What changed in this filing

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Item 9A. Controls and Procedures

2024-04-16 compared with 2023-07-14 · 198 added, 246 removed, 420 unchanged (51% of the section changed)

42 unchanged sentences

Board of Directors

Age at 12/31/23

Date Appointed

Date Resigned

Current Board

Chairman of the Board, Director

John Mitchell

Director, Secretary

Jordan Balencic

Independent Director

Previous Board

Lawrence Diamond

Thomas Brodmerkel (a)

Chairman of the Board of Directors

Faraz Naqvi (b)

1 unchanged sentence

Shelia Schweitzer (c)

Brodmerkel’s term as Chairman concluded on June 6, 2023.

Nazvi resigned from the Board of Directors on April 14, 2023.

Schweitzer became Board Chairperson on June 6, 2023.

Executive Officers

Director, Chairman 6/2/23 until 12/15/23

Age at 12/31/23

Date Appointed

Date Resigned or Compensation Ceased by Agreement

Current Management

John Mitchell

Previous Management - Mitesco, Inc.

Lawrence Diamond

Chief Executive Officer

Thomas Brodmerkel

Chief Financial Officer

Ingrid Jenny Lindstrom (d)

Thomas Brodmerkel (a)

CFO from 6/1/22 until 12/15/23

Shelia Schweitzer (c)

COO from 6/2/23 until 12/15/23

Ingrid Jenny Lindstrom

Chief Legal Officer

Shelia Schweitzer

Chief Operating Office

Lindstrom resigned on May 19, 2023.

Jessica Finnegan

VP Human Resources

For "The Good Clinic, LLC" subsidiary

1) On 12/5/2023 all employees of both Mitesco and The Good Clinic, LLC were notified that operations had ceased, and offices closed, all employees were notified that there was no funding for further payments to them.

2) Most all of the employment agreements noted above include a provision that they will only be paid if the Board of Directors determines that sufficient funds exist.

3)Most all of the employment agreements are specifically noted that they are governed by the laws of the State of Delaware.

Current Board and Management

Mack Leath , age 66, is a Director who also serves as CEO, CFO and Chairman of the Board of Directors.

He is a senior executive with 30 + years’ experience in business management, including a number of rapid growth and start-up situations.

He has been a sales and marketing professional in Petro-chemical distribution, software and construction related products as well as healthcare.

His roles include financial management and capital markets.

He has previously served on the Board of the Company from September 2016 until May 2017 where he assisted in restructuring and evaluating various business situations.

Leath has held several positions with several software companies.

He is the founder and Vice President of Business Development for Araicom Life Sciences, a literature search software start-up, Medsoftccs, LLC a software solution focused on assisting HR functions with nursing compliance issues and represents WVI Enterprise Companion, a software operating environment for the petro-chemical industries.

His involvement with each organization has varied with his primary focus being development and implementation of the business plans, raising investment capital (angel), marketing and sales.

Most recently, Mr.

Leath is a partner in CLRM which assesses GHG's to trade in environmental carbon credit market and assists in improving fuel economies and emissions for long haul trucks.

Leath has been the past president and has continued to serve on the Board of Searstone (www.searstone.com), a $150 million Continuing Care Retirement Community in Cary, NC since its inception in 2005, construction and occupancy.

As president, he presented and argued the business case before the North Carolina MedCare Commission for the $112 million bond financing in 2010.

In conjunction with this role, he has served as president of Quality Care Foundation, a 501c(3) corporation since 2002 which is the bond holder for other assisted care living facilities and CCRCs.

Leath graduated from North Carolina State University with a B.S.

in Business Administration;

Jordan Balencic , age 37, is a Director.

His employment history includes positions in both the healthcare arena, and as an entrepreneur.

His healthcare experience is as follows:

From October 2016 until the present, he has served as the Service Chief, Medical Director, and a staff physician for Home Based Primary Care (HBPC) November for the U.S.

Department of Veterans Affairs, Veterans Health Administration Lebanon, PA (Lebanon VA Medical Center).

His experience as an entrepreneur includes CEO / Co-Founder of ERApeutics, LLC d/b/a EVERMIND, Lancaster, PA, a physician-led organization dedicated to commercializing evidence-based, functional food and beverage products for cognitive health.

From August 2017 until the present, he serves as CEO / Co-Founder for BrainPower Capital, Inc., Lancaster, PA a health and wellness commercialization consultancy that has provided strategic guidance to several startups and public microcap companies since 2017.

He previously served as a member of the Board of Directors for Mitesco from September 2016 until September 2018 where he assisted in restructuring and evaluating various business acquisitions.

Balencic’s education includes the following degrees:

Doctor of Osteopathic Medicine (D.O.), in June 2013 from Lake Erie College of Osteopathic Medicine, Erie, PA and Bachelor of Science (B.S.) in May 2009 from Gannon University, Erie, PA Degree:

Biology with Emphasis in Pre-Medicine, Cum Lade.

John Mitchell , age 54, a Director who also serves as Secretary and Treasurer, has been an independent business owner and advisor since 2001 until present with an emphasis on the lighting and electrical products area in the yachting industry, as well as certain home improvement business activities.

From 1997 until 2001 he was employed by Microsoft Corporation as a recruiter.

From 1989 until 1997 Mr.

Mitchell served in the U.S.

Marine Corps, most recently as Sergeant E-5.

Mitchell provided bridge financing to the Company in September 2022 which remains unpaid.

Mitchell’s education includes undergraduate studies at Campbell University, Buios Creek, NC, 1989.

Previous Board and Management

Lawrence Diamond

Diamond has served as our Chief Executive Officer since November 2019 and Director since October 2019.

Diamond resigned effective December 29, 2023.

He previously served as our Chief Executive Officer since November 2019 and Director since October 2019.

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.

Diamond brings to the Board significant strategic, business, and financial experience specifically applicable to healthcare and telehealth companies.

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.

Thomas Brodmerkel

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.

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.

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.

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.

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.

Brodmerkel graduated from the United States Naval Academy, Annapolis, Maryland with a Bachelor of Science in 1982.

Brodmerkel was appointed to the board due to his extensive experience, leadership and managerial expertise in healthcare, healthcare technology, insurance, and healthcare consulting companies.

Brodmerkel resigned effective December 15, 2023.

He previously served as a Chair of the Board from April 2020 to June 2023.

On June 13, 2022, the Board appointed Mr.

1 unchanged sentence

Brodmerkel’s term as Chairman concluded on June 6, 2023.

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.

Naqvi has also served as the Medical Director of Miramont Lifestyle Fitness since 2012.

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.

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.

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.

Faraz Naqvi tendered his resignation as a director of the Company.

Naqvi resigned effective April 14, 2023.

He previously served as a Director on the Board since July 2020.

Juan Carlos Iturregui, Esq.

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.

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.

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.

Iturregui was appointed to the Board due to his international healthcare experience and his legal background.

Iturregui resigned effective November 5, 2023.

He previously served as a director of our Board since July 31, 2020.

Sheila Schweitzer

Schweitzer has served as a director of our Board since June 1, 2021.

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.

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.

Schweitzer resigned effective December 15, 2023.

She previously served as a Director of our Board since June 1, 2021.

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.

On July 17, 2023, Mr.

Allen Plunk was appointed to the Board of Directors of Mitesco, Inc.

(the “Company”), and he resigned as of December 12, 2023.

Jenny Lindstrom

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.

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.

Lindstrom resigned as of May 19, 2023.

She previously served as our Chief Legal Officer since April 12, 2021.

Jessica Finnegan

On March 1, 2022, the Board of Directors appointed Ms.

Jessica Finnegan its Vice President of Human Resources.

She resigned effective July 7, 2023.

Arrangements for Nomination as Directors and Changes in Procedures for Nomination;

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Composition of our Board of Directors

Our board of directors currently consists of five members.

Our board of directors currently consists of three (3) 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

Juan Carlos Iturregui is currently the only independent board member in accordance with standards under the Nasdaq Listing Rules.

Dr, Jordan Balencic is currently the only independent board member in accordance with standards under the Nasdaq Listing Rules.

Our Board determined that 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.

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.

Leath and Mr.

Mitchell, under the Nasdaq Listing Rules, are not independent directors as a result of being an executive officer to the Company.

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.

Diamond serves as our President and Chief Executive Officer and Mr.

Brodmerkel serves as the Chairman of the Board.

Brodmerkel’s term concluded on June 2023.

Sheila Schweitzer assumed the role of Chairperson in June of 2023.

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:

The Company has appointed Dr.

Balencic as the sole member of the audit committee.

Balencic is independent under the Nasdaq Listing Rules independence standards for nominating and governance committee members.

Leath and Mr.

Mitchell currently serve as the compensation committee.

The Company may elect to may create additional Board committees when we it applies to an up-listing to a senior exchange.

Audit Committee

Our audit committee is comprised of three independent board members.

Our audit committee is comprised of one 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.

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Our compensation committee operates under a written charter, which satisfies the applicable rules of the SEC and the listing standards of Nasdaq.

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;

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.

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Summary of Executive Compensation

Three directors were appointed on December 15, 2023, replacing the previous Board of Directors.

They have elected to receive no compensation for 2023.

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, 2023 and 2022.

Summary Compensation Table

Name and Principal

Chief Executive Officer and Chief Financial Officer

Lawrence Diamond

Phillip Keller

Former Chief Executive Officer

Thomas Brodmerkel

Former Chief Financial Officer

Jenny Lindstrom

Former Chief Legal Officer

Shelia Schweitzer

Former Chief Operating Officer

Jessica Finnegan

VP Human Resources

For "The Good Clinic, LLC" subsidiary

Former Chief Executive Officer

Former President

Consists of an equity incentive for the conversion of notes and accrued compensation into Series F preferred shares

Consists of reimbursement for health insurance and cell phone costs.

Consists of the fair value of 4,000 stock options granted during the period.

Consists of the fair value of 6,256 shares of common stock granted in lieu of monies owed to Mr.

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.

Consists of the fair value of 35,000 stock options granted during the period.

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.

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.

The Company appointed three (3) new Directors on December 15, 2023.

They have elected to receive no compensation for 2023.

They have agreed to serve for one (1) year terms and have agreed to a compensation plan that provides for a) $60,000 per year stipend to be paid by the issuance of Series X Preferred Stock, and b) reimbursement of any real and actual cash expenses incurred in the execution of their responsibilities such as travel, office supplies or similar nominal expenses.

The Series X Preferred shares have a face value of $25 per share and pay dividend of 10% in cash or through the issuance of restricted common stock monthly.

All dividends to date for previously issued shares have been paid through the issuance of restricted common stock, and it is anticipated that this practice will continue indefinitely.

For 2024, in conjunction with this award each of the Directors will receive a total of 2,400 shares of Series X Preferred stock.

Each share has voting rights entitling it to four hundred (400) votes, when compared to common stock which has one (1) vote per share.

As such each director will be entitled to 960,000 share votes on any matter requiring a vote.

Starting in July 2023 and continuing until further notice the Company intends to pay the Series X dividends using restricted common stock with a valuation of $.80 per share, a 20% discount to the average price of the stock before it was moved to the OTC Expert Market Quote platform.

The Certificate of Designation for the Series X Preferred stock (as previously filed in Delaware, and recently converted to Nevada with the same terms) can be viewed here:

https://www.sec.gov/Archives/edgar/data/802257/000118518520000019/ex_168535.htm

Officer Compensation

Effective December 15, 2023, the officers of the Company shall not receive any compensation, either accrued or paid.

Pension Benefits;

3 unchanged sentences

The following table shows for the fiscal year ended December 31, 2023, certain information regarding outstanding equity awards at fiscal year-end for the Named Executive Officers.

None of the newly elected Named Executive Officers have outstanding equity awards at December 31, 2023.

In January 2024 the Board of Directors terminated the stock option plan, and all previously issued options.

The details can be found here:

https://www.sec.gov/ix?doc=/Archives/edgar/data/0000802257/000118518524000060/mitesco20240109_8k.htm

Name and Principal

Unexercisable

Lawrence Diamond, CEO

Lawrence Diamond, Former CEO

July 21, 2021

July 21, 2031

Thomas Brodmerkel, CFO

Thomas Brodmerkel, Former CFO

February 27, 2020

2 unchanged sentences

December 28, 2020

Jenny Lindstrom, Chief Legal Officer

Jenny Lindstrom, Former Chief Legal Officer

April 12, 2021

2 unchanged sentences

July 21, 2031

Michael Howe, Chief Executive Officer, The Good Clinic LLC

Michael Howe, Former Chief Executive Officer, The Good Clinic LLC

June 17, 2031

1 unchanged sentence

July 21, 2031

Director Compensation

The following table sets forth, for the year ended December 31, 2023, 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.

3 unchanged sentences

Faraz Naqvi (c)

Juan Carlos Iturregui

Juan Carlos Iturregui (e)

Sheila Schweitzer (d)

Mack Leath (f)

Jordan Balencic (f)

John Mitch (f)

Amount represents the fair value of stock options granted during the period.

3 unchanged sentences

On June 6, 2023, Sheila Schweitzer assumed the position as Chairperson of the Board.

Sheila Schweitzer resigned as a director on December 15, 2023

On December 15, 2023, Juan Carlos Iturregui resigned as a director of the Company.

On December 15, 2023, Mack Leath, Jordan Balencic and John Mitch were elected to the Board of Directors

Amount represents equity incentive benefits related to conversion of accrued compensation and outstanding notes payable

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.

5 unchanged sentences

Sheila Schweitzer

Jordan Balencic

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.

The following table sets forth certain information as of April XX, 2024, 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.

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Percent of Series D Preferred Stock

Number of shares of Shares of Series F Preferred Stock

Percent of Series F Preferred Stock

Directors and Officers

Ronald Riewold (Director)(1)

Tom Brodmerkel (Director)(2)

Larry Diamond (Director, Officer)(3)

Juan Carlos Iturregui (Director)(4)

Phillip Keller (5)

Jenny Lindstrom (6)

Faraz Naqvi (Director) (7)

Sheila Schweitzer (8)

Mack Leath, CFO, CEO, Director

John Mitchell, Director

Jordan Balencic, Director

Ronald Riewold (Former Director)(1)

Tom Brodmerkel ( Former Director)(2)

Larry Diamond (Former Director, Officer)(3)

Juan Carlos Iturregui (Former Director)(4)

Jenny Lindstrom (Former officer) (6)

Faraz Naqvi (Former Director) (7)

Sheila Schweitzer (Former Director) (8)

Current Executive Officers and Directors as a group (10 Persons)

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Mercer Street Global Opportunity Fund (11)

Howe Living Trust (12)

Anson Investment (12)

AJB Capital Investments

Dragon Dynamic Funds Platform Ltd

*denotes less than 0.1%

Consists of 23,774 shares of common stock and options to purchase an additional 13,667 shares of common stock.

Resigned as a director effective December 15, 2023.

Consists of 8,334 shares of common stock and options to purchase 22,667 shares of common stock.

Resigned as an officer and director effective December 15, 2023.

Consists of 108,704 shares of warrants to purchase 19,428 shares of common stock.

Resigned as an officer and director effective December 15, 2023.

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.

Resigned as a director effective December 15, 2023.

Keller resigned from his position as CFO of the Company effective June 12, 2022.

Consists of 543 shares of common stock, options to purchase 15,000 shares of common stock, warrants to purchase 2,583 shares of common stock, and 2,410 shares of common stock issuable upon conversion of Series D Preferred Stock.

Resigned from position as CLO of the Company effective May 19, 2023

Consists of 22,000 shares of common stock and options to purchase 4,000 shares of common stock.

Resigned as a director effective December 15, 2023.

Consists of options to purchase 20,700 shares of common stock.

Resigned as a director effective December 15, 2023.

Based solely on a Schedule 13D filed by Anglo Irish Management LLC (“Anglo”), Anglo received 60,467 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.

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.

Cavalry Fund I, LLP owns 5,684 shares of Series F Preferred Stock.

Amount of common stock includes 42,000 shares of common stock issuable upon exercise of the Series A Warrants issued in connection with the Series C Preferred Stock, 42,000 shares of common stock issuable upon exercise of Series B Warrants issued in connection with the Series C Preferred Stock, 31,500 shares of common stock issuable upon exercise of the Series A Warrants issued in connection with the Series D Preferred Stock, 31,500 shares of common stock issuable upon exercise of the Series B Warrants issued in connection with the Series D Preferred Stock, and 557 shares of common stock issuable upon exercise of warrants issued in connection with the Series F Preferred Stock, 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.

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.

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.

Mercer Street Global Opportunity Fund owns 2,860 shares of Series F Preferred Stock.

Amount of common stock includes 6,150 shares of common stock, 42,000 shares of common stock issuable upon exercise of the Series A Warrants issued in connection with the Series C Preferred Stock, 42,000 shares of common stock issuable upon exercise of Series B Warrants issued in connection with the Series C Preferred Stock, 31,500 shares of common stock issuable upon exercise of the Series A Warrants issued in connection with the Series D Preferred Stock, 31,500 shares of common stock issuable upon exercise of the Series B Warrants issued in connection with the Series D Preferred Stock, and 144 shares of common stock issuable upon exercise of warrants issued in connection with the Series F Preferred Stock, 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.

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.

Amount consists of 30,413 shares of common stock, warrants to purchase 121,500 shares of common stock.

Equity Compensation Plan Information

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Howe for costs incurred in connection with a settlement agreement with a vendor.

On September 29, 2023, the Company issued 181,606 shares of its restricted common stock to Sheila Schweitzer, it’s COO and a board member, for the conversion of notes payable in the principal amount of $18,750, accrued interest of $2,101, and accrued salary of $64,434 for a total amount of $145,285.

Spartan Capital Advisory Agreement

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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.

Brodmerkel will remain as Chief Financial Officer and continue to serve as a member of the Company’s Board of Directors.

Schweitzer was also appointed to the newly created position of Chief Operating Officer.

Debt Exchange Agreement

On December 8, 2023, the Company sold the remaining assets of The Good Clinic, LLC to Leading Primary Care LLC, a company organized by Michael C.

Howe, the former CEO of The Good Clinic, LLC for total consideration of approximately $2.5 million.

Consideration consisted of cancelling existing notes payable and accrued interest owed to Mr.

Howe in the amount of approximately $2.5 million.

The Company expects to recognize a gain on this transaction in the amount of approximately $2.5 million.

Significant liabilities remain in The Good Clinic, LLC.

On December 8, 2023, Mr.

Howe also exchanged (i) 500,000 shares of Series D Preferred Stock with a stated value of approximately $0.5 million and accrued dividends of approximately $67,000, and (ii) accrued salary owed to Mr.

Howe in the amount of approximately $38,000 plus a conversion incentive of 65% or approximately $25,000 for 655 shares of the Company’s Series F Preferred Stock with a liquidation value of approximately $0.6 million.

Other than the conversion of incentive of the approximately $25,000, there was no gain or loss recorded on this transaction.

On December 8, 2023, Mr.

Howe also exchanged accrued salary in the amount of $39,300 plus a conversion premium in the amount of 65% or approximately $25,545 for 65 shares of the Company’s Series F Preferred Stock with a liquidation value of approximately $65,000.

Other than the conversion of incentive of the approximately $25,554, there was no gain or loss recorded on this transaction.

See the Form 8K filing of December 13, 2023, located here, for additional details:

https://www.sec.gov/Archives/edgar/data/802257/000118518523001292/0001185185-23-001292-index.htm .

Director Independence

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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.

The following table represents aggregate fees billed to the Company for the fiscal years ended December 31, 2023 and 2022 by Accell Audit & Compliance, P.A, the Company’s current principal accountant and RBSM, LLP, the Company’s former principal accountant.

Audit-related fees

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The following financial statements are included in this Annual Report on Form 10‑K for the fiscal years ended December 31, 2023 and 2022:

Report of Independent Registered Public Accounting Firm

Report of Current Independent Registered Public Accounting Firm

Report of Prior Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2023 and 2022

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Subsidiaries of the Registrant

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

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

Certification by the Principal Executive Officer and 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 2002

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.

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.

Inline XBRL Instance Document

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MITESCO, INC.

July 14, 2023

/s/ Lawrence Diamond

Lawrence Diamond

Chief Executive Officer and Director

April 16, 2024

/s/ Mack Leath

Chief Executive Officer, Chief Financial Officer and Chairperson of the Board of Directors

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

/s/ Lawrence Diamond

July 14, 2023

Lawrence Diamond

Chief Executive Officer and Director

/s/ Mack Leath

April 16, 2024

Chief Executive Officer, Chief Financial Officer and Chairperson of the Board of Directors

(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

/s/ John Mitchell

April 16, 2024

John Mitchell

Secretary and Director

Jordan Balencic

April 16, 2024

Jordan Balencic

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures