Mitesco (MITI) issues new shares and plans board change

Rhea-AI Filing 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.

Insights

Equity capital structure analyst

Mitesco used stock for dividends, redemptions, and services, modestly reshaping its capital structure.

Mitesco issued restricted common stock instead of cash for several purposes: paying Q4 FY2025 dividends on its 10% Series X Preferred Stock, redeeming a portion of its Series A Amortizing Convertible Preferred Stock, and compensating a software consultant and an advisory firm for a planned uplist. Q4 redemptions retired $257,700 of Series A stated value, while the remaining outstanding stated value is $13,156,724, showing that the preferred overhang is still significant.

The total share issuances, including 2,228,147 shares for Series A redemptions and 157,061 shares for Series X dividends, bring common shares outstanding to about 17,321,203. Holders of the Series A Preferred have agreed not to own more than 4.9% of common stock at any time, which the company notes has reduced the redemption rate. The announced director resignation by March 31, 2026 introduces a governance change, though the company states that multiple replacement candidates are being evaluated.

8-K Event Classification

3 items: 3.02, 8.01, 9.01

3 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

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.

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): January 19, 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 3.02 Unregistered Sales of Equity Securities.

The Company issued these shares 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 dividend payments for Q4 FY2025

The Company has 42,103 shares of its Series X Preferred stock whose total face value is $1,052,575, and which bears interest at 10% annually. The interest can be paid through the issuance of restricted common stock priced using the closing price per share on the 15^th of each month. The Company has issued a total of 157,061 shares of restricted common stock for the payment of its dividends on its Series X Preferred shares for Q4 FY2025. The issuances were as follows: Leath – 8,787 shares, Balencic – 8,787 shares, Mitchell – 8,787, Clifton – 2,941shares, Anglo Irish – 70,035 shares.

Series A Preferred Stock redemptions for Q4 FY2025

As a part of its FY2024 Restructuring Plan the Company issued to certain holders of its notes and other securities a newly created a new Series A Amortizing Convertible Preferred Stock (the “Series A Shares” or “Series A Preferred Stock”) whose stated value is $25 per share. The Series A Shares may be converted into shares of common stock by dividing the stated value by $4.00 (the “Conversion Price”). The Series A Shares may be converted at the option of the holder at any time, or mandatorily by the Company if certain conditions set forth in the certificate of designation are met. As stipulated in the certificate of designation, unless converted, shares of Series A Preferred Stock will be redeemed by the Company, using common stock, or cash, 1/36^th of the remaining amounts monthly beginning in January 2025. The cash redemption shall be 105% of the original price of the Series A Preferred Stock (as adjusted) and common stock redemption shall be at a 10% discount to the average of the five lowest closing prices over a 30-trading day period.  The Company intends to accrue the redemption shares monthly and issue any shares to be used thereunder quarterly to reduce its expense. Each of the holders has agreed not to hold at any point in time more than 4.9% of the Company’s common stock, which has served to reduce the rate of redemption for the Series A Preferred shares.

The Company issued a total of 2,228,147 shares in redemption of $257,700 of its Series A Preferred Stock for Q4. The issuances were as follows: Pinz Capital – 254,468 shares, GS Capital – 437,393 shares (reduced from allowable to stay under 5% in total holdings), Jefferson Street – 122,917 shares, AJB – 751,810 shares (reduced from allowable to stay under 5% in total holdings), Cavalry/Mercer/CM – 661,560 shares in aggregate (reduced from allowable to stay under 5% total holdings). These issuances resulted in the reduction of Series A Preferred stock of $184,695, and the remaining outstanding face value, after giving effect to these issuances of the Series A Preferred shares, is $13,156,724.

Issuances related to consultants

The Company has issued 125,000 shares of restricted common stock to an individual who was involved with the development of its Robo Agent software application as consideration for their services. It has also issued 250,000 shares to a firm involved with the planned “uplist” of its common stock to a senior exchange.

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.

As a result of these issuances, the total number of shares outstanding after these issuances is approximately 17,321,203.

Item 8.01 Other Events.

The Company has been notified that one of its Directors will be resigning not later than March 31, 2026 due to a lack of time on their part to contribute to the needs of the Company. A number of candidates are being considered for his replacement and a formal announcement will be made when a selection decision has been made.

Item 9.01 Financial Statements and Exhibits.

Exhibits		Description
104		Cover Page Interactive Data File (formatted as Inline XBRL)

1

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: January 21, 2026	MITESCO, INC.
	By:	/s/ Mack Leath
		Mack Leath
		Chairman and CEO

2

FAQ

What new shares did Mitesco (MITI) issue in Q4 FY2025?

Mitesco issued 157,061 restricted common shares to pay Q4 FY2025 dividends on its Series X Preferred Stock, 2,228,147 shares to redeem $257,700 of Series A Preferred Stock, 125,000 shares to a Robo Agent software consultant, and 250,000 shares to a firm assisting with a planned uplist.

How many Mitesco (MITI) common shares are outstanding after these issuances?

After the Q4 FY2025 dividend, redemption, and consulting-related issuances, Mitesco states that the total number of common shares outstanding is approximately 17,321,203.

What are the key terms of Mitesco's Series A Amortizing Convertible Preferred Stock?

The Series A Preferred Stock has a stated value of $25 per share and may be converted into common stock by dividing the stated value by a $4.00 conversion price. Unless converted, it is scheduled to be redeemed in monthly 1/36th installments beginning in January 2025, using either cash at 105% of original price or common stock at a 10% discount to the average of the five lowest closing prices over a 30-trading-day period.

How much Series A Preferred Stock remains outstanding for Mitesco (MITI)?

Following the Q4 FY2025 redemptions of $257,700 stated value via issuance of 2,228,147 common shares, Mitesco reports that the remaining outstanding face value of its Series A Preferred Stock is $13,156,724.

How is Mitesco (MITI) paying dividends on its Series X Preferred Stock?

Mitesco's Series X Preferred Stock has 42,103 shares outstanding with total face value of $1,052,575, bearing interest at 10% annually. The company may pay this interest by issuing restricted common stock priced using the closing price per share on the 15th of each month; for Q4 FY2025 it issued 157,061 shares of restricted common stock.

What board change did Mitesco (MITI) disclose?

Mitesco disclosed that one of its directors will resign no later than March 31, 2026 due to a lack of time to meet the companys needs. The company is considering several candidates as a replacement and plans a formal announcement once a selection is made.