Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is entered into as of August 2, 2026 (the “Closing Date”), by and between Mitesco, Inc., a Nevada corporation (the “Company”), and AJB Capital Investments, LLC, a Florida limited liability company (the “Purchaser”). The Company and Purchaser are sometimes referred to individually as a “Party” and together as the “Parties.”

RECITALS

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1.1. Purchase. Subject to the terms and conditions of this Agreement, at the Closing the Company shall issue and sell the Note to the Purchaser, and the Purchaser shall purchase the Note for $20,000.00.

1.2. Original Issue Discount. The Note shall have an Original Principal Amount of $22,000.00, consisting of the Purchase Price plus an Original Issue Discount of $2,000.00. The Purchaser has no obligation to fund the Original Issue Discount separately.

1.3. No Security Interest. The Note and the Company’s obligations under the Transaction Documents are unsecured. No security agreement, guaranty, pledge, financing statement, or other collateral document is required or authorized by this Agreement.

2.1. Closing. The closing of the purchase and sale (the “Closing”) shall occur remotely through exchange of signatures and documents on the Closing Date, or at another time agreed in writing. There shall be no escrow unless the Purchaser agrees otherwise in writing.

2.2. Funding. After the Purchaser receives and approves all Company Closing Deliverables, the Purchaser shall wire $20,000.00 in immediately available funds to the bank account designated by the Company in a written funds-flow instruction signed by the Chief Executive Officer. The Purchaser may rely on those instructions without independent verification.

2.3. Company Closing Deliverables. At or before the Closing, the Company shall deliver to the Purchaser:

(a) this Agreement, duly executed by the Company;

(b) the Note, duly executed by the Company;

(c) irrevocable transfer-agent instructions, in the agreed form, duly executed by the Company and acknowledged by the Transfer Agent;

(d) certified board resolutions approving the Transaction Documents, the Note, the issuance of Conversion Shares, the Share Reserve, and all related actions;

(e) a Secretary’s Certificate attaching the board resolutions, certifying incumbency and signatures of authorized officers, and certifying that the Company’s articles of incorporation and bylaws supplied to the Purchaser are complete and in effect;

(f) an Officer’s Closing Certificate signed by the Chief Executive Officer confirming that the Company’s representations are true, all covenants and closing conditions have been satisfied, no Event of Default exists, and sufficient authorized shares are available for the Share Reserve;

(g) a written capitalization statement stating authorized, issued, outstanding, reserved, and fully diluted Common Stock and all preferred stock, options, warrants, convertible securities, and share-reserve commitments;

(h) the completed integrated Company disclosures set forth directly in Section 3.19, including all notes, loans, liens, judgments, litigation, defaults, material contingent liabilities, required consents, SEC filing exceptions, and other exceptions to the Company’s representations;

(i) written confirmation from the Transfer Agent of the issued and outstanding Common Stock and the initial number of shares placed in the Share Reserve; and

(j) any other document reasonably requested by the Purchaser to confirm the authority, capitalization, or enforceability of the Transaction Documents, excluding a good-standing certificate unless later agreed in writing.

2.4. Purchaser Closing Deliverables. At the Closing, the Purchaser shall deliver its executed signature page and the Purchase Price, subject to satisfaction or written waiver of the Company’s closing obligations.

3.1. Organization; Authority. The Company is duly incorporated, validly existing, and has all corporate power and authority necessary to own its assets, conduct its business, execute and deliver the Transaction Documents, issue the Note and Conversion Shares, and perform its obligations.

3.2. Authorization; Enforceability. The execution, delivery, and performance of the Transaction Documents and the issuance of the Note and Conversion Shares have been duly authorized by all necessary corporate action. Each Transaction Document constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, subject only to bankruptcy, insolvency, and general equitable principles.

3.3. No Conflict; Consents. The Transaction Documents and the transactions contemplated by them do not violate the Company’s organizational documents, any law, court order, Trading Market rule, or material agreement; do not cause a default, acceleration, anti-dilution adjustment, termination right, or lien; and require no consent other than filings, notices, conflicts, and consents expressly disclosed in Section 3.19(a).

3.4. Issuance of Securities. The Note is duly authorized. The Conversion Shares, when issued in accordance with the Note, will be duly authorized, validly issued, fully paid, nonassessable, and free of liens created by the Company. The Company has reserved, or at Closing will reserve, sufficient authorized shares to satisfy the Share Reserve.

3.5. Capitalization. The capitalization statement delivered under Section 2.3(g) and the capitalization disclosures in Section 3.19(b) are complete and accurate. Except as expressly disclosed in Section 3.19(b), no person has any option, warrant, conversion right, preemptive right, registration right, anti-dilution right, voting agreement, or other right to acquire or affect the Company’s securities.

3.6. SEC Reports; Financial Statements. The Company has timely filed all reports required under the Exchange Act, subject only to valid Rule 12b-25 extensions expressly disclosed in Section 3.19(c); provided that a filing made within the applicable period permitted by a valid and timely filed Form 12b-25 shall be deemed timely for purposes of this Section. The SEC Reports complied in all material respects when filed and did not contain a materially false statement or omit a material fact. The financial statements fairly present the Company’s financial position and results in accordance with GAAP, subject to normal year-end adjustments for unaudited periods.

3.7. No Undisclosed Liabilities. Except as disclosed in the SEC Reports or expressly disclosed in Section 3.19(d), the Company has no material indebtedness, liability, guarantee, lien, off-balance-sheet obligation, contingent obligation, or default. No Event of Default or event that could become an Event of Default exists under the Transaction Documents.

3.8. Litigation; Judgments. Except as expressly disclosed in Section 3.19(e), there is no action, investigation, arbitration, judgment, order, or proceeding pending or, to the Company’s knowledge, threatened that could reasonably be expected to impair the Transaction Documents, the Company’s ability to pay the Note, or the issuance and delivery of Conversion Shares.

3.9. Compliance with Law; Permits. The Company is in material compliance with applicable law, has all material permits required to conduct its business, and has not received an uncured written notice alleging a material violation.

3.10. Trading Market; Transfer Agent. The Common Stock is quoted on the Trading Market identified in Section 3.19(f). The Company has not received an unresolved written notice of suspension or delisting. The Transfer Agent information stated in Section 3.19(f) is correct, and the Transfer Agent is authorized to implement the Transfer Agent Instructions.

3.11. No Material Adverse Change. Since the date of the Company’s most recent financial statements filed with the SEC, no material adverse change has occurred in the Company’s business, assets, liabilities, operations, financial condition, ability to perform the Transaction Documents, or ability to issue Conversion Shares, except as expressly disclosed in Section 3.19(g).

3.12. Taxes. The Company has timely filed all material tax returns and paid all material taxes due, except amounts being contested in good faith and adequately reserved.

3.13. Intellectual Property. The Company owns or validly uses all material intellectual property required for its business, and no written claim alleging material infringement is pending or, to the Company’s knowledge, threatened, except as expressly disclosed in Section 3.19(h).

3.14. No Brokers. No broker, finder, placement agent, or other person is entitled to any fee or commission from the Purchaser in connection with the transactions. The Company shall be solely responsible for any claim arising from an arrangement made by the Company.

3.15. Private Offering. Assuming the accuracy of the Purchaser’s representations, the offer and sale of the Note and Conversion Shares are exempt from registration under the Securities Act and applicable state securities laws. The Company has not engaged in general solicitation in connection with the transaction.

3.16. No Bad Actor Disqualification. Neither the Company nor, to its knowledge after reasonable inquiry, any covered person is subject to a disqualifying event under Rule 506(d), except as disclosed in writing and waived or otherwise permitted by law.

3.17. Not a Shell Company. The Company is not, and during the preceding twelve months has not been, a shell company as defined in Rule 12b-2 under the Exchange Act, except as expressly disclosed in Section 3.19(i), together with facts supporting the availability of Rule 144 for any future resale.

3.18. Accuracy of Information. All information furnished by or on behalf of the Company to the Purchaser in connection with the transaction is true and complete in all material respects and does not omit a material fact necessary to make it not misleading.

3.19. Integrated Company Disclosures. The following matters are disclosed directly in this Agreement and qualify only the specifically corresponding representations identified below. The Company shall complete each item by stating “None” or providing a complete description. No SEC Report, public filing, oral statement, data-room item, or other information qualifies a representation unless it is specifically identified in this Section 3.19:

4.1. Organization and Authority. The Purchaser is duly organized and has authority to enter into and perform this Agreement.

4.2. Investment Intent. The Purchaser is acquiring the Note for its own account and not with a present view to an unlawful distribution, subject to its right to dispose of the securities in accordance with applicable law.

4.3. Accredited Investor. The Purchaser is an “accredited investor” as defined in Rule 501(a) under the Securities Act.

4.4. Access to Information. The Purchaser has had access to the Company’s public filings and an opportunity to ask questions, but this representation does not limit or waive the Company’s representations, warranties, covenants, indemnification obligations, or liability for fraud or material misstatement.

5.1. SEC Disclosure and Filings. The Company shall timely make all SEC, Trading Market, Form D, and state securities filings required in connection with the transaction. Any public disclosure identifying the Purchaser or describing the transaction shall be accurate and shall be provided to the Purchaser for reasonable review before filing, except where impracticable due to an emergency legal deadline.

5.2. Use of Proceeds. The Company shall use the Purchase Price solely for legitimate working-capital and corporate purposes. It shall not use proceeds to pay dividends, repurchase equity, make loans to officers, directors, or affiliates, pay undisclosed broker fees, or satisfy an undisclosed related-party obligation.

5.3. Share Reserve and Transfer Agent. The Company shall establish an initial Share Reserve of 1,800,000 shares and continuously maintain the Share Reserve required by the Note and Transfer Agent Instructions, pay all issuer-side transfer-agent costs, and promptly increase authorized Common Stock before any reserve deficiency arises.

5.4. No Material Nonpublic Information. The Company shall comply with the MNPI provisions of the Note. The Company shall not condition any obligation on the Purchaser agreeing to receive material nonpublic information.

5.5. Public Information. The Company shall timely file all Exchange Act reports and use commercially reasonable efforts to maintain current public information sufficient to support lawful resales under Rule 144 when the applicable holding period and other requirements are satisfied.

5.6. Corporate Existence and Trading Market. The Company shall maintain its corporate existence and use commercially reasonable efforts to maintain quotation of the Common Stock on a Trading Market.

5.7. Notice of Certain Events. The Company shall notify the Purchaser within one (1) Business Day after learning of an Event of Default, SEC delinquency, trading suspension, delisting notice, transfer-agent change, reverse split, recapitalization, Change of Control, material litigation, or material restatement.

5.8. No Impairment. The Company shall not amend its organizational documents, enter into any agreement, or take any action intended or reasonably likely to avoid, delay, or impair payment, conversion, or share delivery under the Transaction Documents.

5.9. Further Assurances. The Company shall promptly execute and deliver any additional certificate, instruction, or instrument reasonably requested by the Purchaser to implement or confirm the transaction.

5.10. Pari Passu; No Contractual Subordination. The payment Obligations under the Note shall rank at least pari passu with all other present and future unsecured indebtedness of the Company, except obligations required by applicable law to have priority. The Company shall not contractually subordinate the Note or any Obligation to any other indebtedness or obligation without the Purchaser’s prior written consent.

(a) the Company’s representations and warranties are true and correct in all material respects as of the Closing;

(b) the Company has performed all pre-Closing covenants and delivered every item required by Section 2.3;

(c) no Event of Default, material adverse change, trading suspension, threatened delisting, or legal restraint exists;

(d) the Transfer Agent has acknowledged the Transfer Agent Instructions and confirmed the Share Reserve;

(e) the Company has sufficient authorized and unissued Common Stock to satisfy the Share Reserve; and (f) the transaction remains lawful and no governmental authority has prohibited or challenged it.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Closing Date.

EXHIBIT A FORM OF NOTE

The form of Unsecured 10% OID Convertible Promissory Note is delivered as a separate closing document and incorporated into this Agreement by reference.

EXHIBIT B FORM OF IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

The form of Irrevocable Transfer Agent Instructions is delivered as a separate closing document and incorporated into this Agreement by reference.