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Mitesco (MITI) adds 2026 bridge note and 5M-share option plan

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(High)
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Form Type
8-K

Rhea-AI Filing Summary

Mitesco, Inc. entered into new financing and equity arrangements and outlined potential acquisition costs. The company received a $50,000 10% Original Issue Discount Convertible Promissory Note due in 12 months, with total repayment of $55,000 and an option to convert at $0.15 per share.

The Board reported additional issuances of Series X Preferred Stock, bringing the total outstanding to 51,703 shares with 10% annual dividends and “super” voting rights of 400 votes per share. It also approved a stock option plan to be registered on Form S-8, allowing up to 5 million shares with option exercise prices set at 115% of the closing price at issuance.

Mitesco engaged an advisory firm to evaluate a potential acquisition, expecting up to $20,000 in valuation fees and potentially $150,000 in total professional expenses during Q2 FY2026 if it proceeds, while cautioning there is no assurance a transaction or related financing will be completed.

Positive

  • None.

Negative

  • None.
Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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.
2026 Bridge Note purchase price $50,000 10% Original Issue Discount Convertible Promissory Note
Total bridge note repayment $55,000 Principal plus 10% original issue discount due in 12 months
Bridge note conversion price $0.15 per share Convertible into common stock, subject to adjustments
Series X Preferred shares outstanding 51,703 shares Outstanding after additional Series X issuances
Series X dividend rate 10% on $25.00 Equivalent to $2.50 per Series X share per year
Stock option plan capacity 5,000,000 shares Shares available under new option plan to be filed on Form S-8
Option exercise pricing 115% of closing price Exercise price set at grant date market premium
Potential professional expenses $150,000 Maximum anticipated Q2 FY2026 costs if acquisition proceeds
Original Issue Discount financial
"The 10% Original Issue Discount Convertible Promissory Note (the “2026 Bridge Note”)"
Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.
Convertible Promissory Note financial
"The 10% Original Issue Discount Convertible Promissory Note (the “2026 Bridge Note”)"
A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.
Series X Preferred Stock financial
"there are now 51,703 shares of Series X Preferred Stock outstanding"
pari passu financial
"The Series X Preferred Stock ranks pari passu with the Series C Preferred Stock"
An instruction that different claims, securities, or creditors are treated equally and share rights or payments on the same priority level. For investors, it means their position will be paid or have voting power alongside others in the same class rather than being favored or subordinated—think of several people standing in one bus line who all get on together rather than some cutting ahead. That parity affects expected recovery in reorganizations, dividend order, and relative risk.
Form S-8 regulatory
"It anticipates filing the new plan under Form S-8 allowing for 5 million shares"
A Form S-8 is a U.S. Securities and Exchange Commission registration that lets a public company set aside shares for employee benefit plans and stock-based compensation. Think of it as opening a dedicated account that authorizes the company to issue or reserve stock for workers and directors; it matters to investors because it enables share dilution when those awards are granted or exercised and signals how management is compensated and incentivized.
change of control financial
"On or after December 31, 2022, or the occurrence of a change of control, we may, at our option, redeem the Series X Preferred Stock"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
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): April 20, 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.

 

Item 3.02 Unregistered Sales of Equity Securities

 

2026 Bridge financing

 

On April 23, 2026 Mitesco, Inc. (the “Company”) received funding from a new institutional investor in the Company using the 2026 Bridge Note previously executed with other of its historical investors. The 10% Original Issue Discount Convertible Promissory Note (the “2026 Bridge Note”) has a $50,000 purchase price. The note bears interest of 10%, and has a maturity 12 months from the date of the note. Under the terms of the note, the Company is obligated to repay a total of $55,000 as the note includes a 10% original issue discount. The note may be converted into common stock of the Company at $0.15 per share, subject to certain adjustments. The description of the 2026 Bridge Note and related Securities Purchase Agreement represents summaries and are qualified in their entirety by Exhibit 10.1 and Exhibit 10.2, attached hereto and incorporated herein by reference.

 

The 2026 Bridge Note was 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

 

Shares issued for dividends and redemptions

 

The Company issued the shares noted 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 issuances

 

The Board of Directors has approved the issuance of additional shares of its Series X Preferred stock as follows:

 

a.Each Director shall receive $60,000 of Series X Preferred stock as a part of their compensation for FY2026;

 

b.A historical shareholder, Anglo Irish Investments, LLC shall receive $60,000 of Series X Preferred stock as consideration for its assistance in evaluating certain acquisitions.

 

As of a result of these issuances there are now 51,703 shares of Series X Preferred Stock outstanding.

 

The Series X Preferred shares have the following attributes:

 

Ranking. The Series X Preferred Stock ranks pari passu with the Series C Preferred Stock, senior to the Series A Preferred Stock and senior to all classes or series of Common Stock.

 

Voting Rights. Holders of the Series X Preferred Stock have “super” voting rights such that on each matter on which holders of the our stock are entitled to vote, each share of Series X Preferred Stock will be entitled to four hundred (400) votes, subject to any adjustment for stock splits or dividends subsequent to issuance, except that when shares of any other class or series of Preferred Stock we may issue have the right to vote with the Series X Preferred Stock as a single class on any matter, the Series X Preferred Stock and the shares of each such other class or series will have four hundred (400) votes for each $25.00 of liquidation preference (excluding accumulated dividends).

 

Dividends. Holders of shares of the Series X Preferred Stock are entitled to receive, when, as and if declared by the Board of Directors, out of funds legally available for the payment of dividends, or at our option through the issuance of shares of restricted Common Stock, cumulative cash, or Common Stock, at the rate of 10% on $25.00 per share of each Series X Preferred Stock, per annum (equivalent to $2.50 per share per annum). Such dividends shall accrue daily and be cumulative as of the issuance date of such Series X Preferred Stock and shall be payable monthly in arrears on the 15th day of each month.

 

Liquidation Rights. Upon our liquidation, dissolution or winding up, the holders of our Series X Preferred stock will be entitled to share rateably in all assets remaining after payment of liabilities, subject to prior distribution rights of Preferred Stock then outstanding, if any, with a $25.00 liquidation preference per share, plus an amount equal to any accumulated and unpaid dividends prior to any distributions to our Common Stock holders or any other class or series of capital stock that may rank junior to the Series X Preferred Stock. Such liquidation preference is subject to adjustments for stock splits, combinations, or similar events.

 

1

 

 

Rights and Preferences. The rights, preferences, and privileges of holders of our Series X Preferred Stock are subject to, and may be adversely affected by, the rights of holders of shares of any series of Preferred Stock that we may designate and issue in the future that may rank senior to the Series X Preferred Stock.

 

Redemption Rights. On or after December 31, 2022, or the occurrence of a change of control, we may, at our option, upon at least 30 days’ but not more than 60 days’ notice, redeem the Series X Preferred Stock, in whole or in part for cash at a redemption price of $25.00 per share of Series X Preferred Stock, plus any accumulated and unpaid dividends thereon. If such a redemption is due to a change of control, then such redemption price can only be paid with cash, otherwise, the redemption price may be paid out of cash or issuance of other equity at our option.

 

Pre-emptive or Similar Rights. Our Series X Preferred Stock has no pre-emptive or conversion rights or other subscription rights, nor are there any redemption or sinking fund provisions applicable to our Common Stock.

 

Fully Paid and Nonassessable. All our issued and outstanding shares of Series X Preferred Stock are fully paid and nonassessable.

 

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. 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 April 20, 2026 the Board of Directors of Mitesco, Inc. (the “Company”) hereby approved the following actions:

 

Officer Compensation for FY2026

 

The Board has approved the following compensation for Brian Valania in his role as CEO of the Company for FY2026:

 

a.Base salary of $120,000 per year, accruing monthly retroactive to January 1, 2026;

 

b.A quarterly performance bonus of $30,000 per quarter to be earned based on the achievement of certain MBO (management by objective) actions. Those achievement goals to be set by Jordan Balencic as head of the compensation committee;

 

c.All payments shall accrue but will not be paid unless the Board determines that there is sufficient cash available to do so;

 

d.It is noted that as of this date $60,000 remains unpaid and owed from FY2025, and the Board will make a determination as to the ability to be paid based on available cash on a going forward basis.

 

Director Compensation for FY 2026

 

The Board has set compensation for the members of the Board during FY2026 as follows:

 

e.An issuance of $60,000 of Series X Preferred shares as of this date;

 

f.An issuance of 100,000 stock options under a Form S-8 when filed as noted below, fully vested at the time of issuance;

 

g.A potential award of $25,000 in cash upon the successful raising of at least $5 million in equity, debt or other cash infusion.

 

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Item 8.01 Other Events.

 

The Board of Directors has approved the filing of a stock option plan for the benefit of its employees, executives, advisors and consultants. It anticipates filing the new plan under Form S-8 allowing for 5 million shares to be issued, with pricing for the exercise of the options to be set at 115% of the closing price at the time of the issuance.

 

The Company has previously stated it is looking for acquisitions including those based on new technologies. On April 22, 2025 it retained a firm with expertise in valuations to examine one of its potential acquisition candidates. The Company expects to incur an expense of up to $20,000 related to this advisory firm, and potentially as much as $150,000 in total professional expenses including legal, accounting and audit during Q2 of FY2026 should it choose to proceed with this transaction There can be no assurance that the Company will be able to agree to acceptable terms with the entity and its shareholders, that the financing needed to fund the operations at acceptable terms will be available, or that the Company’s professionals will be able to provide comfort and opinion letters to support the transaction.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibits   Description
10.1   Form of 2026 Bridge Note
10.2   Form of 2026 Bridge Note Securities Purchase Agreement
104   Cover Page Interactive Data File (formatted as Inline XBRL)

 

3

 

 

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: April 24, 2026 MITESCO, INC.
     
  By:  /s/ Mack Leath
    Mack Leath
    Chairman and CEO

 

4

 

Source: View Original Filing on SEC EDGAR

FAQ

What bridge financing did Mitesco (MITI) receive in April 2026?

Mitesco received a new 10% Original Issue Discount Convertible Promissory Note with a $50,000 purchase price, requiring total repayment of $55,000 in 12 months. The note is convertible into common stock at $0.15 per share, subject to adjustments.

What are the key terms of Mitesco’s Series X Preferred Stock?

Mitesco’s Series X Preferred Stock carries a $25.00 liquidation preference and a 10% annual dividend, equivalent to $2.50 per share. Each share has “super” voting rights of 400 votes, ranking pari passu with Series C and senior to Series A and common stock.

How many Series X Preferred shares of Mitesco (MITI) are outstanding?

Following recent issuances, Mitesco has 51,703 shares of Series X Preferred Stock outstanding. These shares are fully paid, nonassessable, and were issued to accredited investors under Regulation D exemptions from registration under the Securities Act of 1933.

What stock option plan did Mitesco’s board approve?

Mitesco’s board approved a stock option plan to be filed on Form S-8, covering up to 5 million shares. Option exercise prices will be set at 115% of the closing market price at the time of grant, benefiting employees, executives, advisors, and consultants.

Are the new Mitesco securities registered under the Securities Act of 1933?

The 2026 Bridge Note and related securities, along with certain restricted shares, were issued under exemptions including Section 4(a)(2) and Regulation D. These securities are not registered and may only be offered or sold pursuant to registration or applicable exemptions.

Filing Exhibits & Attachments

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