Mitesco, Inc. SEC Filings

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.

Mitesco, Inc. filed its Q3 2025 report, showing severe liquidity and ongoing restructuring. The company ended the quarter with cash and cash equivalents of $321 and a stockholders’ equity deficit of $(23,785,020). Management disclosed “substantial doubt” about its ability to continue as a going concern.

Q3 revenue was $3,000 (down from $23,500 a year ago) as resources shifted to software projects. Operating expenses were $1,014,422, and the company reported a Q3 net loss of $(3,202,971), driven by accretion and revaluations tied to its Series A preferred and a $(500,000) legal settlement loss. For the nine months, revenue was $38,700 and net income was $159,981, aided by a $3,513,655 gain on derivative revaluation.

Current liabilities totaled $17,583,270, including legal settlements of $3,322,834 and Series A preferred liabilities presented at a $13,397,721 present value. The company issued common shares for redemptions and services and recorded stock-based compensation of $824,649 year-to-date. As of November 13, 2025, common shares outstanding were 15,093,055.

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.

Mitesco, Inc. (MITI) reported an insider transaction by CEO and director Mack R. Leath. On 09/22/2025, Leath acquired 8,787 shares of common stock at $0.18 per share. Following this trade, he beneficially owned 394,327 shares, held directly. A footnote states this total includes 100,000 shares held by a family member.

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.

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.