STOCK TITAN

MITESCO INC 8-K Filings

MITI OTC

Every 8-K that MITESCO INC (MITI) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow MITI and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full MITI filings page.

Rhea-AI Summary

Mitesco, Inc. (MITI) reported several capital structure and financing actions alongside strategic updates. The company entered an agreement with a Boca Raton consulting group for additional software development and will issue 1,000,000 shares of restricted common stock plus hourly fees as consideration. Holders of five 2025 Bridge Notes with an aggregate principal of $200,000 agreed to extend maturities, with $78,000 of notes extended to September 1, 2026 and the remainder to December 31, 2026.

With board consent and approval from a majority of Series A Preferred holders, Mitesco has suspended redemptions of its Series A Preferred shares and is negotiating a new structure targeted by September 30, 2026. The company also obtained new unregistered financing: $20,000 from historical investor AJB on existing terms, plus term notes of $100,000 from C/M and $60,000 from WVP, each with a 60‑day term, issued under Section 4(a)(2) exemptions.

Press releases describe the decision to cease Series A redemptions, citing a prior 4.9% ownership cap and over 5,000 retail shareholders, and outline strategy around Centcore’s TC/DC edge data center nodes, AI workload efficiency, and a potential longer-term path into the home automation and smart-power market, which is cited at roughly $114–$162 billion with double‑digit projected CAGR.

Rhea-AI Summary

Mitesco, Inc. reported that its board approved several unregistered issuances of restricted common stock, including advisory and compensation grants and an advisory agreement with Dawson James Securities. The authorizations cover shares to long-term shareholder supporters, developers of the Robo Agent software, Dawson James, Anglo Irish Management, LLC, and each board member, with related non-cash charges such as $108,500 for 3,100,000 shares to four software contributors and $315,000 for board awards. After these grants, the company expects to have approximately 47,000,000 shares outstanding.

Mitesco also outlined progress and plans in its Centcore data center and Vero Technology Ventures software businesses. Management is testing its Robo Agent AI platform with real estate agents and believes it can begin licensing in late fiscal 2026 at around $100 per user. It plans to place up to 10,000 TC/DC edge-computing units over 2–3 years, with initial units expected to cost about $10,000 each and locations paid $100 per month in rent. Management believes each unit could generate $2,000–$5,000 per unit in revenue and is exploring a royalty-based funding structure that it believes would not be dilutive to shareholders.

Rhea-AI Summary

Mitesco, Inc. reports issuing additional equity compensation, including 2,400 Series X Preferred shares to each of two directors, 4,800 shares to its CEO, and 2,400 Series X Preferred shares to an advisor, with stated values of $60,000 per director and advisor and $120,000 for the CEO. Following these awards, there are 63,703 shares of 10% Series X Cumulative Redeemable Perpetual Preferred Stock outstanding. This preferred stock has $0.01 par value, a $25.00 per-share liquidation preference, a 10% annual dividend, and carries 400 votes per share, giving Series X holders over 59% voting control. The securities are not registered under the Securities Act and rely on an exemption.

The company also outlines a strategic expansion of its Centcore unit into edge computing with a compact, low-power “TC/DC” small-format data center platform aimed at residential, rural, and small-business sites. Prototype testing is expected in late Q3 fiscal 2026, with initial commercial deployments targeted for Q1 fiscal 2027 and potential scaling to approximately 10,000 deployed units within 18–24 months. Management references industry estimates of the global edge computing market growing from $25.63 billion in 2026 to $267.42 billion by 2034.

Rhea-AI Summary

Mitesco, Inc. entered into an equity line of credit that allows it to draw up to $30 million over up to 36 months from a longtime institutional investor. The stock issued under the facility is generally priced at a 10% discount to market and carries a 2% fee on the maximum funding.

The company plans to use the capital for technology-focused acquisitions, growth initiatives, and potentially retiring bridge and legacy healthcare-related obligations. Mitesco also issued 454,052 restricted shares as dividends on Series X Preferred stock, 3,698,147 shares to redeem about $203,000 of Series A Preferred, and additional restricted shares for consulting services and management incentives.

Rhea-AI Summary

Mitesco, Inc. entered into $225,000 of 2026 bridge convertible promissory notes with two historical investors, providing short-term financing with a 10% original issue discount and 10% interest, maturing 12 months from issuance.

The notes are convertible into common stock at $0.15 per share, potentially increasing the share count if investors elect to convert. Mitesco also signed a non-binding term sheet for a potential $30 million equity line of credit facility, which would be used at the company’s discretion and carries a 2% fee secured by a promissory note.

Separately, the company’s Vero Technology Ventures division announced the RoboAgent Test Bed Team, bringing real estate and coaching professionals together to refine its AI-powered real estate productivity platform, RoboAgent, ahead of broader commercialization.

Rhea-AI 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.

Rhea-AI Summary

Mitesco, Inc. reported new financing, share issuances and a product update. The company entered into 10% Original Issue Discount Convertible Promissory Notes with Jefferson Street Capital and Pinz Special Opportunities Fund, each with a $50,000 purchase price, maturing in 12 months and convertible at $0.15 per share. Mitesco also paid Q1 FY2026 dividends on its Series X Preferred Stock by issuing 222,142 restricted common shares, and redeemed $201,400 of Series A Preferred Stock by issuing 2,922,915 common shares, leaving a remaining Series A face value of $12,927,475. After these issuances, total common shares outstanding are about 20,244,118. Separately, the company released a video highlighting its Sportzfolio sports-facility marketplace platform and its revenue-sharing partnership via Vero Technology Ventures.

Rhea-AI Summary

Mitesco, Inc. announced a leadership transition and strategic updates. The Board appointed Brian Valania as a director and to the roles of CEO and CFO, succeeding Mack Leath, who remains Chairman. Valania previously led the Company’s Centcore, LLC subsidiary and has a long background in enterprise software, cloud infrastructure, and data-driven transformation.

Former director Jim Clifton agreed to resign once a qualified replacement was named and remains a shareholder willing to assist the Company. The Company has not yet set director compensation for FY2026; Valania’s prior consulting agreement provided $120,000 per year, of which $60,000 in cash was paid for FY2025 and $60,000 remains payable when the Board determines resources are sufficient.

Strategically, Mitesco is advancing a model that combines distributed data centers through Centcore, LLC with cloud applications developed under Vero Technology Ventures, LLC, including platforms such as RoboAgent and Sportzfolio. Management highlights evaluation of software and data center acquisitions and notes target data center sites between Washington, D.C. and New York City and in the Middle East, with an emphasis on enterprise-level markets, integration of artificial intelligence, and near-term revenue opportunities.

Rhea-AI Summary

Mitesco, Inc. entered into another senior secured convertible bridge note, receiving $125,000 in funding under a 10% original issue discount promissory note with C/M Capital Master Fund, L.P. The company must repay $137,500, reflecting the discount.

The 2025 Bridge Note has an 18‑month term, bears no interest unless in default, and is convertible into common stock at $0.15 per share, subject to adjustments. Over the last 12 months, the company has obtained an aggregate $625,000 through these notes, which may be prepaid at 110% of outstanding principal.

Obligations are guaranteed by subsidiaries, secured by a pledge of subsidiary securities, and backed by a first‑priority senior security interest in all company assets. The note was sold as an unregistered offering under Section 4(a)(2) and Regulation D of the Securities Act.

Rhea-AI Summary

Mitesco, Inc. filed a current report to note that it issued a press release on January 27, 2026. The release updates shareholders on the company’s “Robo Agent” AI-based software, which is focused on salesforce automation. The press release is furnished as Exhibit 99.1 to this report.

Rhea-AI Summary

Mitesco, Inc. reported multiple unregistered equity issuances and a planned board change. Under an exemption from registration, the company issued restricted common stock to pay Q4 FY2025 dividends on its Series X Preferred Stock, totaling 157,061 shares, and to redeem portions of its Series A Amortizing Convertible Preferred Stock, totaling 2,228,147 shares in Q4 redemptions of $257,700 stated value.

Mitesco also issued 125,000 restricted shares to a developer of its Robo Agent software and 250,000 restricted shares to a firm assisting with a planned uplist to a senior exchange. After all issuances, total common shares outstanding are approximately 17,321,203. The company disclosed that one director will resign no later than March 31, 2026, with replacement candidates under consideration.

Rhea-AI 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.

Rhea-AI Summary

Mitesco, Inc. reported that it issued a press release on December 9, 2025 to update shareholders on its business development plans. The company stated it intends to explore expanding its data center operations in Tennessee, highlighting the state’s relatively low power costs as a key factor. It also discussed the possibility of pursuing a merger or acquisition to accelerate growth compared with relying solely on organic expansion. The press release is attached to the report as an exhibit.

Rhea-AI Summary

Mitesco, Inc. entered into a six‑month Advisory Agreement with JRB Consulting, Inc. to support acquisitions, financing efforts, and an uplisting of its securities to a senior exchange such as NASDAQ or the NYSE. As compensation, Mitesco will pay JRB a cash fee of $200,000 upon completion of an approved uplisting and has immediately issued 250,000 shares of restricted common stock, which will be included on a piggyback basis in a future registration statement.

The company states that the shares were issued to accredited institutional investors in a private transaction under Section 4(a)(2) of the Securities Act. Mitesco also released a press update describing its enterprise AI sales‑force automation application called “Robo Agent”, its goal of moving to a senior trading exchange, and the possibility of pursuing a merger or acquisition to accelerate growth beyond organic expansion.

Rhea-AI Summary

Mitesco, Inc. (MITI) entered a secured financing and unregistered equity securities transaction. The company issued a Senior Secured 10% Original Issue Discount Convertible Promissory Note with potential total funding of $1,000,000, beginning with $250,000 funded on October 31, 2025. The 18‑month note requires repayment of $275,000 reflecting the 10% OID, bears no interest unless in default, and is convertible into common stock at $0.15 per share, subject to adjustments.

The note may be prepaid at 110% of the outstanding principal. Obligations are guaranteed by subsidiaries, secured by a pledge of subsidiary securities, and carry a first‑priority senior security interest in all company assets. The securities were sold pursuant to Section 4(a)(2) and Regulation D and are not registered under the Securities Act.

Rhea-AI Summary

Mitesco, Inc. reports multiple unregistered issuances of equity tied to preferred stock obligations and consultant compensation. The company paid Q3 FY2025 dividends on its Series X Preferred Stock, which has 42,103 shares outstanding with a total face value of $1,052,575 and a 10% annual rate, by issuing 99,338 restricted common shares to several holders.

During Q3, Mitesco redeemed $257,700 of its Series A Amortizing Convertible Preferred Stock by issuing 2,025,910 common shares under terms that allow cash or stock redemptions and include a 4.9% ownership cap per holder. This reduced the remaining stated value of the Series A Preferred Stock to $13,591,200, and the company is in discussions with holders about changing or possibly eliminating this class before December 31, 2025.

The company also issued 725,000 restricted common shares to four consultants, including its CTO, as consideration for software development work on its Robo Agent application. All equity issuances were made to accredited investors in private offerings, and total common shares outstanding after these transactions are approximately 14,593,055.

Rhea-AI 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.