Mitesco (MITI) boosts share count as it redeems and reworks preferred stock

Rhea-AI Filing Summary

Mitesco, Inc. reports multiple unregistered issuances of equity tied to preferred stock obligations and consultant compensation. The company paid Q3 FY2025 dividends on its Series X Preferred Stock, which has 42,103 shares outstanding with a total face value of $1,052,575 and a 10% annual rate, by issuing 99,338 restricted common shares to several holders.

During Q3, Mitesco redeemed $257,700 of its Series A Amortizing Convertible Preferred Stock by issuing 2,025,910 common shares under terms that allow cash or stock redemptions and include a 4.9% ownership cap per holder. This reduced the remaining stated value of the Series A Preferred Stock to $13,591,200, and the company is in discussions with holders about changing or possibly eliminating this class before December 31, 2025.

The company also issued 725,000 restricted common shares to four consultants, including its CTO, as consideration for software development work on its Robo Agent application. All equity issuances were made to accredited investors in private offerings, and total common shares outstanding after these transactions are approximately 14,593,055.

Positive

• None.

Negative

• Significant share dilution and large preferred overhang: Roughly 2.85 million new shares issued in Q3 FY2025 for preferred dividends, Series A redemptions, and consultant compensation, while $13,591,200 of Series A Preferred Stock remains outstanding and potentially convertible or redeemable into additional common shares.

Insights

Capital structure and dilution analyst

Mitesco uses stock for obligations and services, creating notable dilution while still carrying a large preferred overhang.

Mitesco is servicing both its Series X and Series A preferred stock largely with common shares. In Q3 FY2025, it paid Series X dividends by issuing 99,338 restricted common shares and redeemed $257,700 of Series A Preferred Stock through 2,025,910 shares, while also issuing 725,000 shares to consultants working on the Robo Agent software.

These actions reduced the Series A Preferred Stock balance to $13,591,200, indicating a substantial remaining senior security that can convert or be redeemed into additional common stock. The ownership cap of 4.9% per holder limits any single investor’s stake but spreads issuance over more time and potentially more holders.

After these issuances, total common shares outstanding are approximately 14,593,055, showing that stock-based payments and preferred redemptions are meaningfully expanding the share count. The company states it is in discussions to change or possibly eliminate the Series A Preferred Stock before December 31, 2025, so future disclosures will clarify how much of this overhang remains and how it is addressed.

true Amendment No.1 to Form 8-K 0000802257 0000802257 2025-09-18 2025-09-18 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 18, 2025

MITESCO, INC.

(Exact Name of Registrant as Specified in Charter)

Nevada		000-53601		87-0496850
(State or another jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

505 Beachland Blvd., Suite 1377
Vero Beach, Florida 32963

(Address of principal executive offices) (Zip Code)

(844) 383-8689

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.02 Unregistered Sales of Equity Securities.

The Company issued these shares to accredited Institutional investors in a transaction not involving a public offering pursuant to section 4(a)(2) of the United States Securities Act of 1933, as amended. 

Series X Preferred Stock dividend payments in Q3 FY2025

The Company has 42,103 shares of its Series X Preferred stock whose total face value is $1,052,575, and which bears interest at 10% annually. The interest can be paid through the issuance of restricted common stock priced using the closing price per share on the 15^th of each month. The Company has issued a total of 99,338 shares of restricted common stock for the payment of its dividends on its Series X Preferred shares for Q3 FY2025. The issuances were as follows: Leath – 8,787 shares, Balencic – 8,787 shares, Mitchell – 8,787, Clifton – 2,941shares, Anglo Irish – 70,035 shares.

Series A Preferred Stock redemptions during Q3 FY2025 

As a part of its FY2024 Restructuring Plan the Company issued to certain holders of its notes and other securities a newly created a new Series A Amortizing Convertible Preferred Stock (the “Series A Shares” or “Series A Preferred Stock”) whose stated value is $25 per share. The Series A Shares may be converted into shares of common stock by dividing the stated value by $4.00 (the “Conversion Price”). The Series A Shares may be converted at the option of the holder at any time, or mandatorily by the Company if certain conditions set forth in the certificate of designation are met. As stipulated in the certificate of designation, unless converted, shares of Series A Preferred Stock will be redeemed by the Company, using common stock, or cash, 1/36^th of the remaining amounts monthly beginning in January 2025. The cash redemption shall be 105% of the original price of the Series A Preferred Stock (as adjusted) and common stock redemption shall be at a 10% discount to the average of the five lowest closing prices over a 30-trading day period.  The Company intends to accrue the redemption shares monthly and issue any shares to be used thereunder quarterly to reduce its expense. Each of the holders has agreed not to hold at any point in time more than 4.9% of the Company’s common stock, which has served to reduce the rate of redemption for the Series X Preferred shares.

The Company issued a total of 2,025,910 shares in redemption of $257,700 of its Series A Preferred Stock during Q3. The issuances were as follows: Pinz Capital – 150,849 shares, GS Capital – 330,000 shares (reduced from allowable to stay under 5% in total holdings), Jefferson Street – 95,062 shares, AJB – 725,000 shares (reduced from allowable to stay under 5% in total holdings), Cavalry/Mercer/CM – 725,000 shares in aggregate (reduced from allowable to stay under 5% total holdings). These issuances resulted in the reduction of Series A Preferred stock of $257,700, and the remaining outstanding value, after giving effect to these issuances of the Series A Preferred shares, is $13,591,200. The Company is in discussions with the holders of the Series A Preferred shares regarding a change in the terms, or total elimination of, the Series A Preferred stock and it is expected that such changes may be implemented before December 31, 2025.

Software Development Team Issuances

The Company has issued a total of 725,000 shares of restricted common stock to four (4) consultants who are involved with the development of its Robo Agent software application as consideration for their services, including 200,000 previously disclosed to its new Chief Technology Officer (CTO). These shares are in addition to other cash compensation and future performance payments based on the success of the Robo Agent sales. Given the modest cash component of the consideration for each of the participants, the Company determined that participation in the common stock of the Company was a necessary incentive to attract and keep well qualified individuals. These shares of restricted stock were issued to accredited investors in a transaction not involving a public offering pursuant to Regulation D of the United States Securities Act of 1933, as amended. As a result of these issuances, the total number of shares outstanding after these issuances is approximately 14,593,055.

Item 8.01 Other Events.

On September 18, 2025, the Company issued a press release which provided an update on its expansion plans and forward-looking events. A copy of the press release is attached herein as Exhibit 99.1

Item 9.01 Financial Statements and Exhibits.

Exhibits		Description
99.1		Press Release dated September 18, 2025
104		Cover Page Interactive Data File (formatted as Inline XBRL)

1

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 23, 2025	MITESCO, INC.
	By:	/s/ Mack Leath
		Mack Leath
		Chairman and CEO

2

FAQ

What equity transactions did Mitesco (MITI) disclose for Q3 FY2025?

Mitesco disclosed unregistered issuances of restricted common stock to pay Series X Preferred Stock dividends, redeem a portion of its Series A Preferred Stock, and compensate consultants working on its Robo Agent software application.

How did Mitesco (MITI) pay dividends on its Series X Preferred Stock in Q3 FY2025?

Mitesco has 42,103 Series X Preferred shares with a total face value of $1,052,575 bearing 10% annual interest. For Q3 FY2025, it paid dividends by issuing 99,338 restricted common shares to several holders, using the closing price on the 15th of each month to determine share amounts.

What changes occurred to Mitesco’s Series A Preferred Stock during Q3 FY2025?

During Q3, Mitesco redeemed $257,700 of its Series A Amortizing Convertible Preferred Stock by issuing 2,025,910 common shares. After these redemptions, the remaining stated value of the Series A Preferred Stock is $13,591,200, and the company is in discussions with holders about changing or possibly eliminating this security.

What ownership limits apply to holders of Mitesco’s Series A Preferred Stock?

Each holder of Mitesco’s Series A Preferred Stock has agreed not to hold more than 4.9% of the company’s common stock at any point in time, which has influenced the rate and size of share redemptions for preferred stock.

How many shares did Mitesco (MITI) issue to consultants for software development?

Mitesco issued a total of 725,000 restricted common shares to four consultants involved in developing its Robo Agent software, including 200,000 shares previously disclosed as granted to its Chief Technology Officer, as part of their compensation.

What is Mitesco’s total common shares outstanding after these Q3 FY2025 issuances?

Following the Q3 FY2025 equity issuances for preferred dividends, Series A redemptions, and consultant compensation, Mitesco reports that it has approximately 14,593,055 common shares outstanding.

What additional information did Mitesco (MITI) provide under Other Events?

Mitesco stated that on September 18, 2025, it issued a press release updating its expansion plans and forward-looking events, which is attached as Exhibit 99.1.