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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):
February 23, 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.
Item
3.02 Unregistered Sales of Equity Securities
On
February 23, 2026 Miteco, Inc. ( the “Company”) received an additional funding of $125,000 under a Senior Secured 10% Original
Issue Discount Convertible Promissory Note (the “2025 Bridge Note”) with C/M Capital Master Fund, L.P. which obligates it
to repay $137,500 as the note includes a 10% original issue discount. The note’s term is 18 months and it 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 Company has
received a total of $625,000 in funding during the last 12 months, in aggregate, under these notes which 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) |
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: February 27, 2026 |
MITESCO, INC. |
| |
|
|
| |
By: |
/s/ Mack Leath |
| |
|
Mack Leath |
| |
|
Chairman and CEO |
