Lindstrom Ingrid Jenny 4
4 · Mitesco, Inc. · Filed Oct 27, 2021
Insider Transaction Report
Form 4
Mitesco, Inc.MITI
Lindstrom Ingrid Jenny
Chief Legal Officer
Transactions
- Purchase
Series D Convertible Preferred Stock
2021-10-18+25,000→ 25,000 total→ Common Stock (105,000 underlying) - Purchase
Series A Warrant to purchase Common Stock
2021-10-18+25,000→ 52,500 totalExercise: $0.50From: 2022-04-18Exp: 2026-10-18→ Common Stock (52,500 underlying) - Purchase
Series B Warrant to purchase Common Stock
2021-10-18+25,000→ 52,500 totalExercise: $0.75From: 2022-04-18Exp: 2026-10-18→ Common Stock (52,500 underlying)
Footnotes (5)
- [F1]The Series D Convertible Preferred Stock (the "Series D Preferred") ranks senior to all other preferred stock of the Issuer except in relation to the Issuer's Series X Cumulative Redeemable Perpetual Preferred Stock and the Series C Convertible Preferred Stock, which ranks pari passu to the Series D Preferred, with respect to the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Issuer. The Series D Preferred accrues dividends on a quarterly basis in arrears, at the rate of 6% per annum plus accrued and unpaid dividends.
- [F2]The number of shares of common Stock of the Issuer, par value $0.01 per share (the "Common Stock") issuable upon the conversion of each share of Series D Preferred Stock is calculated by dividing the Conversion Amount (defined in the COD as the Stated Value, $1.05 per share, plus accrued and unpaid dividends) by the $0.25 conversion price (the "Conversion Price"). The shares of Series D Preferred Stock may, at any time, at the option of the holder, be converted into fully paid and non-assessable shares of Common Stock.
- [F3]The securities were issued to Ms. Lindstrom in a private placement offering (the "Offering") pursuant to a securities purchase agreement, dated October 18, 2021, by and between the Issuer and Ms. Lindstrom, whereby the Issuer sold to Ms. Lindstrom, for a purchase price of $25,000.00, 25,000 units (the "Units"), with each Unit consisting of (a) one share of Series D Preferred Stock, (b) one warrant (the "Series A Warrants") to purchase 2.1 shares of Common Stock at a purchase price of $0.50 per whole share of Common Stock, and (c) one warrant (the "Series B Warrants") to purchase 2.1 shares of Common Stock at a purchase price of $0.75 per whole share.
- [F4]Each Series A Warrant represents the right to purchase 2.1 shares of Common Stock at an exercise price of $0.50 per share and was issued as part of the Offering by the Issuer. The Series A Warrants are exercisable only for whole numbers of shares of Common Stock.
- [F5]Each Series B Warrant represents the right to purchase 2.1 shares of Common Stock at an exercise price of $0.75 per share and was issued as part of the Offering by the Issuer. The Series B Warrants are exercisable only for whole numbers of shares of Common Stock.