Mitesco, Inc. announced a private placement of 10% promissory note to individual lender Cliff Hagan for gross proceeds of $85,000 on September 9, 2022. The principal value of the note is $100,000. The notes have an interest rate of 10% per annum payable on a monthly basis.

The investors may not transfer or assign the note nor any right or obligation hereunder to any person or entity without the prior written consent of the borrower. The notes has the maturity date that is the earlier of December 10, 2022, or five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE. The aggregate amount payable at maturity will be $100,000 plus 10% of that amount plus any accrued and unpaid interest.

Following an event of default, as defined in the Hagan 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 Hagan Note contains a “most favored nations” clause that provides that, so long as the Hagan Note is outstanding, if the Company issues any new security, which Mr. Hagan reasonably believes contains a term that is more favorable than those in the Hagan Note, the Company shall notify Mr. Hagan of such term, and such term, at the option of Mr. Hagan, shall become a part of the Hagan Note. In addition, Mr. Hagan will be issued in the aggregate 41,000 shares of Common Stock as commitment shares.

The Hagan Note Commitment Shares are priced at $0.25.