Mitesco, Inc. Files 8-K: Agreements, Equity Sales, and Officer Changes

TL;DR

Mitesco 8-K: Material agreement, equity sales, control changes, and exec shifts. Big moves happening.

AI Summary

Mitesco, Inc. announced on August 24, 2025, the entry into a material definitive agreement. The company also reported unregistered sales of equity securities and changes in control of the registrant. Additionally, there were departures of directors or certain officers, elections of directors, and appointments of certain officers, along with compensatory arrangements for these officers. The filing also notes other events and financial statements/exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions at Mitesco, Inc., including potential changes in control and equity transactions, which could impact its stock and strategic direction.

Risk Assessment

Risk Level: medium — The filing details changes in control, unregistered equity sales, and executive/director changes, which can introduce uncertainty and potential volatility.

Key Players & Entities

• Mitesco, Inc. (company) — Registrant
• August 24, 2025 (date) — Earliest event reported
• August 28, 2025 (date) — Filing date

FAQ

Key Financial Figures

• $10,000 m — e and messaging areas. She will receive $10,000 monthly base pay ($120,000 annually) and
• $120,000 — will receive $10,000 monthly base pay ($120,000 annually) and will be eligible to recei
• $26 million — e Company during the last 3 years. Over $26 million in debt incurred in conjunction with th
• $500,000 — Company expects to realize a expense of $500,000 related to this issuance during Q3 of F
• $25 — years. The shares have a face value of $25 each, and as such the issuance is value
• $312,575 — le and consulting fees in the amount of $312,575. Its common stock holdings have come so
• $60,000 — f Directors in FY2025. He also received $60,000 of Series X Preferred shares as conside

Filing Documents

• miti8k082725.htm (8-K) — 57KB
• mitiex99-1.htm (EX-99.1) — 8KB
• 0001185185-25-001092.txt ( ) — 230KB
• miti-20250824.xsd (EX-101.SCH) — 3KB
• miti-20250824_lab.xml (EX-101.LAB) — 33KB
• miti-20250824_pre.xml (EX-101.PRE) — 22KB
• miti8k082725_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Application Development Team The Company has begun an effort to build an application software development team with the hiring of an application specialist with over 30 years experience, including with AT&T and Nokia. Ms. Aurora Colvin was appointed CTO and the team leader as of August 25, 2025, and will be focused initially on the new Robo Agent application set. Ms. Colvin's background can be found on Linkedin here: https://www.linkedin.com/in/luz-aurora-colvin-21279b1/. The new Robo Agent has extensive use of "conversational A.I." and natural language processing (NLP), technologies with extensive application in the cell phone and messaging areas. She will receive $10,000 monthly base pay ($120,000 annually) and will be eligible to receive a bonus equal to 10% of net sales for the Robo Agent application up to a maximum of $120,000 per year. She is also being issued 200,000 shares of restricted common stock as additional consideration. In addition to the appointment of the team leader, the Company is in the process of retaining other individuals and organizations to assist in the Robo Agent development effort. It has approved the issuance of up to 1,000,000 shares of restricted common stock in conjunction with this effort. As of this filing, the Company expects to issue up to 200,000 shares to key participants and is completing agreements with two (2) additional consulting groups. If successful in its discussions the Company will issue each of the groups 200,000 of restricted common stock as a part of the consideration provided. Including the issuance noted above, there will be 600,000 restricted shares issued between the three (3) groups as incentives.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. Turnaround consulting As of August 25, 2025, the Board of Directors has approved the award of 20,000 shares of its Series X Preferred shares to Anglo Irish Management, LLC for services related to the recapitalization and restructuring of the Company during the last 3 years. Over $26 million in debt incurred in conjunction with the discontinued healthcare clinic business was converted into equity and all litigation matters are now settled. The Company expects to realize a expense of $500,000 related to this issuance during Q3 of FY2025, subject to accounting review. After this issuance there will be 42,103 of Series X Preferred Stock outstanding. Terms of Series X Preferred Stock are included in the Company's Articles of Incorporation filed with the SEC and available on www.sec.gov. Additionally, the disclosures made under Item 1.01 and under Item 5.02 herein are incorporated by reference. The Company issued shares of restricted stock 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. 1

01 Changes in Control of the Registrant

Item 5.01 Changes in Control of the Registrant. As a result of the issuances noted herein the total number of shares of common stock outstanding as of the date of this filing is 12,517,807. There was an issuance of Series X Preferred shares to a member of the Board of Directors, and an existing holder of Series X Preferred shares increased their holdings. The Series X Preferred shares have "super voting" rights equal to 400 votes per share held, and as a result the Series X Preferred holders have voting control of over 50% at this time. The share ownership for its Officers and Directors and those who own 5% or more voting control is as noted below: Common shares outstanding at 08/25/2025*: 12,517,807 Preferred X shares outstanding at 08/25/2025: 42,103 Votes from Preferred X super voting: 16,840,000 Total voting shares including common and super votes from Preferred X: 29,357,807 Name Amount and Nature of Beneficial of Common Stock Percentage of Common Stock Beneficially Owned Number of Shares of Series X Preferred Stock Percentage of Series X Preferred Stock Number of votes at 400 per share Add common shares held at 06/30/2025 Total Votes % of the Total Votes MACK LEATH (1) (2) 385,540 3.08 % 2,400 5.70 % 960,000 381,477 1,341,477 4.57 % JORDAN BALENCIC (3) 266,178 2.13 % 2,400 5.70 % 960,000 260,644 1,220,644 4.16 % JIM CLIFTON (3) (6) 250,000 2.00 % 2,400 5.70 % 960,000 250,000 1,210,000 4.12 % Current Executive Officers and Directors as a group (3 Persons) 901,718 7.20 % 7,200 17.10 % 2,880,000 892,121 3,772,121 12.85 % 5% or more shareholders JOHN MITCHELL (4) 306,086 2.45 % 2,400 5.70 % 960,000 306,086 1,266,086 4.31 % ANGLO IRISH MANAGEMENT, LLC (5) 174,641 1.40 % 32,503 77.20 % 13,000,000 174,641 13,174,641 44.88 % Notes to the above table: *

02 Departure of Directors or Certain Officers;

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 26, 2025, the Board of Directors appointed Mr. James Clifton to the Board of Directors. Since October 2024 he has served on the Company's Advisory Board and has been supporting the development of the data center business, Centcore, LLC. Jim Clifton is a senior sales and marketing executive focused on systems software, data analytics and innovative implementation to improve productivity across corporations and workforces worldwide. He also has business interests in the commercial and residential real estate area. As an advisor to the Board, Mr. Clifton received 75,000 shares of restricted stock in consideration for his efforts. The Board of Directors has elected not to receive additional compensation for FY2025, each having been issued 250,000 shares of restricted common stock and $60,000 of Series X Preferred shares for their contributions in FY2024. In order to compensate Mr. Clifton for his substantial efforts as a new Director the Board has approved, as of August 25, 2025, the issuance of the same consideration that the other directors received during FY2024. Accordingly, Mr. Clifton will be issued as additional 175,000 shares of restricted common stock, bringing his total common stock holdings to 250,000 shares, identical to the other Directors. He will also be issued $60,000 of Series X Preferred stock, again making his holdings equal to those of all other Directors.

01 Other Events

Item 8.01 Other Events. On August 26, 2025, the Company issued a press release which provided an update on its business operations and forward-looking plans. A copy of the press release is attached herein as Exhibit 99.1

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibits Description 99.1 Press Release dated August 26, 2025 104 Cover Page Interactive Data File (formatted as Inline XBRL) 3 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: August 28, 2025 MITESCO, INC. By: /s/ Mack Leath Mack Leath Chairman and CEO 4

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View this 8-K filing on SEC EDGAR