Mitesco, Inc. 8-K

What Happened Mitesco, Inc. filed an 8-K (Feb 27, 2026) disclosing an additional $125,000 of funding from C/M Capital Master Fund, L.P. under a Senior Secured 10% Original Issue Discount Convertible Promissory Note (the “2025 Bridge Note”). The 18‑month note carries a 10% original issue discount (so $125,000 funds require $137,500 repayment), bears no regular interest unless in default, and is convertible into common stock at $0.15 per share (subject to adjustment). The Company has received $625,000 in aggregate under these bridge notes during the last 12 months.

Key Details

• Amount of new funding: $125,000; aggregate funding under these notes in past 12 months: $625,000.
• Note economics: 10% original issue discount (repayment obligation $137,500 on the $125,000 advance), 18‑month term, no periodic interest unless default.
• Conversion: convertible into common stock at $0.15 per share, subject to customary adjustments.
• Security and covenants: obligations guaranteed by Mitesco’s subsidiaries, pledge of subsidiaries’ securities, and a first‑priority senior security interest in all of the Company’s assets; notes may be prepaid at 110% of the outstanding principal at repayment.
• Offering: the note was issued in a private placement exempt from registration under Section 4(a)(2) and Regulation D; securities issued are not registered for resale.

Why It Matters This filing confirms a new short‑term, secured financing that provides immediate cash but creates a prioritized creditor claim on company assets. The convertible feature at $0.15 per share means the note holder could become an equity holder, which may dilute current shareholders if conversion occurs. The 18‑month term and prepayment/repayment mechanics (10% OID and 110% prepayment) set clear near‑term cash obligations and potential changes to the company’s capital structure that investors should monitor.