Mitesco, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES. Evaluation of Disclosure Controls and Procedures We maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Securities Exchange. In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management 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: a. adding additional and more qualified staff; b. reviewing structure and procedures implemented by similarly situated publicly held companies; and c. 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. 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 knowledge. 27 Table of Contents 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 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 Reporting There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during our fourth quarter ended December 31, 2025 that has materially affected, or is likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION None . ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS None. 28 Table of Contents PART III ITEM 10. 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 31, 2025: Board of Directors Name Position Age Date Appointed Date Resigned Current Board Mack Leath Chief Executive Officer, Chief Financial Officer, Chairman of the Board, Director 69 12/15/2023 in place Jim Clifton Independent Director 52 05/26/2025 03/09/2026 Dr. Jordan Balencic Independent Director 40 12/15/2023 in place Current Board and Management Mr. 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. Mr. 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. Mr. 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. Mr. Leath graduated from North Carolina State University with a B.S. in Business Administration; 1986. Dr. Jordan Balencic , age 40, is a Director. 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). 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. Dr. 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: B.S. Biology with Emphasis in Pre-Medicine, Cum Lade. Mr. James Clifton , age 52, is a Director. Jim Clifton 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. He 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. 29 Table of Contents Arrangements for Nomination as Directors and Changes in Procedures for Nomination; Election of Directors No arrangement or understanding exists between any director or nominee and any other persons pursuant to which any individual was or is to be selected or serve as a director. No director or executive officer has any family relationship with any other director or with any of the Company’s executive officers. Holders of our Common Stock are entitled to one vote for each share held on all matters submitted to a vote of the stockholders, including the election of directors. Cumulative voting with respect to the election of directors is not permitted by our Certificate of Incorporation. Our Board of Directors shall be elected at the annual meeting of the shareholders or at a special meeting called for that purpose. Each director shall hold office until the next annual meeting of shareholders and until the director’s successor is elected and qualified. Composition of our Board of Directors Our board of directors currently consists of three (3) members. Our directors hold office until their successors have been elected and qualified or until the earlier of their death, resignation, or removal. Director Independence 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. Accordingly, Dr. Jordan Balencic is currently the only independent board member in accordance with NASDAQ independence standards. Our Board determined that Mr. Leath and Mr. Mitchell, 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. Dr. Balencic is independent under the Nasdaq Listing Rules independence standards. Our audit committee is comprised of one independent board member. The audit committee is responsible for overseeing our corporate accounting and financial reporting process, assisting our board of directors in monitoring our financial systems, and overseeing legal, healthcare, and regulatory compliance. Our audit committee also: ● selects and hires the independent registered public accounting firm to audit our financial statements; ● helps to ensure the independence and performance of the independent registered public accounting firm; ● approves audit and non-audit services and fees; ● reviews financial statements and discusses with management and the independent registered public accounting firm our annual audited and quarterly financial statements, the results of the independent audit and the quarterly reviews and the reports and certifications regarding internal controls over financial reporting and disclosure controls; ● prepares the audit committee report that the SEC requires to be included in our annual proxy statement; ● reviews reports and communications from the independent registered public accounting firm; ● reviews the adequacy and effectiveness of our internal controls and procedure; ● reviews our policies on risk assessment and risk management; ● reviews related party transactions; and ● 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. 30 Table of Contents Compensation Committee Mr. Leath and Dr. Balencic currently serve as members of the compensation committee. Our compensation committee oversees our compensation policies, plans and benefits programs. The compensation committee also: ● oversees our overall compensation policies, plans and benefit programs; ● reviews and recommends to our board of directors for approval compensation for our executive officers and directors; ● prepares the compensation committee report that the SEC would require to be included in our annual proxy statement if we were no longer deemed to be an emerging growth company or a smaller reporting company; and ● 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: o Compliance with applicable laws and regulations o Handling of books and records o Public disclosure reporting o Insider trading o Discrimination and harassment o Health and safety o Conflicts of interest o Competition and fair dealings o Protection of Company asset ITEM 11. 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 and 2024. Salary Salary earned earned Non-Equity Nonqualified and and Incentive Deferred All Name and paid in unpaid in Stock Option Plan Compensation Other Principal cash cash Bonus Awards Awards Compensation Earnings Compensation Total Position Year ($) ($) ($) ($) ($) ($) ($) ($) ($) Mack Leath 2025 - - - - - - - - - Chief Executive Officer and Chief Financial Officer 2024 - - - - - - - - - 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. 31 Table of Contents 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. Year CASH PAYMENTS SERIES X PREFERRED SHARES RESTRICTED COMMON STOCK PERFORMANCE AWARDS VALUE OF PERFORMANCE REWARD TOTAL COMPENSATION LEATH 2025 $ - $ - $ - $ - $ - 2024 $ - $ 60,000 250,000 $ 75,000 $ 135,000 BALENCIC 2025 $ - $ - $ - $ - $ - 2024 $ - $ 60,000 $ 250,000 $ 75,000 $ 135,000 MITCHELL 2025 $ - $ - $ - $ - $ - 2024 $ 28,000 $ 60,000 $ 250,000 $ 75,000 $ 163,000 CLIFTON 2025 $ - $ 60,000 $ - $ - $ 60,000 2024 $ - $ - $ - $ - $ - 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 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. 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 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 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. Mr. 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. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth certain information as of March 31, 2026, regarding the beneficial ownership of our Common Stock and Series X Preferred Stock by (i) each person (including any “group” as such term is used in Section 13(d)(3) of the Exchange Act) known by us to be a beneficial owner of more than 5% of our common stock, (ii) each of our directors and “named executive officers;” and (iii) all of our directors and executive officers as a group. At March 31, 2026, we had 15,625,116 shares of Common Stock issued and outstanding, and 42,103 shares of Series X Preferred Stock issued and outstanding, having an aggregate of 16,841,200 votes. Unless otherwise indicated, the address of each of the stockholders listed is 1660 Highway 100 South, Suite 432, Saint Louis Park, Minnesota 55416. Beneficial ownership is determined in accordance with the rules of the SEC and includes general voting power and/or investment power with respect to securities. Shares of Common Stock issuable upon exercise of options or warrants that are currently exercisable or exercisable within 60 days of the Record Date and shares of Common Stock issuable upon conversion of other securities currently convertible or convertible within 60 days, are deemed outstanding for computing the beneficial ownership percentage of the person holding such securities but are not deemed outstanding for computing the beneficial ownership percentage of any other person. Under the applicable SEC rules, each person’s beneficial ownership is calculated by dividing the total number of shares with respect to which they possess beneficial ownership by the total number of outstanding shares. In any case where an individual has beneficial ownership over securities that are not outstanding but are issuable upon the exercise of options or warrants or similar rights within the next 60 days, that same number of shares is added to the denominator in the calculation described above. Because the calculation of each person’s beneficial ownership set forth in the “Percentage Class” column of the table may include shares that are not presently outstanding, the sum total of the percentages set forth in such column may exceed 100%. 32 Table of Contents Common shares outstanding at March 31, 2026 17,853,264 Preferred X shares outstanding at March 31, 2026 42,103 Votes from Preferred X super voting: 16,841,200 Total voting shares including common and super votes from Preferred X 34,694,464 Name Amount and Nature of Beneficial Ownership of Common Stock Percentage of Common Stock Beneficially Owned Number of Shares of Series X Preferred Stock Percentage of Series X Preferred Stock Number of votes at 400 per share Add common shares held at March 31, 2026 Total Votes % of the Total Votes MACK LEATH (1) (2) 403,114 2.26 % 2,400 5.70 % 960,000 403,114 1,363,114 3.93 % JORDAN BALENCIC (3) 283,752 1.59 % 2,400 5.70 % 960,000 283,752 1,243,752 3.58 % BRIAN VALANIA (3)(7) 200,000 1.12 % - - % - 200,000 200,000 0.58 % Current Executive Officers and Directors as a group (3 Persons) 886,866 4.97 % 4,800 11.40 % 1,920,000 886,866 2,806,866 8.09 % 5% or more shareholders JOHN MITCHELL (6) 311,375 1.74 % 2,400 5.70 % 960,000 311,375 1,271,375 3.66 % JIM CLIFTON (5) (6) 261,728 1.47 % 2,400 5.70 % 960,000 261,728 1,221,728 3.52 % ANGLO IRISH MANAGEMENT, LLC (4) 343,530 1.92 % 32,503 77.20 % 13,001,200 343,530 13,344,730 38.46 % Total of 5% or more 916,633 5.13 % 37,303 88.60 % 14,921,200 916,633 15,837,833 45.65 % Notes to the above table: (1) includes 100,000 shares issued to a family member for acquisition of a software business (2) Mr. Leath is currently Chairman of the Board of Directors and former CEO and CFO (3) Mr. Balencic and Mr. Valania are 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. It has 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. The shares are held solely for investment purposes. (5) Mr. 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 in FY2025. He also received $60,000 of Series X Preferred shares as consideration for his role on the Board of Directors. (6) Mr. 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. (7) Mr. Valania was appointed the CEO and CFO on March 9, 2025 33 Table of Contents Item 13. 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. Under 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. Item 14. Principal Accountant Fees and Services 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 2025 2024 Audit Fees $ 112,500 $ 84,000 Audit-Related Fees $ 9,850 - Tax 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 basis. 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. 34 Table of Contents PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a)(1) The following financial statements are included in this Annual Report on Form 10-K for the fiscal years ended December 31, 2025, and 2024: 1. Report of Independent Registered Public Accounting Firm F-2 3. Consolidated Balance Sheets as of December 31, 2025, and 2024 F-3 4. Consolidated Statements of Operations for the years ended December 31, 2025, and 2024 F-4 5. Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 2025, and 2024 F-5 6. Consolidated Statements of Cash Flows for the years ended December 31, 2025, and 2024 F-6 7. Notes to Consolidated Financial Statements F-8 (a)(2) All financial statement schedules have been omitted as the required information is either inapplicable or included in the Consolidated Financial Statements or related notes. (a)(3) The exhibits set forth in the accompanying exhibit index below are either filed as part of this report or are incorporated herein by reference: Unless otherwise indicated, each of the following exhibits have been previously filed with the Securities and Exchange Commission by the Company under File No. 000-53601. Incorporated by Exhibit Reference Filed or Furnished Number Exhibit Description Form Exhibit Filing Date Herewith 3.1 Certificate of Incorporation of Trunity Holdings, Inc., dated January 18, 2012. 8-K 10.1 1/31/2012 3.2 Bylaws of Trunity Holdings, Inc., dated January 18, 2012. 8-K 10.2 1/31/2012 3.3 Certificate of Ownership Merging between Trunity Holdings, Inc. and Brain Tree International, Inc. dated January 24, 2012. 10-K 3.3 4/16/2013 3.4 Certificate of Designation of Series X Preferred Stock of Trunity Holdings, Inc., dated December 9, 2015. 8-K 3.1 12/15/2015 3.5 Certificate of Amendment to the Certificate of Incorporation of Trunity Holdings, Inc., dated December 24, 2015. 8-K 3.1(i) 1/06/2016 3.6 Certificate of Designations of Series X Preferred Stock of True Nature Holding, Inc. 8-K 3.6 1/06/2020 35 Table of Contents 3.7 Form of Amended and Restated Certificate of Designations of Series A Preferred Stock of True Nature Holding, Inc. 8-K 3.07 3/13/2020 3.8 Certificate of Amendment of the Certificate of Incorporation of True Nature Holding, Inc. dated April 21, 2020. 10-Q 3.7 8/14/2020 3.9 Certificate of Amendment of Certificate of Incorporation, dated as of November 5, 2020, correcting December 24, 2015, Certificate of Amendment. 10-Q 3.8 11/13/2020 3.10 Bylaws of Mitesco, Inc., as amended, dated November 10, 2020. 10-Q 3.9 11/13/2020 4.1* Trunity Holdings, Inc. 2012 Employee, Director, and Consultant Stock Option Plan. 10-K 10.4 4/16/2013 4.2 Convertible Promissory Note issued by True Nature Holding, Inc. on November 26, 2018, to Auctus Fund, LLC. 8-K 4.2 1/14/2019 4.3 Convertible Promissory Note issued by True Nature Holding, Inc. on December 19, 2018, to Crown Bridge Partners, LLC. 8-K 4.3 1/14/2019 4.4 Convertible Promissory Note issued by True Nature Holding, Inc. on January 2, 2019, to Power Up Lending Group Ltd. 8-K 4.4 1/14/2019 4.5* Mitesco, Inc. 2021 Omnibus Securities and Incentive Plan (File No. 333-252293) S-8 4.1 01/21/2021 4.6 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended 10-K 4.6 04/05/2022 10.1 Agreement and Plan of Merger, dated as of January 24, 2011, by and among Trunity Holdings, Inc., Trunity Acquisitions Corp. and Trunity, Inc. 8-K 10.5 1/31/2012 10.2 Stock Purchase Agreement between dated as of January 24, 2012, by and among George Norman, Donna Norman, Lane Clissold, Trunity Holdings, Inc. and Trunity, Inc. 8-K 10.3 1/31/2012 10.3 Agreement and Plan of Merger, dated as of January 24, 2012, by and among Brain Tree International, Inc. and Trunity Holdings, Inc. 8-K 10.4 1/31/2012 10.4 Investment Project Contract dated as of March 18, 2013, among Trunity, Inc., InnSoluTech LLP and Educom Ltd. 10-K 10.5 4/16/2013 10.5 Trunity Holdings, Inc. 2012 Employee, Director, and Consultant Stock Option Plan. 10-K 10.4 4/16/2013 10.6 License Agreement dated as of March 20, 2013, between Trunity, Inc. and Educom Ltd. 10-K 10.7 4/16/2013 10.7 Share Purchase Agreement dated as of March 20, 2013, between Trunity, Inc. and InnSoluTech LLP. 10-K 10.6 4/16/2013 10.8 Memorandum of Understanding Regarding Trunity Holdings, Inc. and PIC Partners dated as of April 17, 2013, by and between Pan-African Investment Company and Trunity Holdings, Inc. 10-K 10.13 4/15/2014 36 Table of Contents 10.9 Subscription Agreement dated May 28, 2013, between Trunity Holdings, Inc., and Pan African Investment Company. 10-K 10.9 4/15/2014 10.10* Form of Indemnification Agreement between Trunity Holdings, Inc., and its Directors. 10-K 10.8 4/16/2013 10.11 The Indemnification Agreement dated May 30, 2013, between Trunity Holdings, Inc., and Dana M. Reed. 10-K 10.12 4/15/2014 10.12 Voting Agreement dated May 30, 2013, by and among Trunity Holdings, Inc., Terry Anderton, RRM Ventures, LLC, Aureus Investments, LLC and Pan-African Investment Company, LLC. 10-K 10.11 4/15/2014 10.13 Investors Rights Agreement dated May 30, 2013, between Trunity Holdings, Inc., and Pan African Investment Company. 10-K 10.10 4/15/2014 10.14 Voting Agreement dated June 5, 2013, by and among Trunity Holdings, Inc., Terry Anderton, RRM Ventures, LLC, Aureus Investments, LLC and Pan-African Investment Company, LLC. (File No. 005-86722) 13D C 7/25/2013 10.15 Investors Rights Agreement dated June 5, 2013, between Trunity Holdings, Inc., and Pan African Investment Company. 13D D 7/25/2013 10.16 Non-Qualified Stock Option Agreement dated as of December 23, 2013, between Arol Buntzman and Trunity Holdings, Inc. 10-K 10.14 4/15/2014 10.17 Securities Purchase Agreement dated as of November 5, 2014, by and between Trunity Holdings, Inc. and Peak One Opportunity Fund, L.P. 10-Q 10.15 11/25/2014 10.18 Consulting Agreement dated as of December 1, 2015, by and between Trunity Holdings, Inc., and Stephen Keaveney. 8-K 10.2 12/15/2015 10.19 Securities Exchange Agreement dated as of December 9, 2015, by and among Trunity Holdings, Inc., and the Members of Newco4Pharmacy, LLC. 8-K 10.1 12/15/2015 10.20 Spin-off and Asset Transfer Agreement dated as of December 31, 2015, by and among Trunity Holdings, Inc., Trunity, Inc., a Delaware corporation, and Trunity, Inc., a Florida corporation. 8-K 10.1 1/06/2016 10.21 Asset Purchase Agreement, dated September 30, 2016, by and among True Nature Holding, Inc., P3 Compounding Of Georgia, LLC, and ICP Holdings, LLC 8-K 10.1 10/05/2016 10.22 Consulting Agreement, dated June 8, 2017, between True Nature Holding, Inc. and Resources Unlimited NW LLC. 8-K 10.1 6/15/2017 10.23 Note Payable by True Nature Holding, Inc. to Stephen Keaveney, dated July 10, 2017. 10-Q 10.1 8/18/2017 10.24 Convertible Promissory Note issued by True Nature Holding, Inc. on July 5, 2018, to Power Up Lending Group Ltd. 8-K 4.1 7/13/2018 37 Table of Contents 10.25 Securities Purchase Agreement, dated July 5, 2018, by and between True Nature Holding, Inc. and Power Up Lending Group Ltd. 8-K 4.2 7/13/2018 10.26 Equity Financing Agreement, August 9, 2018, between True Nature Holding, Inc. and GHS Investments, LLC. 8-K 10.1 8/16/2018 10.27 Registration Rights Agreement, dated August 9, 2018, between True Nature Holding, Inc. and GHS Investments, LLC 8-K 10.2 8/16/2018 10.28 Convertible Promissory Note issued by True Nature Holding, Inc. on September 18, 2018, to Power Up Lending Group Ltd. 8-K 4.1 9/28/2018 10.29 Securities Purchase Agreement, dated September 18, 2018, by and between True Nature Holding, Inc. and Power Up Lending Group Ltd. 8-K 10.1 9/28/2018 10.30 Convertible Promissory Note issued by True Nature Holding, Inc. on November 9, 2018, to Power Up Lending Group Ltd. 8-K 4.1 1/14/2019 10.31 Securities Purchase Agreement, dated November 9, 2018, between True Nature Holding, Inc. and Power Up Lending Group Ltd. 8-K 10.1 1/14/2019 10.32 Securities Purchase Agreement, dated November 26, 2018, by and between True Nature Holding, Inc. and Auctus Fund, LLC. 8-K 10.2 1/14/2019 10.33 Common Stock Purchase Warrant issued by True Nature Holding, Inc. on November 26, 2018, to Auctus Fund, LLC. 8-K 10.5 1/14/2019 10.34 Securities Purchase Agreement, dated December 19, 2018, between True Nature Holding, Inc. and Crown Bridge Partners, LLC. 8-K 10.3 1/14/2019 10.35 Common Stock Purchase Warrant issued by True Nature Holding, Inc. on December 19, 2018, to Crown Bridge Partners, LLC. 8-K 10.6 1/14/2019 10.36 Securities Purchase Agreement, dated January 2, 2019, by and between True Nature Holding, Inc. and Power Up Lending Group Ltd. 8-K 10.4 1/14/2019 10.37* Senior Executive Employment Agreement effective as of October 1, 2019, between True Nature Holding Inc. and M. Lawrence Diamond 8-K 10.3 10/16/2019 10.38* Senior Executive Employment Agreement effective as of November 4, 2019, between True Nature Holding Inc. and Julie R. Smith 8-K 10.2 10/16/2019 10.39* Form of Board of Directors Advisory Agreement, dated as of December 26, 2019, between True Nature Holding Inc. and its Board Members 8-K 10.03 1/06/2020 10.40 Asset Purchase Agreement, dated as of March 2, 2020, by and among My Care, LLC and True Nature Holding, Inc. 8-K 10.1 3/13/2020 10.41 Convertible Redeemable Promissory Note issued by True Nature Holding, Inc. on April 8, 2020, to Eagle Equities, LLC. 8-K 4.01 4/17/2020 10.42 Securities Purchase Agreement, dated April 8, 2020, between True Nature Holding, Inc. and Eagle Equities, LLC. 8-K 4.02 4/17/2020 38 Table of Contents 10.43 Promissory Note issued by Bank of America, NA on April 25, 2020, to True Nature Holding, Inc. 8-K 10.1 5/11/2020 10.44* Board of Directors Advisory Agreement, dated June 1, 2020, between Mitesco, Inc. and Faraz Paqvi. 8-K 5.01 7/13/2020 10.45 Convertible Redeemable Note, dated July 1, 2020, between Mitesco, Inc. and Eagle Equities, LLC Inc. 8-K 4.01 8/05/2020 10.46 Securities Purchase Agreement, dated July 1, 2020, between Mitesco, Inc. and Eagle Equities, LLC. 8-K 10.01 8/05/2020 10.47 Consulting Advisor Agreement, dated July 8, 2020, between Mitesco, Inc. and Michael Loiacono. 8-K 10.1 7/08/2020 10.48* Board of Directors Advisory Agreement, dated August 1, 2020, between Mitesco, Inc. and Juan Carlos Iturregui. 8-K 10.02 8/05/2020 10.49 Securities Purchase Agreement, dated August 20, 2020, between Mitesco, Inc. and Eagle Equities, Inc. 8-K 10.01 8/27/2020 10.50 Convertible Redeemable Promissory Note, dated August 20, 2020, between Mitesco, Inc. and Eagle Equities Inc. 8-K 4.01 8/27/2020 10.51 Securities Purchase Agreement, dated September 30, 2020, between Mitesco, Inc. and Eagle Equities, Inc. 8-K 10.01 10/06/2020 10.52 Convertible Redeemable Promissory Note, dated September 30, 2020, between Mitesco, Inc. and Eagle Equities Inc. 8-K 4.01 10/06/2020 10.53 Form of lease agreement between The Good Clinic, LLC, and LMC NE Minneapolis Holdings, LLC, dated October 19, 2020. 10-Q 10.4 11/13/2020 10.54 Securities Purchase Agreement, dated October 29, 2020, between Mitesco, Inc. and Eagle Equities, Inc. 8-K 10.01 11/06/2020 10.55 Convertible Redeemable Promissory Note, dated October 29, 2020, between Mitesco, Inc. and Eagle Equities Inc. 8-K 4.01 11/06/2020 10.56 Securities Purchase Agreement, dated December 9, 2020, between Mitesco, Inc. and Eagle Equities, Inc. 8-K 10.01 12/15/2020 10.57 Convertible Redeemable Promissory Note, dated December 9, 2020, between Mitesco, Inc. and Eagle Equities Inc. 8-K 4.01 12/15/2020 10.61 Employment Agreement by and between Phillip Keller and Mitesco, Inc., dated as of March 17, 2021. 8-K 10.1 03/17/2021 39 Table of Contents 21.1 Subsidiaries of the Registrant X 31.1 Certification by the Principal Executive Officer and Principal Financial Officer of the Registrant pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 32.1 Certification by the Principal Executive Officer and Principal Financial Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 101.INS Inline XBRL Instance Document X 101.SCH Inline XBRL Taxonomy Extension Schema Document X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Management contract or compensatory plan or arrangement required to be identified pursuant to Item 15(a)(3) of this report. ITEM 16. FORM 10-K SUMMARY Not applicable. 40 Table of Contents SIGNATURE 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. Dated: April 15, 2026 By: /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 Date /s/ Mack Leath April 15, 2026 Mack Leath Chairperson of the Board of Directors /s/ Brian Valania April 15, 2026 Brian Valania Chief Executive Officer, Chief Financial Officer and Secretary and Director /s/ Dr. Jordan Balencic April 15, 2026 Jordan Balencic Director 41