Item 1.01 Entry into a Material Definitive Agreement.

Mitesco, Inc., a Delaware corporation (the "Company") and Spartan Capital Securities LLC ("Spartan") entered into an advisory agreement (the "Agreement") dated January 12, 2023 purusant to which Spartan will act as exclusive financial advisor in providing general financial advisory services to the Company. In consideration for the financial advisory services to be rendered thereunder, the Company will issue to Spartan 150,000 restricted common shares of the Company ("Common Stock"). In addition, the Company will issue to Spartan an additional 50,000 Common Stock within three business days of completion of a gross raise of at least $2,000,000. The shares of Common Stock will have piggyback registration rights and the same rights afforded other holders of the Company's Common Stock. The Common Stock was issued pursuant to Section 4(a)(2) of the Securities Act and applicable state securities law exemptions based on the representations of Spartan. The Common Stock issued under the Agreement are "restricted securities" as defined in Rule 144 of the Securities Act.

The foregoing description of the Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the Agreement. A copy of the Agreement is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 3.02.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits



Exhibit No.   Description
10.1            Advisory Agreement between Mitesco,
              Inc. and Spartan Capital Securities
              LLC, dated January 12, 2023.
104           Cover Page Interactive Data File
              (embedded within the Inline XBRL
              document).

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