Mitesco, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES. Evaluation of Disclosure Controls and Procedures We maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Securities Exchange. In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Based on their evaluation as of the end of the period covered by this Annual Report, the Board has determined these were deemed not effective and has undertaken to address the shortcomings by: a. adding additional and more qualified staff; b. asking for specific direction from the company’s accountants and auditors; c. reviewing structure and procedures implemented by similarly situated publicly held companies; and d. changes in process prior to any further acquisition or financing activity. Management’s Annual Report on Internal Control over Financial Reporting Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. In making this assessment, management used the criteria set forth by the committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013 Framework). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with accounting principles accepted in the United States of America. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the interim or annual financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate. The Company’s management notes that the Company’s internal control over financial reporting was not effective as of December 31, 2022. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses identified during our annual audit for 2022 were (i) lack of segregation of duties, and (ii) lack of sufficient resources with appropriate accounting experience ), especially with regards to equity-based transactions and tax accounting expertise. Because of these material weaknesses, management concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2022. This Annual Report does not include an attestation report of our registered public accounting firm regarding our internal controls over financial reporting. The disclosure contained under this Item 9A was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only the disclosure under this Item 8A in this annual report. 92 Table of Contents We believe that the material weaknesses as reported will eventually be fully remediated, upon being properly capitalized to hire the proper personnel for segregation of duties and SEC and GAAP accounting knowledge. Management ’ s Report on Disclosure Controls and Procedures The Company’s management has identified what it believes are material weaknesses in the Company’s disclosure controls and procedures. The deficiencies in our disclosure controls and procedures included (i) lack of segregation of duties and (ii) lack of sufficient resources to ensure that information required to be disclosed by the Company in the reports that the Company files or submits to the SEC are recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms. The Company intends to take corrective action to ensure that information required to be disclosed by the Company pursuant to the reports that the Company files or submits to the SEC is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Cybersecurity We utilize information technology for internal and external communications with vendors, clinical sites, banks, investors and shareholders. Loss, disruption or compromise of these systems could significantly impact operations and results. We are not aware of any material cybersecurity violation or occurrence. We believe our efforts toward prevention of such violation or occurrence, including system design and controls, processes and procedures, training and monitoring of system access, limit, but may not prevent unauthorized access to our systems. Changes in Internal Control Over Financial Reporting There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during our fourth quarter ended December 31, 2022 that has materially affected, or is likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION None. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS None. 93 Table of Contents PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE The following table and biographical summaries set forth information, including principal occupation and business experience about our directors and executive officers as December 31, 2022: Name Age Board of Directors Appointed Lawrence Diamond 59 Director 10/07/2019 Thomas Brodmerkel (a) 64 Chairman of the Board of Directors 12/31/2019 Dr. H. Faraz Naqvi (b) 56 Director 07/13/2020 Juan Carlos Iturregui Esq 57 Director 07/31/2020 Shelia Schweitzer (c) 75 Director 06/01/2021 a. Mr. Brodmerkel’s term as Chairman concluded on June 6, 2023. b. Dr. Nazvi resigned from the Board of Directors on April 14, 2023. c. Ms. Schweitzer became Board Chairperson on June 6, 2023. Name Age Executive Officers Appointed Lawrence Diamond 59 Chief Executive Officer 11/01/2019 Thomas Brodmerkel 64 Chief Financial Officer 04/14/2022 Ingrid Jenny Lindstrom (d) 49 Chief Legal Officer 04/12/2021 Shelia Schweitzer 75 Chief Operating Office 06/01/2021 d. Ms. Lindstrom resigned on May 19, 2023. Lawrence Diamond Mr. Diamond has served as our Chief Executive Officer since November 2019 and Director since October 2019. Mr. Diamond also served as our Interim Chief Financial Officer from November 2019 until March 17, 2021. He has also served as the Chief Executive Officer and Principal of Diamond Consulting, a consulting firm focused on enhancing the performance for healthcare businesses. Prior to that, from June 2018 to May 2019, he served as the chief executive officer of Intelligere Inc., a supplier of interpretation and translation for 73 languages to healthcare providers. From October 2014 to September 2017, Mr. Diamond served as the Executive Vice President and the Chief Operating Officer of PointRight, Inc. (“PointRight”), a leading healthcare analytics firm specializing in long-term and post-acute care using predictive analytics for skilled nursing, home health, Medicare & Medicaid payers, hospitals, and ACOs. Additionally, Mr. Diamond served as the Vice President of Insignia Health from January 2013 to October 2014, where he grew their business internationally and domestically providing population health engagement via their validated program (Patient Activation Measure, PAM) and SaaS-based population health-coaching. He also led strategic planning and telehealth sales at American Telecare from 2004 to 2012, an innovator of telemedicine enabled clinical services and medical devices that improve cost and quality. He also served as Vice President of Ubiquio Corporation, Inc. from 2000 to 2003, an innovator in mobile technology and services which was acquired by Mobile Planet, after an eight-year stint at UnitedHealth Group, where he also served as Vice President, driving their Medicare Advantage, pharmacy products, health plan operations, and mergers and acquisitions. He began his career at Merrill Lynch in private client banking in 1985 and earned his M.B.A. at the University of Minnesota, and his B.S., Business Administration, at the University of Richmond. Mr. Diamond brings to the Board significant strategic, business, and financial experience specifically applicable to healthcare and telehealth companies. Mr. Diamond has a broad understanding of the financial markets, financial statements as well as accepted accounting principles. Through his services as our Chief Executive Officer and Interim Chief Financial Officer, he developed extensive knowledge of our business and the challenges that we face. 94 Table of Contents Thomas Brodmerkel Mr. Brodmerkel has served as a Chair of the Board from April 2020 to June 2023. He also currently serves on the board of directors of Xact Laboratories, LLC, a healthcare technology company; as the Chief Executive Officer and Chair of Wave Health Technologies LLC., a healthcare technology company focused on computer assisted coding and medical record analysis, since January 2017; and as the Executive Vice President and Chief Operating Officer of Medical Card System, Inc. since April 2013. Mr. Brodmerkel has also served as the Vice Chairman of the Board of CareSource since September 2018, a not for profit $10 billion health plan primarily focused on serving patients under Medicaid, and as the President and Chief Executive officer of KMA Holdings LLC, an investment and consulting firm in the health care industry, since January 2009. Additionally, Mr. Brodmerkel has served on the board of PointRight since May 2014. Previously, Mr. Brodmerkel served on the board of directors of Pulse8 Inc. from September 2015 through January 2017 and Peak Risk Adjustment Solutions from October 2015 through December 2016. He also served as Executive Vice President of Matrix Medical Network, Inc. (“Matrix”) from January 2009 through November 2012. While at Matrix, a company based in Scottsdale, AZ, he was responsible for Corporate and Business Development, Client Services, Sales, and Marketing. Matrix was sold to a private equity group in April 2012. From May 2007 through December 2008, Mr. Brodmerkel served as President, Medicare Programs for the Bethesda, Maryland based Coventry Healthcare, Inc. As President, he was fully responsible for profit and loss for the over $2 Billion Medicare Programs division. Products included Medicare Advantage Part C, Prescription Drugs Part D, Private-Fee-For-Service, Special Needs Plans, and Medicare Medical Savings Accounts. Mr. Brodmerkel also served as President, United Health Advisors, SVP, Ovations, Senior Retiree Services at UnitedHealth Group Incorporated, where he was responsible for over $1.5 billion of sales, marketing, and business development for products targeted to individuals aged 50 and older, from 2004 to 2006. These products include Medicare Advantage, Medicare Supplements, Medicare Pharmacy-Part D, and Special Needs Plans for individuals and groups. While serving as Executive Vice President of American Telecare, Inc in 2004, Mr. Brodmerkel was responsible for all field operations, customer service, sales, marketing, and business development. Mr. Brodmerkel also served as Executive Vice President of Lumenous, Inc. (2003-2004), Stanton Group, Inc. as its Executive Vice President (2002-2003), Definity Health, Inc. as its Executive Vice President (2001-2002), United Healthcare, Inc. in various capacities and roles (1994-2001), Old Northwest Agents, Inc. (1990-1994) as Vice President (1990-1994), Mutual of New York (1988-1990) as its District Manager, and Ward Financial Services, Inc. (1986-1988) as its Vice President. After graduating from college, he began his career at the Three Star Drilling Corporation in 1985 as its General Manager. Mr. Brodmerkel’s military service includes five years in the United States Navy (1980–1985) as a Supply Officer based in San Diego, CA, Panama Canal, Panama, and in Charleston, South Carolina. Mr. Brodmerkel graduated from the United States Naval Academy, Annapolis, Maryland with a Bachelor of Science in 1982. Mr. Brodmerkel was appointed to the board due to his extensive experience, leadership and managerial expertise in healthcare, healthcare technology, insurance, and healthcare consulting companies. On June 13, 2022, the Board appointed Mr. Tom Brodmerkel, age 64, its Chairman, as the Company’s Chief Financial Officer. Mr. Brodmerkel’s term as Chairman concluded on June 6, 2023. Dr. H. Faraz Naqvi Dr. Naqvi has served as a director on the Board since July 2020. He has also served as the Co-founder and Chief Executive Officer of Crossover Capital Partners LLC since 2015, whose mission is to invest in healthcare companies. He also joined the Board of Directors of UCHealth, a not-for-profit healthcare system based in Colorado. Since 2016 he has served as a member of the Board for the Health District of Northern Larimer County, Colorado, and in 2012 he co-founded Remote Health Access, whose mission is elderly care and telemedicine. Dr. Naqvi has also served as the Medical Director of Miramont Lifestyle Fitness since 2012. Dr. Naqvi has resigned as of April 14, 2023. In May 2016, Dr. Naqvi founded Front Range Geriatric Medicine, a medical practice firm, and operated that practice from 2016 through 2019. Previously, Dr. Naqvi was founder of Avicenna Capital Limited, a healthcare investment firm and an affiliate of Brevan Howard Asset Management LLP in London, UK, from 2007 through 2009. Prior to founding Avicenna, Dr. Naqvi was a Managing Director at Pequot Capital Management, Inc. from 2001 until 2007, where he served as the manager of their $1.3 billion healthcare fund, about $1 billion of the firm’s healthcare allocation, and a $250 million emerging markets healthcare fund. From 1991 until 2001, Faraz managed $4 billion in healthcare funds at Allianz Global Investors/Dresdner RCM capital. He also served as an analyst with Bank of America/Montgomery Securities from 1997 to 1998. He began his finance career as a healthcare consultant with McKinsey & Company from 1995 until 1997. 95 Table of Contents Dr. Naqvi is a Boettcher Scholar graduate of Colorado College (1986), studied economics at Trinity College, Cambridge University (1989) where he was a Marshall Scholar, received his M.D. from Harvard Medical School/M.I.T. (1993), where he performed angiogenesis research with Drs. Judah Folkman, Robert Langer, and Marsha Moses. Faraz is board certified in internal medicine and geriatrics and licensed in California, New York, and Colorado. Dr. Naqvi was appointed to the Board due to his experience as a physician, strategic business consultant, an investment portfolio manager and as a leader of multiple healthcare-related companies. Effective April 14, 2023, Dr. H. Faraz Naqvi tendered his resignation as a director of the Company. Juan Carlos Iturregui, Esq. Mr. Iturregui has served as a director of our Board since July 31, 2020. He is engaged in several businesses including in 2005, he founded Milan Americas, LLC (“Milan Americas”), in Washington D.C., a business consultancy practice specializing in commercial, regulatory and project development engagements with a focus on infrastructure and renewable energy projects in Latin America, the Caribbean and Hispanic markets and currently serves as a Managing Director. He has also had a focus on healthcare where he played a key role as an advisor in the expansion of a major US regional healthcare provider into a new marketplace. He also co-developed and co-owned the largest solar farm in the Caribbean Basin (27MW) in 2015. From 2019 until June 2020 Mr. Iturregui was a Partner and a Member of Nelson Mullins’ Government Relations and Infrastructure & Energy practices in its Washington, D.C. office. Nelson Mullins is an AM Law 100 firm with 122 years of operations and with significant presence in Washington, D.C., and offices in 25 cities across the U.S. Additionally, in 2015, then U.S. President Barack Obama nominated Mr. Iturregui as a board member to the Inter-American Foundation to serve a six-year term which ended in 2020. He also currently serves as a board member and Vice Chair of the American Red Cross, National Campaign Region, and has been in that role since 2013. From 2007 to 2018, Mr. Iturregui was a Senior Advisor and Counsel to the Global Chairman at Dentons, LLP, based in Washington, D.C., a global law firm with significant presence in Washington, D.C., and offices in 85 cities across 58 countries. He collaborated with the international team and leadership on expanding practices and services and advised on issues/structures related to the global combination (merger) with SNR Denton in 2010. From 2003 to 2005 Mr. Iturregui was with Quinn Gillespie & Associates, in Washington, D.C., a leading DC bipartisan public policy and communications lobbying firm where he was a director. While there, he advocated public policy positions and initiatives regarding trade, tax, finance, health care, infrastructure development and appropriations on behalf of various entities, including Fortune 500 corporations, trade associations and local governments. Mr. Iturregui is a licensed attorney and is qualified to serve on the Board due to his extensive experience in mergers and acquisitions, international and domestic business development, and funding and expertise in the Central and South America markets. He is adept in working with the US Congress and executive branch, and foreign governments; he has an in-depth understanding of multilateral entities, stakeholders, and special interests in formulation of projects and policies. Mr. Iturregui was appointed to the Board due to his international healthcare experience and his legal background. Sheila Schweitzer Ms. Schweitzer has served as a director of our Board since June 1, 2021. Ms. Schweitzer founded Blue Ox Healthcare Partners in 2009, a private equity firm investing growth capital in commercial-stage healthcare companies. Blue Ox has demonstrated a long and substantial track record of accomplishments and has led over $100 million of equity investments, including $40 million invested directly by Blue Ox. Since 2012 she was CEO and Senior Advisor for PatientMatters, Inc. a healthcare Revenue Cycle Management (RCM) solutions provider. PatientMatters unifies disparate registration, bill estimation, and financial services with intelligent workflows and eligibility services, improving revenue realization for hospitals. PatientMatters was recently acquired by Firstsource Solutions Limited (NSE: FSL, BSE:532809), a global provider of Business Process Management (BPM) services and a RP-Sanjiv Goenka Group company (www.firstsource.com). She was Senior Vice President from 2009 through 2011 for OptumInsight, a part of United Healthcare Group, which provides data, analytics, research, consulting, technology and managed services solutions to hospitals, physicians, health plans, governments, and life sciences companies. From 2003 through 2009 she was CEO for CareMedic Systems, an industry leader in proactive financial management for hospitals and providers and delivers the most comprehensive suite of revenue cycle management solutions available. She was COO for MedUnite from 2001 through 2003, a provider of electronic healthcare transaction processing services. The company facilitates the exchange of medical claim and clinical information among doctors, hospitals, medical laboratories, and insurance payers. She had leadership positions in other healthcare technology companies since graduating from Western Kentucky University. 96 Table of Contents Ms. Schweitzer was appointed to the Board due to her experience in the healthcare and investment industries, including as an investor in numerous healthcare related companies. Ms. Schweitzer was appointed Chief Operating Officer as of June 6, 2023, and assumed the position as Chairperson of the Board of Directors as of June 6, 2023. Jenny Lindstrom Ms. Lindstrom has served as our Chief Legal Officer since April 12, 2021. Prior to joining us Ms. Lindstrom, served in various roles and positions at Radisson Hospitality, Inc. and its subsidiaries and affiliates (“Radisson”), one of the world’s largest international hotel groups, since 2010. Most recently, since 2017, Ms. Lindstrom served as the Executive Vice President and General Counsel for Radisson Hospitality, Inc. From 2015 to 2017, Ms. Lindstrom served as the Executive Vice President and General Counsel for Radisson Hospitality, AB, a European publicly listed subsidiary of Radisson Hospitality, Inc. Prior to joining Radisson, Ms. Lindstrom was an attorney at Dorsey & Whitney, a national law firm based in Minneapolis, for six years. Her practice included: Commercial and Corporate Litigation, Internal Investigations, and Regulatory Affairs and Tax Litigation. Ms. Lindstrom holds a Juris Doctor degree from the University of Minnesota Law School, Minneapolis, Minnesota (Juris Doctor, cum laude, 2004), and holds a Master of Laws, with dissertation from Uppsala University, Uppsala, Sweden, 2001. Ms. Lindstrom resigned as of May 19, 2023. Arrangements for Nomination as Directors and Changes in Procedures for Nomination; Election of Directors No arrangement or understanding exists between any director or nominee and any other persons pursuant to which any individual was or is to be selected or serve as a director. No director or executive officer has any family relationship with any other director or with any of the Company’s executive officers. Holders of our Common Stock are entitled to one vote for each share held on all matters submitted to a vote of the stockholders, including the election of directors. Cumulative voting with respect to the election of directors is not permitted by our Certificate of Incorporation. Our Board of Directors shall be elected at the annual meeting of the shareholders or at a special meeting called for that purpose. Each director shall hold office until the next annual meeting of shareholders and until the director’s successor is elected and qualified. Composition of our Board of Directors Our board of directors currently consists of five members. Our directors hold office until their successors have been elected and qualified or until the earlier of their death, resignation, or removal. Director Independence Mr. Juan Carlos Iturregui is currently the only independent board member in accordance with standards under the Nasdaq Listing Rules. Our Board determined that Mr. Diamond, Mr. Brodmerkel, and Ms. Schweitzer under the Nasdaq Listing Rules, are not independent directors as a result of being an executive officer to the Company. At this time, the Company has the full board serve on the audit committee. Mr. Iturregui is independent under the Nasdaq Listing Rules independence standards for nominating and governance committee members. The Company plans to recreate the Board committees when we it applies up-listing to a senior exchange. Board of Directors Leadership Structure As a general policy, our board of directors believes that separation of the positions of Chairperson and Chief Executive Officer reinforces the independence of our board of directors from management, creates an environment that encourages objective oversight of management’s performance and enhances the effectiveness of our board of directors. As such, Mr. Diamond serves as our President and Chief Executive Officer and Mr. Brodmerkel serves as the Chairman of the Board. Mr. Brodmerkel’s term concluded on June 2023. Sheila Schweitzer assumed the role of Chairperson in June of 2023. 97 Table of Contents Board of Directors Committees The board of directors has suspended its three standing committees of the board consisting of an audit committee, a compensation committee and a corporate nominating and governance committee. These committees will be reinstated when the restart plan is fully implemented and we are preparing to up list to a senior exchange. This step is necessary since Mr. Brodmerkel and Ms. Schweitzer are serving in senior executive positions in the company in addition to their board roles. The structure of the board committees will be as follows: Audit Committee Our audit committee is comprised of three independent board members. The chair of the audit committee will have the qualification of a financial expert as that term is defined under the applicable SEC rules and will possess financial sophistication as defined under the rules of Nasdaq. All the members of our audit committee are independent, as that term is defined under the rules of Nasdaq. Our audit committee is responsible for overseeing our corporate accounting and financial reporting process, assisting our board of directors in monitoring our financial systems, and overseeing legal, healthcare, and regulatory compliance. Our audit committee also: • selects and hires the independent registered public accounting firm to audit our financial statements; • helps to ensure the independence and performance of the independent registered public accounting firm; • approves audit and non-audit services and fees; • reviews financial statements and discusses with management and the independent registered public accounting firm our annual audited and quarterly financial statements, the results of the independent audit and the quarterly reviews and the reports and certifications regarding internal controls over financial reporting and disclosure controls; • prepares the audit committee report that the SEC requires to be included in our annual proxy statement; • reviews reports and communications from the independent registered public accounting firm; • reviews the adequacy and effectiveness of our internal controls and procedure; • reviews our policies on risk assessment and risk management; • reviews related party transactions; and • establishes and oversees procedures for the receipt, retention and treatment of accounting related complaints and the confidential submission by our employees of concerns regarding questionable accounting or auditing matters. Our audit committee operates under a written charter, which satisfies the applicable rules of the SEC and the listing standards of Nasdaq. Compensation Committee Our compensation committee will be comprised of a chair and members that will be independent as is defined under the rules of Nasdaq. Our compensation committee oversees our compensation policies, plans and benefits programs. The compensation committee also: • oversees our overall compensation policies, plans and benefit programs; • reviews and recommends to our board of directors for approval compensation for our executive officers and directors; • prepares the compensation committee report that the SEC would require to be included in our annual proxy statement if we were no longer deemed to be an emerging growth company or a smaller reporting company; and • administers our equity compensation plans. Our compensation committee operates under a written charter, which satisfies the applicable rules of the SEC and the listing standards of Nasdaq. 98 Table of Contents Nominating and Governance Committee Our nominating and governance committee will be comprised of a chair and members that will be independent as that term is defined under the rules of Nasdaq. Our nominating and governance committee oversees and assists our board of directors in reviewing and recommending nominees for election as directors. Specifically, the nominating and governance committee: • identifies, evaluates, and makes recommendations to our board of directors regarding nominees for election to our board of directors and its committees; • considers and makes recommendations to our board of directors regarding the composition of our board of directors and its committees; • advises the board of directors and makes recommendations regarding appropriate corporate governance practices and assists the board of director in implementing those practices; • directs all matters relating to the succession planning of our Chief Executive Officer; • evaluates the performance of our board of directors and of individual directors. • makes a recommendation to the board of directors concerning the selection and designation of a "Lead Director" to preside over the meetings of the independent directors in executive session; • reviews the board of directors’ policy regarding the structure of the offices of Chairman of the Board and Chief Executive Officer; and • reviews and recommends to the board of directors proposed changes to our Certificate of Incorporation and bylaws. Our corporate governance and nominating committee operate under a written charter, which satisfies the applicable rules of the SEC and the listing standards of Nasdaq. Delinquent Section 16(a) Reports. Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who beneficially own 10% or more of a class of securities registered under Section 12 of the Exchange Act to file reports of beneficial ownership and changes in beneficial ownership with the SEC. Directors, executive officers and greater than 10% stockholders are required by the rules and regulations of the SEC to furnish the Company with copies of all reports filed by them in compliance with Section 16(a). Based solely on the written representation of our executive officers and directors and copies of the reports they have filed with the Commission, there were no late filings by the officers and directors of the Company. Code of Ethics We have adopted a Code of Business Conduct and Ethics, which applies to our Board of Directors, our executive officers, and our employees, and outlines the broad principles of ethical business conduct we adopted, covering subject areas such as: ●Compliance with applicable laws and regulations ●Handling of books and records ●Public disclosure reporting ●Insider trading ●Discrimination and harassment ●Health and safety ●Conflicts of interest ●Competition and fair dealings ●Protection of Company asset A copy of our Code of Business Conduct and Ethics will be provided without charge to any person submitting a written request to the attention of the Chief Executive Officer at our principal executive office. 99 Table of Contents ITEM 11. EXECUTIVE COMPENSATION Summary of Executive Compensation The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by us during the periods ended December 31, 2022 and 2021. Summary Compensation Table Salary Salary Non-Equity Nonqualified earned and earned and Incentive Deferred All paid in unpaid in Stock Option Plan Compensation Other Name and Principal cash cash Bonus Awards Awards Compensation Earnings Compensation Total Position Year ($) ($) ($) ($) ($) ($) ($) ($) ($) Lawrence Diamond 2022 177,885 77,460 - - - - - 14,384 (a) 269,729 2021 264,180 - - - 263,422 (b) - - 78,200 (c) 605,802 Phillip Keller 2022 122,434 - - - - - - 27,360 (d) 149,794 2021 208,847 - - - 430,030 (e) - - - 638,877 Thomas Brodmerkel 2022 28,846 38,792 - - 23,316 (f) - - 6,291 (a) 97,245 Jenny Lindstrom 2022 182,693 77,183 - - - - - 14,394 (a) 274,260 2021 186,689 - - - 428,921 (f) - - - 615,610 (a) Consists of reimbursement for health insurance and cell phone costs. (b) Consists of the fair value of 30,000 stock options granted during the period. (c) Consists of the fair value of 6,256 shares of common stock granted in lieu of monies owed to Mr. Diamond. (d) Consists of severance pay in the amount of $19,230 and reimbursement for health insurance and cell phone costs in the Amount of $8,130. (e) Consists of the fair value of 35,000 stock options granted during the period. (f) Consists of the fair value of 4,000 stock options granted during the period. Executive Employment, Termination and Change of Control Arrangements We have the following employment agreements with our executive officer: Lawrence Diamond, Chief Executive Officer, and Director On November 4, 2019, we entered into a Senior Executive Employment Agreement with Mr. Diamond for his services as our Chief Executive Officer (the “Diamond Agreement”). Pursuant to the Diamond Agreement, Mr. Diamond is paid an annual base salary of $250,000. In addition, Mr. Diamond is eligible to receive a bonus target of 25% of base compensation based upon the attainment of performance-based goals, to be approved by the Compensation Committee. Mr. Diamond also received an initial grant of 1,000,000 shares of restricted common stock which vests according to the following schedule: (i) 25% upon the 90th day anniversary of the Diamond Agreement, (ii) 25% upon the completion of a capital raise of at least $2 million, (iii) 25% upon the one-year anniversary of the Diamond Agreement (iv) 25% upon our filing of our Annual Report on Form 10-K that reports $20 million in gross revenue. All unvested shares shall immediately vest in the event of a change of control of the Company. The term of Mr. Diamond’s employment agreement is from November 1, 2019 through Mr. Diamond’s resignation or termination by us under the following circumstances (i) upon the recommendation by the Board; (ii) a violation of the securities laws, or (iii) upon his incapacity or inability to perform all the duties set forth in this Agreement due to mental or physical disability. In the event of termination by us, Mr. Diamond will only be entitled to compensation owed through the date of termination and all Options that have not yet vested will be cancelled. Pension Benefits; Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans We do not offer pension benefits, non-qualified contribution, or other deferred compensation plans to our executive officers. 100 Table of Contents Outstanding Equity Awards at December 31, 2022 The following table shows for the fiscal year ended December 31, 2022, certain information regarding outstanding equity awards at fiscal year-end for the Named Executive Officers. Securities Securities Underlying Underlying Unexercised Unexercised Options Name and Principal Options (#) Options (#) Exercise Option Position Grant Date Exercisable Unexercisable Price ($) Expiry Date Lawrence Diamond, CEO July 21, 2021 - 30,000 (a) $ 12.50 July 21, 2031 Thomas Brodmerkel, CFO February 27, 2020 11,667 - $ 1.50 February 27, 2030 December 28, 2020 2,000 - $ 1.50 December 28, 2020 Jenny Lindstrom, Chief Legal Officer April 12, 2021 15,000 5,000 (a) $ 15.50 March 17, 2031 July 21, 2021 - 15,000 (a) $ 12.50 July 21, 2031 Michael Howe, Chief Executive Officer, The Good Clinic LLC June 1, 2021 4,000 16,000 (a) $ 13.00 June 17, 2031 July 21, 2021 - 10,000 (a) $ 12.50 July 21, 2031 Director Compensation The following table sets forth, for the year ended December 31, 2022, information relating to the compensation of each director who served on our Board of Directors during the fiscal year and who was not a named executive officer. This compensation was for their role as Director of the Company within the fiscal year. Fees Non-Equity Nonqualified Earned or Incentive Deferred All Paid in Stock Options Plan Compensation Other Name and Principal Cash ($) Awards Awards Compensation Earnings Compensation Total Position ($) ($) ($)(a) ($) ($) ($) ($) Thomas Brodmerkel (b) 30,000 - 52,430 - - - 82,430 Dr. H. Faraz Naqvi (c) 30,000 - 41,944 - - - 71,944 Juan Carlos Iturregui 30,000 - 38,798 - - - 68,798 Sheila Schweitzer (d) 30,000 - 255,205 - - - 285,205 (a) Amount represents the fair value of stock options granted during the period. (b) Mr. Brodmerkel’s term as Chairman concluded on June 6, 2023. (c) Effective April 14, 2023, Dr. H. Faraz Naqvi resigned as a director of the Company. (d) On June 6, 2023, Sheila Schweitzer assumed the position as Chairperson of the Board. The table below shows the aggregate number of option awards outstanding at fiscal year-end for each of our current and former non-employee directors. Number of Outstanding Options Name and Principal As of Position December 31, 2022 Thomas Brodmerkel 22,667 Dr. H. Faraz Naqvi 4,000 Juan Carlos Iturregui 3,700 Sheila Schweitzer 20,700 101 Table of Contents ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth certain information as of June 26, 2023, regarding the beneficial ownership of our Common Stock, Series C Preferred Stock and Series X Preferred Stock by (i) each person (including any “group” as such term is used in Section 13(d)(3) of the Exchange Act) known by us to be a beneficial owner of more than 5% of our common stock, (ii) each of our directors and “named executive officers;” and (iii) all of our directors and executive officers as a group. At June 13, 2023, we had 5,115,437 shares of Common Stock issued and outstanding,1,940,644 shares of Series C Preferred Stock issued and outstanding having an aggregate of 12,600,000 votes, and 24,227 shares of Series X Preferred Stock issued and outstanding, having an aggregate of 484,540,000 votes. Unless otherwise indicated, the address of each of the stockholders listed is 1660 Highway 100 South, Suite 432, Saint Louis Park, Minnesota 55416. Beneficial ownership is determined in accordance with the rules of the SEC and includes general voting power and/or investment power with respect to securities. Shares of Common Stock issuable upon exercise of options or warrants that are currently exercisable or exercisable within 60 days of the Record Date and shares of Common Stock issuable upon conversion of other securities currently convertible or convertible within 60 days, are deemed outstanding for computing the beneficial ownership percentage of the person holding such securities but are not deemed outstanding for computing the beneficial ownership percentage of any other person. Under the applicable SEC rules, each person’s beneficial ownership is calculated by dividing the total number of shares with respect to which they possess beneficial ownership by the total number of outstanding shares. In any case where an individual has beneficial ownership over securities that are not outstanding but are issuable upon the exercise of options or warrants or similar rights within the next 60 days, that same number of shares is added to the denominator in the calculation described above. Because the calculation of each person’s beneficial ownership set forth in the “Percentage Class” column of the table may include shares that are not presently outstanding, the sum total of the percentages set forth in such column may exceed 100%. Name of Beneficial Owner Amount and Nature of Beneficial Ownership of Common Stock Percentage of Common Stock Beneficially Owned Number of Shares of Series X Preferred Stock Percentage of Series X Preferred Stock Number of Shares of Series C Preferred Stock Percent of Series C Preferred Stock Number of Shares of Series D Preferred Stock Percent of Series D Preferred Stock Directors and Officers Ronald Riewold (Director)(1) 36,438 0.7 % 1,200 5.0 % - - - - Tom Brodmerkel (Director)(2) 31,001 0.6 % - - - - - - Larry Diamond (Director, Officer)(3) 126,462 2.5 % 2,000 8.3 % - - - - Juan Carlos Iturregui (Director)(4) 26,184 0.5 % - - - - - - Phillip Keller (5) - 0.0 % - - - - Jenny Lindstrom (6) 20,288 0.4 % - - - - 25,000 0.8 % Faraz Naqvi (Director) (7) 26,000 0.5 % - - - - Sheila Schweitzer (8) 20,700 0.4 % - - - - Current Executive Officers and Directors as a group (8 Persons) 287,073 5.5 % 3,200 13.3 % - - 25,000 0.8 % 5% or more shareholders James Crone 26,657 0.5 % 2,884 11.9 % - - - - Louis DeLuca 5,539 0.1 % 2,400 9.9 % - - - - Anglo Irish Management LLC (9) 28,852 0.6 % 12,503 51.5 % - - - - Frank Lightmas 5,316 0.1 % 3,240 13.4 % - - - - Cavalry Fund I, LLP(10) 311,309 5.7 % - - 1,000,000 95.5 % 750,000 24.2 % Mercer Street Global Opportunity Fund (11) 228,937 4.3 % - - 47,619 4.5 % 750,000 24.2 % Michael C. Howe Living Trust (12) 218,771 4.1 % - - - - 500,000 16.1 % Anson Investment 203,630 3.8 % - - - - 562,500 18.1 % Anson East 67,877 1.3 % - - - - 187,500 6.0 % (1) Consists of 22,772 shares of common stock and options to purchase an additional 13,667 shares of common stock. (2) Consists of 8,334 shares of common stock and options to purchase 22,667 shares of common stock. 102 Table of Contents (3) Consists of 107,034 shares of warrants to purchase 19,428 shares of common stock. (4) Consists of 22,242 shares of common stock, options to purchase 3,700 shares of common stock, and warrants to purchase 242 shares of common stock. (5) Mr. Keller resigned from his position as CFO of the Company effective June 12, 2022. (6) Consists of 543 shares of common stock, options to purchase 15,000 shares of common stock, warrants to purchase 2,438 shares of common stock, and 2,307 shares of common stock issuable upon conversion of Series D Preferred Stock. (7) Consists of 22,000 shares of common stock and options to purchase 4,000 shares of common stock. (8) Consists of options to purchase 20,700 shares of common stock. (9) Based solely on a Schedule 13D filed by Anglo Irish Management LLC (“Anglo”), Anglo received 28,852 shares of common stock as interest earned on shares of the Series X Preferred Stock and owns 12,503 shares of Series X Preferred. Daniel Hollis is the Manager of Anglo-Irish Management LLC, and its business address is 9057A Selborne Lane, Chatt Hills, GA 30268. (10) Cavalry Fund I LP owns 1,000,000 shares of Series C Preferred Stock. Amount of common stock includes 95,116 shares of common stock issuable upon conversion of the Series C Preferred Stock and accrued dividends, 42,000 shares of common stock issuable upon exercise of the Series A Warrants and 42,000 shares of common stock issuable upon exercise of Series B Warrants issued in connection with the Series C Preferred Stock, without giving effect to the blocker described in the next sentence. The fund also owns 750,000 shares of Series D Preferred Stock. Amount of common stock also includes 69,193 shares of common stock issuable upon conversion of the Series D Preferred Stock and accrued dividends, 31,500 shares of common stock issuable upon exercise of the Series A Warrants and 31,500 shares of common stock issuable upon exercise of Series B Warrants, without giving effect t the blocker described in the next sentence. The beneficial ownership limitation is initially set at 4.99% but may be increased to 9.99% upon 61 days’ notice to the Company. Thomas P. Walsh is the manager of Cavalry Fund I LP and its principal business address is 82 E, Allendale Rd., Suite 5B, Saddle River, NJ 07458. (11) Mercer Street Global Opportunity Fund owns 47,619 shares of Series C Preferred Stock. Amount of common stock includes 6,594 shares issuable upon conversion of the Series C Preferred Stock and accrued dividends, 42,000 shares of common stock issuable upon exercise of the Series A Warrants and 42,000 shares of common stock issuable upon exercise of the Series B Warrants issued in connection with the Series C Preferred Stock, without giving effect to the blocker described in the next sentence. The fund also owns 750,000 shares of Series D. Amount of common stock also includes 69,193 shares of common stock issuable upon exercise of the Series D Preferred stock and accrued dividends, 31,500 shares of common stock issuable upon exercise of the Series A Warrants and 31,500 shares of common stock issuable upon exercise of Series B Warrants without giving effect to the blocker described in the next sentence. The beneficial ownership limitation is initially set at 4.99% but may be increased to 9.99% upon 61 days’ notice to the Company. Jonathan Juchno is the Chair of the Investment Committee of Mercer Street Global Opportunity Fund, LLC, and its principal business address is 107 Grand Street, 7th Floor, New York, New York 10013. (12) Amount consist of 23,722 shares of common stock, options to purchase 18,000 shares of common stock, warrants to purchase 130,920 shares of common stock, and 46,129 shares of common stock issuable upon the conversion of Series D Preferred Stock and accrued dividends. 103 Table of Contents Equity Compensation Plan Information On December 31, 2021, the Compensation Committee of the Board approved the Mitesco Inc. 2021 Omnibus Securities and Incentive Plan, or the “2021 Plan”. The 2021 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights, performance stock awards, performance cash awards, and other stock-based awards, collectively, the “stock awards.” Stock awards may be granted under the 2021 Plan to our employees, directors, and consultants. Up to 25,000,000 shares of stock awards have been approved for issuance under the 2021 Plan. Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) Equity compensation plans not approved by security holders 77,691 $ 0.04 N/A Equity compensation plans approved by security holders 233,001 $ 0.25 417,909 Total 310,692 $ 0.20 417,909 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Related Party Transactions Common Stock Issued On January 23, 2023, the Company issued 150,000 shares of common stock at a price of $3.45 per share to a service provider. On January 23, 2023, the Company issued a total of 8,063 shares of common stock at a price of $4.33 per share to holders of the Series X Preferred Stock for accrued dividends. Larry Diamond, the Company’s Chief Executive Officer, received 666 of these shares. On February 15, 2023, the Company issued 9,846 shares of common stock to an investor at a price of $1.32 per share pursuant to a true-up agreement. On February 21, 2023, the Company issued 150,000 shares of common stock at a price of $2.63 per share to a service provider. On March 1, 2023, the Company issued 13,555 shares of common stock to an investor at a price of $1.32 per share pursuant to a true-up agreement. On March 9, 2023, the Company issued 15,265 shares of common stock to an investor at a price of $1.32 per share pursuant to a true-up agreement. On March 28, 2023, the Company issued 18,472 shares of common stock to an investor at a price of $1.32 per share pursuant to a true-up agreement. On April 4, 2023, the Company issued 94,738 shares of common stock to an investor at a price of $1.32 per share pursuant to a true-up agreement. On May 5, 2023, the Company issued 2,952 shares of common stock at a price of $1.05 per share to a service provider. 104 Table of Contents On May 5, 2023, the Company issued 2,552 shares of common stock to an investor at a price of $1.05 per share for satisfaction of accounts payable. On May 9, 2023, the Company issued 19,622 shares of common stock to Michael C. Howe, a related party, at a price of $0.94 per share to reimburse Mr. Howe for costs incurred in connection with a settlement agreement with a vendor. Spartan Capital Advisory Agreement On January 12, 2023 the Company entered into an advisory agreement with Spartan Capital (“Spartan”) pursuant to which Spartan will act as exclusive financial advisor in providing general financial advisory services to the Company. In consideration for the financial advisory services to be rendered thereunder, the Company will issue to Spartan 150,000 restricted common shares of the Company (“Common Stock”). In addition, the Company will issue to Spartan an additional 50,000 Common Stock within three business days of completion of a gross raise of at least $2,000,000. Sale of Series F Preferred Stock On March 23, 2023, the Company filed a Certificate of Designations, Preferences and Rights of Series F 12% PIK Convertible Perpetual Preferred Stock (the “Series F”) with the Delaware Secretary of State. The number of shares of Series E designated is 140,000 and each share of Series F has a stated value equal to $1,000. Each share of Series E Preferred Stock shall have a par value of $0.01. Holders of the Series F are entitled to receive payment in kind dividends (“PIK Dividends”) at the quarterly rate of three-hundredths of one share outstanding per Series F Share. The Series F can be converted at the option of the Series F shareholder into shares of the Company’s common stock at a price equal to 65% of the Volume Weighted Average Price (“VWAP”) on the conversion date. Purchase Agreement On April 11, 2023, the Company entered into securities purchase agreements (each a “Purchase Agreement”) with investors providing for the sale and issuance of (i) Series F 12% PIK Convertible Perpetual Preferred Stock, par value $0.01 per share (the “Series F Shares”) and (ii) warrants to purchase shares of Common Stock (the “Warrants,” and together with the Series F Shares, the “Securities”). The closing on the first tranche of the offering resulted in gross proceeds to the Company of $650,000. The net proceeds to the Company from the first tranche of the offering were $511,000, after deducting placement agent fees and expenses and estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the offering for general operating expenses. In connection with the Purchase Agreement, the Company also entered into a registration rights agreement. Exchange Agreements Also in connection with the Purchase Agreement, the Company entered into separate exchange agreements pursuant to which the investors in the Series E Preferred Stock exchanged certain securities, as defined in each individual Exchange Agreement, for a number Series F Shares (based on their liquidation preference of $1,000) equal to 120%, 165% or 230%, depending on whether the investor is investing additional funds into the bridge financing, of the “Principal Amount,” “Stated Value” and/or liquidation preference of the Exchange Securities (including any payoff bonus, accrued dividends or interest). Appointment of Ms. Sheila Schweitzer as Chairman of the Board of Directors and Chief Operating Officer Effective June 06, 2023, the Board of Directors of the Company appointed Ms. Sheila Schweitzer who has been a member of the Board of Directors since 2021, to the position of Chairman, replacing Mr. Tom Brodmerkel, who has completed his term as Chair. Mr. Brodmerkel will remain as Chief Financial Officer and continue to serve as a member of the Company’s Board of Directors. Ms. Schweitzer was also appointed to the newly created position of Chief Operating Officer. Director Independence Our Board of Directors has determined that Ronald Riewold, Tom Brodmerkel, Juan Carlos Iturregui, and Faraz Naqvi are all “independent” as that term is defined under applicable SEC rules and regulations. 105 Table of Contents ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The following table represents aggregate fees billed to the Company for the fiscal years ended December 31, 2022 and 2021 by RBSM, LLP, the Company’s current principal accountant. 2022 2021 Audit fees $ 139,500 $ 67,500 Audit-related fees - - Tax fees 28,000 - All other fees - - Total $ 167,500 $ 67,500 Audit Fees ‒ This category includes the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and services such as regulatory filings that are normally provided by the independent registered public accounting firm in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements. Audit-Related Fees ‒ This category consists of assurance and related services by the independent registered public accounting firm that are related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the fees disclosed under this category include consultation regarding our correspondence with the Securities and Exchange Commission and other accounting consulting. Tax Fees ‒ This category consists of professional services rendered by our independent registered public accounting firm for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice. All Other Fees ‒ This category consists of fees for other miscellaneous items. In accordance with existing requirements of the Sarbanes-Oxley Act, the Company’s Board of Directors has adopted a procedure for pre-approval of all fees charged by our independent registered public accounting firm. Under the procedure, the Board of Directors approves the engagement letter with respect to audit, tax, and review services. Other fees are subject to pre-approval by the Board of Directors, or, in the period between meetings, by a designated member of Board of Directors. Any such approval by the designated member is disclosed to the entire Board of Directors at the next Board meeting. This includes audit services, audit-related services, tax services and other services. All of the fees listed above have been approved by the Board of Directors. 106 Table of Contents PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a)(1) The following financial statements are included in this Annual Report on Form 10‑K for the fiscal years ended December 31, 2022 and 2021: 1. Report of Independent Registered Public Accounting Firm 2. Consolidated Balance Sheets as of December 31, 2022 and 2021 3. Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2022 and 2021 4. Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2022 and 2021 5. Consolidated Statements of Cash Flows for the years ended December 31, 2022 and 2021 6. Notes to Consolidated Financial Statements (a)(2) All financial statement schedules have been omitted as the required information is either inapplicable or included in the Consolidated Financial Statements or related notes. (a)(3) The exhibits set forth in the accompanying exhibit index below are either filed as part of this report or are incorporated herein by reference: Unless otherwise indicated, each of the following exhibits have been previously filed with the Securities and Exchange Commission by the Company under File No. 000-53601. Incorporated by Exhibit Reference Filed or Furnished Number Exhibit Description Form Exhibit Filing Date Herewith 3.1 Certificate of Incorporation of Trunity Holdings, Inc., dated January 18, 2012. 8-K 10.1 1/31/2012 3.2 Bylaws of Trunity Holdings, Inc., dated January 18, 2012. 8-K 10.2 1/31/2012 3.3 Certificate of Ownership Merging between Trunity Holdings, Inc. and Brain Tree International, Inc. dated January 24, 2012. 10-K 3.3 4/16/2013 3.4 Certificate of Designation of Series X Preferred Stock of Trunity Holdings, Inc., dated December 9, 2015. 8-K 3.1 12/15/2015 3.5 Certificate of Amendment to the Certificate of Incorporation of Trunity Holdings, Inc., dated December 24, 2015. 8-K 3.1(i) 1/06/2016 3.6 Certificate of Designations of Series X Preferred Stock of True Nature Holding, Inc. 8-K 3.6 1/06/2020 107 Table of Contents 3.7 Form of Amended and Restated Certificate of Designations of Series A Preferred Stock of True Nature Holding, Inc. 8-K 3.07 3/13/2020 3.8 Certificate of Amendment of the Certificate of Incorporation of True Nature Holding, Inc. dated April 21, 2020. 10-Q 3.7 8/14/2020 3.9 Certificate of Amendment of Certificate of Incorporation, dated as of November 5, 2020, correcting December 24, 2015 Certificate of Amendment. 10-Q 3.8 11/13/2020 3.10 Bylaws of Mitesco, Inc., as amended, dated November 10, 2020. 10-Q 3.9 11/13/2020 4.1* Trunity Holdings, Inc. 2012 Employee, Director, and Consultant Stock Option Plan. 10-K 10.4 4/16/2013 4.2 Convertible Promissory Note issued by True Nature Holding, Inc. on November 26, 2018 to Auctus Fund, LLC. 8-K 4.2 1/14/2019 4.3 Convertible Promissory Note issued by True Nature Holding, Inc. on December 19, 2018 to Crown Bridge Partners, LLC. 8-K 4.3 1/14/2019 4.4 Convertible Promissory Note issued by True Nature Holding, Inc. on January 2, 2019 to Power Up Lending Group Ltd. 8-K 4.4 1/14/2019 4.5* Mitesco, Inc. 2021 Omnibus Securities and Incentive Plan (File No. 333-252293) S-8 4.1 01/21/2021 4.6 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended 10-K 4.6 04/05/2022 10.1 Agreement and Plan of Merger, dated as of January 24, 2011 by and among Trunity Holdings, Inc., Trunity Acquisitions Corp. and Trunity, Inc. 8-K 10.5 1/31/2012 10.2 Stock Purchase Agreement between dated as of January 24, 2012 by and among George Norman, Donna Norman, Lane Clissold, Trunity Holdings, Inc. and Trunity, Inc. 8-K 10.3 1/31/2012 10.3 Agreement and Plan of Merger, dated as of January 24, 2012 by and among Brain Tree International, Inc. and Trunity Holdings, Inc. 8-K 10.4 1/31/2012 10.4 Investment Project Contract dated as of March 18, 2013, among Trunity, Inc., InnSoluTech LLP and Educom Ltd. 10-K 10.5 4/16/2013 10.5 Trunity Holdings, Inc. 2012 Employee, Director, and Consultant Stock Option Plan. 10-K 10.4 4/16/2013 10.6 License Agreement dated as of March 20, 2013, between Trunity, Inc. and Educom Ltd. 10-K 10.7 4/16/2013 10.7 Share Purchase Agreement dated as of March 20, 2013, between Trunity, Inc. and InnSoluTech LLP. 10-K 10.6 4/16/2013 10.8 Memorandum of Understanding Regarding Trunity Holdings, Inc. and PIC Partners dated as of April 17, 2013 by and between Pan-African Investment Company and Trunity Holdings, Inc. 10-K 10.13 4/15/2014 108 Table of Contents 10.9 Subscription Agreement dated May 28, 2013 between Trunity Holdings, Inc., and Pan African Investment Company. 10-K 10.9 4/15/2014 10.10* Form of Indemnification Agreement between Trunity Holdings, Inc., and its Directors. 10-K 10.8 4/16/2013 10.11 Indemnification Agreement dated May 30, 2013 between Trunity Holdings, Inc., and Dana M. Reed. 10-K 10.12 4/15/2014 10.12 Voting Agreement dated May 30, 2013 by and among Trunity Holdings, Inc., Terry Anderton, RRM Ventures, LLC, Aureus Investments, LLC and Pan-African Investment Company, LLC. 10-K 10.11 4/15/2014 10.13 Investors Rights Agreement dated May 30, 2013 between Trunity Holdings, Inc., and Pan African Investment Company. 10-K 10.10 4/15/2014 10.14 Voting Agreement dated June 5, 2013 by and among Trunity Holdings, Inc., Terry Anderton, RRM Ventures, LLC, Aureus Investments, LLC and Pan-African Investment Company, LLC. (File No. 005-86722) 13D C 7/25/2013 10.15 Investors Rights Agreement dated June 5, 2013 between Trunity Holdings, Inc., and Pan African Investment Company. 13D D 7/25/2013 10.16 Non-Qualified Stock Option Agreement dated as of December 23, 2013 by and between Arol Buntzman and Trunity Holdings, Inc. 10-K 10.14 4/15/2014 10.17 Securities Purchase Agreement dated as of November 5, 2014 by and between Trunity Holdings, Inc. and Peak One Opportunity Fund, L.P. 10-Q 10.15 11/25/2014 10.18 Consulting Agreement dated as of December 1, 2015 by and between Trunity Holdings, Inc., and Stephen Keaveney. 8-K 10.2 12/15/2015 10.19 Securities Exchange Agreement dated as of December 9, 2015 by and among Trunity Holdings, Inc., and the Members of Newco4Pharmacy, LLC. 8-K 10.1 12/15/2015 10.20 Spin-off and Asset Transfer Agreement dated as of December 31, 2015, by and among Trunity Holdings, Inc., Trunity, Inc., a Delaware corporation, and Trunity, Inc., a Florida corporation. 8-K 10.1 1/06/2016 10.21 Asset Purchase Agreement, dated September 30, 2016, by and among True Nature Holding, Inc., P3 Compounding Of Georgia, LLC, and ICP Holdings, LLC 8-K 10.1 10/05/2016 10.22 Consulting Agreement, dated June 8, 2017, by and between True Nature Holding, Inc. and Resources Unlimited NW LLC. 8-K 10.1 6/15/2017 10.23 Note Payable by True Nature Holding, Inc. to Stephen Keaveney, dated July 10, 2017. 10-Q 10.1 8/18/2017 10.24 Convertible Promissory Note issued by True Nature Holding, Inc. on July 5, 2018 to Power Up Lending Group Ltd. 8-K 4.1 7/13/2018 109 Table of Contents 10.25 Securities Purchase Agreement, dated July 5, 2018, by and between True Nature Holding, Inc. and Power Up Lending Group Ltd. 8-K 4.2 7/13/2018 10.26 Equity Financing Agreement, August 9, 2018, between True Nature Holding, Inc. and GHS Investments, LLC. 8-K 10.1 8/16/2018 10.27 Registration Rights Agreement, dated August 9, 2018 between True Nature Holding, Inc. and GHS Investments, LLC 8-K 10.2 8/16/2018 10.28 Convertible Promissory Note issued by True Nature Holding, Inc. on September 18, 2018 to Power Up Lending Group Ltd. 8-K 4.1 9/28/2018 10.29 Securities Purchase Agreement, dated September 18, 2018, by and between True Nature Holding, Inc. and Power Up Lending Group Ltd. 8-K 10.1 9/28/2018 10.30 Convertible Promissory Note issued by True Nature Holding, Inc. on November 9, 2018 to Power Up Lending Group Ltd. 8-K 4.1 1/14/2019 10.31 Securities Purchase Agreement, dated November 9, 2018, by and between True Nature Holding, Inc. and Power Up Lending Group Ltd. 8-K 10.1 1/14/2019 10.32 Securities Purchase Agreement, dated November 26, 2018, by and between True Nature Holding, Inc. and Auctus Fund, LLC. 8-K 10.2 1/14/2019 10.33 Common Stock Purchase Warrant issued by True Nature Holding, Inc. on November 26, 2018 to Auctus Fund, LLC. 8-K 10.5 1/14/2019 10.34 Securities Purchase Agreement, dated December 19, 2018, by and between True Nature Holding, Inc. and Crown Bridge Partners, LLC. 8-K 10.3 1/14/2019 10.35 Common Stock Purchase Warrant issued by True Nature Holding, Inc. on December 19, 2018 to Crown Bridge Partners, LLC. 8-K 10.6 1/14/2019 10.36 Securities Purchase Agreement, dated January 2, 2019, by and between True Nature Holding, Inc. and Power Up Lending Group Ltd. 8-K 10.4 1/14/2019 10.37* Senior Executive Employment Agreement effective as of October 1, 2019, between True Nature Holding Inc. and M. Lawrence Diamond 8-K 10.3 10/16/2019 10.38* Senior Executive Employment Agreement effective as of November 4, 2019, between True Nature Holding Inc. and Julie R. Smith 8-K 10.2 10/16/2019 10.39* Form of Board of Directors Advisory Agreement, dated as of December 26, 2019, by and between True Nature Holding Inc. and its Board Members 8-K 10.03 1/06/2020 10.40 Asset Purchase Agreement, dated as of March 2, 2020, by and among My Care, LLC and True Nature Holding, Inc. 8-K 10.1 3/13/2020 10.41 Convertible Redeemable Promissory Note issued by True Nature Holding, Inc. on April 8, 2020 to Eagle Equities, LLC. 8-K 4.01 4/17/2020 10.42 Securities Purchase Agreement, dated April 8, 2020, by and between True Nature Holding, Inc. and Eagle Equities, LLC. 8-K 4.02 4/17/2020 110 Table of Contents 10.43 Promissory Note issued by Bank of America, NA on April 25, 2020 to True Nature Holding, Inc. 8-K 10.1 5/11/2020 10.44* Board of Directors Advisory Agreement, dated June 1, 2020, between Mitesco, Inc. and Faraz Paqvi. 8-K 5.01 7/13/2020 10.45 Convertible Redeemable Note, dated July 1, 2020, between Mitesco, Inc. and Eagle Equities, LLC Inc. 8-K 4.01 8/05/2020 10.46 Securities Purchase Agreement, dated July 1, 2020, between Mitesco, Inc. and Eagle Equities, LLC. 8-K 10.01 8/05/2020 10.47 Consulting Advisor Agreement, dated July 8, 2020, between Mitesco, Inc. and Michael Loiacono. 8-K 10.1 7/08/2020 10.48* Board of Directors Advisory Agreement, dated August 1, 2020, between Mitesco, Inc. and Juan Carlos Iturregui. 8-K 10.02 8/05/2020 10.49 Securities Purchase Agreement, dated August 20, 2020, between Mitesco, Inc. and Eagle Equities, Inc. 8-K 10.01 8/27/2020 10.50 Convertible Redeemable Promissory Note, dated August 20, 2020, between Mitesco, Inc. and Eagle Equities Inc. 8-K 4.01 8/27/2020 10.51 Securities Purchase Agreement, dated September 30, 2020, between Mitesco, Inc. and Eagle Equities, Inc. 8-K 10.01 10/06/2020 10.52 Convertible Redeemable Promissory Note, dated September 30, 2020, between Mitesco, Inc. and Eagle Equities Inc. 8-K 4.01 10/06/2020 10.53 Form of lease agreement between The Good Clinic, LLC, and LMC NE Minneapolis Holdings, LLC, dated October 19, 2020. 10-Q 10.4 11/13/2020 10.54 Securities Purchase Agreement, dated October 29, 2020, between Mitesco, Inc. and Eagle Equities, Inc. 8-K 10.01 11/06/2020 10.55 Convertible Redeemable Promissory Note, dated October 29, 2020, between Mitesco, Inc. and Eagle Equities Inc. 8-K 4.01 11/06/2020 10.56 Securities Purchase Agreement, dated December 9, 2020 between Mitesco, Inc. and Eagle Equities, Inc. 8-K 10.01 12/15/2020 10.57 Convertible Redeemable Promissory Note, dated December 9, 2020, between Mitesco, Inc. and Eagle Equities Inc. 8-K 4.01 12/15/2020 10.61 Employment Agreement by and between Phillip Keller and Mitesco, Inc., dated as of March 17, 2021. 8-K 10.1 03/17/2021 111 Table of Contents 21.1 Subsidiaries of the Registrant X 31.1 Certification by the Principal Executive Officer of the Registrant pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 31.2 Certification by the Principal Financial Officer of the Registrant pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of X 32.1 Certification by the Principal Executive Officer and Principal Financial Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 32.2 Certification by the Principal Financial Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 101.INS Inline XBRL Instance Document X 101.SCH Inline XBRL Taxonomy Extension Schema Document X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Management contract or compensatory plan or arrangement required to be identified pursuant to Item 15(a)(3) of this report. ITEM 16. FORM 10-K SUMMARY Not applicable. 112 Table of Contents SIGNATURE Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K for the fiscal year ended December 31, 2022 to be signed on its behalf by the undersigned, thereunto duly authorized. MITESCO, INC. Dated: July 14, 2023 By: /s/ Lawrence Diamond Lawrence Diamond Chief Executive Officer and Director Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed by the following persons on behalf of the Registrant, Mitesco, Inc., and in the capacities and on the dates indicated. Signature and Title Date /s/ Lawrence Diamond July 14, 2023 Lawrence Diamond Chief Executive Officer and Director (Principal Executive Officer) /s/ Sheila Schweitzer July 14, 2023 Sheila Schweitzer Chairperson of the Board of Directors and Chief Operating Officer /s/ Thomas Brodmerkel July 14, 2023 Thomas Brodmerkel Chief Financial Officer and Director /s/ Juan Carlos Iturregui July 14, 2023 Juan Carlos Iturregui Director 113