[8-K] Mitesco, Inc. Reports Material Event

Rhea-AI Filing Summary

Mitesco, Inc. (MITI) entered a secured financing and unregistered equity securities transaction. The company issued a Senior Secured 10% Original Issue Discount Convertible Promissory Note with potential total funding of $1,000,000, beginning with $250,000 funded on October 31, 2025. The 18‑month note requires repayment of $275,000 reflecting the 10% OID, bears no interest unless in default, and is convertible into common stock at $0.15 per share, subject to adjustments.

The note may be prepaid at 110% of the outstanding principal. Obligations are guaranteed by subsidiaries, secured by a pledge of subsidiary securities, and carry a first‑priority senior security interest in all company assets. The securities were sold pursuant to Section 4(a)(2) and Regulation D and are not registered under the Securities Act.

Insights

Credit & Convertibles Analyst

Secured bridge with fixed-price convert; modest initial cash in.

Mitesco closed an 18‑month, senior secured convertible note with potential funding of $1,000,000, including an initial $250,000. The 10% original issue discount sets total repayment at $275,000 for the initial tranche, with no interest unless defaulted. Conversion is fixed at $0.15 per share, subject to adjustments.

Collateral includes a first‑priority lien on all assets and subsidiary guarantees, tightening creditor protections. Prepayment requires 110% of outstanding principal. Actual equity issuance depends on holder conversion decisions and the adjustment terms in the agreements.

Key watch items include any subsequent fundings under the up to $1,000,000 capacity and disclosures on conversions or prepayments in future company filings.

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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): October 31, 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 1.01 Entry into a Material Definitive Agreement.

Item 3.02 Unregistered Sales of Equity Securities

On October 31, 2025 Miteco, Inc. ( the “Company”) entered into a Senior Secured 10% Original Issue Discount Convertible Promissory Note (the “2025 Bridge Note”) with C/M Capital Master Fund, L.P. with a potential total funding of $1 million, with an initial funding of $250,000. Under the terms of the 18 month note, the Company is obligated to repay a total of $275,000 as the note includes a 10% original issue discount. The note bears no interest unless in default, and may be converted into common stock of the Company at $0.15 per share, subject to certain adjustments.. The 2025 Bridger Note may be prepaid at 110% of the then outstanding principal amount owed at the time of repayment. The obligations under the 2025 Bridge Note are guaranteed by the subsidiaries of the Company and include a pledge of the securities the Company’s subsidiaries and a first priority senior security interest in all the Company’s assets.

The description of the 2025 Bridge Note and all related ancillary documents represent summaries of such agreements and are qualified in their entirety by Exhibits 10.1 through 10.5 attached hereto and incorporated herein by reference.

The 2025 Bridge Note, was sold pursuant to an exemption from registration under Section 4(a)(2) and Regulation D of the Securities Act of 1933. Securities issued in this offering 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 9.01 Financial Statements and Exhibits.

Exhibits		Description
10.1		Form of 2025 Bridge Note
10.2		Form of 2025 Bridge Note Security Purchase Agreement (SPA)
10.3		Form of 2025 Bridge Note Pledge Agreement
10.4		Form of 2025 Bridge Note Guarantee Agreement
10.5		Form of 2025 Bridge Note Security Agreement
104		Cover Page Interactive Data File (formatted as Inline XBRL)

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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: November 4, 2025	MITESCO, INC.
	By:	/s/ Mack Leath
		Mack Leath
		Chairman and CEO

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FAQ

What financing did Mitesco (MITI) announce in the 8-K?

Mitesco entered a Senior Secured 10% OID Convertible Promissory Note with potential total funding of $1,000,000 and initial funding of $250,000.

What is the conversion price of the new Mitesco (MITI) note?

The note is convertible into common stock at $0.15 per share, subject to adjustments.

What are the key terms of Mitesco’s (MITI) note regarding interest and term?

The note has an 18-month term, bears no interest unless in default, and includes a 10% original issue discount.

Can Mitesco (MITI) prepay the note, and at what price?

Yes. The note may be prepaid at 110% of the then outstanding principal amount.

How is the Mitesco (MITI) note secured?

It is guaranteed by subsidiaries, includes a pledge of subsidiary securities, and has a first‑priority senior security interest in all assets.

Under what exemption was the Mitesco (MITI) offering sold?

The securities were sold under Section 4(a)(2) and Regulation D and are not registered under the Securities Act.