Mitesco, Inc. 8-K

What Happened Mitesco, Inc. (MITI) filed an 8‑K reporting that it entered into two senior secured 10% original‑issue‑discount (OID) convertible promissory notes (the "2025 Bridge Notes") with C/M Capital Master Fund, L.P. and WVP Emerging Manager Onshore Fund, LLC. The notes have a potential aggregate commitment of $2.0 million ($1.0M each) but the initial funded amount was $250,000 (C/M: $150,000; WVP: $100,000), funded on December 22, 2025. The 18‑month notes include a 10% OID so the company is obligated to repay $275,000 in aggregate if not converted; they bear no interest unless in default and are convertible into common stock at $0.15 per share (subject to adjustments). The obligations are secured by the company’s assets and guaranteed by its subsidiaries.

Key Details

• Funding: $250,000 initially funded on December 22, 2025 (C/M $150k; WVP $100k).
• Terms: 18‑month maturity; 10% original issue discount → $275,000 repayment obligation if not converted.
• Conversion: Convertible into common stock at $0.15 per share (subject to adjustments) — full $275k conversion would equal about 1.83 million shares.
• Security & registration: Notes are senior secured, guaranteed by subsidiaries, pledge of subsidiary securities, first‑priority lien on company assets; sold in a private placement under Section 4(a)(2) and Regulation D (unregistered).

Why It Matters This filing documents a short‑term bridge financing that provides Mitesco with immediate liquidity of $250k but creates a secured, senior claim on the company’s assets and carries a 10% OID cost. For investors, key implications are potential dilution if the notes are converted (up to ~1.83M shares at $0.15), the increased priority of creditors holding these notes over other unsecured creditors and shareholders, and the short 18‑month timeline for repayment or conversion. The notes were issued in a private, unregistered sale, meaning the securities are restricted and not registered for resale.