Welcome to our dedicated page for Mitesco SEC filings (Ticker: MITI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Mitesco, Inc. filings document a Nevada public company with technology operations centered on cloud infrastructure, data center services, and software initiatives. Form 8-K reports cover material agreements, bridge note financing, unregistered sales of equity securities, preferred-stock dividend payments, redemptions, and restricted common stock issuances.
The company's regulatory record also includes leadership and board changes, other-event disclosures for AI-based sales automation software, a Form S-1 registration statement, and a Form 12b-25 notice tied to an annual report delay. These filings describe capital structure, governance, financing terms, exemptions from registration, and reporting status.
Mitesco, Inc. (MITI) is reported to have 48,392,796 shares of Common Stock outstanding as of August 17, 2026. Brian Valania, the company’s Chief Executive Officer, Chief Financial Officer and a director, beneficially owns 3,421,078 shares of Common Stock, representing approximately 7.1% of the outstanding Common Stock, with sole voting and dispositive power.
Valania’s holdings were received as compensation for services, not purchased with personal or borrowed funds. They include 215,605 shares acquired July 29, 2024; 205,473 shares acquired July 10, 2026 at $0.08 per share; and 3,000,000 restricted shares acquired August 3, 2026 at $0.035 per share, with an aggregate stated value of $105,000. He also directly holds 7,200 shares of Series X Preferred Stock, each carrying 400 votes, which are disclosed for completeness but excluded from the 7.1% Common Stock ownership figure. The securities are restricted and subject to securities-law transfer limits, and Valania states he currently has no specific plans beyond actions in the ordinary course of his management roles.
Mitesco, Inc. (MITI) reported multiple board-approved equity grants to CEO and CFO Brian Valania. On 2026-08-03 he received a grant of 3,000,000 shares of Common Stock at $0.035 per share, which increased his direct common ownership to 3,421,078 shares. An earlier grant on 2026-07-21 added 221,078 common shares at $0.08 per share, and a 2024-07-29 grant added 200,000 common shares at $0.25 per share.
Valania also received Series X Preferred Stock awards: 2,400 shares on 2026-05-01 and 4,800 shares on 2026-07-10, bringing his direct holdings to 7,200 Series X preferred shares. Each Series X share has a $400 stated value and, as disclosed, has no conversion rights, is not exercisable, has no expiration date, and has no underlying common shares, so these preferred grants do not currently represent additional common equity.
Mitesco, Inc. (MITI) reported several capital structure and financing actions alongside strategic updates. The company entered an agreement with a Boca Raton consulting group for additional software development and will issue 1,000,000 shares of restricted common stock plus hourly fees as consideration. Holders of five 2025 Bridge Notes with an aggregate principal of $200,000 agreed to extend maturities, with $78,000 of notes extended to September 1, 2026 and the remainder to December 31, 2026.
With board consent and approval from a majority of Series A Preferred holders, Mitesco has suspended redemptions of its Series A Preferred shares and is negotiating a new structure targeted by September 30, 2026. The company also obtained new unregistered financing: $20,000 from historical investor AJB on existing terms, plus term notes of $100,000 from C/M and $60,000 from WVP, each with a 60‑day term, issued under Section 4(a)(2) exemptions.
Press releases describe the decision to cease Series A redemptions, citing a prior 4.9% ownership cap and over 5,000 retail shareholders, and outline strategy around Centcore’s TC/DC edge data center nodes, AI workload efficiency, and a potential longer-term path into the home automation and smart-power market, which is cited at roughly $114–$162 billion with double‑digit projected CAGR.
Mitesco, Inc. (MITI) reports very limited scale and a highly leveraged balance sheet for the quarter ended June 30, 2026. Total assets were $101,525, including $7,984 of cash, against total liabilities of $24.4 million, resulting in a stockholders’ deficit of $24.3 million. Current liabilities of $22.4 million far exceed current assets of $101,525, and the company discloses that these conditions, along with historic losses, raise substantial doubt about its ability to continue as a going concern.
Operations generated six-month revenue of $20,000, all from a completed software development contract, while the prior data center activities were exited in late 2025. The company recorded a net loss of $1.75 million for the first half of 2026, versus net income of $3.36 million a year earlier that was driven largely by a one-time derivative gain. Interest expense, preferred stock accretion and losses on Series A preferred settlements are significant. The capital structure includes $13.6 million present value of mandatory Series A preferred redemptions, $822,696 of derivative liabilities, legal settlement obligations of $3.51 million from former clinic leases, and multiple high-discount, convertible and bridge notes secured by substantially all assets. Management is attempting to pivot into smaller-footprint data centers (Centcore) and AI/software ventures (Vero Technology Ventures), and has arranged a $30 million equity line that was not yet utilized as of June 30, 2026.
Mitesco, Inc. notified regulators that it cannot file its Quarterly Report on Form 10-Q for the six months ended June 30, 2026 by the original deadline because its unaudited financial statements for that period are not yet finalized. The company states that it anticipates filing the Form 10-Q on or before the fifth calendar day following the prescribed due date, relying on the filing extension available under Form 12b-25.
Mitesco, Inc. reported that its board approved several unregistered issuances of restricted common stock, including advisory and compensation grants and an advisory agreement with Dawson James Securities. The authorizations cover shares to long-term shareholder supporters, developers of the Robo Agent software, Dawson James, Anglo Irish Management, LLC, and each board member, with related non-cash charges such as $108,500 for 3,100,000 shares to four software contributors and $315,000 for board awards. After these grants, the company expects to have approximately 47,000,000 shares outstanding.
Mitesco also outlined progress and plans in its Centcore data center and Vero Technology Ventures software businesses. Management is testing its Robo Agent AI platform with real estate agents and believes it can begin licensing in late fiscal 2026 at around $100 per user. It plans to place up to 10,000 TC/DC edge-computing units over 2–3 years, with initial units expected to cost about $10,000 each and locations paid $100 per month in rent. Management believes each unit could generate $2,000–$5,000 per unit in revenue and is exploring a royalty-based funding structure that it believes would not be dilutive to shareholders.
Mitesco, Inc. is registering for resale up to 106,548,245 shares of common stock by existing stockholders, with no shares sold by the company and no proceeds to it. The registered shares include 2,628,179 shares issued for cancellation of approximately $12.4 million of obligations, up to 86,262,000 shares underlying the mandatory redemption of Series A Amortizing Convertible Preferred Stock, 2,762,233 previously issued shares, and shares issuable upon conversion of 2025 and 2026 Bridge Notes.
Common stock outstanding was 20,940,597 shares as of June 30, 2026, and could rise to 127,488,842 shares if all Series A redemptions and Bridge Note conversions occur. Mitesco now operates as a holding company through Centcore (data center and cloud services) and Vero Technology Ventures (AI and cloud applications, including the planned “Robo Agent” product). Management has restructured about $26 million of legacy clinic-related obligations into common and Series A Preferred stock and issued multiple 10% Original Issue Discount Convertible Promissory Notes secured by all assets, generally convertible at $0.15 per share or a market-based discount.
As of March 31, 2026, Mitesco reported cash of approximately $1,500 and current liabilities of about $19.5 million, and its auditors and management note substantial doubt about its ability to continue as a going concern. The company highlights risks including potential severe dilution from Series A Preferred redemptions (up to 86,262,000 shares, described as over 90% dilution), reliance on additional capital, significant settlement and judgment obligations, cybersecurity threats, and extensive regulatory, financial, and competitive uncertainties.
Mitesco, Inc. reports issuing additional equity compensation, including 2,400 Series X Preferred shares to each of two directors, 4,800 shares to its CEO, and 2,400 Series X Preferred shares to an advisor, with stated values of $60,000 per director and advisor and $120,000 for the CEO. Following these awards, there are 63,703 shares of 10% Series X Cumulative Redeemable Perpetual Preferred Stock outstanding. This preferred stock has $0.01 par value, a $25.00 per-share liquidation preference, a 10% annual dividend, and carries 400 votes per share, giving Series X holders over 59% voting control. The securities are not registered under the Securities Act and rely on an exemption.
The company also outlines a strategic expansion of its Centcore unit into edge computing with a compact, low-power “TC/DC” small-format data center platform aimed at residential, rural, and small-business sites. Prototype testing is expected in late Q3 fiscal 2026, with initial commercial deployments targeted for Q1 fiscal 2027 and potential scaling to approximately 10,000 deployed units within 18–24 months. Management references industry estimates of the global edge computing market growing from $25.63 billion in 2026 to $267.42 billion by 2034.
Mitesco, Inc. is registering 106,548,245 shares of common stock for resale by existing securityholders, and will not receive proceeds from these sales. The shares include stock issued or issuable from debt restructuring, Series A Preferred redemptions and conversions of 2025–2026 Bridge Notes.
Only resale stockholders are selling; 20,940,597 shares were outstanding as of June 30, 2026. The filing details a major restructuring of over $30 million of historical obligations, substantial potential dilution from Series A Preferred redemptions, significant secured bridge financing, and a going concern warning due to losses and limited liquidity.