Mitesco, Inc. filed a Form 8-K on November 6, 2026, reporting a November 5, 2026 shareholder-approved amendment to increase authorized common shares, unregistered issuances of Series X Preferred Stock to three directors and one existing holder, and ongoing acquisition discussions.

Key Highlights

  • Authorized shares doubled: Holders of Series X Preferred shares, with over 54% of votes available, approved an increase in authorized shares from 500,000,000 to 1,000,000,000.
  • Director share issuances: Mack Leath, Brian Valania, and Frank Panunto each received an additional 4,800 Series X Preferred shares, bringing each director's total to 12,000 shares.
  • Anglo Irish Management issuance: Anglo Irish Management, LLC received an additional 4,800 shares, bringing its total Series X Preferred holdings to 43,103 shares.
  • Total Series X shares outstanding: Following the issuances, the company now has 91,103 shares of its 10% Series X Cumulative Redeemable Perpetual Preferred Stock outstanding.
  • Common shares outstanding: According to the filing, the company currently has approximately 60 million shares outstanding and around 20 million shares in the float.
  • Voting concentration: The filing states that all Series X Preferred holders collectively hold voting rights for over 57% of the shares available to vote, with each share of Series X Preferred entitled to 400 votes.

Mitesco Amends Certificate of Designation and Issues Preferred Stock for Compensation

According to the filing, on November 5, 2026, the majority of holders of Mitesco's Series X Preferred shares approved an amendment to the company's Certificate of Designation, increasing the number of authorized common shares from five hundred million (500,000,000) to one billion (1,000,000,000). The filing states that the Board of Directors approved the action and is "taking all steps necessary to implement the change," and that the company will file an information statement "as soon as practical" to inform shareholders. The filing also notes that the change in authorized shares "was not related to any particular transaction or event."

On the same date, the Board approved issuances of Series X Preferred Stock to three directors and one existing holder as consideration for work on acquisition matters. Mack Leath, Brian Valania, and Frank Panunto each received 4,800 additional shares, bringing each individual's total to 12,000 shares. Anglo Irish Management, LLC also received 4,800 additional shares, raising its total holdings to 43,103 shares. The filing reports that following these issuances, the Board of Directors holds sufficient share votes in aggregate for approximately 25% of available share votes, while Anglo Irish Management, LLC holds approximately 24%. Five holders, including a former Board member, together control over 54% of votes available.

The Series X Preferred Stock, as described in the filing, carries a par value of $0.01 per share, a liquidation preference of $25.00 per share, and accrues dividends at the rate of 10% per annum on $25.00 per share. The securities issued have not been registered under the Securities Act of 1933, according to the filing. Mitesco also disclosed that it continues discussions with acquisition candidates and is working on restructuring its Bridge notes and Series A Preferred shares.

What Was Disclosed

Mitesco, Inc. reported a shareholder-approved doubling of authorized common shares, the issuance of unregistered Series X Preferred Stock to three directors and one existing holder for compensation, resulting in 91,103 total Series X shares outstanding, and ongoing acquisition and debt restructuring discussions.