Mitesco, Inc. SEC Filings

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.

Mitesco, Inc. entered into an equity line of credit that allows it to draw up to $30 million over up to 36 months from a longtime institutional investor. The stock issued under the facility is generally priced at a 10% discount to market and carries a 2% fee on the maximum funding.

The company plans to use the capital for technology-focused acquisitions, growth initiatives, and potentially retiring bridge and legacy healthcare-related obligations. Mitesco also issued 454,052 restricted shares as dividends on Series X Preferred stock, 3,698,147 shares to redeem about $203,000 of Series A Preferred, and additional restricted shares for consulting services and management incentives.

Mitesco, Inc. entered into $225,000 of 2026 bridge convertible promissory notes with two historical investors, providing short-term financing with a 10% original issue discount and 10% interest, maturing 12 months from issuance.

The notes are convertible into common stock at $0.15 per share, potentially increasing the share count if investors elect to convert. Mitesco also signed a non-binding term sheet for a potential $30 million equity line of credit facility, which would be used at the company’s discretion and carries a 2% fee secured by a promissory note.

Separately, the company’s Vero Technology Ventures division announced the RoboAgent Test Bed Team, bringing real estate and coaching professionals together to refine its AI-powered real estate productivity platform, RoboAgent, ahead of broader commercialization.

Mitesco, Inc. reported a net loss of $777,289 for the quarter ended March 31, 2026, reversing a prior-year profit that was driven by a large non-cash derivative gain. Quarterly revenue was $0, down from $17,000, as Centcore data center operations were paused.

Cash was only $1,533 against total liabilities of $23,923,376, resulting in a stockholders’ deficit of $23,891,947. Current liabilities of about $19.5M include notes payable, convertible debt, legal settlements and an SBA loan, while a Series A preferred stock liability totals $13.7M on a present value basis.

Management disclosed substantial doubt about the company’s ability to continue as a going concern, citing minimal cash, large obligations and the need for additional capital. The company is pivoting to data center services and artificial intelligence software, spending $103,533 on research and development and funding operations with new convertible bridge notes.

Mitesco, Inc. notified the SEC that it could not timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2026 because the company has not finalized the unaudited financial statements for that period. The company expects to file the Form 10-Q on or before the fifth calendar day following the prescribed due date.

Mitesco, Inc. entered into new financing and equity arrangements and outlined potential acquisition costs. The company received a $50,000 10% Original Issue Discount Convertible Promissory Note due in 12 months, with total repayment of $55,000 and an option to convert at $0.15 per share.

The Board reported additional issuances of Series X Preferred Stock, bringing the total outstanding to 51,703 shares with 10% annual dividends and “super” voting rights of 400 votes per share. It also approved a stock option plan to be registered on Form S-8, allowing up to 5 million shares with option exercise prices set at 115% of the closing price at issuance.

Mitesco engaged an advisory firm to evaluate a potential acquisition, expecting up to $20,000 in valuation fees and potentially $150,000 in total professional expenses during Q2 FY2026 if it proceeds, while cautioning there is no assurance a transaction or related financing will be completed.

Mitesco, Inc. director and CEO Brian Valania reported an initial holding of 200,000 shares of Mitesco Inc restricted common stock. According to a footnote, these 200,000 shares were acquired as compensation under a consulting agreement dated July 29, 2024, at a price of $0.25 per share.