What changed in this filing

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Item 9A. Controls and Procedures

2026-04-15 compared with 2025-03-31 · 420 added, 325 removed, 184 unchanged (80% of the section changed)

CONTROLS AND PROCEDURES.

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.

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 was required to apply its judgment in evaluating the cost-benefit relationship of disclosure controls and

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;

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, 2025.

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 2025 were (i) lack of formal documentation of policies and procedures, (ii) lack of segregation of duties and multiple

levels of review, and (iii) 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, 2025.

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.

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 the temporary

rules of the SEC that permit us to provide only with the disclosure under this Item 9A 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

Management ’ s Report on Disclosure

Controls and Procedures

The Company’s management has identified

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

The deficiencies in our disclosure controls and

procedures included (i) lack of segregation of duties and (ii) lack of sufficient resources to ensure that information required to be

disclosed by the Company in the reports that the Company files or submits to the SEC are recorded, processed, summarized, and reported,

within the time periods specified in the SEC’s rules and forms.

The Company intends to take corrective action

to ensure that information required to be disclosed by the Company pursuant to the reports that the Company files or submits to the SEC

is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers,

or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Cybersecurity

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, 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.

We utilize information technology for internal

and external communications with vendors, clinical sites, banks, investors and shareholders.

Loss, disruption or compromise of these systems

could significantly impact operations and results.

We are not aware of any material cybersecurity

violation or occurrence.

We believe our efforts toward prevention of such violation or occurrence, including system design and controls,

processes and procedures, training and monitoring of system access, but may not prevent unauthorized access to our systems.

Changes in Internal Control Over Financial

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, 2025 that has materially affected, or is likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

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:

DISCLOSURE REGARDING FOREIGN JURISDICTIONS

THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS, AND

CORPORATE GOVERNANCE

CURRENT BOARD OF DIRECTORS AND MANAGEMENT

The following table and biographical summaries

set forth information, including principal occupation and business experience about our directors and executive officers as of December

Board of Directors

Date Appointed

2 unchanged sentences

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

John Mitchell

Director, Secretary

Independent Director

Jordan Balencic

Independent Director

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.

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.

Current Board and Management

Mack Leath , age 69, 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.

Leath has held several positions with several

software companies.

He is the founder and Vice President of Business Development for Araicom Life Sciences, a literature search software

start-up, Medsoftccs, LLC a software solution focused on assisting HR functions with nursing compliance issues and represents WVI Enterprise

Companion, a software operating environment for the petro-chemical industries.

His involvement with each organization has varied with

his primary focus being development and implementation of the business plans, raising investment capital (angel), marketing and sales.

Most recently, Mr.

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

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

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.

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.

in Business Administration;

Jordan Balencic , age 39, is a Director.

Jordan Balencic , age 40, is

His employment history includes positions in both the healthcare arena, and as an entrepreneur.

His healthcare experience is as follows:

From October 2016 until the present, he has served as the Service Chief, Medical Director, and

a staff physician for Home Based Primary Care (HBPC) November for the U.S.

Department of Veterans Affairs, Veterans Health Administration

Lebanon, PA (Lebanon VA Medical Center).

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:

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.

From 1989 until 1997 Mr.

Mitchell served in the U.S.

Marine Corps, most recently as Sergeant E-5.

Mitchell provided bridge financing to the Company in September

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

for Nomination as Directors and Changes in Procedures for Nomination;

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.

Balencic’s education includes the following

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.

James Clifton , age 52, is a Director.

is a senior sales and marketing executive focused on systems software, data analytics and innovative implementation to improve productivity

across corporations and workforces worldwide.

He also has business interests in the commercial and residential real estate area.

Clifton launched his technical career at VeriSign (later acquired by

Symantec Corporation) from 2002 until 2011 where he served as a Strategic Account Manager, helping enterprise customers protect their

online assets and intellectual property during a period of rapid digital transformation of the early 2000s.

His responsibilities included

data protection, compliance, and enterprise software sales.

He then joined Citrix Systems, Inc., focused on key corporate systems as a

Field Sales Manager from 2011 until 2014, driving adoption of virtualization and enterprise.

During 2014 he joined StarMobile, Inc., in

the role of Director of Sales & Business Development.

He helped position the company as a pioneer in mobile app transformation, playing

a pivotal role in building strategic partnerships and expanding market reach.

In 2015 he joined Cumberland Group as a Senior Account Executive,

where he advised Fortune 500 companies on modernizing their IT infrastructure, leveraging cloud and hybrid strategies to increase business

agility and resilience.

He joined VMware, Inc.

during 2019 as a Client Executive, managing

enterprise relationships focused on digital transformation by delivering solutions across cloud, networking, and security helping IT Operations

and Application Development to become strategic enablers for the business.

Most recently, beginning 2022 he joined Alteryx, Inc., as a

Strategic Account Executive, helping organizations harness the power of data science, artificial intelligence, and machine learning.

empowered business leaders to make smarter, faster decisions by promoting democratized access to advanced analytics and automation to

all within the enterprise.

Jim’s education includes a Bachelor’s degree from the University

of Georgia in 1990 and a Master’s degree from Mercer University in 2007.

He is based in St.

Simons, Georgia.

Arrangements for Nomination as Directors and

Changes in Procedures for Nomination;

Election of Directors

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.

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.

or executive officer has any family relationship with any other director or with any of the Company’s executive officers.

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.

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

Our directors hold office until their successors have been elected and qualified or until the earlier of their death, resignation,

Director Independence

While 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.

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.

Jordan Balencic is currently the only independent board member in accordance with NASDAQ independence

Our Board determined that Mr.

Leath and Mr.

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.

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.

Mitchell, are not independent directors as a result of being an executive officer

to the Company.

Board of Directors Committees

The 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.

Audit Committee

The Company has appointed Dr.

Balencic as the

sole member of the audit committee.

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

Our audit committee also:

selects and hires the independent registered public accounting firm to audit our financial statements;

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:

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

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.

Compensation Committee

Leath and Dr.

Balencic currently serve as

members of the compensation committee.

Our compensation committee oversees our compensation policies, plans and benefits programs.

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.

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

EXECUTIVE COMPENSATION

Summary of Executive Compensation

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 years ended December 31, 2025

Chief Executive Officer and Chief Financial Officer

Lawrence Diamond

Former Chief Executive Officer

Thomas Brodmerkel

Former Chief Financial Officer

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.

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

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, 2025

In 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.

DIRECTOR COMPENSATION

The following table sets forth, for the years

ended December 31, 2025 and 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.

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, c) potential performance awards using restricted common stock based on the performance of the Company

in its restructuring and operations.

The 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.

For 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.

In 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

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.

In 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

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 issuance.

During 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.

This 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.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information

12 unchanged sentences

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

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%.

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

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

Common shares outstanding at March 31, 2026

March 31, 2026

MACK LEATH (1) (2)

JORDAN BALENCIC (3)

JOHN MITCHELL

Executive Officers and Directors as a group (3 Persons)

BRIAN VALANIA (3)(7)

Current Executive Officers and Directors as a group (3 Persons)

5% or more shareholders

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,

JOHN MITCHELL (6)

JIM CLIFTON (5) (6)

ANGLO IRISH MANAGEMENT, LLC (4)

Total of 5% or more

Notes to the above table:

(1) includes 100,000 shares issued

to a family member for acquisition of a software business

Leath is currently Chairman

of the Board of Directors and former CEO and CFO

Balencic and Mr.

currently members of the Board of Directors

(4) Based solely on representation

by Anglo Irish Management LLC (“Anglo”).

Daniel Hollis is the Manager of Anglo-Irish Management LLC, and its business address

is 9057A Selborne Lane, Chatt Hills, GA 30268.

Anglo has held shares of Series X Preferred stock since 2019 and has recently acquired

20,000 additional shares for its contributions in the restructuring of the Company over the last 3 years.

The shares have a face value

of $25 each, and as such the issuance is valued at $500,000.

No cash consideration was provided to the Company for the issuance.

most recently held a number of shares equal to 26.97% of voting rights as previously disclosed, those shares having been issued in 2019

in consideration of accounts payable and consulting fees in the amount of $312,575.

Its common stock holdings have come solely from the

issuance of restricted common stock for the payment of dividends since 2019 and none of the shares are as a result of share purchases

in the open market.

There is no relationship between any of its members and the Board of Directors, or any member of management.

shares are held solely for investment purposes.

Clifton received 75,000 shares

in FY2024 for his participation on the Advisory Board and 175,000 shares of restricted common stock for this role on the Board of Directors

He also received $60,000 of Series X Preferred shares as consideration for his role on the Board of Directors.

Mitchell and Mr.

Clifton are a former Director and is included in this table simply because he is the only other holder of Series X Preferred shares.

Valania was appointed the CEO and CFO on March 9, 2025

Certain Relationships and Related

Transactions, and Director Independence

Transactions with Related Persons

On April 24, 2025, the Company entered into an

Obligation Exchange Agreement with Lindstrom whereby Lindstrom agreed to settle the above notes, accrued interest and other obligations

in consideration of the issuance of 75,000 shares of restricted common stock for each of the holders.

As a result of the exchange, which

was accounted for as a troubled debt restricting, the Company recorded a gain on settlement of liabilities of $249,765.

During the year ended December 31, 2025, the Company

issued 2,400 shares of Series X Preferred Stock to the newly elected director of the Company for compensation in lieu of services in the

amount of $60,000.

No member of management has benefited from the

transactions with related parties.

Policies and Procedures for Related-Party Transactions

Our Audit Committee considers and approves or

disapproves any related person transaction as required by NASDAQ regulations.

Director Independence Standards

Applicable NASDAQ rules require a majority of

a listed company’s board of directors to be comprised of independent directors.

In addition, the NASDAQ rules require that, subject

to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees

be independent and that audit committee members also satisfy independence criteria set forth in Rule 10A-3 under the Exchange Act.

applicable NASDAQ rules, a director will only qualify as an “independent director” if, in the opinion of the listed company’s

board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying

out the responsibilities of a director.

In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee

of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other

board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of

its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries.

Principal Accountant Fees

Astra Audit & Advisory, LLC (“Astra”) was our independent

registered public accounting firm for our fiscal years ended December 31, 2025 and 2024.

The aggregate fees billed for professional

services by Astra during 2025 and 2024 were as follows:

Astra Audit & Advisory, LLC

Audit-Related Fees

All Other Fees

Audit Fees are the aggregate fees billed

during the years ended December 31, 2025 and 2024 for professional services rendered by Astra, for the audit of the Company’s annual

financial statements and review of financial statements included in the Company’s Form 10-Q or services that are normally in connection

with statutory and regulatory filings or engagements.

Audit-Related Fees are the aggregate

fees billed during the years ended December 31, 2025 and 2024 for assurance and related services rendered by Astra, that are reasonably

related to the performance of the audit or review of the Company’s financial statements and are not reported under the category

Audit Fees described above.

Tax Fees are the aggregate fees billed

during the years ended December 31, 2025 and 2024 for tax compliance services rendered.

No tax services were rendered by Astra.

All Other Fees are the aggregate fees billed

during the years ended December 31, 2025 and 2024 for products and services provided by Astra, other than the services reported in the

Audit Fees, Audit-Related Fees, and Tax Fees categories above.

Audit Committee Pre-Approval Policies .

All the services performed by Astra that are described above were pre-approved

by the Company’s audit committee.

The Audit Committee pre-approves all audit and permissible non-audit services on a case-by-case

None of the hours expended on Astra’s

engagement to audit the Company’s financial statements for the years ended December 31, 2025 and 2024 were attributed to work

performed by persons other than Astra’s full-time, permanent employees.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

2 unchanged sentences

Consolidated Balance Sheets as of December 31, 2025, and 2024

Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2024, and 2023

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2024, and 2023

Consolidated Statements of Operations for the years ended December 31, 2025, and 2024

Consolidated Statements of Stockholders’

Deficit for the years ended December 31, 2025, and 2024

Consolidated Statements of Cash Flows for the years ended December 31, 2025, and 2024

2 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:

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

under File No.

Unless 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

87 unchanged sentences

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

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

and its Board

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

and its Board Members

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

43 unchanged sentences

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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

* Management contract or compensatory

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

FORM 10-K SUMMARY

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

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, 2025, to be signed on its behalf by the undersigned, thereunto duly authorized.

MITESCO, INC.

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

April 15, 2026

/s/ Brian Valania

Brian Valania

Chief Executive Officer and Chief Financial Officer

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 15, 2026

Chairperson of the Board of Directors

/s/ Brian Valania

April 15, 2026

Brian Valania

Chief Executive Officer, Chief Financial Officer and Secretary and Director

Jordan Balencic

April 15, 2026

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