Item 3.02 Unregistered Sales of Equity Securities.

On March 31, 2021, Mitesco, Inc. (the "Company") completed the private offering previously reported on February 10, 2021 by issuing an aggregate of 6,672,000 shares of its restricted common stock to investors for $1,668,000 in proceeds pursuant to a Securities Purchase Agreement ("SPA"). The transaction was executed directly with the Company and no brokers, dealers or representatives were involved.

In addition, on March 29, 2021, the Company issued 300,000 shares of common stock as payment for services to be rendered for investor relations services having a value of $.2830 per share.

The shares of common stock issued pursuant to the SPA and to the investor relations services were issued in a transaction exempt from registration under the Securities Act of 1933 , as amended (the "Securities Act") in reliance on Section 4(a)(2) thereof. Accordingly, the shares of common stock have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.




Item 8.01 Other Events.




Engagement of MZ Group

On April 1, 2021, the Company issued a press release announcing the engagement of MZ Group to lead a comprehensive strategic investor relations and financial communications program designed to increase the Company's visibility throughout the investment community.

MZ Group, founded in 1996, is a global leader in investor relations and corporate communications and has offices in New York, Chicago, San Diego, Aliso Viejo, Austin, Minneapolis, Taipei and São Paulo.

A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Private Sale and Issuance Restricted Shares

The applicable information set forth in Item 3.02 of this Current Report on Form 8-K is incorporated by reference in this Item 8.01.

Item 9.01 Financial Statements and Exhibits.






Exhibit No.   Description
                Form of Securities Purchase Agreement (incorporated by reference to
   10.1       Exhibit 10.01 to the Current Report on Form 8-K (File No. 000-53601)
              filed with the SEC on February 10, 2021)
   99.1         Press release issued by Mitesco, Inc. on April 1, 2021

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