Mitesco, Inc. Reports Unregistered Equity Sale

TL;DR

Mitesco sold unregistered stock, details TBD.

AI Summary

On September 18, 2025, Mitesco, Inc. reported an unregistered sale of equity securities. The filing does not specify the number of securities sold or the aggregate purchase price, but it indicates that the sale occurred on or about September 18, 2025. This event is categorized under "Unregistered Sales of Equity Securities" and "Other Events."

Why It Matters

This filing indicates Mitesco, Inc. has issued equity without registering it with the SEC, which could impact existing shareholders and future fundraising efforts.

Risk Assessment

Risk Level: medium — Unregistered sales of equity can signal potential dilution or a need for capital, and the lack of specific details in this initial report warrants caution.

Key Players & Entities

• Mitesco, Inc. (company) — Registrant
• September 18, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $1,052,575 — eferred stock whose total face value is $1,052,575, and which bears interest at 10% annual
• $25 — Preferred Stock") whose stated value is $25 per share. The Series A Shares may be c
• $4.00 — n stock by dividing the stated value by $4.00 (the "Conversion Price"). The Series A
• $257,700 — al of 2,025,910 shares in redemption of $257,700 of its Series A Preferred Stock during
• $13,591,200 — es of the Series A Preferred shares, is $13,591,200. The Company is in discussions with the

Filing Documents

• miti8k092325.htm (8-K) — 31KB
• mitiex99-1.htm (EX-99.1) — 17KB
• 0001185185-25-001268.txt ( ) — 212KB
• miti-20250918.xsd (EX-101.SCH) — 3KB
• miti-20250918_lab.xml (EX-101.LAB) — 33KB
• miti-20250918_pre.xml (EX-101.PRE) — 22KB
• miti8k092325_htm.xml (XML) — 3KB

From the Filing

UNITED 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): September 18, 2025 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 in Q3 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 99,338 shares of restricted common stock for the payment of its dividends on its Series X Preferred shares for Q3 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 during Q2 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 X Preferred shares. The Company issued a total of 2,025,910 shares in redemption of $257,700 of its Series A Preferred Stock during Q2. The issuances were as follows: Pinz Capital – 150,849 shares, GS Capital – 330,000 shares (reduced from allowable to stay under 5% in total holdings), Jefferson Street – 95,062 shares, AJB – 725,000 shares (reduced from allowable to stay under 5% in total holdings), Cavalry/Mercer/CM – 725,000 shares in aggregate (reduced from allowable to stay under 5% total holdings). These issuances resulted in the reduction of Series A Preferred stock of $257,700, and the remaining outstanding value, after giving effect to these issuances of the Series A Preferred shares, is $13,591,200. The Company is in discussions with the holders of th

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