UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Item 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 additional funding of $125,000 under a Senior Secured 10% Original Issue Discount Convertible Promissory Note (the “2025 Bridge Note”) with C/M Capital Master Fund, L.P. which obligates it to repay $137,500 as the note includes a 10% original issue discount. The note’s term is 18 months and it bears no interest unless in default, and may be converted into common stock of the Company at $0.15 per share, subject to certain adjustments. The Company has received a total of $625,000 in funding during the last 12 months, in aggregate, under these notes which may be prepaid at 110% of the then outstanding principal amount owed at the time of repayment. The obligations under the 2025 Bridge Note are guaranteed by the subsidiaries of the Company and include a pledge of the securities the Company’s subsidiaries and a first priority senior security interest in all the Company’s assets.
The description of the 2025 Bridge Note and all related ancillary documents represent summaries of such agreements and are qualified in their entirety by Exhibits 10.1 through 10.5 attached hereto and incorporated herein by reference.
The 2025 Bridge Note, was sold pursuant to an exemption from registration under Section 4(a)(2) and Regulation D of the Securities Act of 1933. Securities issued in this offering have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements
Item 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 of 2025 Bridge Note Pledge Agreement | |
| 10.4 | Form of 2025 Bridge Note Guarantee Agreement | |
| 10.5 | Form of 2025 Bridge Note Security Agreement | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: February 27, 2026 | MITESCO, INC. | |
| By: | /s/ Mack Leath | |
| Mack Leath | ||
| Chairman and CEO | ||
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