{"url_path":"/sec/miti/8-k/2026-07-06/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities.**","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":833,"has_tables":true,"body_markdown":"**Item 3.02 Unregistered Sales of Equity Securities.**\n\n \n\nThe applicable information disclosed in Item 1.01 of this Form 8-K\nregarding the issuance of the Note is incorporated herein by reference. The Note was issued pursuant to the private placement exemption\nfrom registration provided by Section 4(a)(2) of the Securities Act and/or by Rule 506 of Regulation D promulgated thereunder.\n\n \n\nSeries X Preferred Stock dividend payments\nfor Q1 FY2026\n\n \n\nThe Company has 42,103 shares of its Series X\nPreferred stock whose total face value is $1,052,575, and which bears interest at 10% annually. The interest can be paid through the issuance\nof restricted common stock priced using the closing price per share on the 15th of each month. The Company will issue\na total of 454,052 shares of restricted common stock for the payment of its dividends on its Series X Preferred shares for Q2 FY2026.\nThe issuances will be as follows: Leath – 42,154 shares, Balencic – 42,154 shares, Valania – 21,078, Mitchell –\n21,078, Clifton – 21,078 shares, Anglo Irish – 306,510 shares.\n\n \n\nSeries A Preferred Stock redemptions for Q2\nFY2026\n\n \n\nAs a part of its FY2024 Restructuring Plan\nthe Company issued to certain holders of its notes and other securities a newly created a new Series A Amortizing Convertible\nPreferred Stock (the “Series A Shares” or “Series A Preferred Stock”) whose stated value is $25 per share.\nThe Series A Shares may be converted into shares of common stock by dividing the stated value by $4.00 (the “Conversion\nPrice”). The Series A Shares may be converted at the option of the holder at any time, or mandatorily by the Company if\ncertain conditions set forth in the certificate of designation are met. As stipulated in the certificate of designation, unless\nconverted, shares of Series A Preferred Stock will be redeemed by the Company, using common stock, or cash,\n1/36th of the remaining amounts monthly beginning in January 2025. The cash redemption shall be 105% of the original\nprice of the Series A Preferred Stock (as adjusted) and common stock redemption shall be at a 10% discount to the average of the\nfive lowest closing prices over a 30-trading day period. The Company intends to accrue the redemption shares monthly and issue\nany shares to be used thereunder quarterly to reduce its expense. Each of the holders has agreed not to hold at any point in time\nmore than 4.9% of the Company’s common stock, which has served to reduce the rate of redemption for the Series A Preferred\nshares.\n\n \n\n2\n\n \n\n \n\nThe Company issued a total of 3,698,147 shares in\nredemption of approximately $203,000 of its Series A Preferred Stock for Q2. The issuances were as follows: Pinz Capital – 389,296\nshares, GS Capital – 1,026,089 shares (reduced from allowable to stay under 5% in total holdings), Jefferson Street – 230,583\nshares, AJB – 1,026,089 shares (reduced from allowable to stay under 5% in total holdings), Cavalry/Mercer/CM – 1,026,089\nshares in aggregate (reduced from allowable to stay under 5% total holdings).\n\n \n\nThese shares of restricted stock were issued\nto accredited investors in a transaction not involving a public offering pursuant to Regulation D of the United States Securities Act\nof 1933, as amended. The securities described have not been registered under the Securities Act of 1933 and may not be offered or sold\nin the United States absent registration or an applicable exemption from the registration requirements.\n\n \n\nShares issued in consideration of consulting\nservices\n\n* *\n\nThe Company has issued 200,000 shares of restricted\ncommon stock to an individual providing educational content for use in its Robo Agent software application. The Company has issued 200,000\nshares of restricted common stock to an individual developing sales related materials for its Robo Agent software application. The Company\nhas issued 100,000 shares of restricted common stock to an individual who has assisted in evaluating acquisitions for the Company. The\nCompany issued 100,000 shares of restricted common stock to an advisor who is assisting in the sales of its Robo Agent software application.\nThe Company issued 100,000 shares of restricted common stock to an individual who is managing its data center activities. The Company\nissued 100,000 shares of restricted common stock to an individual who is assisting in the training of agents for its Robo Agent software\napplication.\n\n \n\nShares issued as management incentives\n\n \n\nThe Company has issued 200,000 shares of restricted\ncommon stock to its CEO as an incentive bonus for the first half of FY2026. The Company has issued 200,000 shares restricted common stock\nto the Chairman of the Board of Directors as an incentive bonus for the first half of FY2026.\n\n \n\nThese shares of restricted stock were issued to\naccredited investors in a transaction not involving a public offering pursuant to Regulation D of the United States Securities Act of\n1933, as amended. The securities described have not been registered under the Securities Act of 1933 and may not be offered or sold in\nthe United States absent registration or an applicable exemption from the registration requirements."}