What changed in this filing

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Item 3. Legal Proceedings

2026-04-15 compared with 2025-03-31 · 46 added, 41 removed, 13 unchanged (87% of the section changed)

LEGAL PROCEEDINGS

Company has a number of legal situations involved with the winding down of its clinic business activities.

These include claims regarding

certain construction contracts and cancellation of leases as noted below:

ACCRUED ON SETTLEMENT

SETTLEMENT OBLIGATION

OF SETTLEMENT

PAYMENT OBLIGATION

The Company has a number of legal situations involved

with the winding down of its clinic business activities.

These include claims regarding certain construction contracts and cancellation

of leases as noted below:

CASH PAYMENT OBLIGATION

DEFAULT JUDGEMENT

LOUIS PARK, MN

Clinic a.k.a.

DEFAULT JUDGEMENT

CONTINENTAL 560

DEFAULT JUDGEMENT

MAPLE GROVE, MN

SETTLEMENT AGREEMENT

DEFAULT JUDGEMENT

Quincy Clinic a.k.a.

On September 28, 2021, we entered into an agreement

to open a clinic in Denver, Colorado, which was expected to begin operation in the first quarter of 2023 but possession of which has

been relinquished to the landlords.

The initial lease term is 94 months.

to open a clinic in Denver, Colorado, which was expected to begin operation in the first quarter of 2023 but possession of which has been

relinquished to the landlords.

The initial lease term is for 94 months.

Fixed rent payments under the initial term are approximately

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

Company has released the property back to the leaseholder.

The owner of the property has filed before the same court, an action against

the Company (Case No.

2022 CV 33173, Division:

409, Consolidated with 2022CV33653) seeking to modify the final settlement for an additional

We intend to vigorously defend the Company as our position is that there is no basis for this claim.

Administrative

On June 24, 2021, we entered into an agreement to

open an administrative office in St.

The Company has released the property back to the leaseholder.

The owner of the Quincy Clinic property filed before the same court, an

action against the Company seeking to modify the final settlement for an additional $1,250,000, including $350,000 which represent amounts

paid to the contractor who was performing the build out, who had filed liens on the property.

As of August 8th, 2025, we settled this

matter by providing an additional judgment in the amount of $500,000.

Administrative office

On June 24, 2021, we entered into an agreement

to open an administrative office in St.

Louis Park, Minnesota.

4 unchanged sentences

in writing at this time.

Debt for Equity Agreement and other obligations

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

7, 2022 (the “Agreement”).

Pursuant to the Agreement, the Company issued shares of restricted common stock, par value $0.01

per share, of MITI (the “Restricted Shares”) to the Creditor in exchange for the Company Debt Obligations, as defined below.

The Agreement settled certain accounts payable amounts

owed by the Company to the Creditor (the “Accounts Payable Amount”) as well as then upcoming amounts that would become due

between the date of the Agreement and April 1, 2022.

The Agreement also settled incurred interest and penalties on the amounts due through

January 5, 2022, as well as future interest payments on amounts to be incurred in the first quarter of 2022 (collectively, the “Additional

Costs”, and combined with the Accounts Payable Amount, the “Company Debt Obligations”).

The Accounts Payable Amount

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

As a result, 63,593 Restricted Shares were authorized

to be issued.

Gardner Debt for Equity Agreement and other

The Company entered into a debt-for-equity exchange

agreement with Gardner Builders Holdings, LLC (the “Creditor”) on January 7, 2022 (the “Agreement”).

to the Agreement, the Company issued shares of restricted common stock, par value $0.01 per share, of MITI (the “Restricted Shares”)

to the Creditor in exchange for the Company Debt Obligations, as defined below.

The Agreement settled certain accounts payable

amounts owed by the Company to the Creditor (the “Accounts Payable Amount”) as well as then upcoming amounts that would become

due between the date of the Agreement and April 1, 2022.

The Agreement also settled incurred interest and penalties on the amounts due

through January 5, 2022, as well as future interest payments on amounts to be incurred in the first quarter of 2022 (collectively, the

“Additional Costs”, and combined with the Accounts Payable Amount, the “Company Debt Obligations”).

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

As a result, 63,593 Restricted Shares

were authorized to be issued.

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

Much of the amounts claimed by Gardner

have been resolved by the settlements with the various leaseholders where Gardner had filed liens.

During 2021 and through 2022 a total

of $2,305,155 was paid by the Company directly to Gardner for their services.

As of the date of this filing the Company is continuing

an effort to negotiate a settlement of any remaining obligations to this vendor.

Much of the amounts claimed

by Gardner have been resolved by the settlements with the various leaseholders where Gardner had filed liens.

During 2021 and through

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

As of the date of this filing the Company is

continuing an effort to negotiate a settlement of any remaining obligations to this vendor.

MINE SAFETY DISCLOSURES

Not Applicable.

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 3. Legal Proceedings