Attached files

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EX-99.1 - EXHIBIT 99.1 - Mitesco, Inc.ex_170944.htm
EX-10.01 - EXHIBIT 10.01 - Mitesco, Inc.ex_170943.htm


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 


 

FORM 8-K/A

 


 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): January 21, 2020

 

TRUE NATURE HOLDING, INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

000-53601

 

87-0496850

(State or other jurisdiction of

incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

7535 East Hampden Avenue, Ste. 400

Denver, Colorado 80231

(Address of principal executive offices) (Zip Code)

 

(844) 383-8689
(Registrant's telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

N/A

 

N/A

 

N/A

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Compensatory Arrangements

Mr. Ron Riewold has served as the Chairman of the Board of Directors since December 2018. He has entered into a new Directors Advisors Advisory Agreement as of January 21, 2020 which will supersede any previous agreements. The agreement calls for a stipend of $5,000 per month (The same $5,000 in a month when there is a physical meeting of the Board of Directors). The compensation also includes a potential bonus award should a certain financing agreement be consummated with the Company. A copy of Mr. Riewold’s Directors Advisory Agreement is attached to this filing as Exhibit 10.01.

 

Item 7.01

Regulation FD Disclosure.

 

Beginning on January 31, 2020, the Company plans to make a series of investor presentations (the “Investor Presentation”), a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Company intends to use the Investor Presentation from time to time in connection with presentations to potential investors and others. The Investor Presentation and this Current Report on Form 8-k will be included on our website www.truenatureholdings.com, although we reserve the right to discontinue that availability at any time.

 

By filing this Current Report on Form 8-K and furnishing the information contained herein, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD.

 

The information in the Investor Presentation is summary information that is intended to be considered in the context of the Company’s Securities and Exchange Commission (“SEC”) filings and other public announcements that the Company may make by press release or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC through press release or other public disclosure

 

The information presented in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 is being furnished and shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise be subject to the liabilities of that section, nor is it incorporated by reference into any filing of True Nature Holdings, Inc. under the Securities Act of 1933, or the Securities Exchange Act of 1934, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

Item 8.01

Other Items.

 

The Company has established a new headquarters site in Denver, Colorado located at 7535 East Hampden Avenue, Ste. 400. Denver, Colorado 80231. Its phone number is 844-383-8689 and its corporate web site is mitescoinc.com. It has also formed a new wholly owned subsidiary entity to hold its North American operations, Mitesco N.A. LLC, and new corporate entity in Dublin, Ireland, Acelerar Healthcare Holdings, Limited.

 

Item 9.01

Financial Statements and Exhibits.

 

Exhibit No.

 

Description

10.01

 

Directors Advisory Agreement dated January 21, 2020 for Ron Riewold

99.1

 

Investors Presentation dated January 27, 2020

 

 

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

TRUE NATURE HOLDING, INC.

 

 

 

Date: January 31, 2020

By: 

/s/ Julie R. Smith

 

 

Julie R. Smith

 

 

President, Chief Operating Officer

 

 

 

 

 

 

 

By:

/s/ Lawrence Diamond

 

 

Lawrence Diamond

 

 

Chief Executive Officer and Interim Chief Financial Officer