STOCK TITAN
  1. Home
  2. Sec-filings
  3. MITI
  4. [8-K] Mitesco, Inc. Reports Material Event

Mitesco, Inc. (OTCQB: MITI) issues stock and outlines edge computing push

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • None.

Filing Explained

The company entered an advisory agreement with Dawson James Securities and authorized 1,000,000 restricted common shares as its current consideration; additional fees may depend on future financing, mergers, or other activities. Issuing the shares would increase the share count and reduce existing holders’ percentage ownership absent offsetting changes.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
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.
Robo Agent developer grant 3,100,000 shares Aggregate restricted common stock authorized for four individuals responsible for the Robo Agent application, with an expense of $108,500 at $0.035 per share.
Board compensation grant 3,000,000 shares Restricted common stock awarded to each member of the board of directors as compensation, totaling $315,000 based on a $0.035 share price.
Anglo Irish grant 3,000,000 shares Restricted common stock issued to Anglo Irish Management, LLC for consulting and advisory services, with a charge of $105,000 at $0.035 per share.
Dawson James advisory shares 1,000,000 shares Restricted common stock to be issued to Dawson James Securities under an advisory agreement, with an associated expense of $35,000.
Shares outstanding post-issuance 47,000,000 shares Approximate common shares expected to be outstanding when all authorized restricted stock issuances have been completed.
Planned TC/DC units 10,000 units Management’s plan to place up to 10,000 TC/DC edge computing units over 2–3 years using its real estate agent user base.
Homeowner rent per TC/DC $100 per month Planned monthly rent per TC/DC location for space and basic 110v power in the edge computing network.
Initial TC/DC unit cost $10,000 per unit Estimated initial cost per TC/DC edge computing unit, which management expects to decline with higher production volume.
restricted common stock financial
"issuance of 3,000,000 shares of restricted common stock to Anglo Irish Management"
Restricted common stock is company shares that carry limits on selling or transferring for a set period or until certain conditions are met, like time-based vesting or regulatory clearance. Think of them as shares in a locked box that gradually open; they can become freely tradable later but initially reduce the number of shares available on the market. Investors watch restricted stock because its eventual release can change a company’s share supply, affect stock price, and influence control and dilution.
edge computing technical
"the new data center effort is focused on edge computing and is moving forward"
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.
colocation agreement technical
"initially entered the market through a colocation agreement with a data center facility"
royalty payment approach financial
"a pool approach with debt at the subsidiary level, and a royalty payment approach with 10% of sales"
forward-looking statements regulatory
"This press release contains forward-looking statements, including but not limited to statements related to expansion"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
master license financial
"revenue will come from a master license with a large-scale user where $100/user is the retail charge"

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Understanding 8-K Material Events →

FAQ

What equity issuances did Mitesco (MITI) disclose in the July 2026 filing?
Mitesco’s board approved multiple unregistered restricted stock grants, including gifts described as 1,000,000 shares to five long-term shareholder advisors with $175,000 aggregate expense, 3,100,000 shares to four Robo Agent developers, 3,000,000 shares to Anglo Irish Management, and 3,000,000 shares to each director.

What are the terms of Mitesco (MITI)’s advisory agreement with Dawson James Securities?
Mitesco entered an Advisory Agreement with Dawson James Securities to assist with mergers, financing, and corporate structuring. As current consideration, Dawson James is to receive 1,000,000 shares of restricted common stock valued at $35,000, with potential additional fees if specific activities are successful.

How will these stock issuances affect Mitesco (MITI)’s share count?
After completing the authorized restricted stock issuances, Mitesco expects to have approximately 47,000,000 shares of common stock outstanding. The grants include awards to advisors, software developers, Anglo Irish Management, Dawson James Securities, and each member of the board of directors.

What commercialization timeline did Mitesco (MITI) outline for its Robo Agent AI platform?
Management stated that Robo Agent is in testing with a small group of agents and believes it can achieve its first licensing in Q4 FY2026, with a full production rollout in late FY2026 and a planned retail charge of about $100 per user under a master license model.

What are Mitesco (MITI)’s plans for its TC/DC edge computing network?
Mitesco plans to deploy up to 10,000 TC/DC modular edge data center units over 2–3 years, paying locations about $100 per month in rent. Initial units are expected to cost around $10,000 each, with management targeting $2,000–$5,000 in revenue per unit.

How does Mitesco (MITI) plan to finance its TC/DC edge computing rollout?
Management is exploring a “pool” structure with debt at the subsidiary level and a royalty payment of 10% of sales until investors recover 100%, then 5% until 150% is recovered. It believes the approach would not be dilutive to shareholders, with payout estimated at 24–30 months.
false 0000802257 0000802257 2026-07-28 2026-07-28 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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 28, 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 1.01 Entry into a Material Definitive Agreement.

 

The Company has entered into an Advisory Agreement with Dawson James Securities allowing them to assist on certain mergers, financing and corporate structuring. The are to receive an issuance of 1,000,000 shares of restricted common stock as consideration, and other fees in the future if successful in specific areas. Only the stock issuance is the consideration at this time. A form of the agreement is included herein as Exhibit 10.1.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

The Board of Directors has authorized the issuance of shares of restricted common stock as follows:

 

A)The Board of Directors has authorized the issuance of 1,000,000 shares of restricted common stock to five (5) individuals who have been advising the Company for over five (5) years each. These are shareholders who have communicated with the team as the Company has undertaken its restructuring, in regularly, some cases daily. These shares are deemed to be a gift, not compensation and not related to any consulting or other activity. The support from this group of unrelated individuals has been critical to the success and with this action the Board sends their thanks. The Company will take a charge of $35,000 for each of the issuances based on closing price on the date of the issuance, $175,000 in total;
B)The Board of Directors has authorized the issuance of a total of 3,100,000 in aggregate to four (4) individuals who are responsible for its new Robo Agent software application. This issuance, along with smaller previous issuances, will bring the total holdings for each individual to 1,000,000 shares each. The shares are deemed compensation and will result in a charge of $108,500, using a price per share of $.035, the closing price on the date of the issuance;
C)The Board of Directors has authorized the execution of an Advisory Agreement with Dawson James Securities, and with that the issuance of 1,000,000 shares of restricted common stock as compensation. Additional compensation may be earned under the Agreement based on funding, mergers, or other activities. All amounts are within the normal and customary amounts seen in the industry. The expense associated with this issuance is $35,000, no further expense is incurred at this time;
D)The Board of Directors has authorized the issuance of 3,000,000 shares of restricted common stock to Anglo Irish Management, LLC, who has provided consulting and advisory services to the Board of Directors for over 10 years as compensation. The charge for this issuance will be $105,000 using a closing price of $.035 per share;
E)The Board of Directors has awarded each of the members of the Board of Directors 3,000,000 shares of restricted common stock as compensation, at a cost of $105,000 each using a closing price of $.035 per share, at total of $315,000.

 

As a result of these issuances there will be approximately 47,000,000 shares outstanding when all the shares are issued.

 

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.

 

The Board of Directors has awarded each of the members of the Board of Directors 3,000,000 shares of restricted common stock as compensation, at a cost of $105,000 each using a closing price of $.035 per share, at total of $315,000.

 

Item 8.01 Other Events.

 

The Company issued a press release on July 28, 2026 discussing its overall 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

10.1

  

Form of Advisory Agreement with Dawson James

99.1   Press Release dated July 28, 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: August 4, 2026 MITESCO, INC.
     
  By: /s/ Mack Leath
    Mack Leath
    Chairman and CEO

 

2

Exhibit 99.1

 

Mitesco Provides Business Update on Ai Software, Edge Computing and Strategic Growth Initiatives

 

VERO BEACH, Fla., July 28, 2026 (GLOBE NEWSWIRE) – Mitesco, Inc. (OTCQB: MITI) (“Mitesco” or the “Company”) today announced progress across its artificial intelligence software, distributed edge computing, and strategic growth initiatives as the Company continues to execute its long-term business plan and evaluate strategic acquisition opportunities.

 

The Company currently operates through two primary business segments: its data center subsidiary, Centcore, and its software development division, Vero Technology Ventures (VTV).

 

Centcore initially entered the market through a colocation agreement with a data center facility in Melbourne, Florida. However, the Company exited that arrangement in late 2025 due to operating costs that were no longer competitive within the evolving market environment. In the first quarter of fiscal 2026, Centcore announced a strategic focus on developing and operating smaller-footprint data centers, generally targeting facilities of approximately 10,000 square feet. Building on that strategy, the Company recently unveiled plans to deploy an edge computing network utilizing its proprietary TC/DC modular data center node design, which is intended for residential, rural, and office-based deployments.

 

Vero Technology Ventures’ operations are centered on the development and commercialization of software and artificial intelligence solutions. Its flagship AI platform, Robo Agent, is designed to enhance sales productivity and workflow automation, with its initial market focus on the residential real estate sector and future expansion planned into financial services and related industries.

 

In addition, VTV has developed Sportzfolio, a digital marketplace platform for the listing, marketing, and sale of sports-related properties and facilities. The platform supports a wide range of assets, including pickleball, golf, tennis, youth activity, and other specialized recreational properties. Sportzfolio is currently operational and features a user experience and property search functionality similar to leading online real estate marketplaces.

 

VTV: Near-term software efforts

 

Brian Valania, CEO, explained, “While neither application is generating revenue yet, the Robo Agent initial prototype is in testing with a small group of agents with varying levels of experience and technical skills. Management believes it will be able to create its first licensing in Q4 FY2026 as it rolls out its full production version in late FY2026. It is intended only to be licensed to major players, of which most are publicly held companies. The smaller players in the industry will be sold and supported by third parties who specialize in supporting that segment of the marketplace. We expect that revenue will come from a master license with a large-scale user where $100/user is the retail charge, and a percentage of that will go to the master user to administer the user account, leaving significant net revenue per user to the Company, without the cost for individual support.”

 

The project has been strongly influenced by executives at one of the largest publicly held brokerages, who employs over 84,000 agents. The software will be running exclusively on the Company’s Centcore Data Center platform. Further, management believes the same user base can be engaged to deploy the new TC/DC edge computing platform aimed at residential and rural installations.

 

Near term data center activities

 

Valania opened the data center discussion by saying “the new data center effort is focused on edge computing and is moving forward with a small engineering group set to build the first units and establish standards for the larger scale assembly effort. An executive with extensive data center operations is heading the project and has been working with the Company on the design of the application software for managing the network and allocation of tasks. Management is highly confident in its plan to place up to 10,000 units over 2 – 3 years using its real estate agent user base to place units at residential sites, including owners of public housing, with larger installations on ranch and rural properties, and sparsely used areas such as golf courses and schools. As currently planned, each location would be paid $100 per month in the form of “rent” for space and basic 110v power, and we think a private, partitioned AI server service might be included. Since the TC/DC is powered by batteries, it is anticipated that the power requirement is quite modest, not different than any other household appliance.”

 

The Company intends to deploy three (3) models of the TC/DC, one with (2) processors, one with (5) processors and one with (10) processors. While the initial design is contemplated using Apple’s A5 processors, it expects a second vendor version as well, likely with processors from AMD, or a similar provider. Since the whole concept is low power consumption, the evaluation of “tokens per kWh” is a key factor. (A token is the measurement of computing resources used in AI operations.) The unit resembles a conventional trash can (hence the “TC” in the name) with versions intended for inside a garage, fully weatherproofed for outdoor settings, and a version to go inside of a home. The internet connection may be made by satellite (i.e. Starlink), conventional internet (Comcast, etc.) or a private 5G radio link. The battery systems will be recharged by 110v or in some cases solar panels.

 

Pulte Homes recently announced a prototype effort in a similar vein, though much more expensive and complicated than the TC/DC design.

 

https://que.com/nvidia-pulte-help-startup-deploy-mini-data-centers-in-homes/

 

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

 

The Company is currently working through its corporate real estate brokerage connections to explore similar relationships with other large-scale production home builders, and regional builders. Also, with its larger relationships, it is evaluating certain rural applications where a barn or utility building might house multiple units with significant “off grid” power from solar panels.

 

The initial units are expected to cost around $10,000 each, dropping on volume over time. After operating costs (rent to homeowner, internet access, etc.) management believes it can average up to $2,000 per unit in revenue on the low side, up to $5,000 in certain specific applications. Valania commented, “with a 6-month payback the potential margins may be significant. Beyond its own user group, the Company intends to offer bandwidth to other users of scale, where they would either contract to include managed services provisions (MSP), or perhaps run the network partition from their own control center.”

 

To fund this build out the Company is exploring a “pool” approach with debt at the subsidiary level, and a royalty payment approach with 10% of sales until the investment is 100% recovered, then 5% royalty until a total of 150% is recovered. Based on the current plan, that payout would be around 24 to 30 months and would not be dilutive to its shareholders.

 

ABOUT MITESCO, INC.

 

Mitesco (OTCQB: 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.

 

 

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, artificial intelligence, automation, 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.

 

This press release does not constitute an offer to sell or a solicitation of an offer to buy the Company’s securities in this offering, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

 

Investor Contact:

 

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

Company Contact:

 

Brian Valania
Chief Executive Officer and Chief Financial Officer
Mitesco, Inc.
bvalania@centcoreusa.com
(610) 888-7509

 

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Press Releases

Agreements & Contracts

Other Documents