Mitesco, Inc.

8-K · miti8k060626.htm iXBRL

0000802257

 2026-06-03
 2026-06-03

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 xbrli:shares

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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): June 3, 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
1.01 Entry into a Material Definitive Agreement.

  

 Item
3.02 Unregistered Sales of Equity Securities

  

 2026
Bridge financing

  

 On
June 3, 2026 Mitesco, Inc. (the “Company”) received funding from two (2) historical investors in the Company from two (2) new 2026
Bridge Notes. The 10% Original Issue Discount Convertible Promissory Notes (the “2026 Bridge Note”) with Monroe Street Capital,
LLC. whose note has a face of $75,000, and with Pinz Special Opportunities Fund, LP, whose face is $150,000 purchase price, for a total
of $225,000. The notes bear interest of 10% and have a maturity 12 months from the date of the note. Under the terms of the notes, the
Company is obligated to repay a total of $247,500 as the note includes a 10% original issue discount. The notes may be converted into
common stock of the Company at $0.15 per share, subject to certain adjustments. The description of the 2026 Bridge Note and related Securities
Purchase Agreement represents summaries and are qualified in their entirety by Exhibit 10.1 and Exhibit 10.2, attached hereto and incorporated
herein by reference.

  

 The
2026 Bridge Notes were sold pursuant to an exemption from registration under Section 4(a)(2) and Regulation D of the Securities Act of
1933. Securities issued in this offering 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.

  

 Item
8.01 Other Events.

  

 The
Company has signed a non-binding term sheet with one of its historical lenders to provide an additional $30 million of funding
through a facility using a Equity Line of Credit (ELOC) approach. The use of the funding facility is at the Company’s
discretion and subject to numerous conditions. The funding includes a fee equal to two percent (2%) of the full funding amount to be
secured with a promissory note which can be paid using a portion of the proceeds from the facility. The Company is expecting to have
this facility in place shortly, and will be filing .a registration statement using Form S-1 shortly allowing any shares issued under
the facility to be registered upon issuance. The Company’s counsel is working with counsel for the lender to create
definitive documents, subject to approval of the Board of Directors.

  

 The
Company issued a press release on June 8, 2026 discussing one of its new A.I. based software application, RoboAgent. A copy of the press
release is included in Exhibit 99.1 of this filing.  .

  

 Item
9.01 Financial Statements and Exhibits.

  

 Exhibits
  
 Description

 10.1
  
 Form of 2026 Bridge Note

 10.2
  
 Form of 2026 Bridge Note Securities Purchase Agreement

 99.1
  
 Press release dated June 8, 2026

 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: June 8, 2026
 MITESCO, INC.

  
  
  

  
 By:
 /s/ Mack Leath

  
  
 Mack Leath

  
  
 Chairman and CEO

  

 2