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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): August 10, 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.
The Company has entered into an agreement with a consulting group based
in Boca Raton, Florida for additional software development of certain applications. In addition to certain hourly costs, the Company has
agreed to issue the firm 1,000,000 shares of restricted common stock as consideration. The Company believes the costs and rates are comparable
to similar alternatives.
As of August 14, 2026 the Company received agreements
from holders of five (5) of its previously issued 2025 Bridge Notes in the aggregate principal amount of $200,000 to extend the terms,
without further consideration. Two (2) of the notes in the aggregate principal amount of $78,000 were extended to September 1, 2026, and
the other three (3) were extended to December 31,2026.
On August 9, 2026 the Company’s
Board of Directors, with consent from the holders of the majority of its Series A Preferred shares, agreed to suspend the redemption of
the Series A Preferred shares. The Company and the the holders of the Series A Preferred shares are negotiating an alternative arrangement
and expect to have agreement on a different structure not later than September 30, 2026.
Item 3.02 Unregistered Sales of Equity Securities.
The Company has entered into an agreement with
a historical institutional investor, AJB, on August 10, 2026, to provide $20,000 in additional funding under the same terms used in previous
investments. The form of note and securities purchase agreement is attached to this report as Exhibit 10.1 and 10.2.
The Company has entered into lending agreements
with on August 14, 2026 with C/M for $100,000, and WVP for $60,000, a total of $160,000, in the form of a term note with a 60 day term.
The form of note can be found as Exhibit 10.3 to this report.
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. The securities where issued pursuant to an exemption from registration under Section 4(a)(2) of the Securities
Act of 1933 as amended.
Item 8.01 Other Events.
The Company issued a press release on August 10,
2026 discussing a change in the terms of its Series A Preferred stock. A copy of the press release is included as Exhibit 99.1 of this
filing. The Company issued a press release on August 18, 2026 with information regarding a future offering of solutions for home automation.
A copy is included as Exhibit 99.2 to this filing.
Item 9.01 Financial Statements and Exhibits
| Exhibit No. |
|
Description |
| 10.1 |
|
Form of Securities
Purchase Agreement with AJB |
| 10.2 |
|
Form of Note with
AJB |
| 10.3 |
|
Form of Term Note
with C/M and WVP |
| 99.1 |
|
Press Release dated
August 10, 2026 |
| 99.2 |
|
Press Release dated August 18, 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: August 18, 2026 |
MITESCO, INC. |
| |
|
|
| |
By: |
/s/ Mack Leath |
| |
|
Mack Leath |
| |
|
Chairman and CEO |
Exhibit 99.1
Mitesco Announces Capital Structure Improvements for the Benefit
of Shareholders
VERO BEACH, Fla., Aug. 10, 2026 (GLOBE NEWSWIRE) -- Mitesco, Inc. (OTCQB:
MITI) (“Mitesco” or the “Company”) today announced strategic equity enhancements to increase shareholder value.
Mack Leath, Chairman of Mitesco, addressed the situation as follows,
“We implemented a Series A Preferred stock as a part of our restructuring of debt incurred with the prior healthcare business discontinued
in FY2022. It was intended to give our institutional investors an avenue to reach a return on their investment over 3 years, without further
interest costs, and with redemptions quarterly over the term through the issuance of common stock priced at a modest 10% discount on trading
prices.”
He continued, “While well-intentioned, and supported by all five
of our institutional investors, the structure has not delivered the benefits we originally anticipated. Because investors are subject
to a contractual limit prohibiting ownership of more than 4.9% of the Company’s outstanding shares, the planned amortization process has
progressed more slowly than expected.”
“In addition, the predictable issuance of new shares following
each quarter-end may have created opportunities for certain market participants to time their trading activities, potentially to the detriment
of our broader retail shareholder base,” Leath said.
Leath continued, “Lastly, new name institutional investors see
this as an obstacle to new investments needed to grow the new software and data center businesses. The disruption to our stockholders
needs to be addressed, and today, with consent of our Board, and approval of a majority of the shares held in the Series A Preferred stock,
we are ceasing any further redemptions of our Series A Preferred shares.”
Upon review of the documents underlying the issuance of the Series
A Preferred, such modifications, or eliminations, were contemplated, and management, the Board, as well as the majority of the holders,
believe that the mechanism to make such changes exists.
Leath reiterated, “We are ceasing all redemptions at this time,
and to better accommodate the interests of both the retail and institutional shareholders, we will immediately solicit input from the
five (5) holders of the Series A Preferred with a goal of establishing a new and better approach not later than September 30, 2026. It
is clear, the vote of the holders of the majority of Series A Preferred shares can approve such changes, along with the approval of the
Board of Directors.”
Finishing, Leath added, “Our 5,000 plus retail shareholders should
know that we desire a level playing field for all of our holders, and we are determined to find a solution that respects the interests
of all of our holders.”
The Company also noted that it has received strong support for its
new TCDC edge data center approach, and that its Robo Agent AI Software for sales automation is moving quickly through prototype and into
a production version.
“We have recently awarded significant restricted common stock
shares to those who have made this turnaround happen, and to the team that we expect to move the Company forward. We thank them for their
dedication and support under special circumstances,” said Leath.
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, 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, 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 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.
Exhibit 99.2
Mitesco Identifies Strategic Growth
Path Linking AI and Edge Computing Efficiency to the Connected Home Market
Centcore’s residential edge-computing concept could
provide a foundation for future integration with smart power and home automation platforms
VERO BEACH, Fla., Aug. 18, 2026 (GLOBE
NEWSWIRE) -- Mitesco, Inc. (OTCQB: MITI) (“Mitesco” or the “Company”) today
discussed how improvements in the energy and operating efficiency of artificial intelligence computing could create a longer-term path
from distributed edge computing into the connected home.
Through its Centcore subsidiary, Mitesco is developing
its compact edge computing data center “node” (“TC/DC”) concept as a distributed computing node designed to move AI
processing closer to where applications and users operate. The Company’s objective is to reduce the infrastructure, power and operating
costs associated with AI workloads by focusing on measures such as kilowatt-hours consumed and the costs required to process AI workloads,
including cost per token.
Rather than relying exclusively on large, centralized
facilities, a distributed model can place smaller computing resources closer to the end user. Mitesco believes this approach could improve
efficiency by reducing unnecessary data movement, making better use of available power and matching computing capacity more closely with
local demand.
“AI economics increasingly come down to how efficiently
you can deliver compute,” said Brian Valania, Chief Executive Officer of Mitesco. “For us, that means looking at power consumption,
utilization and ultimately the cost of producing an AI result. If we can improve those economics at the edge, the residential node becomes
much more than a small data center.”
The Company believes a residential edge node could
initially serve the needs of the distributed computing network while creating a technology and power-management foundation inside the
home. Over time, that same foundation could potentially interface with smart electrical panels, energy management systems, battery storage,
HVAC, EV charging and other connected-home technologies.
Per Fortune Business insights, the global home automation
and smart home market size is valued at approximately $114 billion to $162 billion, with projected compound annual growth rates (CAGR)
ranging from 11% to over 27% depending on whether the specific narrow control systems or the broader AI-driven smart home ecosystem are
measured.
Smart-power platforms already available from companies
such as Schneider Electric’s Square D, Leviton and SPAN demonstrate how the traditional residential electrical panel is evolving into
an intelligent platform capable of monitoring and managing energy throughout the home.
Mitesco is evaluating opportunities to extend its residential
edge-computing architecture into the broader smart-power and connected-home ecosystem. The Company has begun exploring potential strategic
relationships with established participants in residential energy management, electrical infrastructure and home automation, with a focus
on technologies that could complement the TC/DC platform and accelerate its integration into the home. Mitesco expects to provide additional
details as these discussions and opportunities develop.
“The edge node can have an immediate job supporting
distributed computing,” Valania added. “The longer-term opportunity is what that node may enable for the homeowner. Once computing,
connectivity, and intelligent power management are present in the home, there are a number of directions that ecosystem can develop.”
Mitesco believes this approach allows Centcore to remain
focused on its core objective of improving the economics of distributed AI computing today, while preserving the opportunity to participate
in the continued evolution of residential energy management and home automation in the future.
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, 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, 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 statements regarding software development, commercialization, data center initiatives,
strategic partnerships, acquisitions, residential edge computing, energy efficiency, potential technology integrations, and future growth.
Actual results may differ materially due to risks including financing, execution, market acceptance, competition, regulation, and other
factors described in the Company’s SEC filings.
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
