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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 25, 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 3.02 Unregistered Sales of Equity Securities.
Share issuances related to consulting and the appointment of
a new Director
The Board of Directors has authorized the following issuances
of restricted common stock as compensation for support of its Robo Agent software project:
| A) | an
addition one million five hundred thousand (1,500,000) shares of restricted common stock to a senior
executive in the residential real estate industry bringing their total holdings to two million
(2,000,000) shares; |
| B) | An
addition one million (1,000,000) shares of restricted common stock to a business owner who specializes
in corporate training software and systems bringing their total holdings to two million (2,000,000) shares; |
| C) | An
additional one million (1,000,000) shares of restricted common stock to a senior real estate industry
training professional bringing their total holdings to two million (2,000,000) shares; |
| D) | An
additional two million (2,000,000) shares of restricted common stock to an individual who has been assisting
with its Robo Agent software for almost 2 years, and is now a newly appointed Director of
the Company bringing their total holdings to three million (3,000,000) shares; |
| E) | An
issuance of 7,200 shares of Series X Preferred stock to a newly appointed Director, consistent
with the holdings of other Directors. |
These issuances of an additional five million five hundred
thousand (5,500,000) shares of restricted common stock in total for compensation noted above, when combined with the shares noted
below for payment of the Series X dividends, will bring the total shares outstanding to approximately 58 million. Based on the
closing share price of $.035 the Company expects to take a charge of $175,000 related to these restricted common stock
issuances.
With the additional 7,200 shares of Series X Preferred stock
issued to the new member of the Board of Director, the total number of shares outstanding will be 70,903. Based on a face price of $25
per share the Company expects to take a charge of $218,305 related to this Series X Preferred issuance.
Series X Preferred Stock dividend payments for Q3 FY2026
As of September 30, 2026, the Company had 63,703 shares of its
Series X Preferred stock whose total face value is $1,592,575, 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 737,309 shares of restricted common stock for the payment of its dividends on its Series X Preferred shares for
Q3 FY2026. The issuances will be as follows: Leath – 83,334 shares,
Balencic – 83,334 shares, Valania –
83,334 shares, Mitchell – 27,779 shares, Clifton –
27,779 shares, Anglo Irish – 431,749 shares.
Series A Preferred Stock redemptions for Q3 FY2026
During Q3 the majority holders of the Series A Preferred shares
elected to cease any further redemptions until such time as a new and better approach might be agreed upon. No agreement has been reached
at this time, and as such there will be no shares issued for redemption of the Series A Preferred stock until such time as an agreement
can be reached.
Series X Preferred Stock issuance for compensation
In conjunction with the appointment of a new member of the Board
of Directors the Company has issued 7,200 shares of its Series X Preferred stock.
As a result of this issuance the Company now has 70,903
shares of its 10% Series X Cumulative Redeemable Perpetual Preferred Stock (the “Series
X Preferred Stock”) outstanding. The Series X Preferred Stock has
a par value of $0.01 per share, no stated maturity, a liquidation preference of $25.00 per share, and will not be subject to
any sinking fund or mandatory redemption and will remain outstanding indefinitely unless the Company decides to redeem or otherwise repurchase
the Series X Preferred Stock; the Series X Preferred Stock is not redeemable prior to November 4, 2020. The Series X Preferred Stock
will rank senior to all classes of the Company’s common and preferred
stock and accrues dividends at the rate of 10% per annum on $25.00 per share. Beginning in October 2024, the Company elected to
use the closing stock price on the 15th of each month to determine the number of shares to be issued in payment of the
dividend. Each one share of the Series X Preferred Stock is entitled to 400 votes on all matters submitted to a vote of our shareholders,
and as of the date of this filing the holders of its Series X Preferred shares have over 5% voting control of the Company’s
stock.
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.
On October 25, 2026, the Board of Directors appointed Frank
Panunto to its Board of Directors. Mr. Panunto is a proven turnaround operator with three decades of experience in franchise operations.
He has helped turn underperforming franchises into profitable, award-winning businesses across multiple industries, operated more than
25 locations, and completed more than 1,000 real estate transactions. He has also participated in major national mixed-use development
projects and has been selected by large independent and publicly traded brokerages to help expand their market presence. His business
interests include sports, commercial real estate, and residential real estate.
Frank Panunto is currently employed as Vice President of Growth, U.S.
East, at eXp Realty, where he has worked since July 2022. He has held senior growth positions with the company and has served as Vice
President of Growth, U.S. East, since January 2024.
From 2014 to 2023, Panunto served as Branch Manager of Long & Foster
Real Estate’s Bear, Delaware office. Before joining Long & Foster, he held a real estate management position focused on corporate
recruiting, agent training and education, and strategic market development. Earlier in his career, he spent 19 years in residential real
estate sales, serving buyers and sellers in New Castle County, Delaware.
Prior to joining Long and Foster, Mr. Panunto was a Team Leader at
Keller Williams. He took over an underperforming real estate office and grew it to more than 150 agents and over $350 million in sales
volume. From 2002 to 2010, he was a high-producing RE/MAX agent, reaching the top 2% of agents in Delaware.
Before that, he joined Patterson-Schwartz Realty in January 1996, after
obtaining his real estate license in 1995. He was named Rookie of the Year after leading all new agents in company sales. While selling
homes, he founded PANGRO Home Improvements, which pursued construction and investment opportunities and continues to operate today.
After graduating college, Mr. Panunto owned and operated The WingManfranchise,
opening two locations in Maryland before selling the business to a competitor that approached him about an acquisition
Panunto earned a bachelor’s
degree in architectural design from the University of Delaware in 1991. He is based in Wilmington, Delaware.
In conjunction with his appointment the Board has authorized
the issuance of both restricted common stock and Series X Preferred shares to Mr. Panunto such that his compensation is consistent with
all others on the Board. He has been assisting the Company with its AI based application software, Robo Agent for over 18 months and
for that effort he had previously been awarded one million shares of restricted common stock. He will now be issued an additional two
million shares of restricted common stock, with a total holding of three million shares. He will also be issued 7,200 shares of Series
X Preferred shares, which have super voting rights equal to 400 votes per share as noted above.
Item 8.01 Other Events.
The Company continues discussions with a number of acquisition
candidates and the restructuring of its Bridge notes and Series A Preferred shares.
The Company issued a press release announcing
the appointment of a new Directors on October 28, 2026. A copy is attached as Exhibit 99.1 to this filing.
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | | Description |
| 99.1 | | Press release dated October 28, 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: October 28, 2026 | MITESCO,
INC. |
| | | |
| | By: | /s/
Mack Leath |
| | | Mack
Leath |
| | | Chairman
and CEO |
Exhibit 99.1
Mitesco Appoints Senior Executive to the Board of Directors
VERO BEACH, Florida - October 28, 2026 - Mitesco,
Inc. (OTCQB: MITI) today announced that its Board of Directors appointed Frank Panunto to serve as a member of the Board, effective October
25, 2026. He is not new to the Company as he has been involved with the Company for almost two (2) years as an advisor with regard to
the Robo Agent application development project.
“I am honored to join the Mitesco Board,” said Mr. Panunto.
“I look forward to continuing to support the technology initiatives already underway with my experience in operations, real estate, and
land development. Clearly technology is the necessary component to insure growth going forward, and I see the software and systems in
development have the potential to put the Company in a leadership position.”
“Frank brings extensive hands-on experience building and improving
businesses across multiple industries, including those key to our target user base,” said Mack Leath, Chairman of the Board of Mitesco.
“His background in real estate and development will be a valuable addition to the Board.”
Mr. Panunto is a proven turnaround operator with three decades
of experience in franchise operations. He has helped turn underperforming franchises into profitable, award-winning businesses across
multiple industries, operated more than 25 locations, and completed more than 1,000 real estate transactions. He has also participated
in major national mixed-use development projects and has been selected by large independent and publicly traded brokerages to help expand
their market presence. His business interests include sports, commercial real estate, and residential real estate.
Mr. Panunto is currently employed as Vice President of Growth,
U.S. East, at eXp Realty, where he has worked since July 2022. His eXp experience includes service as Senior Regional Director, U.S.
East, and, since January 2024, as Vice President of Growth, U.S. East.
From 2014 to 2023, Mr. Panunto served as Branch Manager of Long
& Foster Real Estate’s Bear, Delaware office. Before joining Long & Foster, he held a real estate management position focused
on corporate recruiting, agent training and education, and strategic market development. Earlier in his career, he spent 19 years in
residential real estate sales, serving buyers and sellers in New Castle County, Delaware.
Mr. Panunto earned a bachelor’s degree in architectural design
from the University of Delaware in 1991. He is based in Wilmington, Delaware.
About Mitesco, Inc.
Mitesco (OTCQB: 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
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
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, artificial intelligence, automation 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 the potential strategic transactions, the proposed spinout and dividend distribution, the restructuring
of the Company’s Series A preferred stock and bridge notes, financing availability, expansion into new operations, data center development,
software development initiatives, commercialization efforts, product deployment, strategic partnerships, market adoption, future functionality
and strategic growth initiatives.
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, the ability to negotiate and execute definitive agreements, legal and regulatory requirements, market acceptance of products
and services, litigation exposure, software development challenges, competitive pressures, regulatory changes, customer adoption rates
and other factors disclosed in the Company’s filings with the Securities and Exchange Commission, available at www.sec.gov.
The Company undertakes no obligation to update or revise any
forward-looking statements except as required by applicable law.
Investor Contact
Jimmy Caplan
jimmycaplan@me.com
(512) 329-9505
Company Contact
Brian Valania
Chief Executive Officer and Chief Financial Officer
Mitesco, Inc.
bvalania@centcoreusa.com
(610) 888-7509
