UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
| (State or another jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(
(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 15th 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 Q3 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, 1/36th 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 Q3. 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 the Series A Preferred shares regarding a change in the terms, or total elimination of, the Series A Preferred stock and it is expected that such changes may be implemented before December 31, 2025.
Software Development Team Issuances
The Company has issued a total of 725,000 shares of restricted common stock to four (4) consultants who are involved with the development of its Robo Agent software application as consideration for their services, including 200,000 previously disclosed to its new Chief Technology Officer (CTO). These shares are in addition to other cash compensation and future performance payments based on the success of the Robo Agent sales. Given the modest cash component of the consideration for each of the participants, the Company determined that participation in the common stock of the Company was a necessary incentive to attract and keep well qualified individuals. 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. As a result of these issuances, the total number of shares outstanding after these issuances is approximately 14,593,055.
Item 8.01 Other Events.
On September 18, 2025, the Company issued a press release which provided an update on its expansion plans and forward-looking events. A copy of the press release is attached herein as Exhibit 99.1
Item 9.01 Financial Statements and Exhibits.
| Exhibits | Description | |
| 99.1 | Press Release dated September 18, 2025 | |
| 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: September 23, 2025 | MITESCO, INC. | |
| By: | /s/ Mack Leath | |
| Mack Leath | ||
| Chairman and CEO | ||
2
Exhibit 99.1
Mitesco Announces New Managed Services Offerings, Expanded Application Software Team and Addition of Digital Currency Experts
VERO BEACH, FL - September 18, 2025 (NEWMEDIAWIRE) - Mitesco, Inc. (OTC-QB: MITI, www.mitescoinc.com), announced it intends to greatly expand its activities with three (3) new initiatives. First, it is assembling a team of experts in digital currency operations and software. Secondly, it will begin a managed services offering in Q4 of FY2025 in conjunction with its existing data center footprint and potentially, new data center locations. Lastly, it is expanding its application software team beyond the current A.I. based Robo Agent sales automation applications to include other custom applications for external clients. It also intends to provide “fractional A.I.” development resources for smaller developers with incentives not otherwise generally available in the market.
As a result, it believes with the additional growth from these new efforts it may be successful in moving to a senior exchange such as NYSE, Nasdaq, and potentially an international exchange, during FY2026.
Digital Currency Opportunities
“Over recent weeks, we have become increasingly engaged in the digital currency growth seen both through currency and operations internationally. We have recently announced that our data center capabilities will include digital currency processing and are reviewing configuration needs and software applications to meet this new demand. Further, we expect to announce shortly the appointment of a team to advise us and create a strong presence in the digital currency arena,” stated Mack Leath, CEO of Mitesco. “With our Centcore data center (www.centcoreusa.com) as the cornerstone, it makes perfect sense for us to engage fully in this new business area. The team we are assembling includes senior executives from existing digital currency operators, legal counsel with recent successes, and an investment banking partner, all of which can help us make good decisions in these key areas.”
New Managed Services Offerings
In conjunction with its Centcore data center subsidiary offerings the Company will begin offering fully managed services beginning in Q4 FY2025. It will include support for corporate licensed solutions from Microsoft, SAP and other well-known providers, as well as “home-grown” applications support. “We have been evaluating the market for A.I. based solutions as well as conventional applications support, and will have an implementation plan for a “fractional A.I.” service package shortly that will allow smaller developers to take advantage of the same solutions found at Google, Microsoft, Oracle or others, at a much more attractive cost. Especially important will be incentives for new application developers to host at our centers,” explained Brian Valania, General Manager for Centcore. It also noted that it intends to expand its co-location sites to include smaller, client specific locations both domestically and internationally. Centcore is already a partner with ESRI, the leading provider of geographical information software (GIS) solutions.
Expanded Application Software Development
Based on recent requests, the Company announced it will expand its internal application software development resources by adding specialists at both the senior consultant level and with application specific staff, for both its internal needs such as the Robo Agent and new sports property marketplace platform, as well as third party projects, generally hosted at the Company’s data centers. “Robo Agent” - an AI-driven sales automation platform is designed to enhance productivity in the residential real estate sector, while the new sports property marketplace will address the growing demand for properties and products in the consumer and team sports area. It will make its team available for select development for third parties, with a priority to those who are hosted in its data center locations.
Growth in business operations and a focus on return to investors
“We want to remind all our shareholders and investors that Mitesco remains active in its acquisition strategy, targeting complementary businesses in software, data center services, and emerging tech verticals that enhance scale and support long-term margin expansion. Our goal is to grow into a significant player in the digital market, including digital currency processing, operations and strategic acquisitions. We expect to make additions to our staff and Board that support our goals and believe that with any reasonable level of success we may be able to move our share listing to a senior exchange, and possibly an international exchange, during FY2026. All these objectives come with unique risks and requirements, and any potential success with be subject to the availability of growth capital at attractive terms, along with our own internal performance,” said Leath in closing.
About Mitesco, Inc.
Mitesco (OTC: MITI) is a growth-oriented technology company focused on platforms that improve efficiency, access, and affordability. With deep experience in business transformation, the company deploys capital toward both organic initiatives and strategic acquisitions that enhance shareholder value.
Investor Contact:
Jimmy
Caplan
Email: [email protected]
Phone: (512) 329-9505
About Centcore Data Center
Centcore, a division of Mitesco, Inc., provides secure, scalable cloud services tailored to modern enterprise and public sector needs. Located in Melbourne, FL, Centcore is a trusted provider across industries, offering certified infrastructure and high-availability solutions. See www.centcoreusa.com or contact:
Brian
Valania
Email: [email protected]
Phone: (610) 888-7509
About Vero Technology Ventures
Our venture arm invests in productivity-driven cloud technologies designed for business and government applications. Areas of focus include infrastructure, process automation, analytics, and data center tooling. Entrepreneurs seeking capital and collaboration are invited to connect at [email protected].
Forward-Looking Statements: This press release contains forward-looking statements, including, but not limited to, statements related to the expansion into digital currency operations and software, application development and managed services. Words such as “expects,” “anticipates,” “aims,” “projects,” “intends,” “plans,” “believes,” “estimates,” “seeks,” “assumes,” “may,” “should,” “could,” “would,” “foresees,” “forecasts,” “predicts,” “targets,” “commitments,” and variations of such words and similar expressions are intended to identify such forward-looking statements. We caution you that the foregoing may not include all the forward-looking statements made in this press release.
These forward-looking statements are based on the Company’s current plans, assumptions, beliefs, and expectations. Forward-looking statements are subject to the occurrence of many events outside of the Company’s control. Actual results and the timing of events may differ materially from those contemplated by such forward-looking statements due to numerous factors that involve substantial known and unknown risks and uncertainties. These risks and uncertainties include, among other things, the ability to obtain additional financing; the risk that commenced and threatened litigation may result in material judgments against the Company; and other risks and uncertainties included in the Company’s reports on Forms 10-K, 10-Q, and 8-K and in other filings the Company makes with the Securities and Exchange Commission from time to time, available at www.sec.gov.
View the original release on www.newmediawire.com