2022

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

/s/ Sheila Schweitzer

April 4, 2022

July 14, 2023

Sheila Schweitzer

Chairperson of the Board of Directors and

Chief Operating Officer

/s/ Thomas Brodmerkel

April 4, 2022

July 14, 2023

Thomas Brodmerkel

Chairman of the Board of Directors

/s/ Faraz Naqvi

April 4, 2022

Chief Financial Officer and Director

/s/ Juan Carlos Iturregui

April 4, 2022

July 14, 2023

Juan Carlos Iturregui

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 9A. Controls and Procedures