What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-03-31 compared with 2024-04-16 · 325 added, 434 removed, 184 unchanged (80% of the section changed)

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:

adding additional and more qualified staff;

asking for specific direction from the company’s accountants and auditors;

reviewing structure and procedures implemented by similarly situated publicly held companies;

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.

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.

of Disclosure Controls and Procedures

maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Securities Exchange.

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 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:

additional and more qualified staff;

structure and procedures implemented by similarly situated publicly held companies;

in process prior to any further acquisition or financing activity.

Annual Report on Internal Control over Financial Reporting

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).

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.

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.

Company’s management notes that the Company’s internal control over financial reporting was not effective as of December

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.

material weaknesses identified during our annual audit for 2024 were (i) lack of segregation of duties, and (ii) lack of sufficient resources

with appropriate accounting experience ), especially with regards to equity-based transactions and tax accounting expertise.

Because of these material weaknesses, management

concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2024.

Report does not include an attestation report of our registered public accounting firm regarding our internal controls over financial

The disclosure contained under this Item 9A was not subject to attestation by our registered public accounting firm pursuant

to the temporary rules of the SEC that permit us to provide only with the disclosure under this Item 9A in this annual report.

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

Company’s management has identified what it believes are material weaknesses in the Company’s disclosure controls and procedures.

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.

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.

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.

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, but may not prevent unauthorized access to our systems.

in Internal Control Over Financial Reporting

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, 2024 that has materially affected, or is likely to materially affect, our

internal control over financial reporting.

OTHER INFORMATION

1 unchanged sentence

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

Age at 12/31/23

BOARD OF DIRECTORS AND MANAGEMENT

following table and biographical summaries set forth information, including principal occupation and business experience about our directors

and executive officers as December 31, 2024:

Date Appointed

1 unchanged sentence

Current Board

Chairman of the Board, Director

Chief Executive Officer, Chief Financial Officer, Chairman of the Board, Director

John Mitchell

2 unchanged sentences

Independent Director

Previous Board

Lawrence Diamond

Thomas Brodmerkel (a)

Faraz Naqvi (b)

Juan Carlos Iturregui Esq

Shelia Schweitzer (c)

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

Age at 12/31/23

Date Appointed

Date Resigned or Compensation Ceased by Agreement

Current Management

John Mitchell

Previous Management - Mitesco, Inc.

Lawrence Diamond

Thomas Brodmerkel (a)

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

Shelia Schweitzer (c)

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

Ingrid Jenny Lindstrom

Chief Legal Officer

Jessica Finnegan

VP Human Resources

For "The Good Clinic, LLC" subsidiary

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

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

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

Current Board and Management

Board and Management

Mack Leath , age 68, 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.

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.

include financial management and capital markets.

He has previously served on the Board of the Company from September 2016 until May

2017 where he assisted in restructuring and evaluating various business situations.

Leath has held several positions with several software companies.

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

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

He is the founder and Vice President of Business Development for Araicom

Life Sciences, a literature search software start-up, Medsoftccs, LLC a software solution focused on assisting HR functions with nursing

compliance issues and represents WVI Enterprise Companion, a software operating environment for the petro-chemical industries.

His involvement

with each organization has varied with his primary focus being development and implementation of the business plans, raising investment

capital (angel), marketing and sales.

Most recently, Mr.

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

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

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

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

Leath is a partner in CLRM which assesses GHG’s to trade in environmental carbon

credit market and assists in improving fuel economies and emissions for long haul trucks.

Leath has been the past president and has continued to serve on the Board of Searstone (www.searstone.com), a $150 million Continuing

Care Retirement Community in Cary, NC since its inception in 2005, construction and occupancy.

As president, he presented and argued

the business case before the North Carolina MedCare Commission for the $112 million bond financing in 2010.

In conjunction with this

role, he has served as president of Quality Care Foundation, a 501c(3) corporation since 2002 which is the bond holder for other assisted

care living facilities and CCRCs.

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

3 unchanged sentences

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.

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).

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.

previously served as a member of the Board of Directors for Mitesco from September 2016 until September 2018 where he assisted in restructuring

and evaluating various business acquisitions.

Balencic’s education includes the following degrees:

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

Biology with Emphasis in Pre-Medicine, Cum Lade.

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

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:

Emphasis in Pre-Medicine, Cum Lade.

John Mitchell , age 56, 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.

2 unchanged sentences

Marine Corps, most recently as Sergeant E-5.

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

Mitchell provided bridge financing to the Company in September

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

Previous Board and Management

Lawrence Diamond

Diamond resigned effective December 29, 2023.

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

Diamond also served as our Interim Chief Financial Officer from November 2019 until March 17, 2021.

Thomas Brodmerkel

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.

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

Naqvi resigned effective April 14, 2023.

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

Juan Carlos Iturregui, Esq.

Iturregui resigned effective November 5, 2023.

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

Sheila Schweitzer

Schweitzer resigned effective December 15, 2023.

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

Schweitzer was appointed Chief Operating Officer as of June 6, 2023, and assumed the position as Chairperson of the Board of Directors as of June 6, 2023.

On July 17, 2023, Mr.

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

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

Jenny Lindstrom

Lindstrom 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;

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.

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.

of our Board of Directors

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.

the Company’s shares are not listed on the NASDAQ Capital Market, the Company has chosen to implement NASDAQ’s independence

standards to determine the independence of our board of directors.

Accordingly, Dr.

Jordan Balencic is currently the only independent

board member in accordance with NASDAQ independence standards.

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.

Board of Directors Leadership Structure

Board of Directors Committees

The Company has appointed Dr.

Mitchell, are not independent

directors as a result of being an executive officer to the Company.

Board of Directors 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 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.

members of the Advisory Board are executives whose careers have focused on infrastructure related technology, cybersecurity, data center

business development and data center systems software, and digital marketing as noted here:

Plybon is a cybersecurity professional with a strong background in data privacy with CIPP/US and CIPP/E certifications.

licensed attorney with a deep understanding of state, federal, and global data protection laws and regulations.

Wade is a professional specializing in cybersecurity and enterprise IT operations for a number of well-known Fortune 1,000, Department

of Defense (DoD), and Federal Civilian (FedCiv) agencies specializing in design and implementation of cybersecurity programs for

public safety, national defense, and intelligence communication systems;

Simon, the owner of Synthos, LLC, a Seattle-based provider of development and support services specializing in GIS.

Synthos’ services

include data procurement and analysis, and spatial and statistical analysis using industry leading applications such as ESRI’s

Arc-Info and Trimble Navigation.

McLoughlin has spent his career in software and systems development and is an owner of Accucom Consulting, Inc., which specializes

in network infrastructure, and Sentry RMS, which provides software to the public safety sector including various state and municipal

law enforcement and fire agencies.

Crawford has over 20 years of experience in data center development from location selection through power distribution engineering

and financial structuring including co-location, data center design, key account recruitment and multi-site data distribution.

Clifton is a seasoned Software Field Sales Director with over 20 years of experience in driving business growth through innovative

go-to-market sales strategies focused on systems software, modern infrastructure, and data analytics and innovative implementation

to improve productivity across corporations and workforces worldwide.

Marty Valania is a senior executive whose career has focused on the use of digital marketing in support of the newspaper industry,

for both businesses (B2B), and direct to consumer selling.

He is focused on assisting the Company establish a digital marketing operation

in support of both their internal needs, and as a service to third parties.

of Directors Committees

Company currently has audit and compensation committees of the board of directors.

The Company may elect to may create additional Board

committees when it applies to an up-listing to a senior exchange.

Company has appointed Dr.

Balencic as the sole member of the audit committee.

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

Leath and Mr.

Mitchell currently serve as the compensation committee.

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

Audit Committee

Our audit committee is comprised of 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.

Balencic is independent under the Nasdaq Listing Rules

independence standards.

Our audit committee is comprised of one independent board member.

The 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;

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.

to ensure the independence and performance of the independent registered public accounting firm;

audit and non-audit services and fees;

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;

the audit committee report that the SEC requires to be included in our annual proxy statement;

reports and communications from the independent registered public accounting firm;

the adequacy and effectiveness of our internal controls and procedure;

our policies on risk assessment and risk management;

related party transactions;

● 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.

audit committee operates under a written charter, which satisfies the applicable rules of the SEC.

Leath and Mr.

Mitchell currently serve as members of the compensation committee.

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;

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.

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.

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

our overall compensation policies, plans and benefit programs;

and recommends to our board of directors for approval compensation for our executive officers and directors;

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;

our equity compensation plans.

compensation committee operates under a written charter, which satisfies the applicable rules of the SEC.

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:

with applicable laws and regulations

of books and records

disclosure reporting

Discrimination

and harassment

and fair dealings

of Company asset

of Executive Compensation

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, 2024 and 2023.

Compensation Table

Chief Executive Officer and Chief Financial Officer

3 unchanged sentences

Former Chief Financial Officer

Jenny Lindstrom

Former Chief Legal Officer

Shelia Schweitzer

Former Chief Operating Officer

Jessica Finnegan

VP Human Resources

For "The Good Clinic, LLC" subsidiary

Former Chief Executive Officer

Former President

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

Consists of reimbursement for health insurance and cell phone costs.

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

Consists of severance pay in the amount of $19,230 and reimbursement for health insurance and cell phone costs in the Amount of $8,130.

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.

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

These shares have now

been fully extinguished as a part of the FY2024 Restructuring.

Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans

do not offer pension benefits, non-qualified contribution, or other deferred compensation plans to our executive officers.

Equity Awards at December 31, 2024

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

As a result there are no outstanding

options at this time.

following table sets forth, for the year ended December 31, 2024, 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, as well as an issuance in consideration of their contributions outside of their role as a director.

Compensation for FY2024

X PREFERRED SHARES

COMMON STOCK PERFORMANCE AWARDS

OF PERFORMANCE REWARD

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

They elected to receive no compensation for 2023.

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, c) potential performance awards using restricted

common stock based on the performance of the Company in its restructuring and operations.

Series X Preferred shares have a face value of $25 per share and pay dividends 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.

2024, in conjunction with their appointments, 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.

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

The details can be found here:

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

Name and Principal

Unexercisable

Lawrence Diamond, Former CEO

July 21, 2021

July 21, 2031

Thomas Brodmerkel, Former CFO

February 27, 2020

February 27, 2030

December 28, 2020

Jenny Lindstrom, Former Chief Legal Officer

April 12, 2021

March 17, 2031

July 21, 2021

July 21, 2031

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

June 17, 2031

July 21, 2021

July 21, 2031

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.

Name and Principal

Thomas Brodmerkel (b)

Faraz Naqvi (c)

Juan Carlos Iturregui (e)

Sheila Schweitzer (d)

Mack Leath (f)

Jordan Balencic (f)

John Mitch (f)

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

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

Effective April 14, 2023, Dr.

Faraz Naqvi resigned as a director of the Company.

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

Sheila Schweitzer resigned as a director on December 15, 2023

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

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

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

The table below shows the aggregate number of option awards outstanding at fiscal year-end for each of our current and former non-employee directors.

Outstanding Options

Name and Principal

December 31, 2023

Thomas Brodmerkel

Juan Carlos Iturregui

Sheila Schweitzer

July 2024 each of the Directors were issued 100,000 shares of restricted common stock in consideration of their contributions over and

above their role as a member of the Board of Directors.

The shares were valued at $.25 per share, and the Company recorded stock compensation

of $5,000 for each issuance, $75,000 in aggregate, related to the issuance.

November 2024 each of the Directors were issued 150,000 shares of restricted common stock in consideration of their contributions over

and above their role as a member of the Board of Directors.

The shares were valued at $.34 per share, $51,000 for each director, or $153,000

in total, per share, and the Company recorded stock compensation of $51,000 for each issuance, $153,000 in aggregate, related to the

FY2024 the Directors also received 8,661 shares of restricted common stock in payment of dividends for the Series X Preferred shares,

valued at $2,165 each.

Mitchell was compensated with $28,000 in cash consideration for his time providing administrative support.

brings the total compensation for each Director for FY2024 to $137,165, consisting of a) an annual stipend of $60,000 paid in the form

of the issuance of 2,400 shares of Series X Preferred shares, and b) 250,000 shares of restricted common stock issued for services and

performance outside of their Board responsibilities in two (2) separate issuances, one for the first half of FY2024 of 100,000 shares,

and a second for the last half of FY2024 of 150,000 shares.

OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information

as of March 22, 2025, regarding the beneficial ownership of our Common 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 March 22, 2025, we had 9,774,332 shares of Common Stock issued and outstanding, and 19,703 shares of Series X

Preferred Stock issued and outstanding, having an aggregate of 17,543,458 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

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%.

shares outstanding at March 22, 2025

X shares outstanding at March 22, 2025

from Preferred X super voting rights:

voting shares including common and super votes from Preferred X

and Nature of Beneficial Ownership of Common Stock

of Common Stock Beneficially Owned

of Shares of Series X Preferred Stock

of Series X Preferred Stock

of votes at 400 per share

common shares held at March 22, 2025

of the Total Votes

JORDAN BALENCIC

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%.

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

John Mitchell, Director

Jordan Balencic, Director

Ronald Riewold (Former Director)(1)

Tom Brodmerkel ( Former Director)(2)

Larry Diamond (Former Director, Officer)(3)

Juan Carlos Iturregui (Former Director)(4)

Jenny Lindstrom (Former officer) (6)

Faraz Naqvi (Former Director) (7)

Sheila Schweitzer (Former Director) (8)

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

JOHN MITCHELL

Executive Officers and Directors as a group (3 Persons)

or more shareholders

Anglo Irish Management LLC (9)

Frank Lightmas

Cavalry Fund I, LLP(10)

Mercer Street Global Opportunity Fund (11)

Anson Investment (12)

AJB Capital Investments

Dragon Dynamic Funds Platform Ltd

*denotes less than 0.1%

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

Resigned as a director effective December 15, 2023.

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

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

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

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

Consists of 22,242 shares of common stock, options to purchase 3,700 shares of common stock, and warrants to purchase 242 shares of common stock.

Resigned as a director effective December 15, 2023.

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

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

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

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

Resigned as a director effective December 15, 2023.

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

Resigned as a director effective December 15, 2023.

Based solely on a Schedule 13D filed by Anglo Irish Management LLC (“Anglo”), Anglo received 60,467 shares of common stock as interest earned on shares of the Series X Preferred Stock and owns 12,503 shares of Series X Preferred.

Daniel Hollis is the Manager of Anglo-Irish Management LLC, and its business address is 9057A Selborne Lane, Chatt Hills, GA 30268.

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

Amount of common stock includes 42,000 shares of common stock issuable upon exercise of the Series A Warrants issued in connection with the Series C Preferred Stock, 42,000 shares of common stock issuable upon exercise of Series B Warrants issued in connection with the Series C Preferred Stock, 31,500 shares of common stock issuable upon exercise of the Series A Warrants issued in connection with the Series D Preferred Stock, 31,500 shares of common stock issuable upon exercise of the Series B Warrants issued in connection with the Series D Preferred Stock, and 557 shares of common stock issuable upon exercise of warrants issued in connection with the Series F Preferred Stock, without giving effect to the blocker described in the next sentence.

The beneficial ownership limitation is initially set at 4.99% but may be increased to 9.99% upon 61 days’ notice to the Company.

Walsh is the manager of Cavalry Fund I LP and its principal business address is 82 E, Allendale Rd., Suite 5B, Saddle River, NJ 07458.

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

Amount of common stock includes 6,150 shares of common stock, 42,000 shares of common stock issuable upon exercise of the Series A Warrants issued in connection with the Series C Preferred Stock, 42,000 shares of common stock issuable upon exercise of Series B Warrants issued in connection with the Series C Preferred Stock, 31,500 shares of common stock issuable upon exercise of the Series A Warrants issued in connection with the Series D Preferred Stock, 31,500 shares of common stock issuable upon exercise of the Series B Warrants issued in connection with the Series D Preferred Stock, and 144 shares of common stock issuable upon exercise of warrants issued in connection with the Series F Preferred Stock, without giving effect to the blocker described in the next sentence.

The beneficial ownership limitation is initially set at 4.99% but may be increased to 9.99% upon 61 days’ notice to the Company.

Jonathan Juchno is the Chair of the Investment Committee of Mercer Street Global Opportunity Fund, LLC, and its principal business address is 107 Grand Street, 7th Floor, New York, New York 10013.

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

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

Equity compensation plans approved by security holders

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.

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.

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.

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.

Audit-related fees

All other fees

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.

MANAGEMENT LLC (2)

INVESTMENTS, ET AL

100,000 shares issued to a family member for acquisition of a software business

solely on representation by Anglo Irish Management LLC (“Anglo”).

During FY2024

Anglo received 45,122 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,

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following financial statements are included in this Annual Report on Form 10-K for the fiscal years ended December 31, 2024, and 2023:

Report of Current Independent Registered Public Accounting Firm

Report of Prior Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2024, and 2023

5 unchanged sentences

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.

otherwise indicated, each of the following exhibits have been previously filed with the Securities and Exchange Commission by the Company

under File No.

Incorporated by

42 unchanged sentences

Form of Indemnification Agreement between Trunity Holdings, Inc., and its Directors.

Indemnification Agreement dated May 30, 2013 between Trunity Holdings, Inc., and Dana M.

The Indemnification Agreement dated May 30, 2013, between Trunity Holdings, Inc., and Dana M.

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.

2 unchanged sentences

Investors Rights Agreement dated June 5, 2013, between Trunity Holdings, Inc., and Pan African Investment Company.

Non-Qualified Stock Option Agreement dated as of December 23, 2013 by and between Arol Buntzman and Trunity Holdings, Inc.

Non-Qualified Stock Option Agreement dated as of December 23, 2013, between Arol Buntzman and Trunity Holdings, Inc.

Securities Purchase Agreement dated as of November 5, 2014, by and between Trunity Holdings, Inc.

4 unchanged sentences

Asset Purchase Agreement, dated September 30, 2016, by and among True Nature Holding, Inc., P3 Compounding Of Georgia, LLC, and ICP Holdings, LLC

Consulting Agreement, dated June 8, 2017, by and between True Nature Holding, Inc.

Consulting Agreement, dated June 8, 2017, between True Nature Holding, Inc.

and Resources Unlimited NW LLC.

15 unchanged sentences

on November 9, 2018, to Power Up Lending Group Ltd.

Securities Purchase Agreement, dated November 9, 2018, by and between True Nature Holding, Inc.

Securities Purchase Agreement, dated November 9, 2018, between True Nature Holding, Inc.

and Power Up Lending Group Ltd.

3 unchanged sentences

on November 26, 2018, to Auctus Fund, LLC.

Securities Purchase Agreement, dated December 19, 2018, by and between True Nature Holding, Inc.

Securities Purchase Agreement, dated December 19, 2018, between True Nature Holding, Inc.

and Crown Bridge Partners, LLC.

6 unchanged sentences

Senior Executive Employment Agreement effective as of November 4, 2019, between True Nature Holding Inc.

Form of Board of Directors Advisory Agreement, dated as of December 26, 2019, by and between True Nature Holding Inc.

and its Board Members

Board of Directors Advisory Agreement, dated as of December 26, 2019, between True Nature Holding Inc.

and its Board

Asset Purchase Agreement, dated as of March 2, 2020, by and among My Care, LLC and True Nature Holding, Inc.

1 unchanged sentence

on April 8, 2020, to Eagle Equities, LLC.

Securities Purchase Agreement, dated April 8, 2020, by and between True Nature Holding, Inc.

Securities Purchase Agreement, dated April 8, 2020, between True Nature Holding, Inc.

and Eagle Equities, LLC.

39 unchanged sentences

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.

contract or compensatory plan or arrangement required to be identified pursuant to Item 15(a)(3) of this report.

FORM 10-K SUMMARY

Not applicable.

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.

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, 2024, to be signed on its behalf by the undersigned, thereunto duly

MITESCO, INC.

April 16, 2024

/s/ Mack Leath

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

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed by the following persons on behalf of the Registrant, Mitesco, Inc., and in the capacities and on the dates indicated.

Signature and Title

/s/ Mack Leath

April 16, 2024

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

(Principal Executive Officer)

/s/ John Mitchell

April 16, 2024

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

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.

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

Executive Officer)

John Mitchell

Secretary and Director

Jordan Balencic

April 16, 2024

Jordan Balencic

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

What changed 10-K

Item 9A. Controls and Procedures