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Mitesco (OTCQB: MITI) grants Series X stock and details TC/DC edge strategy

(Very High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • None.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Series X to each director 2,400 shares Series X Preferred shares issued as incentive bonus for first half of FY2026 to two directors, valued at $60,000 each
Equity award to CEO 4,800 shares Equity compensation to CEO for first half of FY2026, valued at $120,000
Series X to advisor 2,400 shares Series X Preferred shares to an advisor for acquisition assistance, total face value $60,000
Series X shares outstanding 63,703 shares Total 10% Series X Cumulative Redeemable Perpetual Preferred Stock outstanding after the reported issuances
Series X dividend rate 10% per annum Annual dividend on $25.00 per-share basis for Series X Preferred Stock
Series X liquidation preference $25.00 per share Liquidation preference for each share of Series X Preferred Stock
Series X voting power 400 votes per share Voting rights attached to each Series X Preferred share, giving holders over 59% voting control
Edge market 2034 projection $267.42 billion Projected global edge computing market size by 2034 with 34.10% CAGR
10% Series X Cumulative Redeemable Perpetual Preferred Stock financial
"the Company now has 63,703 shares of its 10% Series X Cumulative Redeemable Perpetual Preferred Stock"
liquidation preference financial
"a liquidation preference of $25.00 per share, and will not be subject to any sinking fund"
A liquidation preference is a rule that determines who gets paid first and how much they receive when a company is sold, goes bankrupt, or distributes its assets. It gives certain investors a priority claim—often returning their original investment plus any agreed multiple—before other owners receive money, which shapes how much common shareholders and founders ultimately get; think of it as a front-of-the-line pass that affects payout order and investor returns.
sinking fund financial
"will not be subject to any sinking fund or mandatory redemption and will remain outstanding"
A sinking fund is a dedicated pool of cash a company sets aside over time to repay a specific debt, replace an expensive asset, or meet a known future obligation. It matters to investors because it reduces the chance of a surprise default or emergency sale—think of it as a labeled savings jar that keeps a company prepared for a big bill—so it can improve creditworthiness and influence bond prices and payout flexibility.
edge computing technical
"expands into the $26 Billion Edge Computing Market with a Compact, Low-Power Solution"
Edge computing is a technology that processes data close to where it is generated, such as sensors or devices, rather than sending it all to a distant central location. This allows for faster decision-making and reduces delays, much like having a local office handle urgent matters instead of waiting for instructions from a main headquarters. For investors, it signifies improved efficiency and real-time insights, which can enhance the performance of technology-dependent industries.
managed services offering (MSO) technical
"will head up the network design and will implement the managed services offering (MSO) for key clients"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What new equity compensation did Mitesco (MITI) disclose for FY2026?

Mitesco disclosed equity awards for the first half of FY2026, 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, valued at $60,000 or $120,000 each.

What are the key terms of Mitesco (MITI) Series X Preferred Stock?

Mitesco’s Series X Preferred Stock carries a $0.01 par value, a $25.00 per-share liquidation preference, and a 10% annual dividend. Each share has 400 votes, ranks senior to all other common and preferred stock, and is cumulative, redeemable, and perpetual with no mandatory redemption.

How much control do Series X Preferred holders have at Mitesco (MITI)?

Each Series X Preferred share carries 400 votes, and holders currently have over 59% voting control of Mitesco’s stock. This voting structure gives Series X investors effective majority influence on matters submitted to shareholder vote.

What is Mitesco (MITI) planning with its new TC/DC edge computing platform?

Mitesco plans a compact, low-power TC/DC edge computing platform for residential, rural, and small-business sites. Prototype testing is expected in late Q3 fiscal 2026, with initial commercial deployments targeted for Q1 fiscal 2027 as part of its small-format data center strategy.

How large is the edge computing market Mitesco (MITI) is targeting?

Citing industry estimates, Mitesco notes the global edge computing market was $18.64 billion in 2025, is projected at $25.63 billion in 2026, and could reach $267.42 billion by 2034, reflecting a 34.10% CAGR over the forecast period.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 15, 2026

 

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.

 

Series X Preferred Stock issuances for compensation

 

On July 21, 2026 the Board of Directors by written consent agreed to make certain additions to its executive and Board compensation. The Company has agreed to issue 2,400 shares of its Series X Preferred stock whose total face value is $60,000 to two (2) of its Directors, each. The Company has also agree to issue 4,800 shares of its Series X Preferred shares to its CEO whose total face value is $120,000. Lastly, its has agreed to issue 2,400 shares of its Series X Preferred shares whose total face value $60,000 to an advisor to the Company for assistance on acquisitions.

 

As a result of these issuances the Company now has 63,703 shares of its 10% Series X Cumulative Redeemable Perpetual Preferred Stock (the “Series X Preferred Stock”) outstanding. The Series X Preferred Stock has a par value of $0.01 per share, no stated maturity, a liquidation preference of $25.00 per share, and will not be subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless the Company decides to redeem or otherwise repurchase the Series X Preferred Stock; the Series X Preferred Stock is not redeemable prior to November 4, 2020. The Series X Preferred Stock will rank senior to all classes of the Company’s common and preferred stock and accrues dividends at the rate of 10% per annum on $25.00 per share. The Company reserves the right to pay the dividends in shares of the Company’s common stock at a price equal to the average closing price over the five days prior to the date of the dividend declaration. Beginning in October 2024, the Company elected to use the closing stock price on the 15th of each month. Each one share of the Series X Preferred Stock is entitled to 400 votes on all matters submitted to a vote of our shareholders, and as of the date of this filing the holders of its Series X Preferred shares have over 59% voting control of the Company’s stock.

 

The securities described have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

  

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Series X Preferred Shares issued as incentive bonus for FY2026

 

As noted above, the Company has issued 2,400 shares of its Series X preferred stock to two (2) of its Directors as an incentive bonus for the first half of FY2026, valued at $60,000 for each. Also as noted above, the Company has issued 4,800 shares restricted common stock to its CEO as an incentive bonus for the first half of FY2026, valued at $120,000. These issuances are in addition to all other previously disclosed compensation arrangements.

 

Item 8.01 Other Events.

 

The Company issued a press release on July 15, 2026 discussing its edge computing strategy. A copy of the press release is included in Exhibit 99.1 of this filing. 

 

Item 9.01 Financial Statements and Exhibits

 

Exhibit No.   Description
99.1   Press Release dated June 30, 2026
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: July 21, 2026 MITESCO, INC.
     
  By:  /s/ Mack Leath
    Mack Leath
    Chairman and CEO

 

2

 

Exhibit 99.1

 

Mitesco’s Centcore Unit Expands into the $26 Billion Edge Computing Market with a Compact, Low-Power Solution

 

New hybrid platform delivers a small-footprint, energy-efficient option for residential, rural, and small-business deployments

 

VERO BEACH, Fla., July 15, 2026 (GLOBE NEWSWIRE) -- Mitesco, Inc. (OTCQB: MITI) (“Mitesco” or the “Company”) today announced the continued expansion of its small-format data center strategy through the development of a new edge computing services platform. The initiative features a distributed network of edge computing nodes specifically designed for deployment in residential, rural, and small-business environments. Branded as “TC/DC,” the platform leverages a compact, low-power, hybrid architecture intended to enable scalable and cost-efficient edge infrastructure in underserved markets. Prototype testing is expected to commence in the latter part of the third quarter of fiscal 2026, with initial field deployments targeted for the first quarter of fiscal 2027.

 

Brian Valania, CEO, explained the effort in this way: “We recognize the resistance in many communities to large-format data centers whose massive power needs may undermine the overall interests of the local population. We think a better alternative is a nationwide network of very small-format, low-power systems as nodes in a highly connected network configuration, generally following the approach known as ‘edge computing.’ We have been working on a design called the “TC/DC” for some time and think that system pricing and availability have settled at a level to make it viable in volume.”

 

When asked about timing, Valania said, “We expect to have our first demonstration units operating by late Q3 of fiscal 2026, with initial commercial deliveries targeted for Q1 of fiscal 2027. Subject to component availability and market adoption, we believe the TC/DC platform has the potential to scale to approximately 10,000 deployed units within 18 to 24 months.

 

The TC/DC architecture is differentiated by its compact footprint and low-power hybrid design, enabling deployment in locations that are typically inaccessible to traditional data center infrastructure. This includes residential properties, rural and remote sites, and small-business environments.”

 

Valania continued, “Our model transforms these locations into participants in a distributed edge computing network, creating opportunities for hosts to generate recurring revenue while also benefiting from dedicated, private computing resources. We believe this approach can significantly expand the addressable market for edge infrastructure while providing users with a cost-effective alternative to consumption-based cloud and AI token pricing models.”

 

“Another interesting potential market for these installations is public housing, where this sort of solution could provide access and perhaps incremental revenue to offset rising costs in the affordable housing segment,” added Valania.

 

As defined by industry experts, edge computing is the practice of processing and storing data closer to where it is generated, enabling faster response times, lower latency, and near real-time analytics. Rather than relying solely on centralized data centers, edge computing utilizes a distributed network of micro data centers that process and store data locally while seamlessly transmitting relevant information to cloud-based platforms for additional storage, analysis, and management. The global edge computing market size was valued at $18.64 billion in 2025 and is projected to grow from $25.63 billion in 2026 to $267.42 billion by 2034, exhibiting a CAGR of 34.10% during the forecast period. North America dominated the edge computing market with a market share of 35.70% in 2025. According to industry experts, 75% of data will be created outside central data centers by 2025.

 

See: https://www.fortunebusinessinsights.com/edge-computing-market-103760

 

When asked about its distribution strategy, Valania was quick to reference its own A.I. application software: “Interestingly we are especially well positioned to pursue residential installations through the potential user group for Robo-Agent, which is an enterprise-level solution to be used initially by residential real estate agents. This group, with over 1 million active participants, calls on homeowners every day and could use the incremental revenue from an installation of TC/DC to help a homeowner better qualify for a mortgage, or offset other costs of homeownership. We are also employing our potential Robo Agent user base to reach out to homebuilders that may see this as a value-add for their new homebuyers. Recently Pulte Homes announced a 100-home test of a new residential mini-data center in conjunction with Span, a startup providing power management solutions. Our approach is less obtrusive, is not hard-wired into a home, and requires no permits or special installation services; it is more like an appliance.”

 

See: https://www.realtor.com/news/trends/nvidia-pultegroup-span-date-center-backyard/

 

Centcore’s technical advisor, Glenn Kupsch, who operates Adaptive IT, Inc. (www.GetadaptiveIT.com), will head up the network design and will implement the managed services offering (MSO) for key clients. Brian Valania will drive the marketing and implementation for TC/DC products. The TC/DC will be available as a fully “hybrid,” battery-driven design, with multiple processor options from several vendors and packaging available for use inside the home, inside the garage, or in fully exterior locations.

 

 

 

 

About Mitesco, Inc.

 

Mitesco (OTC-QB: MITI) is a growth-oriented technology company focused on platforms that improve efficiency, access, and affordability. With deep experience in business transformation, the Company deploys capital toward both organic initiatives and strategic acquisitions that enhance shareholder value.

 

For inquiries, call 610.888.7509 or visit www.mitescoinc.com.

 

About Centcore, LLC

 

Centcore, a division of Mitesco, Inc., is the Company’s dedicated data center business unit. Centcore provides secure, scalable cloud services tailored to modern enterprise and public sector needs. Centcore is a trusted provider across industries, offering certified infrastructure and high-availability solutions.

 

For more information, visit www.centcoreusa.com.

 

About Vero Technology Ventures, LLC

 

Vero Technology Ventures is Mitesco’s venture arm investing in productivity-driven cloud technologies designed for business and government applications. Areas of focus include infrastructure, process automation, analytics, and data center tooling. Entrepreneurs seeking capital and collaboration are invited to connect at info@mitescoinc.com.

 

Forward-Looking Statements

 

This press release contains forward-looking statements, including but not limited to statements related to expansion into new operations, data center development, and software acquisition initiatives. Words such as expects, anticipates, aims, projects, intends, plans, believes, estimates, seeks, assumes, may, should, could, would, foresees, forecasts, predicts, targets, commitments, and similar expressions are intended to identify such forward-looking statements.

 

These forward-looking statements are based on the Company’s current plans, assumptions, beliefs, and expectations. Actual results may differ materially due to risks including financing availability, execution risk, litigation exposure, and other factors disclosed in the Company’s filings with the Securities and Exchange Commission, available at www.sec.gov.

 

Investor Contact:

 

Jimmy Caplan
jimmycaplan@me.com
(512) 329-9505

 

Company Contact:
Brian Valania
bvalania@centcoreusa.com
(610) 888-7509

 

 

 

Filing Exhibits & Attachments

4 documents