Mitesco, Inc. 8-K

What Happened

• Mitesco, Inc. (MITI) filed an 8-K (Jan 21, 2026) disclosing unregistered equity issuances tied to preferred‑stock dividends and redemptions, consultant equity grants, and a director resignation notice.
• The company issued restricted common stock to satisfy Q4 FY2025 dividend payments on its Series X Preferred shares and issued shares to redeem portions of its Series A Amortizing Convertible Preferred Stock under its FY2024 Restructuring Plan. It also granted restricted shares to consultants related to its Robo Agent software and planned uplist activity. One director has notified the company they will resign no later than March 31, 2026.

Key Details

• Series X Preferred: 42,103 Series X shares outstanding (face value $1,052,575) carry 10% annual interest. The company issued a total of 157,061 restricted common shares as dividend payments for Q4 FY2025 (noted recipients include Leath 8,787; Balencic 8,787; Mitchell 8,787; Clifton 2,941; Anglo Irish 70,035).
• Series A Preferred redemptions: The Series A has a stated value of $25/share (convertible at an effective $4.00 conversion price). Mitesco issued 2,228,147 common shares in redemption of $257,700 of Series A Preferred for Q4 FY2025; these issuances reduced Series A preferred by $184,695 and left a remaining outstanding face value of $13,156,724. Holders agreed not to exceed 4.9% ownership, which affected redemption rates.
• Consultant and uplist-related issuances: 125,000 restricted shares issued to an individual contributor to the Robo Agent project and 250,000 restricted shares issued to a firm assisting with a planned uplist. All these issuances were unregistered (Regulation D or Section 4(a)(2)).
• Pro forma outstanding shares: After these issuances, total common shares outstanding are approximately 17,321,203.

Why It Matters

• These equity issuances affect share count and can dilute existing common shareholders—important for investors tracking ownership percentages and per‑share metrics. The use of restricted common stock to pay preferred dividends and to redeem preferred shares signals the company is managing cash by issuing equity.
• The Series A redemption mechanics (monthly 1/36th amortization beginning Jan 2025, cash redemptions at 105% of original price, or stock redemptions at a discount formula) and the 4.9% ownership limits imposed by holders materially influence how quickly preferred obligations will be retired and how many shares may be issued over time.
• A director resignation (effective by March 31, 2026) may affect governance; the company plans to announce a replacement when selected. Investors should monitor future filings for details on the replacement and any material impacts.