Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 18, 2022, Mitesco, Inc., a Delaware corporation (the "Company"),
filed a Certificate of Amendment (the "Certificate of Amendment") to the
Company's Certificate of Incorporation, as previously amended ("Certificate of
Incorporation"), with the Secretary of State of the State of Delaware, to effect
a reverse stock split of the Company's common stock, $0.01 par value per share
("Common Stock"), at a rate of 1-for-50 (the "Reverse Stock Split").
The Reverse Stock Split will be effective on December 12, 2022. The Common Stock
will be quoted on the OTCQB under the symbol "MITID" and will start trading on a
post-split basis on December 12, 2022. After 20 business days, the symbol will
change back to "MITI". The Company's post-reverse split Common Stock has new
CUSIP numbers, 60672T206, but the par value and all other terms of the Common
Stock were not affected by the Reverse Stock Split. No fractional shares will be
issued as a result of the Reverse Stock Split. In lieu thereof, fractional
shares were rounded up to the nearest whole share.
The Company's transfer agent, Transhare Corporation, is acting as exchange agent
for the Reverse Stock Split and will send instructions to stockholders of record
regarding the exchange of certificates of Common Stock.
As a result of the Reverse Stock Split, the number of shares of the Company's
Common Stock that may be purchased upon exercise of outstanding warrants,
options, or other securities convertible into, or exercisable or exchangeable
for, shares of our Common Stock, and the exercise or conversion prices for these
securities, have also be ratably adjusted in accordance with their terms.
The foregoing description of the Certificate of Amendment and the Reverse Stock
Split set forth above does not purport to be complete and is qualified in its
entirety by reference to the Certificate of Amendment. A copy of the Certificate
of Amendment is filed as Exhibit 3.1 hereto and incorporated herein by
reference.
Item 8.01 Other Events.
On December 9, 2022, the Company issued a press release announcing a reverse
stock split of its common stock at a ratio of 1-to-50. A copy of this press
release is filed herewith as Exhibit 99.1 and is incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
3.1 Certificate of Amendment to the
Certificate of Incorporation of the
Company, filed on November 18, 2022,
effective as of November 21, 2022
99.1 Press Release dated December 9,
2022
104 Cover Page Interactive Data File
(embedded within the Inline XBRL
document).
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