Current Report · Items 1.01, 3.02, 8.01, 9.01 · 8-K

MITESCO INC

MITIOTCEQUITYCurrent

Entry into a Material Definitive Agreement · Unregistered Sales of Equity Securities · Other Events

Filed Aug 18, 2026Accepted Aug 18, 2026, 4:30 PM EDTCIK 802257Accession 0001185185-26-003601

Press release in this filing

Mitesco Announces Capital Structure Improvements for the Benefit of Shareholders →

Company context

Mitesco, Inc. (the “Company,” “we,” “us,” or “our”) was formed in the state of Delaware on January 18, 2012. On December 9, 2015, we restructured our operations and acquired Newco4pharmacy, LLC, a development stage company which sought to acquire compounding pharmacy businesses. As a part of the restructuring, we shut down our former business line. On April 24, 2020, we changed our name to Mitesco, Inc. In October 2023, the Company changed its domicile from Delaware to Nevada in order to effect reduced costs.

Current securities

MITIOTC · EQUITY · Current

Historical securities (7)

40097694OTC · EQUITY · Historical · closed Jan 11, 2016 MITIOTC · EQUITY · Historical · closed Dec 12, 2022 MITIDOTC · EQUITY · Historical · closed Jan 6, 2023 TNTYOTC · EQUITY · Historical · closed Jan 20, 2016 TNTYOTC · EQUITY · Historical · closed Apr 24, 2020 TNTYDOTC · EQUITY · Historical · closed Feb 16, 2016 TNTYEOTC · EQUITY · Historical · closed Nov 28, 2014

Recent company filings

Disclosure sections

Items 1.01, 3.02, 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement

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 3.02Item 3.02 - Unregistered Sales of Equity

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 8.01Item 8.01 - Other Events

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.

Filed exhibits (2)

EX-99.1 (by filename) mitiex99-1.htm

EX-99.1 5 mitiex99-1.htm EXHIBIT 99.1 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.” …

Open exhibit ↗

EX-99.2 (by filename) mitiex99-2.htm

EX-99.2 6 mitiex99-2.htm EXHIBIT 99.2 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 com…