8-K - Mitesco, Inc. | StockGist

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Mitesco, Inc. received $125,000 in additional funding on February 23, 2026 under a Senior Secured 10% Original Issue Discount Convertible Promissory Note with C/M Capital Master Fund, L.P., obligating repayment of $137,500 over 18 months, convertible into common stock at $0.15 per share. The note is secured by all company assets and subsidiary guarantees, sold pursuant to Regulation D exemption.

Key Takeaways

1Received $125,000 funding (repay $137,500) on 2026-02-23 from C/M Capital Master Fund, L.P.

210% OID Senior Secured Convertible Note, 18-month term, no interest unless default

3Convertible into common stock at $0.15/share, subject to adjustments

4Total funding under these notes: $625,000 in last 12 months

5Secured by first priority lien on all assets and subsidiary guarantees

6Prepayable at 110% of outstanding principal

Current Report Details

Event Type

Material Agreement

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

Entry into a Material Definitive Agreement. Item 3.02 Unregistered Sales of Equity Securities On February 23, 2026 Miteco, Inc. ( the “Company”) received an add

Material Agreement

9.01

Financial Statements and Exhibits. Exhibits Description 10.1 Form of 2025 Bridge Note 10.2 Form of 2025 Bridge Note Security Purchase Agreement (SPA) 10.3 Form

Exhibits Only

Transaction Details

Material Agreement

Parties: Mitesco, Inc., C/M Capital Master Fund, L.P.

•Senior Secured 10% OID Convertible Promissory Note
•Funding amount $125,000 (face $137,500)
•18-month maturity
•Conversion price $0.15 per common share
•No interest absent default
•Prepayable at 110% of principal
•Guaranteed by subsidiaries
•First priority security interest in all assets
•Pledge of subsidiary securities

Exhibits (6)

10.1

EXHIBIT 10.1

10.2

EXHIBIT10.2

10.3

EXHIBIT 10.3

10.4

EXHIBIT 10.4

10.5

EXHIBIT 10.5

8-K

FORM 8-K