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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): June 29, 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.
| ● | On June 28, 2026, Mitesco,
Inc., a Nevada corporation (the “Company”) entered into a Common Stock Purchase Agreement (the “Purchase Agreement”)
and a Registration Rights Agreement (the “Registration Rights Agreement”) with an institutional investor (the “Investor”),
pursuant to which the Investor is committed to purchase up to $30MM dollars of shares of the Company’s (the “Total Purchase
Committment”). |
| ● | In
consideration for the Investor’s commitment to purchase shares of common stock under the Purchase Agreement, the Company has issused
to the Investor aConvertilble Promissory Note in the amount of $600,000 (the “Committment Note”). Under the terms and subject
to the conditions of the Purchase Agreement, the Company has the right, but not the obligation, to sell to the Investor, and the Investor
is obligated to purchase, shares of common stock in an amount up to the Total Purchase Committment. Sales under the Purchase Agreement
will not commence until all of the conditions set forth in the Purchase Agreement have been satisfied, including that the Registration
Statement is declared effective by the Securities and Exchange Commission (the “SEC”) and the final Prospectus in connection
therewith is filed. |
| ● | Thereafter, the Company
may, subject to the satisfaction of certain additional conditions set forth in the Purchase Agreement, from time to time and in its sole
discretion on any trading day that it selects provided,that the of the common stock is equal to or greater than $0.01 and that all shares
of common stock subject to all prior purchases have been properly delivered to the Investor in accordance with the Purcahse Agreement,
direct the Investor to purchse up to a number of shares of common stock equal to in the case of a fixed price purchase the lesser of
(i) ninety percent (90%) of the average of the VWAP as for the five (5) trading days immediately proceeding the applicable fixed price
date for such fixed purchsae and (ii) ninety percent (90%) of the lowest sale price of a share of common stock on the applicable fixed
purchase date for such fixed purchase during the full trading day on the eligible market on such applicable purchase date. |
| ● | The maximum fixed purchase amount shall be the lesser of (i) $250,000 and (ii) 20shares of common stock. In case of a VWAP Purchase, the lower of (i) the VWAP for the applicable VWAP purchase period during the applicable VWAP purchase date for such VWAP purchcase, (ii) the lowest traded price of the common stock during the five trading days immediately proceeding the VWAP purchase date and (iii) the closing sale price of the common stock on such applicable VWAP purcahse date for such VWAP purchase. The maximum amount for a VWAP purchase shall equal the lesser of (i) $250,000, (ii) thirty percent (30%) of the trading volume of the Company’s common stock on the eligible market during the applicable VWAP purchase period on the applicable VWAP purchse date and (iii) 300 percent (300%) of the number of shares of common stock included in the fixed purchase notice delivered concurrently with such applicable VWAP purchsae notice.
The
Company will control the timing and amount of any sales of common stock to the Investor. The Purchase Price per share will be equatibily
adjusted for any reorganziation, recapitalization, noncash dividend, stock split or any other similar transaction occuring after the
date of the Purchase Agreement.
Notwithstanding the foregoing, the Purchase Agreement prohibits the Company from directing the Investor
to purchase any shares of common stock if those shares, when aggregated with all other shares of common stock then beneficially owned
by the Investor and its affiliates, would result in the Investor and its affiliates having beneficial ownership at any single point in
time of more than 4.99% of the then total outstanding shares of common stock, as calculated pursuant to Section 13(d) of the Securities
ExchangeAct of 1934, as amended, and Rule 13d-3 thereunder. |
| ● | The
Purchase Agreement prohibits the Company from entering into any other “equity line of credit,” “at the market offering”
or other similar continuous offering in which the Company offers, issues or sells common stock or other equity securities at a future
determined price.
The Company may at any time terminate the Purchase Agreement without fee, penalty or cost upon one (1) trading day’s written notice. The Investor may also terminate the Purchase Agreement upon ten (10) trading day’s written notice under certain circumstances set forth in the Purchase Agreement. The Investor may not assign or transfer its rights and obligations under the PurchaseAgreement. |
| ● | Pursuant
to the Registration Rights Agreement, the Company agreed to register all shares of common stock issuable to the Investor under the Purchase
Agreement (the “Registrable Securities”). The Company agreed to file an initial registration statement (the “Registration
Statement”) with the SEC as soon as practicable, but in no event later than the forty-fifth (45th) calendar day after the date
of the Registration Rights Agreement. If at any time all Registrable Securities are not covered by the Registration Statement, and if
the Company desires to sell additional shares to the Investor under the Purchase Agreement, the Company shall then use its reasonable
best efforts to file with the SEC one or more additional registration statements so as to cover all of the Registrable Securities not
covered by the Registration Statement. Pursuant to the Registration Rights Agreement, the Company agreed to use its commercially reasonable
efforts to cause the Registration Statement to become effective as soon as practicable after filing, but in no event later than the earlier
of (i) the Sixtieth (60th) calendar day after the date of the Registration Rights Agreement, and (ii) the third (3rd) business day following
the date the Company is notified by the SEC that the Registration Statement will not be reviewed. |
| ● | The
Purchase Agreement and the Registration Rights Agreement contain customary representations, warranties, agreements and conditions to
completing future sale transactions, indemnification rights and obligations of the parties. Actual sales of shares of common stock to
the Investor will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions,
the trading price of the common stock and determinations by the Company as to the appropriate sources of funding for the Company and
its operations. The Investor has covenanted not to cause or engage in, in any manner whatsoever, any direct or indirect short selling
or hedging of the Company’s common stock. |
| ● | This current report
on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any shares of common stock, nor shall there by
any sale of shares of common stock in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state or other jurisdiction. |
The foregoing descriptions of the Purchase Agreement, the Registration Rights Agreement and Convertible Note are qualified in their entirety
by reference to the full text of such agreements, copies of which are attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively, and
each of which is incorporated herein in its entirety by reference. The representations, warranties and covenants contained in such agreements
were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements
and may be subject to limitations agreed upon by the contracting parties.
Item 3.02 Unregistered Sales of Equity Securities.
The applicable information disclosed in Item 1.01 of this Form 8-K
regarding the issuance of the Note is incorporated herein by reference. The Note was issued pursuant to the private placement exemption
from registration provided by Section 4(a)(2) of the Securities Act and/or by Rule 506 of Regulation D promulgated thereunder.
Series X Preferred Stock dividend payments
for Q1 FY2026
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 15th of each month. The Company will issue
a total of 454,052 shares of restricted common stock for the payment of its dividends on its Series X Preferred shares for Q2 FY2026.
The issuances will be as follows: Leath – 42,154 shares, Balencic – 42,154 shares, Valania – 21,078, Mitchell –
21,078, Clifton – 21,078 shares, Anglo Irish – 306,510 shares.
Series A Preferred Stock redemptions for Q2
FY2026
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,
1/36th 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 A Preferred
shares.
The Company issued a total of 3,698,147 shares in
redemption of approximately $203,000 of its Series A Preferred Stock for Q2. The issuances were as follows: Pinz Capital – 389,296
shares, GS Capital – 1,026,089 shares (reduced from allowable to stay under 5% in total holdings), Jefferson Street – 230,583
shares, AJB – 1,026,089 shares (reduced from allowable to stay under 5% in total holdings), Cavalry/Mercer/CM – 1,026,089
shares in aggregate (reduced from allowable to stay under 5% total holdings).
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. 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.
Shares issued in consideration of consulting
services
The Company has issued 200,000 shares of restricted
common stock to an individual providing educational content for use in its Robo Agent software application. The Company has issued 200,000
shares of restricted common stock to an individual developing sales related materials for its Robo Agent software application. The Company
has issued 100,000 shares of restricted common stock to an individual who has assisted in evaluating acquisitions for the Company. The
Company issued 100,000 shares of restricted common stock to an advisor who is assisting in the sales of its Robo Agent software application.
The Company issued 100,000 shares of restricted common stock to an individual who is managing its data center activities. The Company
issued 100,000 shares of restricted common stock to an individual who is assisting in the training of agents for its Robo Agent software
application.
Shares issued as management incentives
The Company has issued 200,000 shares of restricted
common stock to its CEO as an incentive bonus for the first half of FY2026. The Company has issued 200,000 shares restricted common stock
to the Chairman of the Board of Directors as an incentive bonus for the first half of FY2026.
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. 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.
Shares issued as incentive bonus for FY2026
As noted above, the Company has issued 200,000
shares of restricted common stock to its CEO as an incentive bonus for the first half of FY2026. Also as noted above, the Company has
issued 200,000 shares restricted common stock to the Chairman of the Board of Directors as an incentive bonus for the first half of FY2026.
These issuances are in addition to all other previously disclosed compensation arrangements.
Item 8.01 Other Events.
The Company issued a press release on June 30,
2026 discussing its financing facility noted above. 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 |
|
Common Stock Purchase Agreement dated June 26, 2026 |
| 10.2 |
|
Convertible Promissory Note dated June 26, 2026 |
| 10.3 |
|
Registration Rights Agreement dated June 26, 2026 |
| 99.1 |
|
Press Release dated June 30, 2026 |
| 104 |
|
Cover Page Interactive Data File (formatted as Inline
XBRL) |
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 2, 2026 |
MITESCO, INC. |
| |
|
|
| |
By: |
/s/ Mack Leath |
| |
|
Mack Leath |
| |
|
Chairman and CEO |
Exhibit
99.1
Mitesco
Secures Up to $30 Million Financing Facility to Support Strategic Acquisitions and Accelerate Growth Initiatives
New
capital commitment from a longtime investor fuels pipeline of acquisitions and drives expansion across core and emerging business lines
VERO
BEACH, Fla., June 30, 2026 (GLOBE NEWSWIRE) -- Mitesco, Inc. (OTCQB: MITI) ("Mitesco" or the "Company"), today announced
that it has executed an agreement with one of its historical investors for up to $30 million in additional financing. The funding facility
is intended for acquisitions and to accelerate growth within its current and near-term operations.
"We
have had a long-term relationship with C/M Capital Partners, L.P. since 2021, and this new facility is over and above the $10 million
existing obligations. The fact that a well-heeled, institutional investor who has been involved for over five years would increase their
potential position for another $30 million might speak to their comfort and confidence in the Company and its prospects. We are working
closely with all of our institutional investors on our near- and long-term plans for growth, and virtually all of them have come in to
support the Company during the last three (3) years as we repositioned the business, again a sure sign of support," stated Mack
Leath, Chairman of the Board of Directors since 2023.
Brian
Valania, CEO, commented, "While we cannot provide specifics about the acquisitions under consideration at this time, I can say that
all of our prospects are technology-oriented and play into the data center growth story, whether software, systems, or aimed at power
and data center components and needs. These include: a) a unique process for materials processing, similar to a 'rare earth' situation,
which supports the growing power distribution, IC, and circuit board manufacturing needs; b) software supporting the vertical integration
of the real estate industry, including listing, lead management, financing, and supporting services; and c) several AI solutions generally
aimed at improving sales and business outcomes."
He
continued, "We are fielding requests for funding and ask interested parties to reach out to me at bvalania@centcoreusa.com for consideration."
The
form of financing being implemented is an equity line of credit, which allows the Company to draw funding over up to 36 months on its
own schedule. The agreement allows for up to $30 million in aggregate financings and includes a fee equal to 2% of the maximum funding,
which is paid in cash or stock to the lender, as well as certain legal costs. The pricing for the stock is generally at a 10% discount
to the market, subject to adjustment under certain conditions. The Company expects to file a registration statement shortly, allowing
the shares to be issued under the agreement to be free-trading. In addition to acquisitions, the Company may allocate some of its funding
to the retirement of its bridge debt and other historical obligations related to its past, now-discontinued, business activities in healthcare.
A full set of documents related to this transaction will be filed shortly with the SEC on Form 8-K, which can be read at the Company's
EDGAR site:
https://www.sec.gov/edgar/browse/?CIK=802257&owner=exclude
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.
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.
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
