Material Agreement, Private Placement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Item 3.02 Unregistered Sales of Equity Securities

On December 19, 2025 Miteco, Inc. ( the "Company"), entered into two (2) Senior Secured 10% Original Issue Discount Convertible Promissory Notes (the "2025 Bridge Notes") with C/M Capital Master Fund, L.P. and WVP Emerging Manager Onshore Fund, LLC, each with a potential total funding of $1 million, with an initial funding of $150,000 and $100,000 respectively, for $250,000 in aggregate. The Notes were funded on December 22, 2025,. Under the terms of the 18-month notes, the Company is obligated to repay a total of $275,000 in aggregate as the notes include a 10% original issue discount. The note bears no interest unless in default, and may be converted into common stock of the Company at $0.15 per share, subject to certain adjustments. The obligations under the 2025 Bridge Notes are guaranteed by the subsidiaries of the Company and include a pledge of the securities the Company's subsidiaries and a first priority senior security interest in all the Company's assets.

The description of the 2025 Bridge Notes and all related ancillary documents represent summaries of such agreements and are qualified in their entirety by Exhibits 10.1 through 10.5 attached hereto and incorporated herein by reference.

The 2025 Bridge Notes, were sold pursuant to an exemption from registration under Section 4(a)(2) and Regulation D of the Securities Act of 1933. Securities issued in this offering 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