Mitesco, Inc. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-53601 MITESCO, INC. (Exact Name of Registrant as Specified in its Charter) Nevada 87-0496850 (State Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number) 505 Beachland Blvd., Suite 1377 Vero Beach , Florida 32963 (Address of principal executive offices) (Zip code) 844 - 383-8689 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered N/A N/A N/A Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large, accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large, accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes ☐ No ☒ As of August 17, 2026 the registrant had 48,392,796 shares of common stock issued and outstanding. Table of Contents Page PART I – FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Consolidated Balance Sheets as of June 30, 2026, and December 31, 2025 1 Consolidated Statements of Operations for the six months ended June 30, 2026, and 2025 2 Consolidated Stockholder’s Deficit for the six months ended June 30, 2026, and 2025 3 Consolidated Statements of Cash Flows for the six months ended June 30, 2026, and 2025 4 Notes to Consolidated Financial Statements 5 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 19 Item 3. Quantitative and Qualitative Disclosures About Market Risk. 22 Item 4. Controls and Procedures. 22 PART II – OTHER INFORMATION Item 1. Legal Proceedings. 23 Item 1A. Risk Factors. 23 Item 2. Sale of Unregistered Securities. 23 Item 3. Defaults Upon Senior Secured Securities. 24 Item 4. Mine Safety Disclosures. 24 Item 5. Other Information. 24 Item 6. Exhibits. 24 Signatures 25 i Table of Contents MITESCO, INC. CONSOLIDATED BALANCE SHEETS June 30, December 31, 2026 2025 (Unaudited) ASSETS Current assets Cash and cash equivalents $ 7,984 $ 100,857 Accounts receivable, net 37,600 27,600 Unsecured advances 55,000 - Prepaid expenses and other current assets 941 3,651 Total current assets 101,525 132,108 Total Assets $ 101,525 $ 132,108 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current liabilities Accounts payable and accrued liabilities $ 4,053,707 $ 4,027,183 Accrued interest 459,418 398,356 Derivative liabilities 822,696 399,160 Deferred Revenue - 10,000 Lease liability - operating leases, current 99,477 99,477 Notes payable, net of discounts 639,416 639,416 SBA loan payable 354,034 367,801 Convertible Notes Payable, Net 709,372 503,341 Other current liabilities 96,136 96,136 Preferred stock dividends payable 32,314 26,314 Legal settlements 3,505,843 3,387,536 Series A preferred stock liability, current 11,619,154 9,447,335 Total current liabilities 22,391,567 19,402,055 Series A preferred stock liability, non-current 2,023,768 4,202,644 Total liabilities 24,415,335 23,604,699 Commitments and contingencies (Note 12) Stockholders’ deficit Preferred stock, $0.01 par value, 100,000,000 shares authorized; 10,000,000 shares designated Series D; 10,000 shares designated as Series E; 140,000 shares designated as Series F; and 400,000 shares designated Series X: Preferred stock, Series D, $ 0.01 par value, no shares issued and outstanding as of June 30, 2026, and December 31, 2025, respectively - - Preferred stock, Series F, $ 0.01 par value, no shares issued and outstanding as of June 30, 2026, and December 31, 205, respectively - - Preferred stock, Series X, $ 0.01 par value, 51,703 and 42,103 shares issued and outstanding as of June 30, 2026, and December 31, 205, respectively 517 421 Common stock, $ 0.01 par value, 500,000,000 shares authorized, 20,940,597 and 15,093,055 shares issued and outstanding as of June 30, 2026, and December 31, 2025, respectively 209,405 150,931 Additional paid-in capital 40,587,568 39,732,684 Accumulated deficit ( 65,111,300 ) ( 63,356,627 ) Total stockholders’ deficit ( 24,313,810 ) ( 23,472,591 ) Total liabilities and stockholders’ deficit $ 101,525 $ 132,108 See accompanying notes to these unaudited consolidated financial statements . 1 Table of Contents MITESCO, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Three Months Ended Six Months Ended June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 Revenue $ 20,000 $ 18,700 $ 20,000 $ 35,700 OPERATING EXPENSES: Cost of operations - 4,769 - 10,051 General and administrative 445,727 344,563 695,123 623,267 Software development 33,145 21,122 136,678 21,122 Total operating expenses 478,872 370,454 831,801 654,440 Net loss from operations ( 458,872 ) ( 351,754 ) ( 811,801 ) ( 618,740 ) OTHER INCOME (EXPENSES): Interest expense ( 561,525 ) ( 358,607 ) ( 879,764 ) ( 750,656 ) Interest expense - related parties - - - ( 2,297 ) Gain on forgiveness of liabilities - 562,793 - 562,793 Loss on settlement of Series A Preferred ( 94,652 ) ( 8,038 ) ( 196,385 ) ( 259,015 ) Gain on revaluation of derivative liabilities 137,665 68,222 133,277 4,430,867 Total other income (expense) ( 518,512 ) 264,370 ( 942,872 ) 3,981,692 Net income (loss) ( 977,384 ) ( 87,384 ) ( 1,754,673 ) 3,362,952 Preferred stock dividends ( 32,314 ) ( 12,314 ) ( 58,628 ) ( 24,628 ) Preferred stock dividends - related parties - - - ( 388 ) Net loss available to common shareholders $ ( 1,009,698 ) $ ( 99,698 ) ( 1,813,301 ) 3,337,936 Basic Net income (loss) per common share $ ( 0.05 ) $ ( 0.01 ) $ ( 0.10 ) $ 0.32 Dilutive Net income (loss) per common share $ ( 0.05 ) $ ( 0.01 ) $ ( 0.10 ) $ ( 0.07 ) Weighted average shares outstanding – Basic 20,249,376 11,305,362 18,745,550 10,543,075 Weighted average shares outstanding – Diluted 20,249,376 14,531,229 18,745,550 13,768,942 See accompanying notes to these unaudited consolidated financial statements. 2 Table of Contents MITESCO, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS ’ EQUITY (DEFICIT) FOR THE SIX MONTHS ENDED JUNE 30, 2026 and 2025 (UNAUDITED) Preferred Stock Series D Preferred Stock Series F Preferred Stock Series X Common Stock Additional Paid-in Accumulated Shares Amount Shares Amount Shares Amount Shares Amount Capital Deficit Total Balance, December 31, 2025 - $ - - $ - 42,103 $ 421 15,093,055 $ 150,931 $ 39,732,684 $ ( 63,356,627 ) $ ( 23,472,591 ) Shares issued for Series A redemptions - - - - - - 2,228,148 22,281 284,089 - 306,370 Shares issued for Series X dividends - - - - - - 99,337 993 25,321 - 26,314 Stock-based compensation - - - - - - 375,000 3,750 47,813 - 51,563 Preferred stock dividends - - - - - - - - ( 26,314 ) - ( 26,314 ) Net loss - - - - - - - - - ( 777,289 ) ( 777,289 ) Balance, March 31, 2026 - - - - 42,103 421 17,795,540 177,955 40,063,593 ( 64,133,916 ) ( 23,891,947 ) Shares issued for Series A redemptions - - - - - - 2,922,915 29,229 292,292 - 321,521 Shares issued for Series X dividends - - - - - - 222,142 2,221 24,093 - 26,314 Series X shares issued for compensation - - - - 9,600 96 - - 239,904 - 240,000 Preferred stock dividends - - - - - - - - ( 32,314 ) - ( 32,314 ) Net loss - - - - - - - - - ( 977,384 ) ( 977,384 ) Balance, June 30, 2026 - $ - - $ - 51,703 $ 517 20,940,597 $ 209,405 $ 40,587,568 $ ( 65,111,300 ) ( 24,313,810 ) Balance, December 31, 2024 25,000 $ 250 - $ - 19,703 $ 197 9,762,258 $ 97,623 $ 37,341,335 $ ( 63,855,351 ) $ ( 26,415,946 ) Shares issued for Series A redemptions - - - - - - 1,366,394 13,664 794,539 - 808,203 Shares issued for Series X dividends - - - - - - 28,358 284 12,030 - 12,314 Stock-based compensation - - - - - - - - 6,250 - 6,250 Preferred stock dividends - - - - - - - - ( 12,702 ) - ( 12,702 ) Net income - - - - - - - - - 3,450,336 3,450,336 Balance, March 31, 2025 25,000 250 - - 19,703 197 11,157,010 111,571 38,141,452 ( 60,405,015 ) ( 22,151,545 ) Shares issued for Series A redemptions - - - - - - 402,450 4,025 116,269 - 120,294 Shares issued for Series X dividends - - - - - - 33,347 333 11,981 - 12,314 Shares issued for settlement of Series D, notes payable, and accrued liabilities ( 25,000 ) ( 250 ) - - - - 150,000 1,500 41,035 - 42,285 Stock-based compensation - - - - - - - - 6,250 - 6,250 Preferred stock dividends - - - - - - - - ( 12,314 ) - ( 12,314 ) Net loss - - - - - - - - - ( 87,384 ) ( 87,384 ) Balance, June 30, 2025 - $ - - $ - 19,703 $ 197 11,742,807 $ 117,429 $ 38,304,673 $ ( 60,492,399 ) $ ( 22,070,100 ) See accompanying notes to these unaudited consolidated financial statements. 3 Table of Contents MITESCO, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Six Months Ended June 30, 2026 June 30, 2025 CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ ( 1,754,673 ) $ 3,362,952 Adjustments to reconcile net income to net cash used in operating activities: Amortization of intangible assets - 19,375 Amortization of debt discount 81,031 5,000 Day one interest expense for derivative liability 210,813 - Stock-based compensation 291,563 12,500 Accretion of Series A preferred recorded as interest expense 424,449 628,776 Loss on revaluation of Series A preferred 196,385 259,015 Gain on revaluation of derivative liabilities ( 133,277 ) ( 4,430,867 ) Gain on settlement of liabilities - ( 562,793 ) Changes in operating assets and liabilities: Accounts receivable ( 10,000 ) ( 3,600 ) Prepaid expenses 2,710 2,710 Accounts payable and accrued liabilities 144,831 574,752 Accrued interest 61,062 ( 33,333 ) Accrued interest - related parties - ( 22,547 ) Deferred revenue ( 10,000 ) - Net cash used in operating activities ( 495,106 ) ( 188,060 ) CASH FLOWS FROM INVESTING ACTIVITIES: Unsecured advances Net cash used in investing activities ( 55,000 ) - ( 55,000 ) - CASH FLOWS FROM FINANCING ACTIVITIES: Principal payments on SBA loan ( 13,767 ) ( 12,618 ) Proceeds from sale of Series A preferred stock - 100,000 Proceeds from notes payable 471,000 100,000 Net cash provided by financing activities 457,233 187,382 Net change in cash ( 92,873 ) ( 678 ) Cash at beginning of period 100,857 3,402 Cash at end of period $ 7,984 $ 2,724 Supplemental disclosure of cash flow information: Cash paid for interest $ 3,845 $ 1,616 Cash paid for taxes $ - $ - Supplemental disclosure of financing cash flow information: Preferred stock dividends $ 58,628 $ 25,016 Shares issued for Series X dividends $ 52,628 $ 24,628 Shares issued for redemption of Series A preferred stock $ 627,891 $ 928,497 Shares issued for settlement of Series D, notes payable, and accrued liabilities $ - $ 42,535 Derivative liability established as debt discount upon note issuance $ 346,000 $ - See accompanying notes to these unaudited consolidated financial statements. 4 Table of Contents MITESCO, INC. UNAUDITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2026 Note 1: Description of Business Company Overview Mitesco, Inc. (the “Company,” “we,” “us,” or “our”) was formed in the state of Delaware on January 18, 2012. On December 9, 2015, we restructured our operations and acquired Newco4pharmacy, LLC, a development stage company which sought to acquire compounding pharmacy businesses. As a part of the restructuring, we shut down our former business line. On April 24, 2020, we changed our name to Mitesco, Inc. In October 2023, the Company changed its domicile from Delaware to Nevada in order to effect reduced costs. From 2020 through 2022, our operations were focused on establishing general practice medical clinics utilizing nurse practitioners under The Good Clinic name and development and acquisition of telemedicine technology. We opened our first The Good Clinic in Minneapolis, Minnesota in the first quarter of 2021 and had six operating clinics during the year ended December 31, 2022, with two additional sites under contract. In the fourth quarter of fiscal 2022, we made the strategic decision to close the entire clinic operation and release our staff due to a lack of profitability. Current Business Operations We are a holding company seeking to provide products, services and technology. The Company currently operates through two primary business segments: its data center subsidiary, Centcore, and its software development division, Vero Technology Ventures (VTV). Centcore initially entered the market through a colocation agreement with a data center facility in Melbourne, Florida. However, the Company exited that arrangement in late 2025 due to operating costs that were no longer competitive within the evolving market environment. In the first quarter of fiscal 2026, Centcore announced a strategic focus on developing and operating smaller-footprint data centers, generally targeting facilities of approximately 10,000 square feet. Building on that strategy, the Company recently unveiled plans to deploy an edge computing network utilizing its proprietary TC/DC modular data center node design, which is intended for residential, rural, and office-based deployments. Vero Technology Ventures' operations are centered on the development and commercialization of software and artificial intelligence solutions. Its flagship AI platform, Robo Agent, is designed to enhance sales productivity and workflow automation, with its initial market focus on the residential real estate sector and future expansion planned into financial services and related industries. The Robo Agent initial prototype is in testing with a small group of agents with varying levels of experience and technical skills. In addition, VTV has developed Sportzfolio, a digital marketplace platform for the listing, marketing, and sale of sports-related properties and facilities. The platform supports a wide range of assets, including pickleball, golf, tennis, youth activity, and other specialized recreational properties. Sportzfolio is currently operational and features a user experience and property search functionality similar to leading online real estate marketplaces. Note 2: Going Concern As of June 30, 2026, the Company had cash and cash equivalents of approximately $ 8,000 , current liabilities of approximately $ 22.4 million, and has incurred significant losses from the previous clinic operations. The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding to execute its business plan. As a result of these factors, there is substantial doubt about the ability of the Company to continue as a going concern for one year from the date the financial statements are issued. The Company’s continuance is dependent on raising capital and generating revenues sufficient to sustain operations. However, as of the date of these consolidated financial statements, no formal agreement exists. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts classified as liabilities that might be necessary should the Company be forced to take any such actions. Note 3: Summary of Significant Accounting Policies Basis of Presentation – The consolidated financial statements are prepared in conformity with accounting principles accepted in the United States of America (“GAAP”). 5 Table of Contents The consolidated financial statements and related disclosures as of June 30, 2026, are unaudited, pursuant to the rules and regulations of the United States Securities and Exchange Commission (“ SEC ”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such rules and regulations. In our opinion, these unaudited financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for the fair statement of the results for the interim periods. These unaudited financial statements should be read in conjunction with the audited financial statements of the Company for the years ended December 31, 2025, and 2024 included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on April 15, 2026. The results of operations for the six months ended June 30, 2026, are not necessarily indicative of the results to be expected for the full year ended December 31, 2026. Principles of Consolidation – The accompanying consolidated financial statements include the accounts of Mitesco, Inc., and its wholly owned subsidiaries Mitesco NA, LLC, The Good Clinic, LLC, Vero Technology Ventures, LLC, and Centcore, LLC. In addition, we relied on the operating activities of certain legal entities in which we did not maintain a controlling ownership interest, but over which we had indirect influence and of which we were considered the primary beneficiary. These entities are typically subject to nominee ownership and transfer restriction agreements that effectively transfer the majority of the economic risks and rewards of their ownership to the Company. The Company’s management, restrictions and other agreements concerning such nominee-owned entities typically includes both financial terms and protective and participating rights to the entities’ operating, strategic and non-clinical governance decisions which transfer substantial powers over and economic responsibility for these entities to the Company. As such, the Company applies the guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810 – Consolidation (“ASC 810”), to determine when an entity that is insufficiently capitalized or not controlled through its voting interests, referred to as a variable interest entity should be consolidated. All intercompany balances and transactions have been eliminated. Use of Estimates - The preparation of these financial statements requires our management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and related notes. Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment. Revenue Recognition – The Company recognizes revenue in accordance with ASC 606 when it has satisfied the performance obligations under an arrangement with the customer reflecting the terms and conditions under which products or services will be provided, the fee is fixed or determinable, and collection of any related receivable is probable. ASC Topic 606, “Revenue from Contracts with Customers” establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: 1) identify the contract with a customer; 2) identify the performance obligations in the contract; 3) determine the transaction price; 4) allocate the transaction price to performance obligations in the contract; and 5) recognize revenue as the performance obligation is satisfied. Our revenues generally relate to data center services. Revenues are recorded during the period our obligations to provide services are satisfied. The Company’s performance obligation for its revenue stream is to provide the access to its data centers to the customer, and revenues associated with completed sales are recognized rateably over the contractual term as services are provided to the customer. There is no significant financing component to the Company’s sales. In September 2025 we received a contract for development of a new application intended to effect the listing and sale of properties and products specifically related to sports. We completed this project as of June 30, 2026, with the fee of $ 20,000 , which is recognized as revenue as all performance obligations under the contract have been satisfied. Capitalized Software Development Costs - S oftware development costs primarily consist of personnel costs. We capitalize software development costs upon the establishment of technological feasibility and prior to the availability of the product for general release to clients for software sold to third parties. During the six months ended June 30, 2026 and during the year ended December 31, 2025, no costs have been capitalized as we have not yet reached technological feasibility. We begin to amortize capitalized costs when a product is available for general release to clients. Amortization expense is determined on a product-by-product basis at a rate not less than straight-line basis over the software’s remaining estimated economic life. Software Research and Development Costs - Research and development costs are expensed as incurred and include compensation costs for engineering and product management personnel, third-party contractor expenses, software development tools and other expenses related to researching and developing new solutions or upgrading and enhancing existing solutions that do not qualify for capitalization. We expensed research and development costs of $ 136,678 during six months ended June 30, 2026 and $ 21,122 in 2025. 6 Table of Contents Segments - The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer. The CODM allocates resources and evaluates the performance of the Company at the consolidated level using information about its revenues, gross profit, and income from operations. All significant operating decisions are based upon an analysis of the Company as one operating segment, which is the same as its reporting segment. Per Share Data - Basic income (loss) per share is computed by dividing net loss by the weighted average number of common shares outstanding for the year. Diluted loss per share is computed by dividing net loss by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to warrants, options, and convertible instruments. The following table presents the effect of potential dilutive issuances for the six months ended June 30, 2026 and 2025: Three Months Ended Six Months Ended June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 Net income (loss) attributable to common stockholders $ ( 1,009,698 ) $ ( 99,698 ) $ ( 1,813,301 ) $ 3,337,936 Preferred stock dividends - 12,314 - 25,016 Derivative gain - ( 68,222 ) - ( 4,430,867 ) Interest expense associated with convertible debt - 19,372 - 38,531 Net loss for dilutive calculation $ ( 1,009,698 ) $ ( 136,234 ) $ ( 1,813,301 ) $ ( 1,029,384 ) Weighted average shares outstanding 20,249,376 11,305,362 18,745,550 10,543,075 Dilutive effect of preferred stock - - - - Dilutive effect of convertible debt - 3,185,100 - 3,185,100 Dilutive effect of common stock warrants - 40,767 - 40,767 Weighted average shares outstanding for diluted net income (loss) per share 20,249,376 14,531,229 18,745,550 13,768,942 During the three and six months ended June 30, 2026 the effect of 3,235,906 shares issuable upon the conversion of Series A preferred shares, 24,857,092 shares of common stock issuable upon conversion of notes, and 37,556 shares issuable upon exercise of warrants were anti-dilutive and are not included in the computation of dilutive earnings per share. Financial Instruments and Fair Values - The fair value of a financial instrument represents the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Fair value estimates are made at a specific point in time, based upon relevant market information about the financial instrument. In determining fair value, we use various valuation methodologies and prioritize the use of observable inputs. We assess the inputs used to measure fair value using a three-tier hierarchy based on the extent to which inputs used in measuring fair value are observable in the market: Level 1 – inputs include exchange quoted prices for identical instruments and are the most observable. Level 2 – inputs include brokered and/or quoted prices for similar assets and observable inputs such as interest rates. Level 3 – inputs include data not observable in the market and reflect management judgment about the assumptions market participants would use in pricing the asset or liability. The use of observable and unobservable inputs and their significance in measuring fair value are reflected in our hierarchy assessment. The carrying amount of cash, prepaid assets, accounts payable and accrued liabilities approximate fair value due to the short-term maturities of these instruments. Because cash and cash equivalents are readily liquidated, management classifies these values as Level 1. The fair value of the derivative liabilities approximates their book value as the instruments are short-term in nature and contain market rates of interest. Because there is no ready market or observable transactions, management classifies the derivative liabilities as Level 3. Derivative Financial Instruments Policy Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments and measurement of their fair value for accounting purposes. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt under ASC 470, the Company will continue its evaluation process of these instruments as derivative financial instruments under ASC 815. The Company applies the guidance in ASC 815-40-35-12 to determine the order in which each convertible instrument would be evaluated for derivative classification. The Company’s sequencing policy is to evaluate for reclassification those contracts with the earliest maturity date first. 7 Table of Contents Recent Accounting Standards In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, and in January 2025, the FASB issued ASU 2025-01, Clarifying the Effective Date (“ASU 2025-01”). The amendments are intended to enhance disclosures regarding an entity’s costs and expenses by requiring additional disaggregated information disclosures about certain income statement expense line items. The amendments, as clarified by ASU 2025-01, are effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the effect of this pronouncement on its disclosures. In July 2025, the FASB issued ASU 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). ASU 2025-05 amends ASC, Financial Instruments – Credit Losses (Topic 326) (“ASC Topic 326”) to simplify how entities measure credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC, Revenue from Contracts with Customers (Topic 606) (“ASC Topic 606”). This update allows entities to assume that current conditions as of the balance sheet date will remain unchanged for the remaining life of the asset when estimating expected credit losses. ASU 2025-05 is effective for interim and annual periods beginning after December 15, 2025. Early adoption is permitted. The Company adopted this standard effective January 1, 2026, which did not have a material impact on the Company’s consolidated financial statements. There are various other updates recently issued, most of which represent technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows. Note 4: Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consisted of the following at June 30, 2026, and December 31, 2025: June 30, December 31, 2026 2025 Trade accounts payable $ 3,801,270 $ 3,872,746 Accrued payroll and payroll taxes 252,437 154,437 Total accounts payable and accrued liabilities $ 4,053,707 $ 4,027,183 Note 5: Right to Use Assets and Lease Liabilities – Operating Leases The Company had operating leases for its clinics for which the Company is currently in negotiations with the Lessors to settle the remaining amounts owed after closing the clinic facilities. As of June 30, 2026 the Company had impaired all balances of the related right to use assets. Operating lease liabilities are summarized below: June 30, 2026 December 31, 2025 Lease liability $ 99,477 $ 99,477 Less: current portion ( 99,477 ) ( 99,477 ) Lease liability, non-current $ - $ - As a result of closing the facilities, the Company has made no further lease payments during the year ending December 31, 2025, or the six months ending June 30, 2026. As of June 30, 2026, the Company has either settled amounts owed or entered into default judgements for all leases except for the office lease, which we believe is nominal. For all leases for which a legal settlement has been entered into, all amounts have been reclassified to legal settlements as of June 30, 2026. See Note 12 for further details. Note 6: SBA Loan Payable PPP Loan Conversion to SBA Loan During March 2020, in response to the COVID-19 crisis, the federal government announced plans to offer loans to small businesses in various forms, including the Payroll Protection Program, or “PPP”, established as part of the Corona Virus Aid, Relief and Economic Security Act (“CARES Act”) and administered by the U.S. Small Business Administration (the “SBA”). On April 25, 2020, the Company entered an unsecured Promissory Note with Bank of America for a loan in the original principal amount of $ 460,400 , and the Company received the full amount of the loan proceeds on May 4, 2020 (the “PPP Loan”). The PPP Loan bears interest at the rate of 1 % per year. On July 12, 2023, the Company received confirmation of a payment plan arrangement from the SBA for total principal and interest due on the loan of $ 467,117 . Pursuant to this payment plan, the Company agreed to pay a minimum of $ 2,595 each month until the loan is paid in full in July 2038. The Company will amortize the balance due on the loan including interest at the original PPP loan rate of 1% per annum. During the six months ended June 30, 2026 the Company made principal payments of $ 13,767 on this loan and paid interest in the amount of $ 3,845 . The balance of the note was $ 354,034 and $ 367,801 as of June 30, 2026 and December 31, 2025, respectively. 8 Table of Contents The following table provides the maturities as of June 30, 2026: Amount owed for Fiscal year ending December 31, Principal 2026 (6 months remaining) $ 16,129 2027 27,870 2028 28,150 2029 28,433 2030 28,719 Thereafter 224,733 Total $ 354,034 Note 7: Notes Payable The following table summarizes the outstanding notes payable as of June 30, 2026 and December 31, 2025, respectively: June 30, 2026 December 31, 2025 Kishon Note $ 431,666 $ 431,666 2025 Bridge Notes 207,750 207,750 Total Notes Payable 639,416 639,416 Current Portion ( 639,416 ) ( 639,416 ) Long-term portion $ - $ - Kishon Note On May 10, 2022, the Company entered into a Securities Purchase Agreement (the “Kishon Agreement”) with Kishon Investments, LLC (“Kishon”) with respect to the sale and issuance to Kishon of: (i) an initial commitment fee in the amount of $ 159,259 in the form of 12,741 shares (the “Kishon Commitment Fee Shares”) of the Company’s Common Stock, (ii) a promissory note in the aggregate principal amount of $ 277,777 (the “Kishon Note”), and (iii) Common Stock Purchase Warrants to purchase 5,556 shares of the Company’s common stock (the “Kishon Warrants”). Should Kishon receive net proceeds of less than $159,259 from the sale of the Kishon Commitment Fee Shares, the Company will issue additional shares to Kishon or pay the shortfall amount to Kishon in cash. The terms of the Kishon Agreement resulted in the Company recording a derivative liability in the initial amount of $ 27,793 . The Kishon Note was issued in the principal amount of $ 277,777 for a purchase price of $ 250,000 resulting in an original issue discount of $ 27,777 . The Kishon Note has a due date of November 10, 2022 , and bears interest at the rate of 10 % per year for the first six months and 12 % thereafter. In the event of default as defined in the Kishon Note this rate will increase to 18 %, and the Kishon Note will become convertible at a price per share equal to the lowest trading price during the previous twenty trading days prior to the conversion date. The Kishon Note entered default status on November 11, 2022. The Kishon Commitment Fee Shares and Kishon Warrants resulted in a discount to the Kishon Note in the amount of $ 138,492 . As of June 30, 2026 and December 31, 2025, the discount has been amortized in full. During the year ended December 31, 2023, a default penalty in the amount of $ 138,889 and an additional fee in the amount of $ 15,000 were added to the principal amount of the Kishon Note. During the year ended December 31, 2024, as a result of the variable price of the conversion feature under the terms of default, the Company recorded an initial derivative liability of $ 100,551 upon bifurcating the conversion feature pursuant to ASC815. See Note 8 to these financials for further discussion. At June 30, 2026, principal and interest in the amount of $ 431,666 and $ 283,055 , respectively, were due on the Kishon Note. At December 31, 2025, principal and interest in the amount of $ 431,666 and $ 244,524 , respectively, were due on the Kishon Note. As of June 30, 2026, the note remains in default. 2025 Bridge Notes On May 6, 2025, the Company entered into a short term note payable agreement with one of its investors and received cash proceeds of $ 25,000 . The note is bears interest at 10 % per annum and matures 10 days after issuance, May 17, 2025. In the event of default, the Company is required to pay 120 % of the principal balance. On June 26, 2025, the note was exchanged for a 12 month note without penalty with an original issue discount of 5%, bears no interest on the unpaid principal balance of Notes unless and until an event of default has occurred and in the event of default, accrue interest at a rate equal to 15 % or, if less, the highest amount permitted by law payable from and after the occurrence and during the continuance of any event of default until the event of default is cured, and have a twelve month term. The total face value of the Notes in aggregate is $ 26,250 . An event of default includes, among others, failure to pay the debt on maturity date, breach of representation or warranty, occurrence of a material adverse event, failure to comply with reporting obligations with the Securities and Exchange Commission, or the loss of trading of Company’s common stock on the OTC Markets. In the event of default, the Notes are convertible at the election of the noteholder, into common stock of the Company at the average VWAP price for the preceding five business days but in no event can the holder elect to convert to the extent they would beneficially own more than 4.99 % of the outstanding shares. The obligations under the are guaranteed by the subsidiaries of the Company and include a pledge of the securities the Company’s subsidiaries and a first priority senior security interest in all the Company’s assets. Subsequent to June 30, 2026, the Company extended the note and received a waiver of event of default as of the original maturity date. See Note 14 subsequent event. 9 Table of Contents On May 19, 2025, the Company entered into Senior Secured 5% Original Issue Discount Promissory Notes with three of its institutional investors for gross proceeds of $ 75,000 . (“Notes”). The Notes are issued with an original issue discount (OID) of 5 %, which was charged to interest expense on day one, bear no interest on the unpaid principal balance of Notes unless and until an event of default has occurred and in the event of default, accrue interest at a rate equal to 15 % or, if less, the highest amount permitted by law payable from and after the occurrence and during the continuance of any event of default until the event of default is cured, and have a twelve month term. The total face value of the Notes in aggregate is $ 76,500 . An event of default includes, among others, failure to pay the debt on maturity date, breach of representation or warranty, occurrence of a material adverse event, failure to comply with reporting obligations with the Securities and Exchange Commission, or the loss of trading of Company’s common stock on the OTC Markets. In the event of default, the Notes are convertible at the election of the noteholder, into common stock of the Company at the average VWAP price for the preceding five business days but in no event can the holder elect to convert to the extent they would beneficially own more than 4.99 % of the outstanding shares. The obligations under the are guaranteed by the subsidiaries of the Company and include a pledge of the securities the Company’s subsidiaries and a first priority senior security interest in all the Company’s assets. On July 21, 2025, the Company entered into Senior Secured 5 % Original Issue Discount Promissory Notes with two of its institutional investors for gross proceeds of $ 100,000 . (“Notes”). The Notes are issued with an original issue discount (OID) of 5 %, which was charged to interest expense on day one, bear no interest on the unpaid principal balance of Notes unless and until an event of default has occurred and in the event of default, accrue interest at a rate equal to 15 % or, if less, the highest amount permitted by law payable from and after the occurrence and during the continuance of any event of default until the event of default is cured, and have a twelve month term. The total face value of the Notes in aggregate is $ 105,000 . An event of default includes, among others, failure to pay the debt on maturity date, breach of representation or warranty, occurrence of a material adverse event, failure to comply with reporting obligations with the Securities and Exchange Commission, or the loss of trading of Company’s common stock on the OTC Markets. In the event of default, the Notes are convertible at the election of the noteholder, into common stock of the Company at the average VWAP price for the preceding five business days but in no event can the holder elect to convert to the extent they would beneficially own more than 4.99 % of the outstanding shares. The obligations under the are guaranteed by the subsidiaries of the Company and include a pledge of the securities the Company’s subsidiaries and a first priority senior security interest in all the Company’s assets. Aggregate interest expense on the notes payable was $ 20,268 and $ 20,226 for the three months ended June 30, 2026 and 2025 respectively Aggregate interest expense on the notes payable was $ 38,531 and $ 44,151 for the six months ended June 30, 2026 and 2025, respectively. Accrued interest on notes payable was $ 283,055 and $ 244,524 for June 30, 2026, and December 31, 2025, respectively. Convertible Notes Payable On October 31, 2025, the Company entered into a Senior Secured 10 % Original Issue Discount Convertible Promissory Note with an institutional investor with a potential total funding of $ 1 million, with an initial funding of $ 250,000 . Under the terms of the 18 month note, the Company is obligated to repay a total of $ 275,000 as the note includes a 10 % original issue discount. The note bears no interest unless in default, and may be converted into common stock of the Company at $ 0.15 per share at any time after issuance, but in no event can the holder elect to convert to the extent they would beneficially own more than 4.99 % of the outstanding shares. The conversion rate is subject to adjustment for stock splits, dividends and other distributions. In the event the Company issues new securities with an issuance price lower than the conversion rate in effect, the conversion rate will be reduced to the lower of the issuance price or the VWAP on trading date following disclosure of the dilutive issuance. The note may be prepaid at 110 % of the then outstanding principal amount owed at the time of repayment. The obligations under the note are guaranteed by the subsidiaries of the Company and include a pledge of the securities the Company’s subsidiaries and a first priority senior security interest in all the Company’s assets. On December 19, 2025, the Company entered into a Senior Secured 10 % Original Issue Discount Convertible Promissory Note with an institutional investor with a potential total funding of $ 1 million, with an initial funding of $ 150,000 . Under the terms of the 18 month note, the Company is obligated to repay a total of $ 165,000 as the note includes a 10 % original issue discount. The note bears no interest unless in default, and may be converted into common stock of the Company at $ 0.15 per share at any time after issuance, but in no event can the holder elect to convert to the extent they would beneficially own more than 4.99 % of the outstanding shares. The conversion rate is subject to adjustment for stock splits, dividends and other distributions. In the event the Company issues new securities with an issuance price lower than the conversion rate in effect, the conversion rate will be reduced to the lower of the issuance price or the VWAP on trading date following disclosure of the dilutive issuance. The note may be prepaid at 110 % of the then outstanding principal amount owed at the time of repayment. The obligations under the note are guaranteed by the subsidiaries of the Company and include a pledge of the securities the Company’s subsidiaries and a first priority senior security interest in all the Company’s assets. On December 19, 2025, the Company entered into a Senior Secured 10 % Original Issue Discount Convertible Promissory Note with an institutional investor with a potential total funding of $ 1 million, with an initial funding of $ 100,000 . Under the terms of the 18 month note, the Company is obligated to repay a total of $ 110,000 as the note includes a 10 % original issue discount. The note bears no interest unless in default, and may be converted into common stock of the Company at $ 0.15 per share at any time after issuance, but in no event can the holder elect to convert to the extent they would beneficially own more than 4.99 % of the outstanding shares. The conversion rate is subject to adjustment for stock splits, dividends and other distributions. In the event the Company issues new securities with an issuance price lower than the conversion rate in effect, the conversion rate will be reduced to the lower of the issuance price or the VWAP on trading date following disclosure of the dilutive issuance. The note may be prepaid at 110 % of the then outstanding principal amount owed at the time of repayment. The obligations under the note are guaranteed by the subsidiaries of the Company and include a pledge of the securities the Company’s subsidiaries and a first priority senior security interest in all the Company’s assets. 10 Table of Contents On February 20, 2026, the Company entered into a third Senior Secured 10 % Original Issue Discount Convertible Promissory Note (the “February 2026 Bridge Note”) with two institutional investors with a potential total funding of $ 1 million, with an additional funding of $ 125,000 . Under the terms of the 18 month note, the Company is obligated to repay a total of $ 137,500 as the note includes a 10 % original issue discount. The note bears no interest unless in default and may be converted into common stock of the Company at $ 0.15 per share, but in no event can the holder elect to convert to the extent they would beneficially own more than 4.99 % of the outstanding shares. The conversion rate is subject to adjustment for stock splits, dividends and other distributions. The conversion rate is subject to adjustment for stock splits, dividends and other distributions. In the event the Company issues new securities with an issuance price lower than the conversion rate in effect, the conversion rate will be reduced to the lower of the issuance price or the VWAP on trading date following disclosure of the dilutive issuance. The obligations under the 2026 Bridge Note is guaranteed by the subsidiaries of the Company and include a pledge of the securities the Company’s subsidiaries and a first priority senior security interest in all the Company’s assets. On April 10, 2026 the Company entered into a convertible promissory note with an institutional investor, with a $ 50,000 purchase price. The note bears interest of 10 % and has a maturity date of 12 months from the date of the note. Under the terms of the note, the Company is obligated to repay a total of $ 60,500 as the note includes a 10 % original issue discount, in addition to a one-time interest charge of 10 % equal to $ 5,500 which is added to the principal balance. The note may be converted into common stock of the Company at the lessor of $ 0.15 per share or 65 % of the lowest trading price for the prior ten trading days, subject to certain adjustments, but in no event can the holder elect to convert to the extent they would beneficially own more than 4.99 % of the outstanding shares. The obligations under the 2026 Bridge Note is guaranteed by the subsidiaries of the Company and include a pledge of the securities the Company’s subsidiaries and a first priority senior security interest in all the Company’s assets. As a result of the variable conversion rate, the conversion feature must be separated from the note resulting in derivative liability accounting under ASC 815. The fair value of the derivative on the date of issuance was recorded as a debt discount up to the face value of the note with the excess being charged directly to interest expense. See further discussion under “Note 8. Derivative Liabilities.” The aggregate debt discount of $ 60,500 is being amortized to interest expense over the respective term of the note. On April 13, 2026 the Company entered into a convertible promissory note with an institutional investor, with a $ 50,000 purchase price, and has a maturity date of 12 months from the date of the note. Under the terms of the note, the Company is obligated to repay a total of $ 60,500 as the note includes a 10 % original issue discount, in addition to a one-time interest charge of 10 % equal to $ 5,500 which is added to the principal balance. The note may be converted into common stock of the Company at the lessor of $ 0.15 per share or 65 % of the lowest trading price for the prior ten trading days, subject to certain adjustments, but in no event can the holder elect to convert to the extent they would beneficially own more than 4.99 % of the outstanding shares. The obligations under the 2026 Bridge Note is guaranteed by the subsidiaries of the Company and include a pledge of the securities the Company’s subsidiaries and a first priority senior security interest in all the Company’s assets. As a result of the variable conversion rate, the conversion feature must be separated from the note resulting in derivative liability accounting under ASC 815. The fair value of the derivative on the date of issuance was recorded as a debt discount up to the face value of the note with the excess being charged directly to interest expense. See further discussion under “Note 8. Derivative Liabilities.” The aggregate debt discount of $ 60,500 is being amortized to interest expense over the respective term of the note. On April 23, 2026 the Company entered into a convertible promissory note with an institutional investor in the Company using the 2026 Bridge Note previously executed with other of its historical investors with a $ 50,000 purchase price, and has a maturity 12 months from the date of the note. Under the terms of the note, the Company is obligated to repay a total of $ 60,500 as the note includes a 10 % original issue discount, in addition to a one-time interest charge of 10 % equal to $5,500 which is added to the principal balance. The note may be converted into common stock of the Company at the lessor of $ 0.15 per share or 65 % of the lowest trading price for the prior ten trading days, subject to certain adjustments, but in no event can the holder elect to convert to the extent they would beneficially own more than 4.99 % of the outstanding shares. The obligations under the 2026 Bridge Note is guaranteed by the subsidiaries of the Company and include a pledge of the securities the Company’s subsidiaries and a first priority senior security interest in all the Company’s assets. As a result of the variable conversion rate, the conversion feature must be separated from the note resulting in derivative liability accounting under ASC 815. The fair value of the derivative on the date of issuance was recorded as a debt discount up to the face value of the note with the excess being charged directly to interest expense. See further discussion under “Note 8. Derivative Liabilities.” The aggregate debt discount of $ 60,500 is being amortized to interest expense over the respective term of the note. On May 29, 2026 the Company entered into a convertible promissory note with an institutional investor, with a $ 75,000 purchase price, which the Company received cash proceeds of $ 68,000 after the lender retained $ 7,000 for legal fees and has a maturity date of 12 months from the date of the note. Under the terms of the note, the Company is obligated to repay a total of $ 90,750 as the note includes a 10 % original issue discount, in addition to a one time interest charge of 10 % equal to $ 8,250 which is added to the principal balance. The note may be converted into common stock of the Company at the lessor of $ 0.15 per share or 65 % of the lowest trading price for the prior ten trading days, subject to certain adjustments, but in no event can the holder elect to convert to the extent they would beneficially own more than 4.99 % of the outstanding shares. The obligations under the note is guaranteed by the subsidiaries of the Company and include a pledge of the securities the Company’s subsidiaries and a first priority senior security interest in all the Company’s assets. As a result of the variable conversion rate, the conversion feature must be separated from the note resulting in derivative liability accounting under ASC 815. The fair value of the derivative on the date of issuance was recorded as a debt discount up to the face value of the note with the excess being charged directly to interest expense. See further discussion under “Note 8. Derivative Liabilities.” The aggregate debt discount of $ 90,750 is being amortized to interest expense over the respective term of the note. On May 29, 2026 the Company entered into a convertible promissory note with an institutional investor, with a $ 150,000 purchase price, which the Company received cash proceeds of $ 140,000 after the lender retained $ 10,000 for legal fees and has a maturity date of 12 months from the date of the note. Under the terms of the note, the Company is obligated to repay a total of $ 181,500 as the note includes a 10 % original issue discount, in addition to a one time interest charge of 10 % equal to $ 16,500 which is added to the principal balance. The note may be converted into common stock of the Company at the lessor of $ 0.15 per share or 65 % of the lowest trading price for the prior ten trading days, subject to certain adjustments, but in no event can the holder elect to convert to the extent they would beneficially own more than 4.99 % of the outstanding shares. The obligations under the 2026 Bridge Note is guaranteed by the subsidiaries of the Company and include a pledge of the securities the Company’s subsidiaries and a first priority senior security interest in all the Company’s assets. As a result of the variable conversion rate, the conversion feature must be separated from the note resulting in derivative liability accounting under ASC 815. The fair value of the derivative on the date of issuance was recorded as a debt discount up to the face value of the note with the excess being charged directly to interest expense. See further discussion under “Note 8. Derivative Liabilities.” The aggregate debt discount of $ 165,000 is being amortized to interest expense over the respective term of the note. 11 Table of Contents The following table provides the maturities of June 30, 2026 of the Companies notes and convertible notes payable: Amount owed for Fiscal year ending December 31, Principal 2026 (6 months remaining) $ 639,416 2027 1,141,250 2028 - 2029 - 2030 - Thereafter - Total $ 1,780,666 Aggregate amortization expense on the convertible notes payable was $ 71,904 and $ 81,031 for the three and six months ended June 30, 2026, respectively. Unamortized debt discount on the convertible notes payable was $ 431,878 as of June 30, 2026. Note 8: Derivative Liabilities Certain of the Company’s convertible notes and warrants contain features that create derivative liabilities. The pricing model the Company uses for determining fair value of its derivatives related to the Kishon note is the Monte Carlo Model while the bridge notes are valued using the black-scholes model. Valuations derived from these models are subject to ongoing internal and external verification and review. The model uses market-sourced inputs such as interest rates and stock price volatilities. Selection of these inputs involves management’s judgment and may impact net income. The derivative components of these notes are valued at issuance, at conversion, at restructuring, and at each period end. Derivative liability activity for the six months ended June 30, 2026, is summarized in the table below: December 31, 2025 $ 399,160 New derivative liability related to issuance of convertible notes 556,813 Gain on revaluation ( 133,277 ) June 30, 2026 $ 822,696 The following assumptions were used for the valuation of the derivative liability associated with this obligation: ● The stock price on the date of valuation represents the fair market value of the stock ● The notes convert with variable conversion prices based on percentages of the lowest trades over the prior 10- 20 trading days ● Assumed volatility of 232 % as of June 30, 2026 ● Assumed risk free rate of 3.98 % as of June 30, 2026 ● The holder would automatically convert the note immediately (based on ownership or trading volume limitations) if the registration were effective and the Company was not in default Note 9: Series A Preferred stock On October 28, 2024, the Company filed a Certificate of Designation, Preferences and Rights of the Series A Preferred Stock with the Nevada Secretary of State (the “Certificate of Designation”). The Company authorized 3,000,000 shares of Series A Preferred Stock, par value $ 0.01 per share. Each share of Series A Preferred Stock has a stated value equal to $ 25 . The Series A Shares may be converted into shares of common stock by dividing the stated value by $4.00 (the “Conversion Price”). The Series A Shares may be converted at the option of the holder at any time, or mandatorily by the Company if certain conditions set forth in the Certificate of Designation are met. Unless prior conversion has occurred, shares of Series A Preferred Stock will be redeemed by the Company, using Common Stock, or cash, 1/36 th of the remaining amounts monthly beginning in January 2025. The cash redemption shall be at 105% of the original price of Series A Preferred Stock (as adjusted) whereas Common Stock redemption shall be at a 10% discount to the average of the five lowest closing prices over a 30-trading day period. The Company intends to accrue the redemption shares monthly and issue any shares to be used thereunder quarterly to reduce its expense. Holders of shares of the Series A Preferred Stock are not entitled to receive any dividends, and the security bears no interest. The Series A Preferred Stock will rank, with respect to rights to the payment of dividends and the distribution of assets in the event of any liquidation, dissolution or winding up of the Company, (i) senior to all classes or series of the Company’s Common Stock except in relation to the Series X Preferred Stock, which ranks Pari passu to the Series A Preferred Stock, and to all other equity securities issued by the Company; and (ii) effectively junior to all existing and future indebtedness (including indebtedness convertible into our Common Stock or preferred stock) of the Company and to any indebtedness and other liabilities of (as well as any preferred equity interest held by others in) existing subsidiaries of the Company. In addition to any other rights provided by law, except where the vote or written consent of the holders of a greater number of shares is required by law or by another provision of the Articles of Incorporation, without first obtaining the affirmative vote at a meeting duly called for such purpose or the written consent without a meeting of the majority of the outstanding Series A Preferred Stock, voting together as a single class, the Company shall not: (a) amend or repeal any provision of, or add any provision to, its Articles of Incorporation or bylaws, or file any certificate of designations or certificate of amendment, if such action would adversely alter or change in any respect the preferences, rights, privileges or powers, or restrictions provided for the benefit, of the Series A Preferred Stock, regardless of whether any such action shall be by means of amendment to the Articles of Incorporation or by merger, consolidation or otherwise; or (b) without limiting the provisions of the Certificate of Designation, circumvent a right of the Series A Preferred Stock. 12 Table of Contents As a result of the mandatory redemption features requiring the Company to repay the Series A in either cash or shares of Common Stock of the Company, under ASC 480, the Company is required to record the full redemption value of the Series A preferred shares as a liability on the accompanying balance sheet. The Company has recorded the redemption value based on the 10 % premium required if the Company were to repay in shares of Common Stock due to the current expected cash flows of the Company. During the six months ended June 30, 2026, the Company redeemed 15,595 shares of Series A preferred for 5,151,063 shares of common stock with a fair value of $ 627,891 . During the three months ended June 30, 2026 and 2025, the Company recorded a loss on settlement of $ 94,652 and $ 8,038 , respectively related to the redemptions of the Series a preferred shares. During the six months ended June 30, 2026 and 2025, the Company recorded a loss on settlement of $ 196,385 and $ 259,015 , respectively related to the redemptions of the Series a preferred shares. During the three months ended June 30, 2026 and 2025, the Company recognized $ 198,697 and $ 302,360 , respectively, in interest expense related to the accretion of the Series A preferred shares based on the change in fair value. During the six months ended June 30, 2026 and 2025, the Company recognized $ 424,448 and $ 628,763 , respectively, in interest expense related to the accretion of the Series A preferred shares based on the change in fair value. The following table provides the maturities of Series A preferred stock redemptions at June 30, 2026: Series A Preferred Stock 2026 (6 months remaining) $ 9,015,830 2027 5,206,648 2028 5,347 2029 - 2030 and thereafter - Total future undiscounted redemption payments 14,227,825 Less: Interest ( 584,903 ) Present value of redemption payments 13,642,922 Current portion ( 11,619,154 ) Long term portion $ 2,023,768 Note 10: Stockholders ’ Equity (Deficit) Common Stock The Company has authorized 500,000,000 shares of common stock, par value $ 0.01 ; 20,940,597 were issued and outstanding at June 30, 2026. Issuance of Restricted Common Stock for Series X Preferred Stock Dividends During the six months ended June 30, 2026, the Company issued 321,479 shares of common stock for dividends payable on its Series X Preferred Stock as discussed in further detail below. The price per share used in determining the number of shares issued was the stock price on the 15 th day of each month to determine the number of shares issuable. Issuance of Restricted Common Stock for the Redemption of Series A Preferred Stock During the six months ended June 30, 2026, the Company issued 5,151,063 shares of its restricted common stock for the redemption of Series A shares as discussed in further detail above in Note 9. Equity Line of Credit On June 28, 2026, the Company entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) and a Registration Rights Agreement (the “Registration Rights Agreement”) with an institutional investor (the “Investor”), pursuant to which the Investor is committed to purchase up to $ 30 million of shares of the Company’s common stock (the “Total Purchase Commitment”). There are no issuances underlying the Equity Line of Credit as of this filing. Moreover, the Company may cancel this facility at any time upon ten (10) days written notice. In consideration for the Investor’s commitment to purchase shares of common stock under the Purchase Agreement, the Company has issued to the Investor a Convertible Promissory Note in the amount of $ 600,000 (the “Commitment Note”), which will be executed and become effective upon the use of the credit facility. Under the terms and subject to the conditions of the Purchase Agreement, the Company has the right, but not the obligation, to sell to the Investor, and the Investor is obligated to purchase, shares of common stock in an amount up to the Total Purchase Commitment. Sales under the Purchase Agreement will not commence until all of the conditions set forth in the Purchase Agreement have been satisfied, including that the Registration Statement (as defined herein) is declared effective by the Securities and Exchange Commission (the “SEC”) and the final Prospectus in connection therewith is filed. Thereafter, the Company may, subject to the satisfaction of certain additional conditions set forth in the Purchase Agreement, from time to time and in its sole discretion on any trading day that it selects provided, that the closing sale price of the common stock is equal to or greater than $ 0.01 and that all shares of common stock subject to all prior purchases have been properly delivered to the Investor in accordance with the Purchase Agreement, direct the Investor to purchase up to a number of shares of common stock equal to in the case of a fixed price purchase the lesser of (i) ninety percent ( 90 %) of the average of the VWAP as for the five (5) trading days immediately proceeding the applicable fixed price date for such fixed purchase and (ii) ninety percent ( 90 %) of the lowest sale price of a share of common stock on the applicable fixed purchase date for such fixed purchase during the full trading day on the eligible market on such applicable purchase date. The maximum fixed purchase amount shall be the lesser of (i) $ 250,000 and (ii) 20 million shares of common stock. In case of a VWAP Purchase, the lower of (i) the VWAP for the applicable VWAP purchase period during the applicable VWAP purchase date for such VWAP purchase, (ii) the lowest traded price of the common stock during the five trading days immediately proceeding the VWAP purchase date and (iii) the closing sale price of the common stock on such applicable VWAP purchase date for such VWAP purchase. The maximum amount for a VWAP purchase shall equal the lesser of (i) $ 250,000 , (ii) thirty percent ( 30 %) of the trading volume of the Company’s common stock on the eligible market during the applicable VWAP purchase period on the applicable VWAP purchase date and (iii) 300 percent ( 300 %) of the number of shares of common stock included in the fixed purchase notice delivered concurrently with such applicable VWAP purchase notice. 13 Table of Contents The Company will control the timing and amount of any sales of common stock to the Investor. The Purchase Price per share will be equitably adjusted for any reorganization, recapitalization, noncash dividend, stock split or any other similar transaction occurring after the date of the Purchase Agreement. Notwithstanding the foregoing, the Purchase Agreement prohibits the Company from directing the Investor to purchase any shares of common stock if those shares, when aggregated with all other shares of common stock then beneficially owned by the Investor and its affiliates, would result in the Investor and its affiliates having beneficial ownership at any single point in time of more than 4.99 % of the then total outstanding shares of common stock, as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and Rule 13d-3 thereunder. The Purchase Agreement prohibits the Company from entering into any other “equity line of credit,” “at the market offering” or other similar continuous offering in which the Company offers, issues or sells common stock or other equity securities at a future determined price. The Company may at any time terminate the Purchase Agreement without fee, penalty or cost upon one (1) trading day’s written notice. The Investor may also terminate the Purchase Agreement upon ten (10) trading day’s written notice under certain circumstances set forth in the Purchase Agreement. The Investor may not assign or transfer its rights and obligations under the Purchase Agreement. Pursuant to the Registration Rights Agreement, the Company agreed to register all shares of common stock issuable to the Investor under the Purchase Agreement (the “Registrable Securities”). The Company agreed to file an initial registration statement (the “Registration Statement”) with the SEC as soon as practicable, but in no event later than the forty-fifth (45th) calendar day after the date of the Registration Rights Agreement. If at any time all Registrable Securities are not covered by the Registration Statement, and if the Company desires to sell additional shares to the Investor under the Purchase Agreement, the Company shall then use its reasonable best efforts to file with the SEC one or more additional registration statements so as to cover all of the Registrable Securities not covered by the Registration Statement. Pursuant to the Registration Rights Agreement, the Company agreed to use its commercially reasonable efforts to cause the Registration Statement to become effective as soon as practicable after filing, but in no event later than the earlier of (i) the Sixtieth (60 th ) calendar day after the date of the Registration Rights Agreement, and (ii) the third (3rd) business day following the date the Company is notified by the SEC that the Registration Statement will not be reviewed. The Purchase Agreement and the Registration Rights Agreement contain customary representations, warranties, agreements and conditions to completing future sale transactions, indemnification rights and obligations of the parties. Actual sales of shares of common stock to the Investor will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions, the trading price of the common stock and determinations by the Company as to the appropriate sources of funding for the Company and its operations. The Investor has covenanted not to cause or engage in, in any manner whatsoever, any direct or indirect short selling or hedging of the Company’s common stock. As of June 30, 2026, the Company has not issued the $ 600,000 commitment note to the investor, and no sales of common stock have been made under the purchase agreement. Other Common stock Issuances During the six months ended June 30, 2026, the Company issued 375,000 shares to consultants for services performed with a fair value of $ 51,563 which was recorded as stock-based compensation. Preferred Stock We are authorized to issue 100,000,000 shares of Preferred Stock with such rights designations and preferences as determined by our Board of Directors. We have designated 3,000,000 shares of Series A Preferred (see Note 9), 10,000,000 shares of Series D Preferred, 10,000 shares of Series E Preferred, 140,000 shares of Series F Preferred, and 400,000 shares as Series X Preferred Stock. Series D Preferred Stock The Series D Preferred Stock has a par value of $ 0.01 per share, no stated maturity, a liquidation preference of 100% of the stated value plus accrued but unpaid dividends, accrued dividends at the rate of 6 % on $ 1.05 per share, and converts into common shares at a rate of $ 0.25 per share. The Series D ranks senior to all other preferred stock of the Company except in relation to the Series X Cumulative Redeemable Perpetual Preferred Stock and the Series A Redeemable Preferred Stock, which ranks Pari passu to the Series D Preferred Stock. Each holder of our Series D Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Series D preferred Stock held by such holder. The Company had no shares of Series D Preferred Stock outstanding at June 30, 2026. Series E Preferred Stock The number of shares of Series E designated is 10,000 and each share of Series E has a stated value equal to $ 1,000 . Each share of Series E Preferred Stock shall have a par value of $ 0.01 . There are 0 shares of Series E Preferred Stock outstanding at June 30, 2026. No shares of Series E Preferred Stock have ever been issued. 14 Table of Contents Series F Preferred Stock The number of shares of Series F Preferred Stock designated is 140,000 and each share of Series F Preferred Stock has par value of $ 0.01 , a liquidation preference of $ 1,000 and PIK dividends at 12 %. The Series F Preferred Stock will rank senior to the Corporation’s Common Stock and on parity with all Preferred Stock of the Corporation with terms specifically providing that such Preferred Stock rank on parity with the Series F Preferred Stock with respect to rights to the distribution of assets upon any liquidation, dissolution or winding up of the Corporation; and (iii) junior to all Preferred Stock of the Corporation with terms specifically providing that such Preferred Stock rank senior to the Series F Preferred Stock with respect to rights to the distribution of assets upon any liquidation, dissolution or winding up of the Company. Holders of shares of the Series F Preferred Stock are entitled to receive payment-in-kind dividends payable only in additional shares of Series F Preferred Stock (“PIK Dividends”) at rate of 12% per annum. There are no shares of Series F shares outstanding as of June 30, 2026. Series X Preferred Stock The Company has 51,703 shares of its 10 % Series X Cumulative Redeemable Perpetual Preferred Stock (the “Series X Preferred Stock”) outstanding as of June 30, 2026. The Series X Preferred Stock has a par value of $ 0.01 per share, no stated maturity, a liquidation preference of $ 25.00 per share, and will not be subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless the Company decides to redeem or otherwise repurchase the Series X Preferred Stock. The Series X Preferred Stock will rank senior to all classes of the Company’s common and preferred stock except in relation to the Series A Redeemable Preferred Stock, which ranks Pari passu to the Series X Preferred Stock, and accrues dividends at the rate of 10 % on $ 25.00 per share. The Company reserves the right to pay the dividends in shares of the Company’s common stock at a price equal to the closing stock price on the 15 th of each month. Each one share of the Series X Preferred Stock is entitled to 400 votes on all matters submitted to a vote of our shareholders. On April 20, 2026, the Company issued additional shares of its Series X Preferred stock whereby each director received $ 60,000 of Series X Preferred stock as a part of their compensation for FY2026. An aggregate of $ 180,000 or 7,200 shares of Series X were issued as a result. As of the date of issuance, the shares are fully earned and no additional service is required. On April 20, 2026, the Company issued additional shares of its Series X Preferred stock whereby a historical shareholder received $ 60,000 , or 2,400 shares of Series X Preferred stock as consideration for consulting services performed. As of the date of issuance, the shares are fully earned and no additional service is required. The Company accrued dividends in the amount of $ 32,314 , and $ 12,314 on the Series X Preferred Stock for the three months ended June 30, 2026 and 2025, respectively. The Company accrued dividends in the amount of $ 58,628 and $ 24,628 on the Series X Preferred Stock for the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026 and December 31, 2025, the Company had $ 32,314 and $ 26,314 in accrued dividends on the Series X Preferred Stock, respectively. Warrants The following table summarizes the warrants outstanding on June 30, 2026, and the related prices for the warrants to purchase shares of the Company’s common stock: Weighted Weighted Weighted average average average exercise exercise Range of Number of remaining price of Number of price of exercise warrants contractual outstanding warrants exercisable prices outstanding life (years) warrants exercisable warrants $ 25.00 5,556 0.86 $ 25.00 5,556 $ 25.00 $ 37.50 32,000 0.50 $ 37.50 32,000 $ 37.50 37,556 0.55 $ 35.65 37,556 $ 35.65 The following table summarizes the transactions involving options to purchase shares of the Company’s common stock: Shares Weighted- Average Exercise Price ($) Outstanding at December 31, 2025 37,556 $ 35.65 Granted - $ - Cancelled - $ - Exercised - $ - Outstanding at June 30, 2026 37,556 $ 35.65 At June 30, 2026, there was no intrinsic value on the issued or vested warrants. Note 11: Fair Value of Financial Instruments The following summarizes the Company’s derivative financial liabilities that are recorded at fair value on a recurring basis at June 30, 2026 and December 31, 2025. June 30, 2026 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ 822,696 $ 822,696 December 31, 2025 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ 399,160 $ 399,160 15 Table of Contents Note 12: Commitments and Contingencies Legal From time to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. The Company has a number of legal situations involved with the winding down of its clinic’s business activities. These include claims regarding certain construction contracts and cancellation of leases as noted below: Wayzetta Clinic On April 4, 2022, we entered into an agreement to open a clinic in Wayzata, Minnesota, which was expected to begin operations in the first quarter of 2023. The initial lease term was for 90 months. Fixed rent payments under the initial term were approximately $ 407,000 . In February 2023 this lease obligation was terminated and we agreed to pay a $ 25,000 termination fee. Nordhaus Clinic On November 1, 2020, we entered into an agreement to open a clinic in Minneapolis, Minnesota. The initial lease term is eight years . Fixed rent payments under the initial term are approximately $ 511,000 . On November 6, 2023, the Company received a termination notice from the landlord indicating the lease had been terminated. No additional claims have been received by the landlord and the Company believes no additional amounts are owed. Egan Clinic a.k.a. Vikings On October 14, 2021, we entered into an agreement to open a clinic in Eagan, Minnesota, which began operations in the fourth quarter of 2021. The initial lease term is for 96 months. Fixed rent payments under the initial term are approximately $ 767,000 . A Summary Judgment was granted on December 4, 2023, in the amount of $ 488,491 , and the entry of final judgment was entered on December 15, 2023, and the Company has released the property back to the leaseholder. St. Paul Clinic a.k.a. The Grove On August 31, 2021, we entered into an agreement to open a clinic in St. Paul, Minnesota, which began operations in the fourth quarter of 2021. The initial lease term is for 114 months. Fixed rent payments under the initial term are approximately $ 1,153,000 . A stipulation for Judgment was filed on December 21, 2023, in the amount of $415,266. The stipulated judgment includes $178,542 in unpaid back rent, $172,124 in resolution of mechanics’ liens, and $64,600 in attorneys’ fees. Final entry of judgment by the Court was entered against the Company on January 19, 2024, and the Company has released the property back to the leaseholder. St. Louis Park Clinic a.k.a. Excelsior & Grand On May 24, 2021, we entered into an agreement to open a clinic in St. Louis Park, Minnesota, which began operations in the third quarter of 2021. The initial lease term is seven years . Fixed rent payments under the initial term are approximately $ 673,000 . The Company agreed to and executed a Confession of Judgment in the amount of $ 425,351 on April 2, 2024, and has released the property back to the leaseholder. We received the fully executed and recorded judgement on April 10, 2024. Eden Prairie Clinic a.k.a. TP Elevate On June 8, 2021, we entered into an agreement to open a clinic in Eden Prairie, Minnesota, which began operation in the third quarter of 2021. The initial lease term is eight years . Fixed rent payments under the initial term are approximately $ 620,000 . The Company has surrendered possession of the property and is currently in negotiations for the amounts owed and is in the process of settling the remaining amounts owed. Maple Grove Clinic a.k.a. Arbor Lakes On October 8, 2021, we entered into an agreement to open a clinic in Maple Grove, Minnesota which began operation in the fourth quarter of 2021. The initial lease term is for 108 months. Fixed rent payments under the initial term are approximately $ 1,153,127 . On October 22, 2022, the Company entered into a settlement agreement with the leaseholder for $ 219,576 and the Company released the property back to the leaseholder. Radiant Clinic a.k.a. LMC Welton On September 9, 2021, we entered into an agreement to open a clinic in Denver, Colorado, which was expected to begin operation in the first quarter of 2023 but possession of which has been relinquished to the landlords. The initial lease term is for 90 months. Fixed rent payments under the initial term are approximately $ 782,000 . As of April 10, 2024, the Company has settled the amounts owed to the leaseholder and full resolution of all liens for approximately $ 530,000 and the Company has released the property back to the leaseholder. 16 Table of Contents Quincy Clinic a.k.a. 1776 Curtis On September 28, 2021, we entered into an agreement to open a clinic in Denver, Colorado, which was expected to begin operation in the first quarter of 2023 but possession of which has been relinquished to the landlords. The initial lease term is for 94 months. Fixed rent payments under the initial term are approximately $ 1,079,000 . A Final Judgment was granted on November 14, 2023, in the amount of $ 348,764 including interest, fees and other costs. The Company has released the property back to the leaseholder. The owner of the Quincy Clinic property filed before the same court, an action against the Company seeking to modify the final settlement for an additional $ 1,250,000 , including $ 350,000 which represent amounts paid to the contractor who was performing the build out, who had filed liens on the property. As of August 8th, 2025, we settled this matter by providing an additional judgment in the amount of $ 500,000 . The following table summarizes the status of our property settlements as noted above and the total settlement amounts as of June 30, 2026: LOCATION PROPERTY NAME ORIGINAL OBLIGATION SETTLEMENT AMOUNT DATE OF AWARD INTEREST RATE INTEREST ACCRUED ON SETTLEMENT TOTAL SETTLEMENT OBLIGATION TYPE OF SETTLEMENT WAYZETTA, MN WAZETTA BAY $ 407,000 $ 25,000 NA - - $ 25,000 CASH PAYMENT OBLIGATION EAGAN, MN VIKINGS $ 767,000 $ 488,491 12/7/2023 10 % $ 125,268 $ 613,759 DEFAULT JUDGEMENT ST. LOUIS PARK, MN EXCELSIOR $ 673,000 $ 425,350 5/22/2024 10 % $ 89,615 $ 514,965 DEFAULT JUDGEMENT ST. PAUL, MN CONTINENTAL 560 $ 1,153,000 $ 415,606 1/22/2024 10 % $ 101,340 $ 516,946 DEFAULT JUDGEMENT MAPLE GROVE, MN BUTTNICK $ 1,153,127 $ 219,000 10/3/2022 10 % $ 81,960 $ 300,960 SETTLEMENT AGREEMENT DENVER, CO RADIANT $ 782,000 $ 530,557 - - $ 530,557 DISMISSED DENVER, CO QUINCY $ 1,079,000 $ 848,764 11/14/2023 12 % 154,892 $ 1,003,656 DEFAULT JUDGEMENT TOTAL $ 6,014,127 $ 2,952,768 $ 553,075 $ 3,505,843 Administrative offices On June 24, 2021, we entered into an agreement to open an administrative office in St. Louis Park, Minnesota. The initial lease term is 2.5 years . Fixed rent payments under the initial term are approximately $ 244,000 . We have not received any claims as to the obligations under this sublease agreement and the business from which we were renting has not responded to communications from our attorneys who have attempted to establish a formal settlement agreement since we have abandoned the location more than a year ago. During the six months ending June 30, 2026 and 2025, the Company recorded interest expense of $ 118,307 and $ 97,539 , respectively related to the above settlements based on the statutory rates of the courts in the respective locations. Note 13: Income Taxes Deferred income taxes result from the temporary differences primarily attributable to amortization of intangible assets and debt discount and an accumulation of net operating loss carry forwards for income tax purposes with a valuation allowance against the carryforwards for book purposes. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Included in deferred tax assets are Federal and State net operating loss carryforwards of approximately $ 65.3 million and $ 20.2 million, respectively, which will expire through 2040. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Due to significant changes in the Company’s ownership, the Company’s future use of its existing net operating losses may be limited. For the six months ended June 30, 2026, the expected tax expense (benefit) based on the U. S. federal statutory rate is reconciled with the actual tax provision (benefit) as follows: For the Six Months Ended June 30, 2026 Expected tax at statutory rates Federal $ ( 368,000 ) 21 % State 172,000 ( 10 )% Permanent Differences ( 3,000 ) 0 % Temporary difference for derivative gain ( 28,000 ) 2 % Temporary difference for stock compensation 61,000 ( 3 )% Other 73,000 ( 4 )% Prior Year True-Ups - 0 % Current Year Change in Valuation Allowance Federal 171,000 ( 10 )% State ( 78,000 ) 4 % Income tax expense $ - 0 % Deferred income taxes reflect the tax impact of temporary differences between the amounts of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws and regulations. 17 Table of Contents Deferred income taxes include the net tax effects of net operating loss (NOL) carryforwards and the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. As of June 30, 2026 and December 31, 2025, significant components of the Company’s deferred tax assets are as follows: As of June 30, 2026 December 31, 2025 Deferred Tax Assets (Liabilities): Accrued payroll $ 46,000 $ 141,000 ASC842-ROU (Liability) 822,000 822,000 Loss from derivatives ( 31,000 ) ( 57,000 ) Stock based compensation ( 515,000 ) ( 460,000 ) Depreciation 3,000 3,000 Net operating loss 13,398,000 13,102,000 Net deferred tax assets (liabilities) 13,723,000 13,551,000 Valuation allowance ( 13,723,000 ) ( 13,551,000 ) Net deferred tax assets (liabilities) $ - $ - Note 14: Subsequent Events Series X Preferred Stock dividend payments for Q2 FY2026 In July 2026, the Company issued a total of 454,052 shares of restricted common stock for the payment of its dividends on its Series X Preferred shares for Q2 FY2026. The issuances will be as follows: Leath – 42,154 shares, Balencic – 42,154 shares, Valania – 21,078 shares, Mitchell – 21,078 shares, Clifton – 21,078 shares, Anglo Irish – 306,510 shares. Series A Preferred Stock redemptions for Q2 FY2026 In July 2026, the Company issued a total of 3,698,147 shares in redemption of its Series A Preferred Stock for Q2. The issuances were as follows: Pinz Capital – 389,296 shares, GS Capital – 1,026,089 shares (reduced from allowable to stay under 5 % in total holdings), Jefferson Street – 230,583 shares, AJB – 1,026,089 shares (reduced from allowable to stay under 5 % in total holdings), Cavalry/Mercer/CM – 1,254,142 shares in aggregate (reduced from allowable to stay under 5 % total holdings). These issuances resulted in the reduction of Series A Preferred stock of $ 199,075 , and the remaining outstanding face value, after giving effect to these issuances of the Series A Preferred shares, is $ 12,744,550 . Series X Preferred Stock issuances On July 21, 2026 the Company issued 2,400 shares of its Series X Preferred stock whose total face value is $ 60,000 to two of its Directors, each. The Company also issued 4,800 shares of its Series X Preferred shares to its CEO whose total face value is $ 120,000 . Lastly, we issued 2,400 shares of its Series X Preferred shares whose total face value $ 60,000 to an advisor to the Company for assistance on acquisitions. As a result of these issuances the Company now has 63,703 shares of its Series X Preferred stock outstanding. Other common stock issuances Subsequent to June 30, 2026 the Company issued 1,000,000 shares of restricted common stock each to five individuals for an aggregate of 5,000,000 shares, who have been advisors to the Company. Subsequent to June 30, 2026 the Company issued an aggregate of 3,100,000 shares of restricted common stock to four individuals who are responsible for its new Robo Agent software application as compensation for services. Subsequent to June 30, 2026 the Company issued 1,000,000 shares of restricted common stock to a consulting firm for additional software development of certain applications. Subsequent to June 30, 2026 the Company executed an Advisory Agreement with Dawson James Securities, and with that the issuance of 1,000,000 shares of restricted common stock as compensation. Additional compensation may be earned under the Agreement based on funding, mergers, or other activities. Subsequent to June 30, 2026 the Company issued 3,000,000 shares of restricted common stock to Anglo Irish Management, LLC, who has provided consulting and advisory services to the Board of Directors for compensation. Subsequent to June 30, 2026 the Company awarded each of the members of the Board of Directors 3,000,000 shares of restricted common stock as compensation. Subsequent to June 30, 2026 the Company amended the June 2025 Bridge Note and the July 21, 2025 note with an institutional investor, which had an original maturity date of 12 months after the issuance date. The amendment waives the event of default and extends the maturity date to September 1, 2026. No other terms of the notes were changed and no additional consideration was given by the Company for the amendment. Subsequent to June 30, 2026 the Company amended the two May 20, 2025 Bridge Notes and the July 22, 2025 Note with an institutional investors, which had an original maturity dates of 12 months after the issuance date. The amendment waives the event of default and extends the maturity date to December 31, 2026. No other terms of the notes were changed and no additional consideration was given by the Company for the amendment. On August 2, 2026 the Company entered into a convertible promissory note with an institutional investor with a $ 20,000 purchase price, and has a maturity of six months from the date of the note. Under the terms of the note, the Company is obligated to repay a total of $ 22,000 as the note includes a 10 % original issue discount. In addition the note shall accrue interest at a rate of 10 % per annum, and in the event of default the rate will increase to 15 %. In the event of default, the Notes are convertible at the election of the noteholder, into common stock of the Company at 70 % of the average VWAP price for the preceding five business days but in no event can the holder elect to convert to the extent they would beneficially own more than 4.99 % of the outstanding shares. On August 12, 2026, the Company entered into a short term note payable agreement for $ 125,000 with one of its investors and received cash proceeds of $ 100,000 . The note is issued with an original issue discount (OID) of 20 %, and bears interest at an annual rate of 10 % on the unpaid principal balance of Notes unless and until an event of default has occurred and in the event of default, accrue interest at a rate equal to 18 % or, if less, the highest amount permitted by law payable from and after the occurrence and during the continuance of any event of default until the event of default is cured. In addition, in the event of default, the balance of the note shall automatically increase to 130 % of the outstanding balance. On August 12, 2026, the Company entered into a short term note payable agreement for $ 75,000 with one of its investors and received cash proceeds of $ 60,000 . The note is issued with an original issue discount (OID) of 20 %, and bears interest at an annual rate of 10 % on the unpaid principal balance of Notes unless and until an event of default has occurred and in the event of default, accrue interest at a rate equal to 18 % or, if less, the highest amount permitted by law payable from and after the occurrence and during the continuance of any event of default until the event of default is cured. In addition, in the event of default, the balance of the note shall automatically increase to 130 % of the outstanding balance. 18 Table of Contents ITEM 2. MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS References to the “ Company, ” “ Mitesco, Inc., ” “ our, ” “ us ” or “ we ” refer to Mitesco, Inc. The following discussion and analysis of the Company ’ s financial condition and results of operations should be read in conjunction with the unaudited interim financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. Cautionary Note Regarding Forward-Looking Statements This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “ may, ” “ should, ” “ could, ” “ would, ” “ expect, ” “ plan, ” “ anticipate, ” “ believe, ” “ estimate, ” “ continue, ” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings. Company Overview Mitesco, Inc. (the “Company,” “we,” “us,” or “our”) was formed in the state of Delaware on January 18, 2012. On December 9, 2015, we restructured our operations and acquired Newco4pharmacy, LLC, a development stage company which sought to acquire compounding pharmacy businesses. As a part of the restructuring, we shut down our former business line. On April 24, 2020, we changed our name to Mitesco, Inc. In October 2023, the Company changed its domicile from Delaware to Nevada in order to effect reduced costs. Current Business Operations We are a holding company seeking to provide products, services and technology. The Company currently operates through two primary business segments: its data center subsidiary, Centcore, and its software development division, Vero Technology Ventures (VTV). Centcore initially entered the market through a colocation agreement with a data center facility in Melbourne, Florida. However, the Company exited that arrangement in late 2025 due to operating costs that were no longer competitive within the evolving market environment. In the first quarter of fiscal 2026, Centcore announced a strategic focus on developing and operating smaller-footprint data centers, generally targeting facilities of approximately 10,000 square feet. Building on that strategy, the Company recently unveiled plans to deploy an edge computing network utilizing its proprietary TC/DC modular data center node design, which is intended for residential, rural, and office-based deployments. Vero Technology Ventures' operations are centered on the development and commercialization of software and artificial intelligence solutions. Its flagship AI platform, Robo Agent, is designed to enhance sales productivity and workflow automation, with its initial market focus on the residential real estate sector and future expansion planned into financial services and related industries. In addition, VTV has developed Sportzfolio, a digital marketplace platform for the listing, marketing, and sale of sports-related properties and facilities. The platform supports a wide range of assets, including pickleball, golf, tennis, youth activity, and other specialized recreational properties. Sportzfolio is currently operational and features a user experience and property search functionality similar to leading online real estate marketplaces. The Robo Agent initial prototype is in testing with a small group of agents with varying levels of experience and technical skills. Management believes it will be able to create its first licensing in Q4 FY2026 as it rolls out its full production version in late FY2026. It is intended only to be licensed to major players, of which most are publicly held companies. The smaller players in the industry will be sold and supported by third parties who specialize in supporting that segment of the marketplace. The Robo Agent project has been strongly influenced by executives at one of the largest publicly held brokerages, who employs over 84,000 agents. The software will be running exclusively on the Company’s Centcore Data Center platform. Further, management believes the same user base can be engaged to deploy the new TC/DC edge computing platform aimed at residential and rural installations. The new data center effort is focused on edge computing and is moving forward with a small engineering group set to build the first units, dubbed TC/DC and establish standards for the larger scale assembly effort. An executive with extensive data center operations is heading the project and has been working with the Company on the design of the application software for managing the network and allocation of tasks. Management is believes it can place up to 10,000 units over 2 – 3 years using its real estate agent user base to place units at residential sites, including owners of public housing, with larger installations on ranch and rural properties, and sparsely used areas such as golf courses and schools. 19 Table of Contents The Company intends to deploy three (3) models of the TC/DC, one with (2) processors, one with (5) processors and one with (10) processors. While the initial design is contemplated using Apple’s A5 processors, it expects a second vendor version as well, likely with processors from AMD, or a similar provider. Since the whole concept is low power consumption, the evaluation of “tokens per kWh” is a key factor. (A token is the measurement of computing resources used in AI operations.) The unit resembles a conventional trash can (hence the “TC” in the name) with versions intended for inside a garage, fully weatherproofed for outdoor settings, and a version to go inside of a home. The internet connection may be made by satellite (i.e. Starlink), conventional internet (Comcast, etc.) or a private 5G radio link. The battery systems will be recharged by 110v or in some cases solar panels. Pulte Homes recently announced a prototype effort in a similar vein, though much more expensive and complicated than the TC/DC design. https://que.com/nvidia-pulte-help-startup-deploy-mini-data-centers-in-homes/ https://www.realtor.com/news/trends/nvidia-pultegroup-span-date-center-backyard/ The Company is currently working through its corporate real estate brokerage connections to explore similar relationships with other large-scale production home builders, and regional builders. Also, with its larger relationships, it is evaluating certain rural applications where a barn or utility building might house multiple units with significant “off grid” power from solar panels. The initial units are expected to cost around $10,000 each, dropping on volume over time. FY2024 Debt Restructuring From FY2021 until late FY2022 the Company invested in an operating subsidiary, The Good Clinic, which was developing a series of primary care healthcare facilities. In late FY2022, as a result of a lack of adequate revenues and limited funding, it ceased operations. As of June 30, 2024, the Company had over $30 million in senior securities, notes and accounts payable related to that discontinued operation. In order to clear those obligations management began a restructuring which involved negotiations to reduce the overall debt, converting certain accredited institutional investors into a newly created Series A Amortizing Preferred stock (“Series A Preferred”), and all others into restricted common stock using a price per share of $4.00. As of the date of this filing it has converted approximately $26 million of its obligations, representing approximately $21.7 million of its senior securities, and approximately $4.3 million of notes and accounts payable, into 2,628,179 shares of restricted Common Stock, and 562,998 Series A Preferred stock (before giving effect to redemptions made in Q1, Q2 and Q3 FY2025). The Series A Preferred stock is held by six (6) accredited institutional investors, while over 40 holders of obligations of the Company elected to receive common stock using the $4 per share valuation. Included in the above totals, effective December 31, 2024, the Company entered into Obligation Exchange Agreements pursuant to which it has converted $580,132, including $32,132 of principal and interest, of its 2024 Bridge Notes into Series A Preferred shares, which resulted in the issuance of 23,206 shares of Series A Preferred shares to three (3) of its institutional investor. This extinguishes $580,132 of its short-term debt. As of the date of this filing all FY2024 bridge notes have been extinguished. Further, during January 2025 the Company issued 4,000 shares of its Series A Preferred shares in consideration of an investment of $100,000 by three (3) of its institutional investors. As part of the restructuring, the Company agreed to register shares of Common Stock issued and to be issued to Series A Preferred Stockholders. Comparison of the Three Months Ended June 30, 2026, and 2025. Revenues We had revenues of $20,000 for the three months ended June 30, 2026, compared to $18,700 in the comparable period. The revenue for the three months ended June 30, 2026 were related to the development of a new software for a customer compared to the prior year which were related to our subsidiary Centcore, LLC, which provides data center services. Operating Expenses Our total operating expenses for the three months ended June 30, 2026, were $478,872. For the comparable period in 2025, the operating expenses were $370,454. The increase is the result of the Company’s focus on establishing future business opportunities as well as development of a software platform. Other Income and Expenses Interest expense was $561,525 for the three months ended June 30, 2026, compared to $358,607 for the comparable period in 2025. The increase was a result of the increased debt discount amortization related to the convertible notes and day one interest charges of $210,813 related to the derivative liabilities in excess of the face value. During the three months ended June 30, 2026, we recorded a gain on settlement of liabilities of $0, compared to $562,793 in the prior period. During the three months ended June 30, 2026, we recorded a gain on revaluation of derivative liabilities of $137,665, compared to $68,222 in the prior period. During the three months ended June 30, 2026 we recorded a loss on the settlement of Series A preferred shares of $94,652, compared to $8,038 in the prior period. 20 Table of Contents Comparison of the Six Months Ended June 30, 2026, and 2025. Revenues We had revenues of $20,000 for the six months ended June 30, 2026, compared to $35,700 in the comparable period. The revenue for the six months ended June 30, 2026 were related to the development of a new software for a customer compare to the prior year which were related to our subsidiary Centcore, LLC, which provides data center services. Operating Expenses Our total operating expenses for the six months ended June 30, 2026, were $831,801. For the comparable period in 2025, the operating expenses were $654,440. The increase is the result of the Company’s focus on establishing future business opportunities as well as development of a software platform. Other Income and Expenses Interest expense was $879,764 for the six months ended June 30, 2026, compared to $750,656 for the comparable period in 2025. The increase was a result of increased debt discount amortization and day one interest charges of $210,813 related to the derivative liabilities in excess of the face value. Interest expense – related parties was $0 for the six months ended June 30, 2026, compared to $2,297 in the prior period. The decrease was a result of reduced debt balances in the current period. During the six months ended June 30, 2026, we recorded a gain on settlement of liabilities of $0, compared to $562,793 in the prior period. During the six months ended June 30, 2026, we recorded a gain on revaluation of derivative liabilities of $133,277, compared to $4,430,867 in the prior period. During the six months ended June 30, 2026, we recorded a loss on revaluation of Series A preferred shares of $196,385, compared to $259,015 in the prior period. Liquidity and Capital Resources To date, we have not generated sufficient revenue from operations to support our operations. We have financed our operations through the sale of equity securities and short-term borrowings. As of August 17, 2026, we had cash of approximately $5,700 compared to cash of approximately $8,000 as of June 30, 2026. Our Company’s recurring losses from operations, negative cash flows from operations and our need to raise additional funding to finance our operations raise substantial doubt about our ability to continue as a going concern. Net cash used in operating activities was $495,106 for the six months ended June 30, 2026. This is the result of the development of its new software platforms and other administrative activities. Cash used in operations for the six months ended June 30, 2025 was $188,060. Net cash used in investing activities was the result of the Company advancing $55,000 in unsecured funds to an unrelated third party for the six months ended June 30, 2026 compared to no investing activities for the six months ended June 30, 2025. Net cash provided by financing activities for the six months ended June 30, 2026, was $457,233, compared to $187,382 for the six months ended June 30, 2025. Cash provided by financing activities for the six months ended June 30, 2026 was the result of cash proceeds from convertible promissory notes of $471,000, offset by the repayment of principal on the SBA loan in the amount of $13,767. Cash provided by financing activities for the six months ended June 30, 2025, was the result of cash proceeds from sales of Series A preferred shares of $100,000 and cash proceeds from notes payable of $100,000, offset by the repayment of principal on the SBA loan in the amount of $12,618. At June 30, 2026 we had the following current liabilities which are payable in cash: Accounts payable and accrued liabilities of $4.1 million; notes payable of $0.6 million; convertible notes payable of $0.7 million; SBA Loan Payable of $0.4 million; legal settlements of $3.5 million; accrued interest payable of $0.5 million; and other current liabilities of $0.2 million. We also have the following liabilities which are payable in stock: derivative liabilities of $0.8 million, Series A Preferred Stock liability of $11.6 million and preferred stock dividends payable of $0.03 million. The Company has relationships with a number of consultants who are assisting in the creation of the new business units. It is anticipated that this approach will continue indefinitely as it does not desire to create the overhead associated with a large employment force. 21 Table of Contents The following table summarizes the status of our property-related settlements as noted above and the total settlement amounts as of the date of the filing: LOCATION PROPERTY NAME ORIGINAL OBLIGATION SETTLEMENT AMOUNT DATE OF AWARD INTEREST RATE INTEREST ACCRUED ON SETTLEMENT TOTAL SETTLEMENT OBLIGATION TYPE OF SETTLEMENT WAYZETTA, MN WAZETTA BAY $ 407,000 $ 25,000 NA - - $ 25,000 CASH PAYMENT OBLIGATION EAGAN, MN VIKINGS $ 767,000 $ 488,491 12/7/2023 10 % $ 125,268 $ 613,759 DEFAULT JUDGEMENT ST. LOUIS PARK, MN EXCELSIOR $ 673,000 $ 425,350 5/22/2024 10 % $ 89,615 $ 514,965 DEFAULT JUDGEMENT ST. PAUL, MN CONTINENTAL 560 $ 1,153,000 $ 415,606 1/22/2024 10 % $ 101,340 $ 516,946 DEFAULT JUDGEMENT MAPLE GROVE, MN BUTTNICK $ 1,153,127 $ 219,000 10/3/2022 10 % $ 81,960 $ 300,960 SETTLEMENT AGREEMENT DENVER, CO RADIANT $ 782,000 $ 530,557 - - $ 530,557 DISMISSED DENVER, CO QUINCY $ 1,079,000 $ 848,764 11/14/2023 12 % 154,892 $ 1,003,656 DEFAULT JUDGEMENT TOTAL $ 6,014,127 $ 2,952,768 $ 553,075 $ 3,505,843 Critical Accounting Estimates Management uses various estimates and assumptions in preparing our financial statements in accordance with generally accepted accounting principles. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Accounting estimates that are the most important to the presentation of our results of operations and financial condition, and which require the greatest use of judgment by management, are designated as our critical accounting estimates. We have the following critical accounting estimates: ● Estimates and assumptions used in the valuation of derivative liabilities: Management utilizes a Monte Carlo model and the Black Scholes option pricing model to estimate the fair value of derivative liabilities. The models include subjective assumptions that can materially affect the fair value estimates. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Not applicable. ITEM 4. CONTROLS AND PROCEDURES. (a) Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Based on such an evaluation, the Company’s management has identified what it believes are material weaknesses in the Company’s disclosure controls and procedures and concluded that we did not have effective disclosure controls and procedures. The deficiencies in our disclosure controls and procedures included (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. 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. (b) Changes in Internal Control Over Financial Reporting There have been no changes 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 the six months ended June 30, 2026, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 22 Table of Contents PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The Company has a number of legal situations involved with the winding down of its clinic business activities. These include claims regarding certain construction contracts and cancellation of leases as noted below: LOCATION PROPERTY NAME ORIGINAL OBLIGATION SETTLEMENT AMOUNT DATE OF AWARD INTEREST RATE INTEREST ACCRUED ON SETTLEMENT TOTAL SETTLEMENT OBLIGATION TYPE OF SETTLEMENT WAYZETTA, MN WAZETTA BAY $ 407,000 $ 25,000 NA - - $ 25,000 CASH PAYMENT OBLIGATION EAGAN, MN VIKINGS $ 767,000 $ 488,491 12/7/2023 10 % $ 125,268 $ 613,759 DEFAULT JUDGEMENT ST. LOUIS PARK, MN EXCELSIOR $ 673,000 $ 425,350 5/22/2024 10 % $ 89,615 $ 514,965 DEFAULT JUDGEMENT ST. PAUL, MN CONTINENTAL 560 $ 1,153,000 $ 415,606 1/22/2024 10 % $ 101,340 $ 516,946 DEFAULT JUDGEMENT MAPLE GROVE, MN BUTTNICK $ 1,153,127 $ 219,000 10/3/2022 10 % $ 81,960 $ 300,960 SETTLEMENT AGREEMENT DENVER, CO RADIANT $ 782,000 $ 530,557 - - $ 530,557 DISMISSED DENVER, CO QUINCY $ 1,079,000 $ 848,764 11/14/2023 12 % 154,892 $ 1,003,656 DEFAULT JUDGEMENT TOTAL $ 6,014,127 $ 2,952,768 $ 553,075 $ 3,505,843 Quincy Clinic a.k.a. 1776 Curtis On September 28, 2021, we entered into an agreement to open a clinic in Denver, Colorado, which was expected to begin operation in the first quarter of 2023 but possession of which has been relinquished to the landlords. The initial lease term is 94 months. Fixed rent payments under the initial term are approximately $1,079,000. A Final Judgment was granted on November 14, 2023, in the amount of $348,764 including interest, fees and other costs. The Company has released the property back to the leaseholder. The owner of the Quincy Clinic property filed before the same court, an action against the Company seeking to modify the final settlement for an additional $1,250,000, including $350,000 which represent amounts paid to the contractor who was performing the build out, who had filed liens on the property. As of August 8th, 2025, we settled this matter by providing an additional judgment in the amount of $500,000. Administrative office On June 24, 2021, we entered into an agreement to open an administrative office in St. Louis Park, Minnesota. The initial lease term was 2.5 years. Fixed rent payments under the initial term were approximately $244,000. We believe that there is no further obligation in this situation, but we do not have such documented in writing at this time. Gardner Debt for Equity Agreement and other obligations The Company entered into a debt-for-equity exchange agreement with Gardner Builders Holdings, LLC (the “Creditor”) on January 7, 2022 (the “Agreement”). Pursuant to the Agreement, the Company issued shares of restricted common stock, par value $0.01 per share, of MITI (the “Restricted Shares”) to the Creditor in exchange for the Company Debt Obligations, as defined below. The Agreement settled certain accounts payable amounts owed by the Company to the Creditor (the “Accounts Payable Amount”) as well as then upcoming amounts that would become due between the date of the Agreement and April 1, 2022. The Agreement also settled incurred interest and penalties on the amounts due through January 5, 2022, as well as future interest payments on amounts to be incurred in the first quarter of 2022 (collectively, the “Additional Costs”, and combined with the Accounts Payable Amount, the “Company Debt Obligations”). The Accounts Payable Amount was $500,000, the Additional Costs were $294,912 and the conversion price was $12.50. As a result, 63,593 Restricted Shares were authorized to be issued. The Company’s Board of Directors approved the Agreement on January 5, 2022. Much of the amounts claimed by Gardner have been resolved by the settlements with the various leaseholders where Gardner had filed liens. During 2021 and through 2022 a total of $2,305,155 was paid by the Company directly to Gardner for their services. As of the date of this filing the Company is continuing an effort to negotiate a settlement of any remaining obligations to this vendor. ITEM 1A. RISK FACTORS Our business is subject to risks and events that, if they occur, could adversely affect our financial condition and results of operations and the trading price of our securities. In addition to the other information set forth in this quarterly report on Form 10-Q, you should carefully consider the factors described in Part I, Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission on April 15, 2026. There have been no material changes to the risk factors described in that report. ITEM 2. SALE OF UNREGISTERED SECURITIES During the period ending June 30, 2026 the Company made the following issuances of restricted common stock Issuance of Restricted Common Stock for Series X Preferred Stock Dividends During the three months ended June 30, 2026, the Company issued 222,142 shares of common stock for dividends payable on its Series X Preferred Stock Issuance of Restricted Common Stock for the Redemption of Series A Preferred Stock During the three months ended June 30, 2026, the Company issued 2,922,915 shares of its restricted common stock in order to redeem $201,400 of its Series A Preferred stock. 23 Table of Contents ITEM 3. DEFAULTS ON SENIOR SECURED SECURITIES Not Applicable. ITEM 4. MINE SAFETY DISCLOSURES Not Applicable. ITEM 5. OTHER INFORMATION Not Applicable . ITEM 6. EXHIBITS The following exhibits are included with this Quarterly Report on Form 10-Q. Form Type Exhibit Number Date Filed Filed 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 Amendment to the Certificate of Incorporation of Trunity Holdings, Inc., dated December 24, 2015. 8-K 3.1(i) 1/06/2016 3.5 Certificate of Designations of Series X Preferred Stock of True Nature Holding, Inc. 8-K 3.6 1/06/2020 3.6 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 3.7 Certificate of Amendment of the Certificate of Incorporation of True Nature Holding, Inc. dated April 21, 2020. 10-Q 3.7 8/14/2020 3.8 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 3.9 Bylaws of Mitesco, Inc., as amended, dated November 10, 2020 10-Q 3.9 11/13/2020 3.10 Certificate of Designations, Preferences and Rights of the Series C Convertible Preferred Stock of Mitesco, Inc. 8-K 3.1 03/26/2021 3.11 Certificate of Correction to the Certificate of Designations, Preferences and Rights of the Series C Convertible Preferred Stock of Mitesco, Inc. 8-K 3.2 03/26/2021 31.1 Certification by the Principal Executive 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 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 101.SCH ** Inline XBRL TAXONOMY EXTENSION SCHEMA 101.CAL ** Inline XBRL TAXONOMY EXTENSION CALCULATION LINKBASE 101.DEF ** Inline XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 101.LAB ** Inline XBRL TAXONOMY EXTENSION LABEL LINKBASE 101.PRE ** Inline XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 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. 24 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 Quarterly Report on Form 10-Q for the period ended June 30, 2026, to be signed on its behalf by the undersigned, thereunto duly authorized. MITESCO, INC. Dated: August 17, 2026 By: /s/ Brian Valania Brian Valania Chief Executive Officer and Chief Financial Officer 25