Item 1.01. Entry into a Material Definitive Agreement.

Mitesco, Inc. (the "Company") engaged in a number of bridge financing transactions with both new and historical investors. The institutional investors named below all participated in both the Company's Series C Convertible Preferred Stock (the "Series C Stock"), and the Company's Series D Convertible Preferred Stock (the "Series D Stock"). The financings, along with previously disclosed agreements with other investors with the same terms, allow the Company to a) defer conversion into the Company's common stock otherwise provided for in the Series C Stock and Series D Stock and b) give the Company the capability to redeem the obligations pursuant to the Series C Stock and Series D Stock subsequent to the planned capital market activities.





Anson Exchange Agreements

On October 18, 2022, the Company entered into separate exchange agreements with each of Anson East Master Fund LP ("AEMF") (the "AEMF Exchange Agreement") and Anson Investments Master Fund LP ("AIMF", and collectively with AEMF, the "Funds") (the "AIMF Exchange Agreement, together with the AEMF Exchange Agreement, the "Exchange Agreements").

Pursuant to the Exchange Agreements, the Funds shall exchange (the "Exchange") an aggregate of 750,000 shares of the Company's Series D Stock for a number of Series E Convertible Preferred Stock (the "Series E Shares") equal to 150% of the stated value of the Series D Shares (the "Series E Exchange Value"), and the Funds have agreed to invest no less than an aggregate amount of $375,000 into the uplisting offering.

The Exchange shall occur on the date of the Company's listing of its common stock on a national securities exchange. The Funds shall surrender to the Company the Series D Shares owned by them. Upon such surrender, the Company shall issue to the Funds a number of Series E Shares equal to the Series E Exchange Value.

Issuance of Mercer Promissory Note

The Company issued a 10% Promissory Note due as described below (the "Note"), dated October 24, 2022, to Mercer Street Global Opportunity Fund, LLC, ("Mercer") and in respect of which the Company received proceeds of $100,000 (the "Principal Amount").

The Principal Amount shall convert into the Series E Shares in accordance with the terms of the Exchange Agreement entered into between the Company and Mercer and disclosed on the current report on Form 8-K, filed with the SEC on October 12, 2022, if the Company successfully lists its common stock on a national securities exchange on or before December 10, 2022.

If the Principal Amount is not converted into Series E Shares, the Note shall bear interest at 10% interest rate per annum, accrued monthly and payable at maturity. The Note has a maturity date of December 31, 2022. The aggregate amount payable at maturity will be $100,000 plus 10% of that amount plus any accrued and unpaid interest.

Following an event of default, as defined in the Note, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The Note contains a "most favored nations" clause that provides that, so long as the Note is outstanding, if the Company issues any new security, which Mercer reasonably believes contains a term that is more favorable than those in the Note, the Company shall notify Mercer of such term, and such term, at the option of Mercer, shall become a part of the Note.

This summary is not a complete description of all of the terms of the Exchange Agreements and the Note and is qualified in its entirety by reference to the full text of the Exchange Agreements and Note, a form of which is filed as Exhibit 4.1 and 10.1 respectively hereto, which is incorporated by reference into this Item 1.01.





Item 2.03. Creation of
           a Direct
           Financial
           Obligation
           or an
           Obligation
           Under an
           Off-Balance
           Sheet
           Arrangement
           of a
           Registrant.

To the extent required by this Item 2.03, the information contained in Item 1.01 is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

To the extent required by this Item 3.02, the information contained in Item 1.01 is incorporated herein by reference.

Item 3.03. Material Modification to Rights of Security Holders.

To the extent required by this Item 3.03, the information contained in Item 1.01 is incorporated herein by reference.


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Item 9.01. Financial Statements and Exhibits.






(d) Exhibits



Exhibit No.   Description
4.1*            Mercer Promissory Note in the
              principal amount of $100,000 dated
              October 24, 2022
10.1*           Form Exchange Agreement for each of
              Anson East Master Fund LP and Anson
              Investments Master Fund LP, dated
              October 18, 2022
104           Cover Page Interactive Data File
              (embedded within the Inline XBRL
              document).




* Filed herewith.

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