Form 8-K

8-K — Mitesco, Inc.

Accession: 0001185185-26-003072

Filed: 2026-07-22

Period: 2026-07-15

CIK: 0000802257

SIC: 7370 (SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC.)

Item: Unregistered Sales of Equity Securities

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — miti8k072126.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (mitiex99-1.htm)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

DC 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d)

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): July 15, 2026

MITESCO,

INC.

(Exact

Name of Registrant as Specified in Charter)

Nevada

000-53601

87-0496850

(State

or another jurisdiction

of incorporation)

(Commission

File Number)

(IRS

Employer

Identification No.)

505

Beachland Blvd., Suite 1377

Vero Beach, Florida 32963

(Address

of principal executive offices) (Zip Code)

(844)

383-8689

(Registrant’s

telephone number, including area code)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act: None

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

N/A

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.02 Unregistered Sales of Equity Securities.

Series X Preferred Stock issuances for

compensation

On July 21, 2026 the Board of Directors by written

consent agreed to make certain additions to its executive and Board compensation. The Company has agreed to issue 2,400 shares of its

Series X Preferred stock whose total face value is $60,000 to two (2) of its Directors, each. The Company has also agree to issue 4,800

shares of its Series X Preferred shares to its CEO whose total face value is $120,000. Lastly, its has agreed to issue 2,400 shares of

its Series X Preferred shares whose total face value $60,000 to an advisor to the Company for assistance on acquisitions.

As a result of these issuances the Company now

has 63,703 shares of its 10% Series X Cumulative Redeemable Perpetual Preferred Stock (the “Series X Preferred Stock”)

outstanding. The Series X Preferred Stock has a par value of $0.01 per share, no stated maturity, a liquidation preference of $25.00 per

share, and will not be subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless the Company

decides to redeem or otherwise repurchase the Series X Preferred Stock; the Series X Preferred Stock is not redeemable prior to November

4, 2020. The Series X Preferred Stock will rank senior to all classes of the Company’s common and preferred stock and accrues dividends

at the rate of 10% per annum on $25.00 per share. The Company reserves the right to pay the dividends in shares of the Company’s

common stock at a price equal to the average closing price over the five days prior to the date of the dividend declaration. Beginning

in October 2024, the Company elected to use the closing stock price on the 15th of each month. Each one share of

the Series X Preferred Stock is entitled to 400 votes on all matters submitted to a vote of our shareholders, and as of the date of this

filing the holders of its Series X Preferred shares have over 59% voting control of the Company’s stock.

The securities described 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 5.02 Departure of Directors

or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Series X Preferred Shares issued as incentive

bonus for FY2026

As noted above, the Company has issued 2,400 shares

of its Series X preferred stock to two (2) of its Directors as an incentive bonus for the first half of FY2026, valued at $60,000 for

each. Also as noted above, the Company has issued 4,800 shares restricted common stock to its CEO as an incentive bonus for the first

half of FY2026, valued at $120,000. These issuances are in addition to all other previously disclosed compensation arrangements.

Item 8.01 Other Events.

The Company issued a press release on July 15,

2026 discussing its edge computing strategy. A copy of the press release is included in Exhibit 99.1 of this filing.

Item 9.01 Financial Statements and Exhibits

Exhibit No.

Description

99.1

Press Release dated June 30, 2026

104

Cover Page Interactive Data File (formatted as Inline XBRL)

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: July 21, 2026

MITESCO, INC.

By:

/s/ Mack Leath

Mack Leath

Chairman and CEO

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: mitiex99-1.htm · Sequence: 2

Exhibit 99.1

Mitesco’s Centcore Unit Expands into the $26 Billion Edge Computing

Market with a Compact, Low-Power Solution

New hybrid platform delivers a small-footprint, energy-efficient

option for residential, rural, and small-business deployments

VERO BEACH, Fla., July 15, 2026 (GLOBE NEWSWIRE) -- Mitesco, Inc. (OTCQB:

MITI) (“Mitesco” or the “Company”) today announced the continued expansion of its small-format data center strategy

through the development of a new edge computing services platform. The initiative features a distributed network of edge computing nodes

specifically designed for deployment in residential, rural, and small-business environments. Branded as “TC/DC,” the platform

leverages a compact, low-power, hybrid architecture intended to enable scalable and cost-efficient edge infrastructure in underserved

markets. Prototype testing is expected to commence in the latter part of the third quarter of fiscal 2026, with initial field deployments

targeted for the first quarter of fiscal 2027.

Brian Valania, CEO, explained the effort in this way: “We recognize

the resistance in many communities to large-format data centers whose massive power needs may undermine the overall interests of the local

population. We think a better alternative is a nationwide network of very small-format, low-power systems as nodes in a highly connected

network configuration, generally following the approach known as ‘edge computing.’ We have been working on a design called the “TC/DC”

for some time and think that system pricing and availability have settled at a level to make it viable in volume.”

When asked about timing, Valania said, “We expect to have our

first demonstration units operating by late Q3 of fiscal 2026, with initial commercial deliveries targeted for Q1 of fiscal 2027. Subject

to component availability and market adoption, we believe the TC/DC platform has the potential to scale to approximately 10,000 deployed

units within 18 to 24 months.

The TC/DC architecture is differentiated by its compact footprint and

low-power hybrid design, enabling deployment in locations that are typically inaccessible to traditional data center infrastructure. This

includes residential properties, rural and remote sites, and small-business environments.”

Valania continued, “Our model transforms these locations into

participants in a distributed edge computing network, creating opportunities for hosts to generate recurring revenue while also benefiting

from dedicated, private computing resources. We believe this approach can significantly expand the addressable market for edge infrastructure

while providing users with a cost-effective alternative to consumption-based cloud and AI token pricing models.”

“Another interesting potential market for these installations

is public housing, where this sort of solution could provide access and perhaps incremental revenue to offset rising costs in the affordable

housing segment,” added Valania.

As defined by industry experts, edge computing is the practice of processing

and storing data closer to where it is generated, enabling faster response times, lower latency, and near real-time analytics. Rather

than relying solely on centralized data centers, edge computing utilizes a distributed network of micro data centers that process and

store data locally while seamlessly transmitting relevant information to cloud-based platforms for additional storage, analysis, and management.

The global edge computing market size was valued at $18.64 billion in 2025 and is projected to grow from $25.63 billion in 2026 to $267.42

billion by 2034, exhibiting a CAGR of 34.10% during the forecast period. North America dominated the edge computing market with a market

share of 35.70% in 2025. According to industry experts, 75% of data will be created outside central data centers by 2025.

See: https://www.fortunebusinessinsights.com/edge-computing-market-103760

When asked about its distribution strategy, Valania was quick to reference

its own A.I. application software: “Interestingly we are especially well positioned to pursue residential installations through the

potential user group for Robo-Agent, which is an enterprise-level solution to be used initially by residential real estate agents. This

group, with over 1 million active participants, calls on homeowners every day and could use the incremental revenue from an installation

of TC/DC to help a homeowner better qualify for a mortgage, or offset other costs of homeownership. We are also employing our potential

Robo Agent user base to reach out to homebuilders that may see this as a value-add for their new homebuyers. Recently Pulte Homes announced

a 100-home test of a new residential mini-data center in conjunction with Span, a startup providing power management solutions. Our approach

is less obtrusive, is not hard-wired into a home, and requires no permits or special installation services; it is more like an appliance.”

See: https://www.realtor.com/news/trends/nvidia-pultegroup-span-date-center-backyard/

Centcore’s technical advisor, Glenn Kupsch, who operates Adaptive IT,

Inc. (www.GetadaptiveIT.com), will head up the network design and will implement the managed services offering (MSO) for key clients.

Brian Valania will drive the marketing and implementation for TC/DC products. The TC/DC will be available as a fully “hybrid,”

battery-driven design, with multiple processor options from several vendors and packaging available for use inside the home, inside the

garage, or in fully exterior locations.

About Mitesco, Inc.

Mitesco (OTC-QB: MITI) is a growth-oriented technology company focused on platforms that improve efficiency, access, and affordability.

With deep experience in business transformation, the Company deploys capital toward both organic initiatives and strategic acquisitions

that enhance shareholder value.

For inquiries, call 610.888.7509 or visit www.mitescoinc.com.

About Centcore, LLC

Centcore, a division of Mitesco, Inc., is the Company’s dedicated data center business unit. Centcore provides secure, scalable cloud

services tailored to modern enterprise and public sector needs. Centcore is a trusted provider across industries, offering certified infrastructure

and high-availability solutions.

For more information, visit www.centcoreusa.com.

About Vero Technology Ventures, LLC

Vero Technology Ventures is Mitesco’s venture arm investing in productivity-driven cloud technologies designed for business and government

applications. Areas of focus include infrastructure, process automation, analytics, and data center tooling. Entrepreneurs seeking capital

and collaboration are invited to connect at info@mitescoinc.com.

Forward-Looking Statements

This press release contains forward-looking statements, including but not limited to statements related to expansion into new operations,

data center development, and software acquisition initiatives. Words such as expects, anticipates, aims, projects, intends, plans, believes,

estimates, seeks, assumes, may, should, could, would, foresees, forecasts, predicts, targets, commitments, and similar expressions are

intended to identify such forward-looking statements.

These forward-looking statements are based on the Company’s current plans, assumptions, beliefs, and expectations. Actual results may

differ materially due to risks including financing availability, execution risk, litigation exposure, and other factors disclosed in the

Company’s filings with the Securities and Exchange Commission, available at www.sec.gov.

Investor Contact:

Jimmy Caplan

jimmycaplan@me.com

(512) 329-9505

Company Contact:

Brian Valania

bvalania@centcoreusa.com

(610) 888-7509

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