Mitesco (OTCQB: MITI) details bridge note, share issuances and Sportzfolio video
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Mitesco, Inc. reported new financing, share issuances and a product update. The company entered into 10% Original Issue Discount Convertible Promissory Notes with Jefferson Street Capital and Pinz Special Opportunities Fund, each with a $50,000 purchase price, maturing in 12 months and convertible at $0.15 per share. Mitesco also paid Q1 FY2026 dividends on its Series X Preferred Stock by issuing 222,142 restricted common shares, and redeemed $201,400 of Series A Preferred Stock by issuing 2,922,915 common shares, leaving a remaining Series A face value of $12,927,475. After these issuances, total common shares outstanding are about 20,244,118. Separately, the company released a video highlighting its Sportzfolio sports-facility marketplace platform and its revenue-sharing partnership via Vero Technology Ventures.
Positive
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Negative
- None.
8-K Event Classification
4 items: 1.01, 3.02, 8.01, 9.01
4 items
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 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.
Key Figures
Bridge note purchase price: $50,000
Bridge note repayment amount: $55,000
Bridge note conversion price: $0.15 per share
+5 more
8 metrics
Bridge note purchase price
$50,000
2026 Bridge Notes with Jefferson Street Capital and Pinz Special Opportunities Fund
Bridge note repayment amount
$55,000
Includes 10% original issue discount on 2026 Bridge Notes
Bridge note conversion price
$0.15 per share
Conversion into Mitesco common stock, subject to adjustments
Series X Preferred face value
$1,052,575
42,103 Series X Preferred shares bearing 10% annual interest
Shares for Series X dividends
222,142 shares
Restricted common stock issued for Q1 FY2026 Series X dividends
Shares for Series A redemptions
2,922,915 shares
Common shares issued to redeem $201,400 of Series A Preferred in Q1
Remaining Series A face value
$12,927,475
Outstanding after Q1 FY2026 Series A Preferred redemptions
Total shares outstanding
20,244,118 shares
Common shares outstanding after Q1 FY2026 issuances
Key Terms
Convertible Promissory Notes, Original Issue Discount, Series X Preferred stock, Series A Amortizing Convertible Preferred Stock, +2 more
6 terms
Convertible Promissory Notes financial
"The 10% Original Issue Discount Convertible Promissory Notes (the “2026 Bridge Note”)"
A convertible promissory note is a loan a company takes that can later be turned into shares instead of being paid back in cash; think of lending money now in exchange for a voucher that can become ownership later. Investors care because it mixes credit risk and potential ownership upside—it can protect lenders if a company struggles while also diluting existing shareholders when converted, affecting future share value and investor returns.
Original Issue Discount financial
"The 10% Original Issue Discount Convertible Promissory Notes (the “2026 Bridge Note”)"
Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.
Series X Preferred stock financial
"The Company has 42,103 shares of its Series X Preferred stock whose total face value is $1,052,575"
Series A Amortizing Convertible Preferred Stock financial
"a newly created a new Series A Amortizing Convertible Preferred Stock (the “Series A Shares” or “Series A Preferred Stock”)"
Regulation D regulatory
"pursuant to Regulation D of the United States Securities Act of 1933, as amended"
Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.
forward-looking statements regulatory
"This press release contains forward-looking statements, including but not limited to statements related to expansion into new operations"
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.
FAQ
What bridge financing did Mitesco (MITI) enter into in April 2026?
Mitesco entered into 10% Original Issue Discount Convertible Promissory Notes with Jefferson Street Capital and Pinz Special Opportunities Fund, each with a $50,000 purchase price. The notes mature in 12 months and are convertible into common stock at $0.15 per share, subject to adjustments.
How is Mitesco handling Series X Preferred Stock dividends for Q1 FY2026?
Mitesco is paying Q1 FY2026 dividends on its Series X Preferred Stock in restricted common shares. It will issue 222,142 common shares, based on monthly closing prices, to holders including Leath, Balencic, Mitchell, Clifton, and Anglo Irish, instead of making cash dividend payments at the 10% annual rate.
What Series A Preferred Stock redemptions did Mitesco complete in Q1 FY2026?
For Q1 FY2026, Mitesco redeemed $201,400 of its Series A Amortizing Convertible Preferred Stock by issuing 2,922,915 common shares. Holders included Pinz Capital, GS Capital, Jefferson Street, AJB, and Cavalry/Mercer/CM, all subject to ownership caps intended to keep positions below about 5% each.
How much Series A Preferred Stock remains outstanding at Mitesco after Q1 2026?
After issuing shares to redeem $201,400 of Series A Preferred Stock in Q1 FY2026, Mitesco reports a remaining outstanding face value of $12,927,475. The Series A shares carry a $25 stated value and may be converted or redeemed over time under their certificate of designation.
What is Mitesco’s relationship with the Sportzfolio platform?
Mitesco, through its Vero Technology Ventures arm, is developing and hosting the Sportzfolio sports-facility marketplace on its Centcore Data Center infrastructure. The companies have a revenue-sharing arrangement, and Mitesco released a video showcasing Sportzfolio’s features and planned expansion across multiple sports categories.