Mitesco, Inc. filed a Form 8-K on October 28, 2026, reporting the October 25, 2026 appointment of Frank Panunto to its Board of Directors and disclosing unregistered sales of equity securities tied to consulting compensation and preferred stock dividends.

Key Highlights

  • New Director appointed: Frank Panunto joined the Mitesco Board of Directors on October 25, 2026, according to the filing.
  • 5,500,000 restricted common shares issued: The Board authorized a total of 5,500,000 additional shares of restricted common stock as compensation related to its Robo Agent software project.
  • Shares outstanding near 58 million: The company disclosed that the new common stock issuances, combined with Series X dividend share payments, will bring total shares outstanding to approximately 58 million.
  • $175,000 charge expected: Based on a closing share price of $0.035, the company expects to take a charge of $175,000 related to the restricted common stock issuances.
  • 7,200 Series X Preferred shares issued to new director: Panunto received 7,200 shares of Series X Preferred stock, bringing total Series X shares outstanding to 70,903; the company expects a related charge of $218,305 based on a face price of $25 per share.
  • 737,309 common shares issued for Q3 FY2026 Series X dividends: The company will issue 737,309 shares of restricted common stock to cover Q3 FY2026 dividends on its Series X Preferred shares, distributed among six holders.
  • Series A Preferred redemptions halted: According to the filing, majority holders of Series A Preferred shares elected to cease redemptions, and no agreement on a new approach has been reached.

Mitesco Board Expansion and Equity Issuances Tied to Robo Agent Project

According to the Form 8-K filed with the SEC, Mitesco, Inc. reported several equity issuances under Item 3.02 (Unregistered Sales of Equity Securities). The Board of Directors authorized five separate tranches of restricted common stock as compensation for support of what the filing describes as its "Robo Agent software project." These included 1,500,000 shares to a senior executive in the residential real estate industry, 1,000,000 shares each to a corporate training software specialist and a real estate training professional, and 2,000,000 shares to an individual who had been assisting with the Robo Agent software for "almost 2 years" and was simultaneously appointed as a new Director.

The filing states that the combined 5,500,000 restricted common shares, together with shares issued for Series X preferred dividends, will bring total common shares outstanding to approximately 58 million. Based on a closing share price of $0.035, the company disclosed it expects a charge of $175,000 for these issuances. For the Q3 FY2026 Series X preferred dividend, 737,309 shares of restricted common stock will be distributed to six named holders: Leath (83,334 shares), Balencic (83,334 shares), Valania (83,334 shares), Mitchell (27,779 shares), Clifton (27,779 shares), and Anglo Irish (431,749 shares). The filing noted that as of September 30, 2026, the company held 63,703 Series X Preferred shares outstanding with a total face value of $1,592,575, bearing interest at 10% annually.

Under Item 5.02, the filing provides background on Frank Panunto, the newly appointed director. The filing states he is currently employed as Vice President of Growth, U.S. East, at eXp Realty, a position he has held since January 2024, having joined eXp Realty in July 2022. Prior roles cited in the filing include Branch Manager at Long and Foster Real Estate's Bear, Delaware office from 2014 to 2023, Team Leader at Keller Williams where he grew an office to more than 150 agents and over $350 million in sales volume, and a high-producing RE/MAX agent from 2002 to 2010 described as reaching the top 2% of agents in Delaware.

What Was Disclosed

Mitesco disclosed the appointment of Frank Panunto as a Director effective October 25, 2026, alongside unregistered issuances of 5,500,000 restricted common shares and 7,200 Series X Preferred shares for compensation, plus 737,309 common shares for Q3 FY2026 Series X preferred dividends. No Series A Preferred redemptions were made this quarter.