Mitesco adds $125,000 secured 2025 bridge note

Mitesco, Inc. entered into another senior secured convertible bridge note, receiving $125,000 in funding under a 10% original issue discount promissory note with C/M Capital Master Fund, L.P.

Rhea-AI Filing Summary

Mitesco, Inc. entered into another senior secured convertible bridge note, receiving $125,000 in funding under a 10% original issue discount promissory note with C/M Capital Master Fund, L.P. The company must repay $137,500, reflecting the discount.

The 2025 Bridge Note has an 18‑month term, bears no interest unless in default, and is convertible into common stock at $0.15 per share, subject to adjustments. Over the last 12 months, the company has obtained an aggregate $625,000 through these notes, which may be prepaid at 110% of outstanding principal.

Obligations are guaranteed by subsidiaries, secured by a pledge of subsidiary securities, and backed by a first‑priority senior security interest in all company assets. The note was sold as an unregistered offering under Section 4(a)(2) and Regulation D of the Securities Act.

Insights

Capital structure and credit analyst

Mitesco adds secured convertible bridge debt with equity conversion option.

Mitesco obtained an additional $125,000 via a senior secured 10% original issue discount 2025 Bridge Note, bringing total bridge funding to $625,000 over 12 months. Repayment of $137,500 and a 110% prepayment feature increase the effective cost of capital.

The note is secured by a first‑priority senior lien on all company assets and guarantees from subsidiaries, meaning this lender sits at the top of the capital stack. The lack of cash interest unless default helps short‑term liquidity but concentrates risk if performance weakens.

Because the note is convertible at $0.15 per share, future conversions could increase the share count, depending on price adjustments and lender decisions. The unregistered private placement under Section 4(a)(2) and Regulation D limits immediate resale to investors who meet exemption criteria.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 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 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing did Mitesco (MITI) report in its latest 8-K?

Mitesco reported receiving an additional $125,000 under a senior secured 10% original issue discount 2025 Bridge Note with C/M Capital Master Fund, L.P., bringing aggregate bridge note funding over the last 12 months to $625,000 according to the filing.

What are the key terms of Mitesco’s 2025 Bridge Note financing?

The 2025 Bridge Note provides $125,000 in cash, requires repayment of $137,500, has an 18‑month term, bears no interest unless in default, and can be converted into Mitesco common stock at $0.15 per share, subject to adjustments described in the documents.

How is Mitesco’s 2025 Bridge Note secured and guaranteed?

The obligations under the 2025 Bridge Note are guaranteed by Mitesco’s subsidiaries, include a pledge of those subsidiaries’ securities, and are supported by a first priority senior security interest in all of the company’s assets, giving the lender a top claim on collateral.

Can Mitesco prepay the 2025 Bridge Note, and at what cost?

Mitesco may prepay the 2025 Bridge Note at 110% of the then outstanding principal. This means early repayment requires paying a premium over the current principal balance, increasing the effective cost of retiring the debt before maturity under the agreement’s terms.

Is Mitesco’s 2025 Bridge Note registered under the Securities Act of 1933?

No. The 2025 Bridge Note was sold in a private placement relying on Section 4(a)(2) and Regulation D exemptions. Securities issued in this offering are unregistered and cannot be offered or sold in the United States without registration or a valid registration exemption.

What is the potential equity impact of Mitesco’s 2025 Bridge Note?

The 2025 Bridge Note may be converted into Mitesco common stock at $0.15 per share, subject to adjustments. If the lender elects conversion, the share count would increase, aligning repayment with equity issuance instead of cash, as detailed in the note’s terms.

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

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Accepted by SEC EDGAR 02/27/2026 - 04:01 PM Learn about SEC filing dates

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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)

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: February 27, 2026	MITESCO, INC.
	By:	/s/ Mack Leath
		Mack Leath
		Chairman and CEO

2

Filing Exhibits & Attachments

8 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 227.7 KB
• EX-10.2 EXHIBIT10.2 287.4 KB
• EX-10.3 EXHIBIT 10.3 122.9 KB
• EX-10.4 EXHIBIT 10.4 98.2 KB
• EX-10.5 EXHIBIT 10.5 173.3 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB