What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2025-03-31 compared with 2024-04-16 · 239 added, 242 removed, 8 unchanged (98% of the section changed)

Company Overview

Mitesco, Inc.

(the “Company,” “we,” “us,” or “our”) was formed in the state of Delaware on January

On December 9, 2015, we restructured our operations and acquired Newco4pharmacy, LLC, a development stage company which sought to acquire compounding pharmacy businesses.

As a part of the restructuring, we completed a “spin out” of our former business line.

On April 24, 2020, we changed our name to Mitesco, Inc.

On October 13, 2023, the Company effected a re-domestication to Nevada.

We are a holding company seeking to provide products, services and technology to make accessible higher quality, and more affordable healthcare solutions.

We have recently discontinued the business activities within “The Good Clinic, LLC” healthcare subsidiary due to lack of profitability and limited funding.

We have a number of near-term opportunities that we hope to pursue, assuming the capital markets make sufficient funding available at reasonable rates.

Our operations are subject to comprehensive federal, state, and local laws and regulations in the jurisdictions in which it does business.

There also continues to be a heightened level of review and/or audit by federal and state regulators of the health and related benefits industry’s business and reporting practices.

As of the date of this filing, we are not subject to any actual or anticipated regulatory reviews or audits relating to our operations.

The laws and rules governing our businesses and interpretations of those laws and rules continue to evolve each year and are subject to frequent change.

The application of these complex legal and regulatory requirements to the detailed operation of our businesses creates areas of uncertainty.

Further, there are numerous proposed health care, financial services and other laws and regulations at the federal and state level some of which could adversely affect our businesses if they are enacted.

We cannot predict whether pending or future federal or state legislation will have an adverse effect on our business.

We can give no assurance that the businesses, financial condition, operating results and/or cash flows will not be materially adversely affected, or that we will not be required to materially change its business practices, based on:

(i) future enactment of new health care or other laws or regulations;

(ii) the interpretation or application of existing laws or regulations, including the laws and regulations described in this Government Regulation section, as they may relate to one or more of our businesses, one or more of the industries in which we compete and/or the health care industry generally;

(iii) our pending or future federal or state governmental investigations.

Discontinued Operations and Debt Exchange Agreement

We have discontinued business activities as a result of the closure of “The Good Clinic, LLC” healthcare subsidiary in late 2022.

It has been permanently shuttered due to a lack of profitability.

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 in the form of forgiveness of certain notes payable held by Howe.

As a result, the accounts of The Good Clinic, LLC have been included in “Net (loss) from discontinued operations” in our consolidated statements of operations.

Additionally, these assets and liabilities have been presented as discontinued operations in our consolidated balance sheet as of December 31, 2023 and December 31, 2022.

See Note 4 - Discontinued Operations for additional information.

Reverse Stock Split

On December 12, 2022, our board of directors approved the filing of a certificate of amendment to our amended and restated certificate of incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to affect a one-for-fifty reverse stock split.

The Amendment became effective at 5:00 p.m.

Eastern Time on December 12, 2022.

Pursuant to the Amendment, at the effective time of the Amendment, every fifty (50) shares of our issued and outstanding common stock was automatically combined into one (1) issued and outstanding share of common stock.

The Reverse Stock Split affected all shares of our common stock outstanding immediately prior to the effective time of the Amendment.

No fractional shares were issued as a result of the Reverse Stock Split.

Stockholders of record who would otherwise be entitled to receive a fractional share received a full share thereof.

As a result of the Reverse Stock Split, proportionate adjustments were made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all stock options and warrants issued by us and outstanding immediately prior to the effective time of the Amendment, which resulted in a proportionate decrease in the number of shares of our common stock reserved for issuance upon exercise or vesting of such stock options and warrants and a proportionate increase in the exercise price of all such stock options and warrants.

In addition, the number of shares reserved for issuance under our equity compensation plans immediately prior to the effective time of the Amendment were reduced proportionately.

All share and per share amounts of common stock presented in this Annual Report on Form 10k have been retroactively adjusted to reflect the Reverse Stock Split.

On January 4, 2023, the Company disclosed in a DEF 14C filing with the SEC that its shareholders had authorized the Board of Directors to affect a reverse split of up to four (4) to one (1) reverse split.

Authorization to be available until December 18, 2025.

The SEC filing can be found at the following link:

https://www.sec.gov/Archives/edgar/data/802257/000118518523000003/mitesco20230104_def14c.htm

On February 20, 2024 the Board of Directors of Mitesco unanimously voted to terminate this previously approved authorization.

There is a large market for acquisitions by other holding companies, investors, private equity, venture capital and other existing businesses in the subject matter areas of the targets.

Our competitors may have greater name recognition, longer operating histories and significantly greater financial and other resources than we do.

Further, our competitors may be acquired by third parties with greater available resources.

As a result, our competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards, or patient requirements and may have the ability to initiate or withstand substantial price competition.

In addition, our competitors have established, and may in the future establish, cooperative relationships with vendors of complementary technologies or services to increase the availability of their solutions in the marketplace.

Accordingly, new competitors or alliances may emerge that have greater market share, a larger member or patient base, more widely adopted proprietary technologies, greater marketing expertise, greater financial resources, and larger sales forces than we have, which could put us at a competitive disadvantage.

Our competitors could also be better positioned to serve certain segments of the healthcare market, which would limit our member and patient growth.

In light of these factors, even if our solution is more effective than those of our competitors, current members, health network partners and enterprise clients may accept alternative competitive solutions in lieu of purchasing our solution.

If we are unable to compete in the healthcare market, our business would be harmed.

We cannot be assured that we will be able to compete any of the markets in which we intend to operate.

This could cause you to lose your investment.

Our Competitive Strengths

We believe the following strengths and market dynamics provide us a competitive advantage.

As additional capital is available to the Company, we will pursue the acquisition of existing healthcare services and technology business, and we may consider opening new clinics using our revised and less capital-intensive approach going forward:

Experienced team - with a proven track record of growing businesses both organically and through acquisition.

Public company experience – solid knowledge of the equity markets and participants in the financing of public companies.

Compliance experience – extensive securities law experience and in SEC reporting.

Knowledge of audit and accounting requirements – any acquisition into a publicly held company must be able to be fully audited according to PCOAB standards.

Operational Overview

During 2021 and through the year ended December 31, 2022, we focused on establishing medical clinics utilizing nurse practitioners and telemedicine technology under “The Good Clinic” name.

Our strategy was to utilize a mix of nurse practitioners and telemedicine technology in clinics to improve patient experiences and outcomes and reduce healthcare costs as compared to other available treatment options.

As previously noted, we made a strategic decision to shutter the clinic in the fourth quarter of 2022 and released the entire staff.

Our senior management team and the Board of Directors within the holding company was replaced in December 2023, adding individuals with greater knowledge of turnaround management, and acquisition development.

As we redevelop our new strategy for lower cost operations, we expect to focus on the acquisition of existing technology and services businesses, or those with very near-term potential.

Management/Human Capital

We believe that the Company’s management team will remain relatively small in the near term and should consist of a team with experience in 1) public company accounting and finance, 2) software and systems, 3) brand marketing, and 4) public equities financing.

We also use the services of additional advisors and consultants on an as needed basis to perform outsourced tasks including accounting, SEC reporting, corporate finance, and investor relations.

As of December 31, 2023, none of our employees were represented by a union or covered by a collective bargaining agreement.

We have not experienced any work stoppages and we consider our relationship with our employees to be good.

Intellectual Property

In August 2020, we applied for trademark protection of “The Good Clinic”, with the United States Patent & Trademark Office (USPTO).

Our federal trademark registration for the mark THE GOOD CLINIC is on the Supplemental Register, not the Principal Register.

The Supplemental Register does not confer the same rights and benefits as the Principal Register.

After a period of five years of use, or sooner based upon our marketing resources and our use of the name, we intend to apply to have the name transferred to the Principle Register.

These assets, along with remaining clinic equipment, operating documentation and computers were sold in exchange for cancellation of certain debts, as noted below.

Debt Exchange Agreement

On December 8, 2023, effective November 30, 2023, the Company sold the remaining assets of The Good Clinic, LLC to Leading Primary Care LLC, a company organized by Michael C.

On December 9, 2015, we restructured our operations and acquired Newco4pharmacy, LLC, a development stage company which sought

to acquire compounding pharmacy businesses.

As a part of the restructuring, we shut down our former business line.

On April 24, 2020,

we changed our name to Mitesco, Inc.

In October 2023, the Company changed its domicile from Delaware to Nevada in order to effect reduced

2020 through 2022, our operations were focused on establishing medical clinics utilizing nurse practitioners under The Good Clinic name

and development and acquisition of telemedicine technology.

We opened our first The Good Clinic in Minneapolis, Minnesota in the first

quarter of 2021 and had six operating clinics during the year ended December 31, 2022, with two additional sites under contract.

fourth quarter of fiscal 2022, we made the strategic decision to close the entire clinic operation and release our staff due to a lack

of profitability.

The majority of the holders of Series D and F Preferred stock, notes payable and accounts payable discussed herein,

were investors, lenders and vendors to the Company during the operation of the clinic business and have now received either restricted

common stock, or the Series A Preferred shares in consideration of the cancelation of, or in exchange for, the previous obligations.

The financial results and obligations are now accounted for as “discontinued operations”.

For details see “Debt Restructuring”

Business Operations

are a holding company seeking to provide products, services and technology.

June 2024 we announced the formation of two (2) new wholly owned business units, Centcore, LLC (“Centcore”) that is providing

data center services including cloud computing and application hosting, and Vero Technology Ventures, LLC (“VTV”), whose

aim is to seek investment and acquisition opportunities, generally in the areas of cloud computing and data center related applications.

has two (2) areas of focus.

The first, generic data center services, is aimed at hosting applications for a specific user, sometimes

referred to as “managed services offerings” or MSO, where the client moves the software licensed from various vendors, or

internally developed, into our data center where we maintain the computing, communications and backup environment.

second focus involves hosting application software developed by software vendors, from which they will sell the use of the software by

their end user clients on a “cloud” basis.

By taking this approach, we gain the business of the vendor, and their clients,

perhaps allowing us to grow at a faster rate with lower cost of sales.

We have developed the “Centcore Partner Program” where

we will help promote the software vendors who are hosting in our data centers.

If we are successful helping the vendor grow his business,

we will have provided a “value added service”, and benefit from increased utilization of our computing resources by not only

the vendor, but also his new end user clients.

Our initial focus for this area is on software providers who serve the “infrastructure”

market doing design, engineering, construction and maintenance of significant assets.

We desire to create “life cycle” relationships

as the design, construction and operational life of these systems includes document management and performance modeling over years, often

from 5 to 20 years.

have retained proven professionals in the data center, cyber security and infrastructure services areas to support our needs on a per

hour basis, which we believe will allow us to control our costs relative to business activity, without significant staffing internally.

We have also formed an “Advisory Board” where individuals with experience in business areas where we have interest have agreed

to assist us, receiving a nominal issuance of restricted common stock, in consideration of their advice.

VTV is currently involved with the formation of a

new software development project aimed at applying artificial intelligence (A.I.) to the sales process for various businesses including

residential real estate.

There are several other projects in evaluation, generally aimed at software that would operate on a cloud computing

platform such as that which the Company has in its Centcore Data Center.

The VTV arm is actively reviewing potential early-stage cloud

computing solution vendors and is developing its own A.I.

based application set.

It is currently in development of a new sales automation

tool set deemed the ‘Robo Agent’ application.

This software is intended to utilize A.I.

to promote more efficient sales and

marketing within certain direct to consumer (D2C) markets, and with highly targeted market research.

It expected early versions of this

software to be available for evaluation in mid FY2025.

are several other projects in evaluation, generally aimed at software that would operate on a cloud computing platform such as that which

the Company has in its Centcore Data Center.

These may include joint venture or acquisition-oriented transactions, as well as internally

developed software.

Board of Directors has authorized the creation of a new Advisory Board whose participants shall include subject matter experts in certain

business areas under consideration by the Company.

These positions are “non-executive” and as such are not governed by Section

16 of the Securities Act.

The compensation for the participants shall be $60,000 per year, paid through the issuance of restricted common

The per share valuation to be used shall be determined by the Board of Directors based on the market of the Company’s common

stock at the time of the appointment.

For all appointments in FY2024 the valuation used was $.80 per share, resulting in the issuance

of 75,000 shares of restricted common stock to each participant.

The members of the advisory board do not have the authority to vote

on matters brought to the board of directors and may only attend a meeting of the board of directors if they are invited.

Also, the members

of the advisory board are not bound by fiduciary duties and are not entitled to indemnification.

We are in the early stage of developing our data

center business, and while we believe there is a very large, and growing market for our offerings, there are also many competitors with

significant experience and client base, of varying size.

We believe our technology and services approach will be able to compete with

other technology and services providers.

We face competition primarily from:

IT departments of our customers and potential customers provide services for their respective organizations but typically need help

scaling large technology environments and maximizing the value from their cloud investments, especially when speed, cost and innovation

are key constraints.

● Traditional

global IT systems integrators, such as Accenture, Atos, Capgemini, Cognizant, Deloitte, DXC Technology and IBM, offer consulting and

outsourcing, in a labor-intensive model, for large enterprise customers.

Many of these businesses largely support legacy technologies

and, where cloud capabilities exist, legacy revenue streams disincentivize these companies from fully embracing cloud technologies.

service providers and digital systems integrators provide either consultation and implementation services for digital workflows

or cloud services for a single cloud vendor.

The solutions offered by these companies are often narrow in scope and are not well-suited

for companies with complex hybrid, multi-cloud objectives.

and national managed services providers use a local go-to-market approach, and provide cloud services such as AWS, Microsoft Azure

and Google Cloud Platform (GCP).

providers, such as Equinix, CyrusOne and QTS, provide secure environments for hardware and access to network connectivity.

that these companies provide limited services differentiation, and their customers do not benefit from the economics of cloud-based technologies.

believe the principal competitive factors in our market include, but are not limited to:

and services expertise

of innovation

of relationships with technology partners

and scalability

● Standardized

operational processes

recognition and reputation

aspire to compare favorably on the basis of the factors listed above.

However, many of our competitors have:

substantially greater financial,

technical and marketing resources;

relationships with large vendor partners;

larger global presence;

larger customer bases;

longer operating

greater brand recognition;

and more established relationships in the industry than we do.

Furthermore, new entrants not currently

considered to be competitors may enter the market through acquisitions, partnerships or strategic relationships.

cannot be assured that we will be able to compete in any of the markets in which we intend to operate.

This could cause you to lose your

Competitive Strengths

We believe the following strengths and market dynamics

provide us with a competitive advantage.

As additional capital is available to the Company, we will pursue the acquisition of existing

healthcare services and technology business, and we may consider opening new clinics using our revised and less capital-intensive approach

going forward:

● Experienced

team - with a proven track record of growing businesses both organically and through acquisition.

company experience – solid knowledge of the equity markets and participants in the financing of public companies.

experience – extensive securities law experience and in SEC reporting.

of audit and accounting requirements – any acquisition into a publicly held company must be able to be fully audited according

to PCOAB standards.

have an Advisory Board which includes participants with significant experience and who are compensated through the issuance of restricted

stock so as to align their interests with those of the shareholders.

Management/Human

of the date of this Annual Report, we have no full-time employees, rather our needs are being met from the efforts of our directors and

a number of individuals under consulting or advisory agreements including accounting, SEC reporting, legal, sales, systems operation

and software development.

We do not now, or expect in the near term, to provide

any benefits to our employees, advisors or consultants.

We have historically provided incentive stock options and other equity incentives

to officers, directors and key employees to provide ownership and alignment of interests with our shareholders, however in January 2024,

the Board of Directors terminated the Mitesco Omnibus Securities and Incentive Plan so currently it has no active stock incentive plans.

During FY2024 the Company compensated members of its Board of Directors and its Advisory Board with restricted stock issuances and expects

to continue that practice going forward based on performance.

believe that the Company’s management team will remain relatively small in the near term and should consist of a team with experience

in 1) public company accounting and finance, 2) software and systems, 3) brand marketing, and 4) public equities financing.

As of December 31, 2024, none of our employees were

represented by a union or covered by a collective bargaining agreement.

We have not experienced any work stoppages, and we consider our

relationship with our employees to be good.

are subject to a wide range of laws, regulations, and legal requirements in the U.S., including those that may apply to our products

and online services offerings, and those that impose requirements related to user privacy, data storage and protection, cybersecurity,

and as the role of regulation evolves, AI.

For information about governmental regulations applicable to our business, refer to Risk Factors

included elsewhere in this filing.

there are changes in laws, regulations, or administrative or judicial interpretations, we may have to change our future business practices,

or our business practices could be challenged as unlawful, which could have a material adverse effect on our business, financial condition,

and results of operations.

See the description below for certain of the laws, regulations, or administrative or judicial interpretations

that we are currently subject to and the “Risk Factors” section.

Debt Restructuring

FY2021 until late FY2022 the Company invested in an operating subsidiary, The Good Clinic, which was developing a series of primary care

healthcare facilities.

In late FY2022, as a result of a lack of adequate revenues and limited funding, it ceased operations.

30, 2024, the Company had over $30 million in senior securities, notes and accounts payable related to that discontinued operation.

order to clear those obligations management began a restructuring which involved negotiations to reduce the overall debt, converting

the obligations of certain accredited institutional investors into a newly created Series A Amortizing Preferred stock (“Series

A Preferred”), and others into restricted common stock using a price per share of $4.00.

of the date of this filing it has converted over $25 million of its obligations, representing over $20 million of its senior securities,

and over $2 million of notes and accounts payable, into 2,712,302 of restricted Common Stock, and 538,879 shares of Series A Preferred

The Series A Preferred stock is held by six (6) accredited institutional investors, while over 40 holders of obligations of the

Company elected to receive common stock using the $4 per share valuation.

Additionally,

effective December 31, 2024, the Company has entered into Obligation Exchange Agreements pursuant to which it has converted $580,132,

including $32,132 of principal and interest, of its 2024 Bridge Notes into Series A Preferred shares, which resulted in the issuance

of 23,206 shares of Series A Preferred shares to three (3) of its institutional investors.

This extinguishes $580,132 of its short-term

As of the date of this filing all FY2024 bridge notes have been extinguished.

part of the restructuring, the Company agreed to register shares of Common Stock issued and to be issued to Series A Preferred Stockholders.

Operations and the 2023 Clinic Related Debt Exchange Agreement

December 8, 2023, effective November 30, 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.

Howe in the amount of approximately $2.5

The Company recognized a contribution to capital on this transaction in the amount of approximately $2.5 million as Mr.

Howe is a related party.

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 or approximately $25,000 (the investment incentive of 65% applied only to the accrued salary portion), 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.

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 .

Government Regulation

Acquisitions of many businesses are subject to federal, state and local review and regulation.

Any legal or regulatory action could be time-consuming and costly.

If we or the manufacturers or distributors that supply our products fail to comply with all applicable laws, standards, and regulations, action by regulatory agencies could result in significant restrictions.

Any regulatory action could have a negative impact on us and materially affect our reputation, business, and operations.

Our operations and economic viability may be adversely affected by the changes in such regulations.

If there are changes in laws, regulations, or administrative or judicial interpretations, we may have to change our future business practices, or our business practices could be challenged as unlawful, which could have a material adverse effect on our business, financial condition, and results of operations.

See the description below for certain of the laws, regulations, or administrative or judicial interpretations that we are currently subject to and the “Risk Factors” section.

Environmental and Occupational Safety and Health Administration Regulations

We have been subject to federal, state, and local regulations governing the storage, use and disposal of waste materials and products with regard to our previous clinic subsidiary operations.

Although we believe that our safety procedures for storing, handling, and disposing of these materials and products comply with the standards prescribed by law and regulation, we cannot eliminate the risk of accidental contamination or injury from those hazardous materials.

In the event of an accident, we could be held liable for any damages that result and any liability could exceed the limits or fall outside the coverage of our insurance coverage, which we may not be able to maintain on acceptable terms, or at all.

We could incur significant costs and attention of our management could be diverted to comply with current or future environmental laws and regulations.

Federal regulations promulgated by the Occupational Safety and Health Administration impose additional requirements on us, including those protecting employees from exposure to elements such as blood-borne pathogens.

We cannot predict the frequency of compliance, monitoring, or enforcement actions to which we may be subject as those regulations are being implemented, which could adversely affect our operations.

Recent Developments

We are a holding company with current operating plans to acquire one or more existing businesses that may have the ability to scale i operations organically, or through additional acquisitions and capital from the public equity markets.

While from late 2012 through late 2022 we did operate a subsidiary focused on primary care focused healthcare clinics, we made a strategic decision to close those clinic due to a lack of profitability.

The clinics closed and leases cancelled include the clinics in:

1) Eagan, MN, 2) St.

Paul MN, 3) St.

Louis Park, MN, 4) Maple Grove, MN, 5) NE Minneapolis, 6) Wayzata, MN (under construction), and 7) two clinics in Denver, CO (under construction).

We have settlements in place, or in process with the leaseholders and construction entities which participated in the clinic operation.

We expect continued efforts to negotiate the settlement of any remaining liabilities during the first half of 2024.

There were investments of over $15 million generated from the sale of certain securities, and debt instruments starting in 2021 and continuing through 2023.

As we move forward, we expect to integrate those securities into common stock, or certain forms of preferred shares where we may find a path of liquidity in the public equity markets for their ultimate repayment.

We currently operate with a three (3) person Board of Directors and a small number of advisors and consultants.

Two (2) of our Board members have assumed operating roles in order to minimize operating expenses.

They are not compensated for their operating roles and received only a small stock issuance in consideration of their role as a member of the Board.

There is no source of cash revenue currently, instead we have relied on small debt offerings from existing institutional shareholders.

We expect to continue our efforts to reduce our costs of carry from prior issuances of securities by renegotiating their terms.

Our ability to attract acquisitions, and the capital necessary to grow those acquisitions, we depend on a liquid market for our common stock, continued compliance with all securities laws, and the availability for capital within the current investor base, and with new participants.

Reverse Stock Split

On December 12, 2022, the Company effected one-for-fifty reverse-split of its common stock.

The number of shares of common stock outstanding immediately before the reverse-split was 231,427,580;

the number of shares of common stock immediately following the reverse-split was 4,631,437, a decrease of 226,796,143 shares.

This reverse stock split was effected as of December 12, 2022.

Authorization to be available until December 18, 2025.

The SEC filing can be found at the following link:

https://www.sec.gov/Archives/edgar/data/802257/000118518523000003/mitesco20230104_def14c.htm

On February 20, 2024 the Board of Directors of Mitesco unanimously voted to terminate this previously approved authorization.

Legal Settlements on Sites Previously Operated by The Good Clinic, LLC Subsidiary

Nordhaus Clinic

On November 1, 2020, we entered into an agreement to open a clinic in Minneapolis, Minnesota.

The initial lease term is eight years.

Fixed rent payments under the initial term are approximately $511,000.

On November 6, 2023, the Company received a termination notice from the landlord indicating the lease had been terminated.

No additional claims have been received from the landlord and the Company believes no additional amounts are owed.

Egan Clinic a.k.a.

On October 14, 2021, we entered into an agreement to open a clinic in Eagan, Minnesota, which began operations in the fourth quarter of 2021.

The initial lease term is for 96 months.

Fixed rent payments under the initial term are approximately $767,000.

A Summary Judgment was granted on December 4, 2023, in the amount of $488,491, and the entry of final judgment was entered on December 15, 2023 and the Company has released the property back to the leaseholder.

Paul Clinic a.k.a.

On August 31, 2021, we entered into an agreement to open a clinic in St.

Paul, Minnesota, which began operations in the fourth quarter of 2021.

The initial lease term is for 114 months.

Fixed rent payments under the initial term are approximately $1,153,000.

A stipulation for Judgment was filed on December 21, 2023 in the amount of $415,266.

The stipulated judgment includes $178,542 in unpaid back rent, $172,124 in resolution of mechanics’ liens, and $64,600 in attorneys’ fees.

Final entry of judgment by the Court was entered against the Company on January 19, 2024, and the Company has released the property back to the leaseholder.

Louis Park Clinic a.k.a.

Excelsior & Grand

On May 24, 2021, we entered into an agreement to open a clinic in St.

Louis Park, Minnesota, which began operations in the third quarter of 2021.

The initial lease term is seven years.

Fixed rent payments under the initial term are approximately $673,000.

The Company agreed to and executed a Confession of Judgment in the amount of $425,351 on April 2, 2024 and has released the property back to the leaseholder.

We received the fully executed and recorded judgement on April 10, 2024.

Eden Prairie Clinic a.k.a.

On June 8, 2021, we entered into an agreement to open a clinic in Eden Prairie, Minnesota, which began operation in the third quarter of 2021.

The initial lease term is eight years.

Fixed rent payments under the initial term are approximately $620,000.

The Company has surrendered possession of the property and is currently in negotiations the amounts owed and is in the process of settling the remaining amounts owed.

Maple Grove Clinic a.k.a.

On October 8, 2021, we entered into an agreement to open a clinic in Maple Grove, Minnesota which began operation in the fourth quarter of 2021.

The initial lease term is for 108 months.

Fixed rent payments under the initial term are approximately $1,153,127.

On October 22, 2022, the Company entered into a settlement agreement with the leaseholder for $219,576 and the Company has released the property back to the leaseholder.

Radiant Clinic a.k.a.

On September 9, 2021, we entered into an agreement to open a clinic in Denver, Colorado, which was expected to begin operation in the first quarter of 2023 but possession of which has been relinquished to the landlords.

The initial lease term is for 90 months.

Fixed rent payments under the initial term are approximately $782,000.

As of April 10, 2024, the Company has settled the amounts owed to the leaseholder and full resolution of all liens for approximately $530,000 and the Company has released the property back to the leaseholder.

Quincy Clinic a.k.a.

On September 28, 2021, we entered into an agreement to open a clinic in Denver, Colorado, which was expected to begin operation in the first quarter of 2023 but possession of which has been relinquished to the landlords.

The initial lease term is for 94 months.

Fixed rent payments under the initial term are approximately $1,079,000.

A Final Judgment was granted on November 14, 2023, in the amount of $348,764 including interest, fees and other costs.

The Company has released the property back to the leaseholder.

The following table summarizes the status of our property settlements as noted above and the total settlement amounts as of the date of the filing:

ALSO KNOWN AS:

PROPERTY NAME/OWNER

ORIGINAL OBLIGATION

SETTLEMENT AMOUNT

TYPE OF SETTLEMENT

MINNEAPOLIS, MN

CASH PAYMENT OBLIGATION

DEFAULT JUDGEMENT

LOUIS PARK, MN

EXCELSIOR & GRAND

DEFAULT JUDGEMENT

CONTINENTAL 560

DEFAULT JUDGEMENT

MAPLE GROVE, MN

SETTLEMENT AGREE

DEFAULT JUDGEMENT

Administrative offices

On June 24, 2021, we entered into an agreement to open an administrative office in St.

Louis Park, Minnesota.

The initial lease term is 2.5 years.

Fixed rent payments under the initial term are approximately $244,000.

We have not entered into a settlement agreement on this site as of the date of this filing but expect to shortly.

Gardner Debt for Equity Agreement and other obligations

The Company entered into a debt-for-equity exchange agreement with Gardner Builders Holdings, LLC (the “Creditor”) on January 7, 2022 (the “Agreement”).

Pursuant to the Agreement, the Company issued shares of restricted common stock, par value $0.01 per share, of MITI (the “Restricted Shares”) to the Creditor in exchange for the Company Debt Obligations, as defined below.

The Agreement settled certain accounts payable amounts owed by the Company to the Creditor (the “Accounts Payable Amount”) as well as then upcoming amounts that would become due between the date of the Agreement and April 1, 2022.

The Agreement also settled incurred interest and penalties on the amounts due through January 5, 2022, as well as future interest payments on amounts to be incurred in the first quarter of 2022 (collectively, the “Additional Costs”, and combined with the Accounts Payable Amount, the “Company Debt Obligations”).

The Accounts Payable Amount was $500,000, the Additional Costs were $294,912 and the conversion price was $12.50.

As a result, 63,593 Restricted Shares were authorized to be issued.

The Company’s Board of Directors approved the Agreement on January 5, 2022.

Much of the amounts claimed by Gardner has been resolved by the settlements with the various leaseholders where Gardner had filed liens.

During 2021 and through 2022 a total of $2,305,155 was paid by the Company directly to Gardner for their services.

As of the date of this filing the Company is continuing an effort to negotiate a settlement of any remaining obligations to this vendor.

Smaller Reporting Company

We are subject to the reporting requirements of Section 13 of the Exchange Act, and subject to the disclosure requirements of Regulation S-K of the SEC, as a “smaller reporting company.” That designation will relieve us of some of the informational requirements of Regulation S-K.

Sarbanes/Oxley Act

Except for the limitations excluded by the JOBS Act discussed under the preceding heading “Smaller Reporting Company,” we are also subject to the Sarbanes-Oxley Act of 2002.

The Sarbanes/Oxley Act created a strong and independent accounting oversight board to oversee the conduct of auditors of public companies and strengthens auditor independence.

It also requires steps to enhance the direct responsibility of senior members of management for financial reporting and for the quality of financial disclosures made by public companies;

establishes clear statutory rules to limit, and to expose to public view, possible conflicts of interest affecting securities analysts;

creates guidelines for audit committee members’ appointment, compensation and oversight of the work of public companies’ auditors;

is a related party.

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) approximately $25,000 (investment incentive of 65% applied only to the accrued

salary portion of $38,000), 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 approximately $25,000, there was no gain or loss recorded on this transaction.

Reporting Company

are subject to the reporting requirements of Section 13 of the Exchange Act, and subject to the disclosure requirements of Regulation

S-K of the SEC, as a “smaller reporting company.” That designation will relieve us of some of the informational requirements

of Regulation S-K.

Sarbanes-Oxley

for the limitations excluded by the JOBS Act discussed under the preceding heading “Smaller Reporting Company,” we are also

subject to the Sarbanes-Oxley Act of 2002.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure

controls and procedures, and internal control, over financial reporting.

The Sarbanes-Oxley Act created a strong and independent accounting

oversight board to oversee the conduct of auditors of public companies and strengthen auditor independence.

It also requires steps to

enhance the direct responsibility of senior members of management for financial reporting and for the quality of financial disclosures

made by public companies;

establishes clear statutory rules to limit, and to expose to public view, possible conflicts of interest affecting

securities analysts;

creates guidelines for audit committee members’ appointment, compensation and oversight of the work of public

companies’ auditors;

management assessment of our internal controls;

prohibits certain insiders from trading during pension fund blackout periods;

prohibits certain insiders from trading during pension fund

blackout periods;

requires companies and auditors to evaluate internal controls and procedures;

and establishes a federal crime of securities fraud, among other provisions.

Compliance with the requirements of the Sarbanes/Oxley Act will substantially increase our legal and accounting costs.

Exchange Act Reporting Requirements

Section 14(a) of the Exchange Act requires all companies with securities registered pursuant to Section 12(g) of the Exchange Act, like we are, to comply with the rules and regulations of the SEC regarding proxy solicitations, as outlined in Regulation 14A.

Matters submitted to shareholders at a special or annual meeting thereof or pursuant to a written consent will require us to provide our shareholders with the information outlined in Schedules 14A (where proxies are solicited) or 14C (where consents in writing to the action have already been received or anticipated to be received) of Regulation 14, as applicable;

and preliminary copies of this information must be submitted to the SEC at least 10 days prior to the date that definitive copies of this information are forwarded to our shareholders.

We are also required to file annual reports on Form 10-K and quarterly reports on Form 10-Q with the SEC on a regular basis, and will be required to timely disclose certain material events (e.g., changes in corporate control;

acquisitions or dispositions of a significant amount of assets other than in the ordinary course of business;

and establishes a federal crime of securities

fraud, among other provisions.

In addition, we will be required to comply with the requirements of the

404 of the Sarbanes-Oxley Act when we cease to be an emerging growth company.

We expect to incur significant expenses and devote substantial

management effort toward ensuring compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act.

Act Reporting Requirements

14(a) of the Exchange Act requires all companies with securities registered pursuant to Section 12(g) of the Exchange Act, like we are,

to comply with the rules and regulations of the SEC regarding proxy solicitations, as outlined in Regulation 14A.

Matters submitted to

shareholders at a special or annual meeting thereof or pursuant to a written consent will require us to provide our shareholders with

the information outlined in Schedules 14A (where proxies are solicited) or 14C (where consents in writing to the action have already

been received or anticipated to be received) of Regulation 14, as applicable;

and preliminary copies of this information must be submitted

to the SEC at least 10 days prior to the date that definitive copies of this information are forwarded to our shareholders.

are also required to file annual reports on Form 10-K and quarterly reports on Form 10-Q with the SEC on a regular basis, and will be

required to timely disclose certain material events (e.g., changes in corporate control;

acquisitions or dispositions of a significant

amount of assets other than in the ordinary course of business;

and bankruptcy) in a Current Report on Form 8-K.

Number of Total Employees and Number of Full Time Employees

As of the date of this Annual Report, we have 3 full-time employees and no part-time employees.

We do not now, or expect in the near term, to provide any benefits to our employees, advisors or consultants.

We have historically provided incentive stock options and other equity incentives to officers, directors and key employees to provide ownership and alignment of interests with our shareholders.

As a company, we seek diversity and inclusion in our workplace.

Other Corporate Information

Our website is www.mitescoinc.com and our principal executive offices is located at 505 Beachland Blvd, Vero Beach, Florida 32963.

Our telephone number is (844) 383 8689.

We make available free of charge on our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports, as soon as reasonably practicable after we electronically file or furnish such materials to the SEC.

Our website (www.mitescoinc.com) and the information contained therein or connected thereto are not intended to be incorporated into this Form 10-K.

Corporate Information

website is www.mitescoinc.com and our principal executive offices is located at 505 Beachland Blvd, Vero Beach, Florida 32963.

Our telephone

number is (844) 383 8689.

We make available free of charge on our website our Annual Reports on Form 10-K, Quarterly Reports on Form

10-Q, Current Reports on Form 8-K and amendments to those reports, as soon as reasonably practicable after we electronically file or

furnish such materials to the SEC.

Our website (www.mitescoinc.com) and the information contained therein or connected thereto are not

intended to be incorporated into this Form 10-K.

Our filings are also available through the SEC website www.sec.gov.

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 1. Business