Mitesco (MITI) raises $250K via 18‑month secured convertible bridge notes

Rhea-AI Filing Summary

Mitesco, Inc. entered into two Senior Secured 10% Original Issue Discount Convertible Promissory Notes with C/M Capital Master Fund, L.P. and WVP Emerging Manager Onshore Fund, LLC. The notes provide initial funding of $150,000 and $100,000, for a total of $250,000, and each investor may later fund up to $1,000,000 in total.

The 18‑month notes require repayment of $275,000 in aggregate, reflecting the 10% original issue discount, and bear no interest unless in default. They are convertible into Mitesco common stock at $0.15 per share, subject to adjustments, and are guaranteed by the company’s subsidiaries with a first priority senior security interest in all company assets. The securities were sold as unregistered offerings under Section 4(a)(2) and Regulation D.

Insights

Capital structure and credit analyst

Mitesco raises $250K via secured, convertible 10% OID bridge debt.

Mitesco has obtained near-term liquidity by issuing two Senior Secured 10% Original Issue Discount Convertible Promissory Notes, initially providing $250,000 of cash. Each counterparty can increase its funding up to a total of $1,000,000, so the structure allows for additional capital under the same framework.

The notes mature in 18 months and require repayment of $275,000, with no cash interest unless there is a default. They are convertible into common stock at $0.15 per share, which may lead to equity issuance if holders choose to convert instead of receiving cash repayment.

The instruments are senior secured, guaranteed by subsidiaries and backed by a first priority security interest in all company assets, which strengthens creditor protection. Future disclosures may clarify whether the remaining unfunded capacity is drawn and how much of the obligation is ultimately settled in cash versus shares.

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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): December 22, 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 December 19, 2025 Miteco, Inc. ( the “Company”), entered into two (2) Senior Secured 10% Original Issue Discount Convertible Promissory Notes (the “2025 Bridge Notes”) with C/M Capital Master Fund, L.P. and WVP Emerging Manager Onshore Fund, LLC, each with a potential total funding of $1 million, with an initial funding of $150,000 and $100,000 respectively, for $250,000 in aggregate. The Notes were funded on December 22, 2025,. Under the terms of the 18-month notes, the Company is obligated to repay a total of $275,000 in aggregate as the notes include 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 obligations under the 2025 Bridge Notes 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 Notes 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 Notes, were 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: December 23, 2025	MITESCO, INC.
	By:	/s/ Mack Leath
		Mack Leath
		Chairman and CEO

2

FAQ

What financing transaction did Mitesco (MITI) enter into on December 19, 2025?

Mitesco entered into two Senior Secured 10% Original Issue Discount Convertible Promissory Notes with C/M Capital Master Fund, L.P. and WVP Emerging Manager Onshore Fund, LLC, providing an initial aggregate funding of $250,000.

How much can the new Mitesco (MITI) bridge notes fund in total?

Each note has a potential total funding of $1,000,000, so the combined capacity across the two investors is $2,000,000, with $250,000 initially funded.

What are the key economic terms of Mitesco’s new bridge notes?

The notes have an 18‑month term, a 10% original issue discount, require repayment of $275,000 in aggregate, bear no interest unless in default, and are convertible into common stock at $0.15 per share, subject to adjustments.

How are Mitesco’s 2025 bridge notes secured and guaranteed?

The obligations under the 2025 Bridge Notes are guaranteed by the company’s subsidiaries, include a pledge of the subsidiaries’ securities, and are backed by a first priority senior security interest in all of Mitesco’s assets.

Were the Mitesco (MITI) bridge notes registered with the SEC?

No. The 2025 Bridge Notes were sold as an unregistered offering pursuant to an exemption from registration under Section 4(a)(2) and Regulation D of the Securities Act of 1933.

What is the potential equity impact of Mitesco’s bridge notes?

The notes may be converted into Mitesco common stock at $0.15 per share, subject to adjustments, which means the lenders could choose to receive shares instead of cash repayment.