Mitesco (MITI) outlines stock issuances, redemptions and preferred plans

Rhea-AI Filing Summary

Mitesco, Inc. reports several unregistered equity issuances, preferred stock redemptions, and a business update press release. The company issued 99,338 restricted common shares as Q3 FY2025 dividends on its Series X Preferred Stock, which totals 42,103 shares with a face value of $1,052,575 and a 10% annual rate. It also issued 2,025,910 common shares to redeem $257,700 of its Series A Amortizing Convertible Preferred Stock during Q2, leaving $13,591,200 of stated value outstanding. In addition, 725,000 restricted common shares were granted to four consultants, including the CTO, for Robo Agent software development. After these transactions, total common shares outstanding are approximately 14,593,055, and the company is discussing potential changes or elimination of the Series A Preferred Stock, which it expects may occur before December 31, 2025.

Positive

• None.

Negative

• Significant dilution from stock issuances: 99,338 shares for preferred dividends, 2,025,910 shares for Series A redemptions, and 725,000 shares for consultants, with total common shares outstanding rising to about 14,593,055.
• Large remaining preferred overhang: After redeeming $257,700 of Series A Preferred Stock, a stated value of $13,591,200 remains outstanding, indicating ongoing pressure from preferred obligations.

Insights

Capital structure and dilution analyst

Mitesco uses stock for dividends, redemptions, and pay, increasing dilution while preferred overhang remains large.

Mitesco is relying heavily on equity to meet obligations and compensate contributors. It issued 99,338 restricted shares as Q3 FY2025 dividends on its Series X Preferred Stock, plus 725,000 restricted shares to four consultants, including 200,000 to its CTO, tied to development of its Robo Agent software. These issuances reflect a preference for conserving cash by paying with stock.

The company also redeemed $257,700 of its Series A Amortizing Convertible Preferred Stock by issuing 2,025,910 common shares in Q2, leaving a remaining stated value of $13,591,200. Holders have a 4.9% ownership cap, which is noted as slowing the redemption rate. After all issuances, shares outstanding are about 14,593,055. The company is in discussions to change or possibly eliminate the Series A Preferred Stock, with changes expected before December 31, 2025, so future disclosures will clarify how much preferred overhang is removed versus further dilution.

8-K Event Classification

3 items: 3.02, 8.01, 9.01

3 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Understanding 8-K Material Events →

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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): September 18, 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 3.02 Unregistered Sales of Equity Securities.

The Company issued these shares to accredited Institutional investors in a transaction not involving a public offering pursuant to section 4(a)(2) of the United States Securities Act of 1933, as amended. 

Series X Preferred Stock dividend payments in Q3 FY2025

The Company has 42,103 shares of its Series X Preferred stock whose total face value is $1,052,575, 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 15^th of each month. The Company has issued a total of 99,338 shares of restricted common stock for the payment of its dividends on its Series X Preferred shares for Q3 FY2025. The issuances were as follows: Leath – 8,787 shares, Balencic – 8,787 shares, Mitchell – 8,787, Clifton – 2,941shares, Anglo Irish – 70,035 shares.

Series A Preferred Stock redemptions during Q2 FY2025 

As a part of its FY2024 Restructuring Plan the Company issued to certain holders of its notes and other securities a newly created a new Series A Amortizing Convertible Preferred Stock (the “Series A Shares” or “Series A Preferred Stock”) whose stated value is $25 per share. The Series A Shares may be converted into shares of common stock by dividing the stated value by $4.00 (the “Conversion Price”). The Series A Shares may be converted at the option of the holder at any time, or mandatorily by the Company if certain conditions set forth in the certificate of designation are met. As stipulated in the certificate of designation, unless converted, shares of Series A Preferred Stock will be redeemed by the Company, using common stock, or cash, 1/36^th of the remaining amounts monthly beginning in January 2025. The cash redemption shall be 105% of the original price of the Series A Preferred Stock (as adjusted) and common stock redemption shall be at a 10% discount to the average of the five lowest closing prices over a 30-trading day period.  The Company intends to accrue the redemption shares monthly and issue any shares to be used thereunder quarterly to reduce its expense. Each of the holders has agreed not to hold at any point in time more than 4.9% of the Company’s common stock, which has served to reduce the rate of redemption for the Series X Preferred shares.

The Company issued a total of 2,025,910 shares in redemption of $257,700 of its Series A Preferred Stock during Q2. The issuances were as follows: Pinz Capital – 150,849 shares, GS Capital – 330,000 shares (reduced from allowable to stay under 5% in total holdings), Jefferson Street – 95,062 shares, AJB – 725,000 shares (reduced from allowable to stay under 5% in total holdings), Cavalry/Mercer/CM – 725,000 shares in aggregate (reduced from allowable to stay under 5% total holdings). These issuances resulted in the reduction of Series A Preferred stock of $257,700, and the remaining outstanding value, after giving effect to these issuances of the Series A Preferred shares, is $13,591,200. The Company is in discussions with the holders of the Series A Preferred shares regarding a change in the terms, or total elimination of, the Series A Preferred stock and it is expected that such changes may be implemented before December 31, 2025.

Software Development Team Issuances

The Company has issued a total of 725,000 shares of restricted common stock to four (4) consultants who are involved with the development of its Robo Agent software application as consideration for their services, including 200,000 previously disclosed to its new Chief Technology Officer (CTO). These shares are in addition to other cash compensation and future performance payments based on the success of the Robo Agent sales. Given the modest cash component of the consideration for each of the participants, the Company determined that participation in the common stock of the Company was a necessary incentive to attract and keep well qualified individuals. These shares of restricted stock were issued to accredited investors in a transaction not involving a public offering pursuant to Regulation D of the United States Securities Act of 1933, as amended. As a result of these issuances, the total number of shares outstanding after these issuances is approximately 14,593,055.

Item 8.01 Other Events.

On September 18, 2025, the Company issued a press release which provided an update on its expansion plans and forward-looking events. A copy of the press release is attached herein as Exhibit 99.1

Item 9.01 Financial Statements and Exhibits.

Exhibits		Description
99.1		Press Release dated September 18, 2025
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: September 23, 2025	MITESCO, INC.
	By:	/s/ Mack Leath
		Mack Leath
		Chairman and CEO

2

FAQ

What unregistered stock issuances did Mitesco (MITI) disclose in this 8-K?

Mitesco disclosed three main unregistered issuances: 99,338 restricted common shares as Q3 FY2025 dividends on its Series X Preferred Stock, 2,025,910 common shares to redeem $257,700 of Series A Preferred Stock during Q2, and 725,000 restricted common shares to four consultants involved in its Robo Agent software development.

How many Series X Preferred shares and what dividend terms does Mitesco have?

The company has 42,103 Series X Preferred shares with a total face value of $1,052,575, bearing interest at 10% annually. Dividends can be paid in restricted common stock priced using the closing price per share on the 15th of each month.

What are the key terms of Mitescos Series A Amortizing Convertible Preferred Stock?

The Series A Preferred Stock has a stated value of $25 per share and may be converted into common stock by dividing the stated value by a $4.00 conversion price. If not converted, it is to be redeemed in 1/36th monthly installments starting in January 2025, in cash at 105% of original price or in common stock at a 10% discount to the average of the five lowest closing prices over a 30-trading-day period.

How much of Mitescos Series A Preferred Stock was redeemed and what remains outstanding?

Mitesco redeemed $257,700 of its Series A Preferred Stock during Q2 by issuing 2,025,910 common shares. After this redemption, the remaining outstanding stated value of the Series A Preferred Stock is $13,591,200.

What ownership limits apply to holders of Mitescos Series A Preferred Shares?

Each holder of Series A Preferred Shares has agreed not to hold more than 4.9% of Mitescos common stock at any point in time, and this limit is stated to have reduced the rate of redemption for the preferred shares.

How many shares did Mitesco issue to its software development team and why?

The company issued 725,000 restricted common shares to four consultants working on its Robo Agent software, including 200,000 shares previously disclosed for its new CTO. These shares were part of their consideration, alongside cash and potential future performance payments, and were described as necessary to attract and retain qualified individuals.

What is Mitescos total common share count after these transactions?

After the described issuances for Series X dividends, Series A redemptions, and consultant compensation, Mitesco states that its total number of common shares outstanding is approximately 14,593,055.