What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-04-15 compared with 2025-03-31 · 300 added, 233 removed, 14 unchanged (97% of the section changed)

(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.

This summary highlights selected information

contained elsewhere in this filing and is qualified in its entirety by the more detailed information and financial statements included

elsewhere in this report.

It does not contain all the information that may be important to you and your investment decision.

carefully read this entire filing, including the matters set forth under the sections titled “ Risk Factors ” and

“ Management ’ s Discussion and Analysis of Financial Condition and Results of Operations ” and our

financial statements and related notes.

In this prospectus, unless context requires otherwise, references to “ we, ”

“ us, ” “ our, ” or “ the Company ” refer to Mitesco, Inc.

and its subsidiaries.

Corporate Organizational Chart

Company Overview

Mitesco, Inc.

(the “Company,” “we,”

“us,” or “our”) was formed in the state of Delaware on January 18, 2012.

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.

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

2023, the Company changed its domicile from Delaware to Nevada in order to effect reduced costs.

From 2020 through 2022, our operations were focused

on establishing general practice 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.

In the 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, promissory notes 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” herein.

Current Business Operations

We are a holding company seeking to provide products,

services and technology.

In 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.

Centcore has two (2) areas of focus.

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.

We currently offer services through a “co-location” agreement with a

data center based in Melbourne, Florida, which has relationships with eight (8) other data centers worldwide.

Using this approach, we

have an ability to rapidly expand the size of our computing resources quickly, at minimal expense.

Over time we expect to create similar

situations with other data centers worldwide based on our clients’ specific needs.

We are also evaluating the development of a network

of smaller format (5,000 to 10,000 square foot) data centers inside of existing facilities.

We believe that this approach may allow us

to expand capacity with minimal capital expenditure.

The existing facilities we are targeting generally have sufficient power, often with

a substation nearby.

These types of buildings usually have backup generators, HVAC, water and security in a form that would support a

data center environment.

We have retained experienced 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.

The Vero Technology Ventures (VTV) subsidiary

is actively reviewing potential early-stage cloud computing solution vendors and is developing its own artificial intelligence (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.

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 using cloud computing based software.

This initial effort dubbed “Robo Agent”, is expected to be available for initial users in Q3 of FY2026.

Later versions may

include similar functionality focused on other markets, generally in a “business to consumer” (B2C) selling situation.

In August 2025 we retained a highly qualified

executive to begin development of our Robo Agent product set on a consulting basis at a rate of $10,000 per month.

We have also recruited

three (3) additional contract programmers to accelerate the overall process.

In September 2025 we received a contract for development

of a new application intended to effect the listing and sale of properties and products specifically related to sports, and the pickleball

arena initially.

We expect this project to be executed using both internal and external resources and to be completed in late FY2026.

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.

FY2024 Debt Restructuring

From 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.

As of June 30, 2024, the Company had over $30 million

in senior securities, notes and accounts payable related to that discontinued operation.

In 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.

As of the date of this filing it has converted

approximately $26 million of its obligations, representing approximately $21.7 million of its senior securities, and approximately $4.3

million of notes and accounts payable, into 2,628,179 shares of restricted Common Stock, and 562,998 Series A Preferred stock (before

giving effect to redemptions made in Q1, Q2 and Q3 FY2025).

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 share, 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 debt.

As of the date of this filing all

FY2024 bridge notes have been extinguished.

The FY2024 Debt Restructuring continued through

the following actions during FY2025:

The Q1 FY2025 redemptions of Series A Preferred stock resulted in the issuance of 1,366,394 shares of common stock, and the redemption of 20,098 shares of Series A Preferred stock;

During Q1 FY2025 a total of 4,000 new shares of Series A Preferred stock were issued for consideration of $100,000;

The Q2 redemptions of Series A Preferred stock resulted in the issuance of 402,450 shares of common stock issued, and the redemption of 4,052 shares of Series A Preferred stock;

No new shares of Series A Preferred shares were issued during Q2 FY2025;

The Q3 FY2025 redemptions of Series A Preferred stock resulted in the issuance of 2,025,910 shares of common stock, and the redemption of 10,308 shares of Series A Preferred stock

During Q3 a total of 1,000 shares of Series A Preferred stock were issued for total consideration of $25,000.

As part of the restructuring, the Company agreed

to register shares of Common Stock issued and to be issued to Series A Preferred Stockholders.

Also, key to the restructuring:

On October 31, 2025, the Company entered into

a Senior Secured 10% Original Issue Discount Convertible Promissory Note (the “October 2025 Bridge Note”) with C/M Capital

Master Fund, L.P.

with a potential total funding of $1 million, with an initial funding of $250,000.

Under the terms of the 18 month note,

the Company is obligated to repay a total of $275,000 as the note includes a 10% original issue discount.

The note bears no interest unless

in default and may be converted into common stock of the Company at $0.15 per share, subject to certain adjustments.

The obligations under

the 2025 Bridge Note are guaranteed by the subsidiaries of the Company and include a pledge of the securities the Company’s subsidiaries

and a first priority senior security interest in all the Company’s assets.

On December 19, 2025, the Company entered into

a second Senior Secured 10% Original Issue Discount Convertible Promissory Note (the “December 2025 Bridge Note”) with C/M

Capital Master Fund, L.P.

and WVP Emerging Manager Onshore Fund, LLC, with a potential total funding of $1 million, with an additional

funding of $250,000.

Under the terms of the 18 month note, the Company is obligated to repay a total of $275,000 as the note includes

a 10% original issue discount.

The note bears no interest unless in default and may be converted into common stock of the Company at $0.15

per share, subject to certain adjustments.

The obligations under the 2025 Bridge Note are guaranteed by the subsidiaries of the Company

and include a pledge of the securities the Company’s subsidiaries and a first priority senior security interest in all the Company’s

We are in the early stage of developing our data

4 unchanged sentences

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.

In-house 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.

Cloud 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.

Regional 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).

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

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

We believe the principal competitive factors in

our market include, but are not limited to:

Focus on the cloud

Technology and services expertise

Customer experience

Speed of innovation

Strength of relationships with technology partners

Automation and scalability

Standardized operational processes

Geographic reach

Brand recognition and reputation

We 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;

substantially greater financial, technical and marketing resources;

relationships

with large vendor partners;

larger global presence;

larger customer bases;

longer operating

longer operating histories;

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

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

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;

requires companies and auditors to evaluate internal controls and procedures;

and establishes a federal crime of securities

fraud, among other provisions.

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.

We 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 investment.

Our 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.

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.

We 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 Capital

As 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.

During FY 2025, the members of the Board elected for

forgo all compensation.

During the FY 2025 the one-year term of the Advisory Board members expired and they were not extended further.

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.

As of December 31, 2025, 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.

Government Regulation

We 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.

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.

Recent Developments

On October 31, 2025, Mitesco, Inc.

( the “Company”)

entered into a Senior Secured 10% Original Issue Discount Convertible Promissory Note (the “2025 Bridge Note”) with C/M Capital

Master Fund, L.P.

with a potential total funding of $1 million, with an initial funding of $250,000.

Under the terms of the 18 month note,

the Company is obligated to repay a total of $275,000 as the note includes a 10% original issue discount.

The note bears no interest unless

in default and may be converted into common stock of the Company at $0.15 per share, subject to certain adjustments.

The obligations under

the 2025 Bridge Note are guaranteed by the subsidiaries of the Company and include a pledge of the securities the Company’s subsidiaries

and a first priority senior security interest in all the Company’s assets.

On December 19, 2025, Mitesco, Inc.

(the “Company”)

entered into a second Senior Secured 10% Original Issue Discount Convertible Promissory Note (the “2025 Bridge Note”) with

C/M Capital Master Fund, L.P.

and WVP Emerging Manager Onshore Fund, LLC, with a potential total funding of $1 million, with an additional

funding of $250,000.

Under the terms of the 18 month note, the Company is obligated to repay a total of $275,000 as the note includes

a 10% original issue discount.

The note bears no interest unless in default and may be converted into common stock of the Company at $0.15

per share, subject to certain adjustments.

The obligations under the 2025 Bridge Note are guaranteed by the subsidiaries of the Company

and include a pledge of the securities the Company’s subsidiaries and a first priority senior security interest in all the Company’s

On February 20, 2026, Mitesco, Inc.

(the “Company”) entered

into a third Senior Secured 10% Original Issue Discount Convertible Promissory Note (the “2026 Bridge Note”) with C/M Capital

Master Fund, L.P.

and WVP Emerging Manager Onshore Fund, LLC, with a potential total funding of $1 million, with an additional funding

Under the terms of the 18 month note, the Company is obligated to repay a total of $137,500 as the note includes a 10% original

issue discount.

The note bears no interest unless in default and may be converted into common stock of the Company at $0.15 per share,

subject to certain adjustments.

The obligations under the 2026 Bridge Note is guaranteed by the subsidiaries of the Company and include

a pledge of the securities the Company’s subsidiaries and a first priority senior security interest in all the Company’s assets.

See Subsequent Events.

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 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;

assessment of our internal controls;

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.

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;

Section 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.

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 bankruptcy) in a Current Report on Form 8-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.

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.

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