The company will collect nothing from the sales, which stem largely from an amortizing preferred stock that converts into common shares at a discount to a market already trading near eight cents.

July 10, 2026

Mitesco, Inc., a Nevada holding company whose stock changes hands over the counter under the symbol MITI, has moved to register the resale of up to 106.5 million common shares — a block more than five times the roughly 20.9 million shares it currently has outstanding.

None of the money will reach Mitesco. The shares belong to, or are owed to, a group of selling stockholders, and the company will not take any proceeds from their sales. The purpose is contractual: Mitesco agreed, as part of a long balance-sheet cleanup, to make these shares freely tradable.

What is being registered

The bulk of the registration — about 86.3 million shares — is tied to a newly created class of Series A amortizing convertible preferred stock. Those preferred shares went to a handful of institutional investors in exchange for more than 14 million dollars of older Series D and Series F preferred stock left over from a business Mitesco abandoned years ago. Under their terms, the preferred shares are steadily redeemed for common stock at a discount to the average of the lowest recent closing prices — a structure that tends to generate more shares as the stock falls.

The remaining shares fill out the cleanup:

• roughly 2.6 million shares issued to cancel about 12.5 million dollars of promissory notes, accounts payable and preferred stock;
• about 2.8 million previously issued shares whose holders had been promised registration rights, some dating back nearly a decade; and
• close to 15 million shares that could surface if a string of 2025 and 2026 bridge notes convert to equity.

A dilution overhang the company spells out

The arithmetic is unforgiving, and Mitesco does not hide it: redeeming the entire Series A position could dilute existing shareholders by more than 90 percent. Counting every share issuable through the preferred redemptions and note conversions, the share count would balloon to roughly 127.5 million from the current 20.9 million. The outstanding Series A carried a face value of about 12.9 million dollars at 25 dollars per share as of late June, and roughly one thirty-sixth of the balance is due to be redeemed each month. For a stock that last traded at eight cents, down from 18 cents in early January, that overhang is the central fact of the offering.

From shuttered clinics to a data-center bet

The registration is the latest chapter in Mitesco’s recovery from the collapse of The Good Clinic, a chain of nurse-practitioner primary-care clinics it opened in Minnesota and shuttered in late 2022 for lack of profitability. The wind-down left more than 30 million dollars in senior securities, notes and unpaid bills. Management has since converted about 26 million dollars of those obligations — roughly 21.7 million of senior securities and about 4.3 million of notes and payables — into restricted common stock and the new Series A preferred. Roughly forty creditors accepted common stock valued at 4 dollars a share; six institutional investors took the amortizing preferred instead.

What remains is a holding company betting on data centers and artificial intelligence. One subsidiary, Centcore, resells data-center and cloud hosting through a co-location arrangement with a Florida facility. Another, Vero Technology Ventures, is building an AI sales application dubbed Robo Agent, aimed first at residential real estate and later at other consumer markets. Mitesco has no full-time employees; its work is handled by three directors and a rotating set of consultants and contract programmers — a lean posture common among shell-like micro-caps conserving cash while chasing a new story.

Thin cash, thin trading

Cash is the pressing problem. Mitesco reported roughly 1,500 dollars on hand at the end of the first quarter against about 19.5 million dollars in current liabilities, and about 7,000 dollars by the end of June. Its auditors have flagged substantial doubt about its ability to continue as a going concern. Revenue is negligible: the data-center unit generated nothing in the first quarter, down from 17,000 dollars a year earlier, and full-year 2025 revenue was 38,700 dollars. The company did report positive net income to common shareholders of about 146,000 dollars for 2025, but that figure rested almost entirely on a 4.3 million dollar paper gain from revaluing derivative liabilities rather than on operations; the prior year showed a 2.8 million dollar loss. The stock qualifies as a penny stock and trades thinly, with about 1,500 holders of record and few natural buyers for the volume the redemptions could unleash.

Lingering litigation adds to the strain. Settlements and default judgments with former landlords and construction vendors from the clinic era total about 3.45 million dollars, and the company is still negotiating a roughly 2.2 million dollar obligation to one builder that it expects to settle, like the others, with equity.

Concentrated control

Voting power is concentrated and unusual. A super-voting class of Series X preferred stock carries 400 votes per share, and one holder, Anglo Irish Management, commands nearly 35 percent of the total vote. Together, insiders and that holder control more than half of Mitesco’s voting power, leaving public common holders little practical say — even before the coming wave of dilution. Leadership changed in March, when Brian Valania, previously the general manager of Centcore, took over as chief executive and chief financial officer; Mack Leath remains chairman.

The offering is structured as a combined prospectus that folds in an earlier, still-effective resale statement from May 2025, carrying forward nearly 99.8 million shares registered then but never sold. That earlier statement will be treated as terminated once the new one takes effect.

For the selling stockholders, the offering is the mechanism that finally lets them exit positions built through years of debt-for-equity swaps. For remaining common holders, the same document lays out, in the company’s own numbers, how thoroughly their stake could be diluted if the redemptions and conversions play out as written. Whether that happens turns on the pace of redemptions, the direction of the share price and whether Mitesco can raise the capital its data-center and AI ambitions require — outcomes the company itself declines to predict.