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, 2023. 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 2023 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. 95 Table of Contents Because of these material weaknesses, management concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2023. 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. 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, 2023 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. 96 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, 2023: Board of Directors Name Position Age at 12/31/23 Date Appointed Date Resigned Current Board Mack Leath Chairman of the Board, Director 66 12/15/2023 in place John Mitchell Director, Secretary 54 12/15/2023 in place Dr. Jordan Balencic Independent Director 37 12/15/2023 in place Previous Board Lawrence Diamond Director 59 10/7/2019 12/29/2023 Thomas Brodmerkel (a) Director 64 12/31/2019 12/15/2023 Dr. H. Faraz Naqvi (b) Director 56 7/13/2020 4/14/2023 Juan Carlos Iturregui Esq Director 57 7/31/2020 11/5/2023 Shelia Schweitzer (c) Director, Chairman 6/2/23 until 12/15/23 75 6/1/2021 12/19/2023 Allen Plunk Director 54 7/17/2023 12/12/2023 Management Name Position Age at 12/31/23 Date Appointed Date Resigned or Compensation Ceased by Agreement Current Management Mack Leath CEO & CFO 66 12/15/2023 in place John Mitchell Treasurer 54 12/15/2023 in place Previous Management - Mitesco, Inc. Lawrence Diamond CEO 59 10/7/2019 12/29/2023 Thomas Brodmerkel (a) CFO from 6/1/22 until 12/15/23 64 12/31/2019 12/15/2023 Shelia Schweitzer (c) COO from 6/2/23 until 12/15/23 75 6/1/2021 12/19/2023 Ingrid Jenny Lindstrom Chief Legal Officer 4/12/2021 5/19/2023 Jessica Finnegan VP Human Resources 3/1/2022 For "The Good Clinic, LLC" subsidiary Michael Howe CEO 6/1/2021 12/16/2022 Bradley Case President 6/21/2021 12/16/2022 NOTES: 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. 97 Table of Contents Current Board and Management Mr. 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. Mr. 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. Mr. 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. Mr. Leath graduated from North Carolina State University with a B.S. in Business Administration; 1986. Dr. 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. Dr. 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: B.S. Biology with Emphasis in Pre-Medicine, Cum Lade. Mr. 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. Mr. Mitchell provided bridge financing to the Company in September 2022 which remains unpaid. Mr. Mitchell’s education includes undergraduate studies at Campbell University, Buios Creek, NC, 1989. Previous Board and Management Lawrence Diamond Mr. Diamond resigned effective December 29, 2023. He previously 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. 98 Table of Contents Thomas Brodmerkel Mr. 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. 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 resigned effective April 14, 2023. He previously served as a Director on the Board since July 2020. Juan Carlos Iturregui, Esq. Mr. Iturregui resigned effective November 5, 2023. He previously served as a director of our Board since July 31, 2020. Sheila Schweitzer Ms. Schweitzer resigned effective December 15, 2023. She previously served as a Director of our Board since June 1, 2021. 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. Allen Plunk 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 Ms. 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; 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 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 Dr, Jordan Balencic is currently the only independent board member in accordance with standards under the Nasdaq Listing Rules. Our Board determined that Mr. Leath and Mr. Mitchell, under the Nasdaq Listing Rules, are not independent directors as a result of being an executive officer to the Company. 99 Table of Contents Board of Directors Leadership Structure Board of Directors Committees The Company has appointed Dr. Balencic as the sole member of the audit committee. Dr. Balencic is independent under the Nasdaq Listing Rules independence standards for nominating and governance committee members. Mr. 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 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. 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. 100 Table of Contents 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. 101 Table of Contents ITEM 11. EXECUTIVE COMPENSATION 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 Salary Salary earned earned Non-Equity Nonqualified and and Incentive Deferred All Name and paid unpaid Stock Option Plan Compensation Other Principal in cash in cash Bonus Awards Awards Compensation Earnings Compensation Total Position Year ($) ($) ($) ($) ($) ($) ($) ($) ($) Mack Leath 2023 - - - - - - - - - Chief Executive Officer and Chief Financial Officer 2022 - - - - - - - - - Lawrence Diamond 2023 7,000 233,385 - - - - 634,114 (a) 874,499 Former Chief Executive Officer 2022 177,885 77,460 - - - - - 14,384 (b) 269,729 Thomas Brodmerkel 2023 - 115,385 - - - - - 95,791 (a) 211,176 Former Chief Financial Officer 2022 28,846 38,792 - - 23,316 (c) - - 6,291 (b) 97,245 Jenny Lindstrom 2023 - 96,154 - - - - - - 96,154 Former Chief Legal Officer 2022 182,693 77,183 - - - - - 14,394 (b) 274,260 Shelia Schweitzer 2023 - 109,231 - - - - - - 109,231 Former Chief Operating Officer 2022 - - - - - - - - - Jessica Finnegan 2023 7,000 109,827 - - - - - - 116,827 VP Human Resources 2022 121,777 65,007 - - - - - - 186,784 For "The Good Clinic, LLC" subsidiary Michael Howe 2023 1,000 1,349 - - - - - 49,895 (a) 52,244 Former Chief Executive Officer 2022 134,615 33,215 - - - - - 8,986 (b) 176,817 Bradley Case 2023 2,000 21,077 - - - - - - 23,077 Former President 2022 138,462 59,913 - - - - - 11,659 (b) 210,033 (a) Consists of an equity incentive for the conversion of notes and accrued compensation into Series F preferred shares (b) Consists of reimbursement for health insurance and cell phone costs. (c) Consists of the fair value of 4,000 stock options granted during the period. (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. 102 Table of Contents Executive Employment, Termination and Change of Control Arrangements 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 $.80 per share, a 20% discount to the average price of the stock before it was moved to the OTC Expert Market Quote platform. The Certificate of Designation for the Series X Preferred stock (as previously filed in Delaware, and recently converted to Nevada with the same terms) can be viewed here: https://www.sec.gov/Archives/edgar/data/802257/000118518520000019/ex_168535.htm Officer Compensation Effective December 15, 2023, the officers of the Company shall not receive any compensation, either accrued or paid. Pension Benefits; Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans We do not offer pension benefits, non-qualified contribution, or other deferred compensation plans to our executive officers. Outstanding Equity Awards at December 31, 2023 The following table shows for the fiscal year ended December 31, 2023, certain information regarding outstanding equity awards at fiscal year-end for the Named Executive Officers. None of the newly elected Named Executive Officers have outstanding equity awards at December 31, 2023. Note: In January 2024 the Board of Directors terminated the stock option plan, and all previously issued options. The details can be found here: https://www.sec.gov/ix?doc=/Archives/edgar/data/0000802257/000118518524000060/mitesco20240109_8k.htm Securities Securities Underlying Underlying Unexercised Unexercised Options Name and Principal Options (#) Options (#) Exercise Option Position Grant Date Exercisable Unexercisable Price ($) Expiry Date Lawrence Diamond, Former CEO July 21, 2021 - 30,000 (a) $ 12.50 July 21, 2031 Thomas Brodmerkel, Former CFO February 27, 2020 11,667 - $ 1.50 February 27, 2030 December 28, 2020 2,000 - $ 1.50 December 28, 2020 Jenny Lindstrom, Former 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, Former 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 103 Table of Contents 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. 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) ($) ($) ($)(g) ($) Thomas Brodmerkel (b) 15,000 - - - 29,250 44,250 Dr. H. Faraz Naqvi (c) 7,500 - - - - - 7,500 Juan Carlos Iturregui (e) 30,000 - - - 84,073 114,073 Sheila Schweitzer (d) 15,000 - - - - 15,000 15,000 Allen Plunk 15,000 - - - - - 15,000 Mack Leath (f) - - - - - - - Jordan Balencic (f) - - - - - - - John Mitch (f) - - - - - - - (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. Sheila Schweitzer resigned as a director on December 15, 2023 (e) On December 15, 2023, Juan Carlos Iturregui resigned as a director of the Company. (f) On December 15, 2023, Mack Leath, Jordan Balencic and John Mitch were elected to the Board of Directors (g) 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. Number of Outstanding Options Name and Principal As of Position December 31, 2023 Thomas Brodmerkel 22,667 Dr. H. Faraz Naqvi 4,000 Juan Carlos Iturregui 3,700 Sheila Schweitzer 20,700 Mack Leath - Jordan Balencic - John Mitch - 104 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 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. 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%. 105 Table of Contents 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 Number of shares of Shares of Series F Preferred Stock Percent of Series F Preferred Stock Directors and Officers Mack Leath, CFO, CEO, Director 410 * % - - - - - - - - John Mitchell, Director 583 * % - - - - - - - - Jordan Balencic, Director - - - - - - - - - - Ronald Riewold (Former Director)(1) 37,441 0.7 % 1,200 5.0 % - - - - - - Tom Brodmerkel ( Former Director)(2) 31,001 0.6 % - - - - - - 318 1.6 % Larry Diamond (Former Director, Officer)(3) 128,133 2.5 % 2,000 8.3 % - - - - 1,610 8.3 % Juan Carlos Iturregui (Former Director)(4) 25,429 0.5 % - - - - - - 210 1.1 % Jenny Lindstrom (Former officer) (6) 20,536 0.4 % - - - - 25,000 10 % - - Faraz Naqvi (Former Director) (7) 26,000 0.5 % - - - - - - - - Sheila Schweitzer (Former Director) (8) 20,700 0.4 % - - - - - - - - Current Executive Officers and Directors as a group (10 Persons) 290,746 5.1 % 3,200 13.2 % - - 25,000 0.8 % 2,138 11 % 5% or more shareholders James Crone 29,219 0.5 % 2,884 11.9 % - - - - - - Louis DeLuca 11,609 0.2 % 2,400 9.9 % - - - - - - Anglo Irish Management LLC (9) 60,467 1.1 % 12,503 51.6 % - - - - - - Frank Lightmas 31,906 0.1 % 3,240 13.4 % - - - - - - Cavalry Fund I, LLP(10) 147,557 2.6 % - - - - - - 5,684 29.3 % Mercer Street Global Opportunity Fund (11) 153,294 2.7 % - - - - - - 2,860 14.7 % Anson Investment (12) 151,913 2.6 % - - - - - - 2,172 10.8 % AJB Capital Investments 106,502 1.9 % - - - - - - 2,378 11.9 % Dragon Dynamic Funds Platform Ltd 9,648 0.2 % - - - - - - 1,177 5.9 % *denotes less than 0.1% 106 Table of Contents (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. (2) 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. (3) 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. (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. Resigned as a director effective December 15, 2023. (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 2,583 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 (7) 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. (8) Consists of options to purchase 20,700 shares of common stock. Resigned as a director effective December 15, 2023. (9) 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. (10) 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. 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 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. (12) Amount consists of 30,413 shares of common stock, warrants to purchase 121,500 shares of common stock. 107 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. 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. 108 Table of Contents 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 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). 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. 109 Table of Contents 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 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. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 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. 2023 2022 Audit fees $ 139,500 $ 139,500 Audit-related fees - - Tax fees 28,000 28,000 All other fees - - Total $ 167,500 $ 167,500 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. 110 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, 2023 and 2022: 1. Report of Current Independent Registered Public Accounting Firm 2. Report of Prior Independent Registered Public Accounting Firm 3. Consolidated Balance Sheets as of December 31, 2023 and 2022 4. Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2023 and 2022 5. Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2023 and 2022 6. Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022 7. 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 111 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 112 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 113 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 114 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 115 Table of Contents 21.1 Subsidiaries of the Registrant X 31.1 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 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 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. 116 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, 2023 to be signed on its behalf by the undersigned, thereunto duly authorized. MITESCO, INC. Dated: April 16, 2024 By: /s/ Mack Leath 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 Date /s/ Mack Leath April 16, 2024 Mack Leath Chief Executive Officer, Chief Financial Officer and Chairperson of the Board of Directors (Principal Executive Officer) /s/ John Mitchell April 16, 2024 John Mitchell Secretary and Director /s/ Dr. Jordan Balencic April 16, 2024 Jordan Balencic Director 117