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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): March 9, 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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
Appointment
of a new Director
On
March 9, 2026, the Board of Directors appointed Mr. Brian Valania to the Board of Directors and to the positions of CEO and CFO. For
the last 20 months he has served as General Manager for the Company’s Centcore, LLC subsidiary.
Brian
Valania is a technology and business development executive focused on enterprise software, cloud infrastructure, and data-driven digital
transformation initiatives. He currently serves as Chief Executive Officer and Chief Financial Officer of Mitesco, Inc., and previously
served as General Manager of Centcore USA, a division of Mitesco, Inc., from July 2024 to March 2026. In that role he led the company’s
cloud-first data center strategy, including infrastructure planning, partner and channel development, and the integration of emerging
technologies across enterprise and government markets.
From
September 2020 through May 2024, Valania operated as an independent Strategic Technology and Cloud Consultant based in Wilmington, Delaware,
advising enterprise clients on SAP-driven business transformation, cloud infrastructure strategy, and large-scale digital modernization
initiatives. His consulting work included SAP S/4HANA migration planning, hybrid cloud deployment strategies, enterprise data integration,
and the application of AI-driven analytics to improve operational performance.
Prior
to his consulting work, Valania served as a Sales Executive at SNP Schneider-Neureither & Partner SE from May 2018 through September
2020, where he worked with large enterprise customers on ERP transformation and data migration initiatives. From August 2016 through
April 2018, he served as a Sales Executive in Experian’s Credit Services and Decision Analytics division, advising strategic clients
on data-driven decision platforms and analytics solutions. Earlier in his career, Valania served as a Sales Executive at Dun & Bradstreet
from May 2008 through January 2015, managing global enterprise accounts and delivering data and analytics solutions focused on risk management,
supply chain intelligence, and market analytics.
Valania
holds a Bachelor of Business Administration in Marketing from West Chester University of Pennsylvania, graduating in 1995.
Code
of Ethics
All officers and Directors of the Company are subject
to the terms of the Company Code of Ethics. Failure to comply with any of the provisions may result in removal, or dismissal of any individual
found to be in non-compliance. Remedies under Nevada General Corporate Law (NGCL), or other state or federal law, may include cancellation
of compensation, or even repayment of previously granted compensation, and liabilities for the cost of the Company in enforcement of
the agreement.
Director
and Management Compensation
The Company has not yet established a director compensation
plan for FY2026, consequently, no compensation has been awarded to Mr. Valania, or any other directors at this time. During FY2025 Mr.
Valania was compensated under a consulting agreement which called for $120,000 per year of compensation. He was paid $60,000 in cash
during FY2025 and has an obligation to be paid the remaining $60,000 when the Board of Directors determines it has sufficient resources.
When the compensation for the Board of Directors, and Mr. Valania, is determined the Company will filed a Form 8k detailing those amounts.
Resignation
of a Director
On January 11, 2026 the Company was advised that
Jim Clifton would resign from the Board when a qualified replacement was appointed, due to a lack of available time for Mr. Clifton to
accomplish his responsibilities as a Director. There were no disagreements with Mr. Clifton and he remains both a shareholder, and to
assist the Company as available. A copy of his resignation letter is attached as Exhibit 10.1.
Item
8.01 Other Events.
The
Company issued a press release on March 10, 2025 which discussed changes to the management team and Board of Directors, and with a prospective
view of its business activities. A copy of the press release is included as Exhibit 99.1 to this filing.
Item
9.01 Financial Statements and Exhibits.
| Exhibits |
|
Description |
| 10.1 |
|
Resignation from Jim Clifton |
| 99.1 |
|
Press release dated March 10, 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: March 13, 2025 |
MITESCO, INC. |
| |
|
|
| |
By: |
/s/ Mack Leath |
| |
|
Mack Leath |
| |
|
Chairman and CEO |
Exhibit
99.1
Mitesco,
Inc. Updates Shareholders on Acquisitions, Data Center Target Sites and Executive Appointments
VERO
BEACH, Fla., March 10, 2026 (GLOBE NEWSWIRE) — Mitesco, Inc. (OTC-QB: MITI) today announced that it has made a series of executive
appointments as it positions itself for aggressive growth plans both within its native operations and through key acquisitions. It has
also published a recent interview with Stuart Smith of SmallCap Voice (www.smallcapvoice.com)
in which Mr. Brian Valania discusses Mitesco’s evolving strategy, including the development of the Centcore data center platform
and the Company’s software initiatives under Vero Technology Ventures. Investors and shareholders are encouraged to view the interview
for additional insight into the Company’s strategy and growth initiatives at: https://youtu.be/LvzZDqd-97o
With
regard to its executive team, the Company announced that it has named Brian Valania to the Board of Directors, replacing Jim Clifton,
who had previously asked to be replaced due to other time commitments. Mr. Valania will also assume the roles of CEO and CFO from Mack
Leath, who will remain as Chairman of the Board of Directors.
Leath
commented, “Brian has been a key part of the turnaround and growth team here at Mitesco,” said Mr. Leath, “and he certainly
has demonstrated the commitment and energy to provide the needed leadership going forward. He has the full support of the Board and the
Shareholders.”
The
leadership transition comes at a time when Mitesco continues to advance its strategy of combining distributed data center infrastructure
through its Centcore, LLC division with vertically focused cloud applications developed and supported through its Vero Technology Ventures,
LLC subsidiary, including emerging platforms such as RoboAgent and Sportzfolio. Additionally, Mitesco has also announced plans to expand
through acquisitions of both application software and data center technologies, while its Centcore, LLC subsidiary remains focused on
developing a network of small-format data center locations designed to support distributed computing, enterprise cloud workloads, and
internally developed software platforms that can operate within the Company’s current and target markets.
When
asked about the nature and timing of any potential transactions, Mr. Valania said, “We have a team of professionals evaluating
several potential transactions at this time, and the common thread is large, enterprise-level target markets, integration of the best
artificial intelligence, and near-term revenue. All software under consideration will be exclusive to our own data centers, which should
help us ensure a high level of performance and provide better-than-average gross margins.
“On
the data center side, we have a target site located between Washington D.C. and New York City under consideration, as well as a specific
location in the Middle East in the early stages of evaluation. In both cases, we believe there are key accounts that could use at least
half the capacity, leaving attractive margins on the remaining bandwidth. Both sites embrace our belief that small-format data centers
will be a better long-term solution than the larger ‘mega centers’ some are pursuing.”
About
Mitesco, Inc.
Mitesco
(OTC-QB: 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, LLC
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, LLC
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, 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 expansion into new operations,
data center development, and software acquisition initiatives. Words such as expects, anticipates, aims, projects, intends, plans, believes,
estimates, seeks, assumes, may, should, could, would, foresees, forecasts, predicts, targets, commitments and similar expressions are
intended to identify such forward-looking statements.
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, litigation exposure, and other factors disclosed in
the Company’s filings with the Securities and Exchange Commission, available at www.sec.gov.
Investor
Contact:
Jimmy
Caplan
jimmycaplan@me.com
(512)
329-9505
Company
Contact:
Brian
Valania
bvalania@centcoreusa.com
(610)
888-7509
