Mitesco Inc SEC Filings

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.

Mitesco, Inc. has registered up to 106,836,091 shares of common stock for resale by existing stockholders. These shares include stock issued and issuable from a large debt restructuring, redemptions of Series A Amortizing Convertible Preferred Stock, prior unregistered issuances, and potential conversion of 2025 Bridge Notes. Mitesco will not receive any proceeds from these sales; all cash goes to selling stockholders.

The company is shifting from a shuttered clinic business to new data center and cloud ventures through its Centcore and Vero Technology Ventures units. As of December 29, 2025, it had 15,093,055 common shares outstanding, and full redemption of Series A Preferred could add about 97.8 million shares, creating very significant dilution. The company reports current liabilities of about $17.6 million, minimal cash, a history of losses, and its auditors and management note substantial doubt about its ability to continue as a going concern.

Mitesco, Inc. has filed a resale prospectus covering up to 106,836,091 shares of common stock, all to be sold from time to time by existing stockholders. The shares include 2,628,179 shares issued to cancel approximately $12.4 million of obligations, up to 97,779,013 shares tied to the redemption of Series A Preferred Stock, 2,762,233 previously issued shares, and up to 3,666,666 shares from potential conversion of 2025 Bridge Notes.

The company is not selling securities itself in this offering and will receive no proceeds from these resales. Shares outstanding were 15,093,055 as of December 29, 2025, and could rise to 115,524,531 if all Series A redemption and Bridge Note conversion shares are issued. The filing follows a large debt restructuring that converted about $24 million of obligations into equity and preferred stock.

Mitesco has exited its former clinic business and now operates as a holding company focused on data center services and AI-based software through its Centcore and Vero Technology Ventures units. As of September 30, 2025, it held approximately $300 in cash against about $17.6 million in current liabilities and discloses substantial doubt about its ability to continue as a going concern. The company also warns that redemption of Series A Preferred Stock could cause over 90% dilution to existing common shareholders.

Mitesco, Inc. has filed a Form S-1 registering up to 106,836,091 shares of common stock for resale by existing investors, with the company itself not selling any securities and receiving no proceeds from these sales.

The shares include stock issued or issuable from a large debt restructuring, notably up to 97,779,013 shares tied to the redemption of Series A Preferred Stock and 3,666,666 shares from potential conversion of 2025 bridge notes. Mitesco had 15,093,055 shares outstanding as of December 29, 2025, and projects up to 115,524,531 shares outstanding if all Series A redemptions and bridge note conversions occur, implying substantial potential dilution. The filing also discloses a history of losses, heavy legacy obligations, and an auditor-raised substantial doubt about its ability to continue as a going concern absent new capital and meaningful revenue growth.

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.

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.

Mitesco, Inc. is registering up to 105,002,758 shares of common stock for resale by existing stockholders. The company itself is not selling securities and will receive no proceeds from these sales. The registered shares include stock issued and issuable in a large debt restructuring, shares underlying Series A Amortizing Convertible Preferred Stock, previously issued common shares, and shares related to a 2025 convertible bridge note.

Mitesco has shifted from a discontinued clinic business to a holding-company model focused on data center services through Centcore and cloud and AI software ventures through Vero Technology Ventures. As of December 4, 2025, 15,093,055 common shares were outstanding, with total shares potentially reaching 113,691,198 if Series A Preferred redemptions and the bridge note conversion occur. The company reports substantial doubt about its ability to continue as a going concern, with minimal cash, significant liabilities, and a need for additional capital.

The filing highlights extensive risks, including severe potential dilution from Series A Preferred redemptions, settlement obligations from prior clinic leases and vendors, thin and volatile trading in its stock, cybersecurity threats, intense competition in data services, evolving regulatory requirements, and execution risk around its acquisition and growth strategy.

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.