{"url_path":"/sec/miti/8-k/2026-07-06/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-06","source_url":"https://www.sec.gov/Archives/edgar/data/802257/0001185185-26-002793-index.html","accession_number":"0001185185-26-002793","cik":"0000802257","ticker":"MITI","issuer_name":"Mitesco, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/802257/0001185185-26-002793-index.html","primary_entity_key":"0000802257","primary_entity_name":"Mitesco, Inc."},"word_count":1243,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive\nAgreement.**\n\n  \n\n●On June 28, 2026, Mitesco,\nInc., a Nevada corporation (the “Company”) entered into a Common Stock Purchase Agreement (the “Purchase Agreement”)\nand a Registration Rights Agreement (the “Registration Rights Agreement”) with an institutional investor (the “Investor”),\npursuant to which the Investor is committed to purchase up to $30MM dollars of shares of the Company’s (the “Total Purchase\nCommittment”).\n\n \n\n●In\nconsideration for the Investor’s commitment to purchase shares of common stock under the Purchase Agreement, the Company has issused\nto the Investor aConvertilble Promissory Note in the amount of $600,000 (the “Committment Note”). Under the terms and subject\nto the conditions of the Purchase Agreement, the Company has the right, but not the obligation, to sell to the Investor, and the Investor\nis obligated to purchase, shares of common stock in an amount up to the Total Purchase Committment. Sales under the Purchase Agreement\nwill not commence until all of the conditions set forth in the Purchase Agreement have been satisfied, including that the Registration\nStatement is declared effective by the Securities and Exchange Commission (the “SEC”) and the final Prospectus in connection\ntherewith is filed.\n\n \n\n●Thereafter, the Company\nmay, subject to the satisfaction of certain additional conditions set forth in the Purchase Agreement, from time to time and in its sole\ndiscretion on any trading day that it selects provided,that the of the common stock is equal to or greater than $0.01 and that all shares\nof common stock subject to all prior purchases have been properly delivered to the Investor in accordance with the Purcahse Agreement,\ndirect the Investor to purchse up to a number of shares of common stock equal to in the case of a fixed price purchase the lesser of\n(i) ninety percent (90%) of the average of the VWAP as for the five (5) trading days immediately proceeding the applicable fixed price\ndate for such fixed purchsae and (ii) ninety percent (90%) of the lowest sale price of a share of common stock on the applicable fixed\npurchase date for such fixed purchase during the full trading day on the eligible market on such applicable purchase date.\n\n \n\n●\nThe maximum fixed purchase amount shall be the lesser of (i) $250,000 and (ii) 20shares of common stock. In case of a VWAP Purchase, the lower of (i) the VWAP for the applicable VWAP purchase period during the applicable VWAP purchase date for such VWAP purchcase, (ii) the lowest traded price of the common stock during the five trading days immediately proceeding the VWAP purchase date and (iii) the closing sale price of the common stock on such applicable VWAP purcahse date for such VWAP purchase. The maximum amount for a VWAP purchase shall equal the lesser of (i) $250,000, (ii) thirty percent (30%) of the trading volume of the Company’s common stock on the eligible market during the applicable VWAP purchase period on the applicable VWAP purchse date and (iii) 300 percent (300%) of the number of shares of common stock included in the fixed purchase notice delivered concurrently with such applicable VWAP purchsae notice.\n\n \n\nThe\nCompany will control the timing and amount of any sales of common stock to the Investor. The Purchase Price per share will be equatibily\nadjusted for any reorganziation, recapitalization, noncash dividend, stock split or any other similar transaction occuring after the\ndate of the Purchase Agreement.\n\n \n\nNotwithstanding the foregoing, the Purchase Agreement prohibits the Company from directing the Investor\nto purchase any shares of common stock if those shares, when aggregated with all other shares of common stock then beneficially owned\nby the Investor and its affiliates, would result in the Investor and its affiliates having beneficial ownership at any single point in\ntime of more than 4.99% of the then total outstanding shares of common stock, as calculated pursuant to Section 13(d) of the Securities\nExchangeAct of 1934, as amended, and Rule 13d-3 thereunder.\n\n \n\n●\nThe\nPurchase Agreement prohibits the Company from entering into any other “equity line of credit,” “at the market offering”\nor other similar continuous offering in which the Company offers, issues or sells common stock or other equity securities at a future\ndetermined price.\n\n \n\nThe Company may at any time terminate the Purchase Agreement without fee, penalty or cost upon one (1) trading day’s written notice. The Investor may also terminate the Purchase Agreement upon ten (10) trading day’s written notice under certain circumstances set forth in the Purchase Agreement. The Investor may not assign or transfer its rights and obligations under the PurchaseAgreement.\n\n  \n\n1\n\n \n\n  \n\n●Pursuant\nto the Registration Rights Agreement, the Company agreed to register all shares of common stock issuable to the Investor under the Purchase\nAgreement (the “Registrable Securities”). The Company agreed to file an initial registration statement (the “Registration\nStatement”) with the SEC as soon as practicable, but in no event later than the forty-fifth (45th) calendar day after the date\nof the Registration Rights Agreement. If at any time all Registrable Securities are not covered by the Registration Statement, and if\nthe Company desires to sell additional shares to the Investor under the Purchase Agreement, the Company shall then use its reasonable\nbest efforts to file with the SEC one or more additional registration statements so as to cover all of the Registrable Securities not\ncovered by the Registration Statement. Pursuant to the Registration Rights Agreement, the Company agreed to use its commercially reasonable\nefforts to cause the Registration Statement to become effective as soon as practicable after filing, but in no event later than the earlier\nof (i) the Sixtieth (60th) calendar day after the date of the Registration Rights Agreement, and (ii) the third (3rd) business day following\nthe date the Company is notified by the SEC that the Registration Statement will not be reviewed.\n\n \n\n●The\nPurchase Agreement and the Registration Rights Agreement contain customary representations, warranties, agreements and conditions to\ncompleting future sale transactions, indemnification rights and obligations of the parties. Actual sales of shares of common stock to\nthe Investor will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions,\nthe trading price of the common stock and determinations by the Company as to the appropriate sources of funding for the Company and\nits operations. The Investor has covenanted not to cause or engage in, in any manner whatsoever, any direct or indirect short selling\nor hedging of the Company’s common stock.\n\n \n\n●This current report\non Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any shares of common stock, nor shall there by\nany sale of shares of common stock in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior\nto registration or qualification under the securities laws of any such state or other jurisdiction.\n\n \n\nThe foregoing descriptions of the Purchase Agreement, the Registration Rights Agreement and Convertible Note are qualified in their entirety\nby reference to the full text of such agreements, copies of which are attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively, and\neach of which is incorporated herein in its entirety by reference. The representations, warranties and covenants contained in such agreements\nwere made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements\nand may be subject to limitations agreed upon by the contracting parties."}