Form 8-K Mitesco, Inc. For: Aug 10

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August 18, 2026 4:31 PM EDT

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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): August 10, 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.

The Company has entered into an agreement with a consulting group based in Boca Raton, Florida for additional software development of certain applications. In addition to certain hourly costs, the Company has agreed to issue the firm 1,000,000 shares of restricted common stock as consideration. The Company believes the costs and rates are comparable to similar alternatives.

As of August 14, 2026 the Company received agreements from holders of five (5) of its previously issued 2025 Bridge Notes in the aggregate principal amount of $200,000 to extend the terms, without further consideration. Two (2) of the notes in the aggregate principal amount of $78,000 were extended to September 1, 2026, and the other three (3) were extended to December 31,2026.

On August 9, 2026 the Company’s Board of Directors, with consent from the holders of the majority of its Series A Preferred shares, agreed to suspend the redemption of the Series A Preferred shares. The Company and the the holders of the Series A Preferred shares are negotiating an alternative arrangement and expect to have agreement on a different structure not later than September 30, 2026.

Item 3.02 Unregistered Sales of Equity Securities.

The Company has entered into an agreement with a historical institutional investor, AJB, on August 10, 2026, to provide $20,000 in additional funding under the same terms used in previous investments. The form of note and securities purchase agreement is attached to this report as Exhibit 10.1 and 10.2.

The Company has entered into lending agreements with on August 14, 2026 with C/M for $100,000, and WVP for $60,000, a total of $160,000, in the form of a term note with a 60 day term. The form of note can be found as Exhibit 10.3 to this report.

The securities described 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. The securities where issued pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933 as amended.

Item 8.01 Other Events.

The Company issued a press release on August 10, 2026 discussing a change in the terms of its Series A Preferred stock. A copy of the press release is included as Exhibit 99.1 of this filing. The Company issued a press release on August 18, 2026 with information regarding a future offering of solutions for home automation. A copy is included as Exhibit 99.2 to this filing.

Item 9.01 Financial Statements and Exhibits

Exhibit No.		Description
10.1		Form of Securities Purchase Agreement with AJB
10.2		Form of Note with AJB
10.3		Form of Term Note with C/M and WVP
99.1		Press Release dated August 10, 2026
99.2		Press Release dated August 18, 2026
104		Cover Page Interactive Data File (formatted as Inline XBRL)

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.