Mitesco, Inc.: bridge note, stock issued, director resigns

What happened

• The filing reports that on Oct 5, 2026 Mitesco, Inc. received funding from a historical investor via a 10% Original Issue Discount Convertible Promissory Note (the "2026 Bridge Note") with ZSP Capital, LLC. The note has a face amount of $25,000, bears interest at 10%, matures in 12 months, includes a 10% original issue discount such that the Company is obligated to repay $27,500, and may be converted into common stock at $0.15 per share.
• The filing reports that the Company has issued 500,000 shares of restricted common stock to each of 4 individuals as compensation: 2 individuals for assistance with the TCDC edge computing network data center project and 2 individuals for assistance with the Robo Agent application software project. Each share was valued at $0.0375 and each 500,000-share issuance results in a recorded charge of $18,750. The filing states there are approximately 51,000,000 shares of common stock issued and outstanding as of the date of the filing.
• The filing reports that on Oct 8, 2026 Dr. Jordan Ballencic submitted his resignation from the Board of Directors, citing a lack of available time to meet the responsibilities of the role; the Company states it has no conflicts with Dr. Ballencic and that the Board does not intend to fill the opening given previously announced acquisition efforts.
• The filing reports ongoing discussions with a number of acquisition candidates and the restructuring of its Bridge notes and Series A Preferred shares.

Key details

• 2026 Bridge Note: face $25,000; interest 10%; maturity 12 months; required repayment $27,500 due to 10% original issue discount; conversion price $0.15 per share.
• Restricted stock issuances: 500,000 shares each to 4 individuals (total 2,000,000 shares); per-share value $0.0375; charge $18,750 per issuance.
• Shares outstanding: approximately 51,000,000 common shares issued and outstanding as of the filing.
• Director change: Dr. Jordan Ballencic resigned on Oct 8, 2026; Board will not fill the vacancy.

Why it may matter

• Item 1.01 (entry into a material definitive agreement) reports the 2026 Bridge Note funding and its conversion and repayment terms.
• Item 3.02 (unregistered sales of equity securities) reports the issuance of restricted common stock as compensation.
• Item 5.02 (departure of directors or certain officers; election of directors) reports the resignation of Dr. Jordan Ballencic and the Board decision not to fill the vacancy.
• Item 8.01 (other events) reports ongoing acquisition discussions and restructuring efforts. A filing does not show why the insider traded or why the company acted.