Mitesco, Inc 10-Q for FY2025 Q3
Mitesco, Inc. (MITI)
About this 10-Q
Mitesco, Inc filed this 10-Q on November 13, 2025, covering the quarter ended September 30, 2025 (FY2025 Q3).
Headline figures
Quarter ended September 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $3000
- down 87.2% from $23.5K a year earlier
- Net loss
- $3.2M
- compared with net income of $2.08M a year earlier
- Diluted EPS
- -$0.27
- compared with $0.29 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
For the quarter ended
OR
For the transition period from to
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Table of Contents
| Page | |||
| PART I – FINANCIAL INFORMATION | |||
| Item 1. | Financial Statements (Unaudited) | ||
| Consolidated Balance Sheets as of September 30, 2025, and December 31, 2024 | 1 | ||
| Consolidated Statements of Operations for the three and nine months ended September 30, 2025, and 2024 | 2 | ||
| Consolidated Stockholder’s Deficit for the three and nine months ended September 30, 2025, and 2024 | 3 | ||
| Consolidated Statements of Cash Flows for the nine months ended September 30, 2025, and 2024 | 4 | ||
| Notes to Consolidated Financial Statements | 5 | ||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 20 | |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk. | 24 | |
| Item 4. | Controls and Procedures. | 24 | |
| PART II – OTHER INFORMATION | |||
| Item 1. | Legal Proceedings. | 25 | |
| Item 1A. | Risk Factors. | 26 | |
| Item 2. | Sale of Unregistered Securities. | 26 | |
| Item 3. | Defaults Upon Senior Secured Securities. | 26 | |
| Item 4. | Mine Safety Disclosures. | 26 | |
| Item 5. | Other Information. | 26 | |
| Item 6. | Exhibits. | 27 | |
| Signatures | 28 | ||
i
MITESCO, INC.
CONSOLIDATED BALANCE SHEETS
| September 30 | December 31, | |||||||
| 2025 | 2024 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Intangible assets, net | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Accrued interest | ||||||||
| Accrued interest - related parties | ||||||||
| Derivative liabilities | ||||||||
| Royalty payable | ||||||||
| Deferred revenue | ||||||||
| Lease liability - operating leases, current | ||||||||
| Notes payable | ||||||||
| Notes payable - related parties | ||||||||
| SBA loan payable | ||||||||
| Other current liabilities | ||||||||
| Preferred stock dividends payable - related parties | ||||||||
| Legal settlements | ||||||||
| Series A preferred stock liability, current | ||||||||
| Total current liabilities | ||||||||
| Series A preferred stock liability, non-current | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 15) | ||||||||
| Stockholders’ equity (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 31,427 shares designated Series X: | ||||||||
| Preferred stock, Series D, $ | ||||||||
| Preferred stock, Series F, $ | ||||||||
| Preferred stock, Series X, $ | ||||||||
| Common stock, $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity (deficit) | ( | ) | ( | ) | ||||
| Total liabilities and stockholders’ equity (deficit) | $ | $ | ||||||
See accompanying notes to these unaudited consolidated financial statements.
1
MITESCO, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| OPERATING EXPENSES: | ||||||||||||||||
| Cost of operations | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Software development | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Net loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| OTHER INCOME (EXPENSES): | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest expense - related parties | ( | ) | ( | ) | ( | ) | ||||||||||
| Gain on termination of operating lease | ||||||||||||||||
| Gain on settlement of notes payable | ||||||||||||||||
| Gain on settlement of accounts payable | ||||||||||||||||
| Loss on legal settlement | ( | ) | ( | ) | ||||||||||||
| Loss on revaluation of Series A Preferred | ( | ) | ( | ) | ||||||||||||
| Gain on revaluation of derivative liabilities | ( | ) | ||||||||||||||
| Total other income (expense) | ( | ) | ||||||||||||||
| Net income (loss) | ( | ) | ||||||||||||||
| Preferred stock dividends | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Preferred stock dividends - related parties | ( | ) | ( | ) | ( | ) | ||||||||||
| Net income (loss) available to common shareholders | $ | ( | ) | $ | ||||||||||||
| Basic Net income (loss) per common share | $ | ( | ) | $ | $ | $ | ||||||||||
| Dilutive Net income (loss) per common share | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Weighted average shares outstanding – Basic | ||||||||||||||||
| Weighted average shares outstanding – Diluted | ||||||||||||||||
See accompanying notes to these unaudited consolidated financial statements.
2
MITESCO, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 and 2024
(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, 2024 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||
| Shares issued for Series A redemptions | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||
| Shares issued for Series X dividends | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||
| Stock-based compensation | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||
| Preferred stock dividends | - | - | - | - | - | - | - | - | ( | ) | - | ( | ) | |||||||||||||||||||||||||||||||
| Net income | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||
| Balance, March 31, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Shares issued for Series A redemptions | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||
| Shares issued for Series X dividends | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||
| Shares issued for settlement of Series D, notes payable, and accrued liabilities | ( | ) | ( | ) | - | - | - | - | - | |||||||||||||||||||||||||||||||||||
| Stock-based compensation | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||
| Preferred stock dividends | - | - | - | - | - | - | - | - | ( | ) | - | ( | ) | |||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Shares issued for Series A redemptions | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||
| Shares issued for Series X dividends | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||
| Stock-based compensation | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||
| Preferred stock dividends | - | - | - | - | - | - | - | - | ( | ) | - | ( | ) | |||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Balance September 30, 2025 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||
| Shares issued for Series X dividends | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||
| Preferred stock dividends | - | - | - | - | - | - | - | - | ( | ) | - | ( | ) | |||||||||||||||||||||||||||||||
| Net income | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||
| Balance, March 31, 2024 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Shares issued for compensation | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||
| Series X shares issued for compensation | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Shares issued for Series X dividends | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||
| Preferred stock dividends | - | - | - | - | - | - | - | - | ( | ) | - | ( | ) | |||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Balance, June 30, 2024 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||
| Shares issued for conversion of account payable | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||
| Shares issued for conversion of notes payable and accrued interest | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||
| Shares issued for conversion of notes payable and accrued interest – related Parties | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||
| Shares issued for conversion of Series F preferred shares and accrued dividends | - | - | ( | ) | ( | ) | - | - | -- | |||||||||||||||||||||||||||||||||||
| Shares issued for conversion of Series D preferred shares and accrued dividends | ( | ) | ( | ) | - | - | - | - | - | |||||||||||||||||||||||||||||||||||
| Shares issued for conversion of Series X preferred shares | - | - | - | - | ( | ) | ( | ) | ( | ) | - | - | ||||||||||||||||||||||||||||||||
| Shares issued for Series X dividends | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||
| Shares issued as compensation | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||
| Preferred stock dividends | - | - | - | - | - | - | - | --- | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2024 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||
See accompanying notes to these unaudited consolidated financial statements.
3
MITESCO, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| Nine Months Ended | ||||||||
| September 30, 2025 | September 30, 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net income (loss) | $ | $ | ||||||
| Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
| Amortization of intangible assets | ||||||||
| Original issue discount charged to interest expense | ||||||||
| Stock-based compensation | ||||||||
| Accretion of Series A preferred recorded as interest expense | ||||||||
| Loss on revaluation of Series A preferred | ||||||||
| Gain on lease terminations | ( | ) | ||||||
| Gain on revaluation of derivative liabilities | ( | ) | ( | ) | ||||
| Gain on settlement of note payable | ( | ) | ||||||
| Gain on settlement of accounts payable | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Prepaid expenses | ||||||||
| Accounts payable and accrued liabilities | ( | ) | ||||||
| Deferred revenue | ||||||||
| Accrued interest | ||||||||
| Accrued interest - related parties | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Principal payments on SBA loan | ( | ) | ( | ) | ||||
| Proceeds from sale of Series A preferred stock | ||||||||
| Proceeds from notes payable | ||||||||
| Net cash provided by financing activities | ||||||||
| Net change in cash | ( | ) | ||||||
| Cash at beginning of period | ||||||||
| Cash at end of period | $ | $ | ||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for taxes | $ | $ | ||||||
| Supplemental disclosure of financing cash flow information: | ||||||||
| Preferred stock dividends | $ | $ | ||||||
| Shares issued for Series X dividends | $ | $ | ||||||
| Shares issued for redemption of Series A shares | $ | $ | ||||||
| Shares issued for settlement of Series D, notes payable, and accrued liabilities | $ | $ | ||||||
| Conversion of accounts payable to common stock | $ | $ | ||||||
| Conversion of notes payable to common stock | $ | $ | ||||||
| Conversion of notes payable to common stock - related party | $ | $ | ||||||
| Conversion of Series F Preferred Stock and accrued dividends to common stock | $ | $ | ||||||
| Conversion of Series D Preferred Stock and accrued dividends to common stock | $ | $ | ||||||
| Conversion of Series X Preferred Stock and accrued dividends to common stock | $ | $ | ||||||
See accompanying notes to these unaudited consolidated financial statements.
4
MITESCO, INC.
UNAUDITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025
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.
We are a holding company seeking to provide products, services and technology.
In June 2024 we announced the formation of two (2) new wholly owned business units, Centcore, LLC (“Centcore”) that is providing data center services including cloud computing and application hosting, and Vero Technology Ventures, LLC (“VTV”), whose aim is to seek investment and acquisition opportunities, generally in the areas of cloud computing and data center related applications.
Centcore has two (2) areas of focus. The first,
generic data center services, is aimed at hosting applications for a specific user, sometimes referred to as “managed services
offerings” or MSO, where the client moves the software licensed from various vendors, or internally developed, into our data center
where we maintain the computing, communications and backup environment. We currently offer services through a “co-location”
agreement with a data center based in Melbourne, Florida, which has relationships with eight (8) other data centers worldwide. Using
this approach, we have an ability to rapidly expand the size of our computing resources quickly, at minimal expense. Over time we expect
to create similar situations with other data centers worldwide based on our clients’ specific needs. We are also evaluating the
development of a network of smaller format (
We have retained experienced professionals in the data center, cyber security and infrastructure services areas to support our needs on a per hour basis, which we believe will allow us to control our costs relative to business activity, without significant staffing internally.
The Vero Technology Ventures (“VTV”) subsidiary is actively reviewing potential early-stage cloud computing solution vendors and is developing its own artificial intelligence (A.I.) based application set. VTV is currently involved with the formation of a new software development project aimed at applying artificial intelligence (A.I.) to the sales process for various businesses including residential real estate using cloud computing-based software. This initial effort dubbed “Robo Agent”, is expected to be available for initial users in Q4 of FY2025. Later versions may include similar functionality focused on other markets, generally in a “business to consumer” (B2C) selling situation.
In August 2025 we retained a highly qualified
executive to begin development of our Robo Agent product set on a consulting basis at a rate of $
There are several other projects in evaluation, generally aimed at software that would operate on a cloud computing platform such as that which the Company has in its Centcore Data Center.
5
Note 2: Going Concern
As of September 30, 2025, the Company had cash
and cash equivalents of approximately $
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”).
The consolidated financial statements and related disclosures as of September 30, 2025, 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 omitted pursuant to such rules and regulations. In our opinion, these unaudited consolidated 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 consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the years ended December 31, 2024, and 2023 included in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 31, 2025. The results of operations for the three and nine months ended September 30, 2025, are not necessarily indicative of the results to be expected for the full year ended December 31, 2025.
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.
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.
6
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 at a point in time when they are provided to the customer. There is no significant financing component to the Company’s
sales. In circumstances when a customer purchases multiple periods upfront, the Company defers the revenue until the performance obligation
has been satisfied. As of September 30, 2025 and December 31, 2024, the Company had $
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 income (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 three and nine months ended September 30, 2025 and 2024:
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 | |||||||||||||
| Net income (loss) attributable to common stockholders | $ | ( | ) | $ | $ | $ | ||||||||||
| Preferred stock dividends | ||||||||||||||||
| Derivative gain | ||||||||||||||||
| Interest expense associated with convertible debt | ( | ) | ||||||||||||||
| Net loss for dilutive calculation | ( | ) | ( | ) | ||||||||||||
| Weighted average shares outstanding | ||||||||||||||||
| Dilutive effect of preferred stock | ||||||||||||||||
| Dilutive effect of convertible debt | - | |||||||||||||||
| Dilutive effect of common stock warrants | ||||||||||||||||
| Weighted average shares outstanding for diluted net income (loss) per share | ||||||||||||||||
During the three and nine months ended September
30, 2025, the effect of
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.
7
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.
Recent Accounting Standards - In December 2023, the FASB issued Accounting Standard Updated (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands the disclosures required for income taxes. This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendment should be applied on a prospective basis while retrospective application is permitted. The Company adopted this standard effective January 1, 2025, which did not have a material impact on the Company’s condensed 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: Business Acquisition
On December 6, 2024, the Company entered into
an Exclusive Source Code License agreement (the “License Agreement”) between AgingTopic, LLC (“AgingTopic”) and
the Company where the Company has acquired, subject to certain payment milestones, the source code and business activities of AgingTopic,
which constitutes substantially all of AgingTopic’s assets utilized in the creation of advertising revenue from blog postings.
The entity that owns the business and source code is controlled by Ms. Amy Lance, the wife of Mack Leath. The agreement calls for a $
This acquisition closed on December 6, 2024.
The acquisition of AgingTopic is being accounted for as a business combination under ASC 805. The Company is continuing to gather evidence
to evaluate what identifiable intangible assets were acquired, such as a customer list, and the fair value of each, and expects to finalize
the fair value of the acquired assets within
Note 5: Intangible assets
The following table represents the balances of intangible assets as of September 30, 2025, and December 31, 2024;
| September 30, 2025 | December 31, 2024 | |||||||
| Website Domains | $ | $ | ||||||
| Total Intangible assets | ||||||||
| Accumulated Amortization – website domains | ( | ) | ( | ) | ||||
| Net intangible assets | $ | $ | ||||||
On December 6, 2024, the Company closed on its
acquisition of the AgingTopic Business and allocated the entire $
The following is an amortization analysis of the annual amortization of intangible assets on a fiscal year basis as of September 30, 2025:
| For the year ended December 31, | Amount | |||
| 2025 (3 months remaining) | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 and thereafter | ||||
| Total remaining intangibles amortization | ||||
The Company recorded amortization expense of $
8
Note 6: Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities consisted of the following at September 30, 2025, and December 31, 2024:
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Trade accounts payable | $ | $ | ||||||
| Accrued payroll and payroll taxes | ||||||||
| Total accounts payable and accrued liabilities | $ | $ | ||||||
Note 7: 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 September 30, 2025, the Company had impaired all balances of the related right to use assets.
Operating lease liabilities are summarized below:
| September 30, 2025 | December 31, 2024 | |||||||
| Lease liability | $ | $ | ||||||
| Less: current portion | ( | ) | ( | ) | ||||
| 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, 2024, or the nine months ending September 30, 2025. As of September 30, 2025, the Company has either settled amounts owed or entered into default judgements for all leases except for the office lease, noted in the above table, 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 September 30, 2025. See Note 15 for further details.
Note 8: 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 $
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 $
Note 9: Notes Payable
The following table summarizes the outstanding notes payable as of September 30, 2025, and December 31, 2024:
| September 30, 2025 | December 31, 2024 | |||||||
| Kishon Note | $ | $ | ||||||
| Finnegan Note 1 | ||||||||
| Finnegan Note 2 | ||||||||
| Finnegan Note 3 | ||||||||
| 2025 Bridge Notes | ||||||||
| Total Notes Payable | ||||||||
| Current Portion | ||||||||
| Long-term portion | $ | $ | ||||||
9
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 $
The Kishon Note was issued in the principal amount
of $
During the year ended December 31, 2023, a default
penalty in the amount of $
At September 30, 2025, principal and interest
in the amount of $
Finnegan Note 1
On May 23, 2022, the Company issued a
Finnegan Note 2
On May 26, 2022, the Company issued a
10
Finnegan Note 3
On August 4, 2022, the Company issued a
On April 24, 2025, the Company entered into an
Obligation Exchange Agreement with Finnegan whereby Finnegan agreed to settle the above notes, accrued interest and other obligations
in consideration of the issuance of
At September 30, 2025, all principal and accrued
interest were fully satisfied and retired on these notes. At December 31, 2024, principal and accrued interest in the amount of $
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 $
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 $
On July 21, 2025, the Company entered into Senior
Secured
Aggregate interest expense on the notes payable
was $
11
Note 10: Notes Payable – Related Parties
The following table summarizes the outstanding related party notes payable as of September 30, 2025, and December 31, 2024;
| September 30, 2025 | December 31, 2024 | |||||||
| Lindstrom Note | $ | |||||||
| Lindstrom Note 2 | ||||||||
| Notes Payable | ||||||||
| Current Portion, net of discount | $ | $ | ||||||
| Long-term portion, net of discount | $ | $ | ||||||
Lindstrom Note
On May 26, 2022, the Company issued a 10% Promissory
Note in the principal amount of $
Lindstrom Note 2
On November 29, 2022, the Company issued a promissory
note (the “Lindstrom Note 2”) in a related party transactions to Jenny Lindstrom, who was the Company’s former Vice
President and Chief Legal Officer. The Lindstrom Note 2 has a due date of May 28, 2023, and bears interest at the rate of
On April 24, 2025, the Company entered into an
Obligation Exchange Agreement with Lindstrom whereby Lindstrom agreed to settle the above notes, accrued interest and other obligations
in consideration of the issuance of
At September 30, 2025, all principal and accrued
interest were fully satisfied and retired on these notes. At December 31, 2024, there was principal and interest in the aggregate amount
of $
Aggregate interest expense on the notes payable
– related parties was $
12
Note 11: Derivative Liabilities
Certain of the Company’s convertible notes and warrants contain features that create derivative liabilities. The derivative components of these notes are valued at issuance, at conversion, at restructuring, and at each period end.
Derivative liability activity for the nine months ended September 30, 2025, is summarized in the table below:
| December 31, 2024 | $ | |||
| Gain on revaluation | ( | ) | ||
| September 30, 2025 | $ |
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 the percentages of the lowest trades over the prior 20 trading days | |
| ● | 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 12: 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
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, 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.
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
During the nine months ended September 30, 2025,
the Company issued
During the nine months ended September 30, 2025,
the Company redeemed
13
The following table provides the maturities of Series A preferred stock redemptions at September 30, 2025:
| Series A Preferred Stock | ||||
| 2025 | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 and thereafter | ||||
| Total future undiscounted redemption payments | ||||
| Less: Interest | ( | ) | ||
| Present value of redemption payments | ||||
| Current portion | ( | ) | ||
| Long term portion | $ | |||
Note 13: Stockholders’ Equity (Deficit)
Common Stock
The Company has authorized
During the nine months ended September 30, 2025,
the Company issued
During the nine months ended September 30, 2025,
the Company issued
During the nine months ended September 30, 2025,
the Company recorded stock-based compensation of $
During the nine months ended September 30, 2025,
the Company issued
During the nine months ended September 30, 2025,
the Company entered into Obligation Exchange Agreements with
Preferred Stock
We have authorized to issue
Series D Preferred Stock
The Series D Preferred Stock has a par value
of $
During the nine months ended September 30, 2025, into Obligation Exchange Agreements with Lindstrom whereby the outstanding Series D Preferred Stock and all accrued dividends were exchanged for shares of Company common stock.
The Company accrued dividends in the amount of
$
14
Series F Preferred Stock
The number of shares of Series F Preferred Stock
designated is
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.
The Series F Preferred Stock will be convertible into common stock of the Company upon the listing of the Company’s stock on any of the following trading markets: the NYSE, the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, or the Nasdaq Global Select Market. The conversion price will be calculated as 65% of the volume-weighted average price of the Company’s common stock on the conversion date. The number of shares issuable upon conversion will be calculated as the liquidation preference of the Series F Preferred stock plus any accrued but unpaid dividends divided by the conversion price.
There are no shares of Series F shares outstanding as of December 31, 2024, or September 30, 2025.
Series X Preferred Stock
The Company has
During the nine months ended September 30, 2025,
the Company issued
During the nine months ended September 30, 2025,
the Company issued
The Company accrued dividends in the amount of
$
Warrants
The Company has announced that it intends to
cancel all outstanding warrants, and certain language to complete this has been added to all documents related to the conversion of outstanding
debts, notes, accounts payable and other senior securities.
| 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 | |||||||||||||||||
| $ | ||||||||||||||||||||||
| $ | ||||||||||||||||||||||
| $ | $ | |||||||||||||||||||||
15
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, 2024 | $ | |||||||
| Granted | $ | |||||||
| Cancelled | ( | ) | $ | ( | ) | |||
| Exercised | $ | |||||||
| Outstanding at September 30, 2025 | $ | |||||||
At September 30, 2025, there was no intrinsic value on the issued or vested warrants.
Note 14: 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 September 30, 2025, and December 31, 2024.
| September 30, 2025 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Liabilities | ||||||||||||||||
| Derivative liabilities | $ | $ | $ | $ | ||||||||||||
| December 31, 2024 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Liabilities | ||||||||||||||||
| Derivative liabilities | $ | $ | $ | $ | ||||||||||||
16
Note 15: 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:
Nordhaus Clinic
On November 1, 2020, we entered into an agreement
to open a clinic in Minneapolis, Minnesota. The initial lease term is
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
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
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
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
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
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
17
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
The following table summarizes the status of our property 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 | $ | $ | $ | CASH PAYMENT OBLIGATION | |||||||||||||||||||||
| EAGAN, MN | VIKINGS | $ | $ | % | $ | $ | DEFAULT JUDGEMENT | |||||||||||||||||||
| ST. LOUIS PARK, MN | EXCELSIOR | $ | $ | % | $ | $ | DEFAULT JUDGEMENT | |||||||||||||||||||
| ST. PAUL, MN | CONTINENTAL 560 | $ | $ | % | $ | $ | DEFAULT JUDGEMENT | |||||||||||||||||||
| MAPLE GROVE, MN | BUTTNICK | $ | $ | % | $ | $ | SETTLEMENT AGREEMENT | |||||||||||||||||||
| DENVER, CO | RADIANT | $ | $ | $ | DISMISSED | |||||||||||||||||||||
| DENVER, CO | QUINCY(1) | $ | $ | % | $ | DEFAULT JUDGEMENT | ||||||||||||||||||||
| TOTAL | $ | $ | $ | $ | ||||||||||||||||||||||
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 . Fixed rent payments under
the initial term are approximately $
During the three and nine months ending September
30, 2025, the Company recorded interest expense of $
Note 16: 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 carryforwards 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 $
18
For the nine months ended September 30, 2025, 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 Nine Months Ended September 30, | ||||||||
| 2025 | ||||||||
| Expected tax at statutory rates | ||||||||
| Federal | $ | % | ||||||
| State | ( | ) | ( | )% | ||||
| Permanent Differences | ( | ) | ( | )% | ||||
| Temporary difference for derivative gain | ( | ) | ( | )% | ||||
| Temporary difference for stock compensation | % | |||||||
| Other | % | |||||||
| Current Year Change in Valuation Allowance | ||||||||
| Federal | % | |||||||
| State | ( | ) | ( | )% | ||||
| Income tax expense | $ | % | ||||||
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.
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 | ||||||||
| September 30, 2025 | December 31, 2024 | |||||||
| Deferred Tax Assets (Liabilities): | ||||||||
| Accrued payroll | $ | $ | ||||||
| ASC842-ROU (Liability) | ||||||||
| Loss from derivatives | ( | ) | ( | ) | ||||
| Stock based compensation | ( | ) | ( | ) | ||||
| Depreciation | ||||||||
| Net operating loss | ||||||||
| Net deferred tax assets (liabilities) | ||||||||
| Valuation allowance | ( | ) | ( | ) | ||||
| Net deferred tax assets (liabilities) | $ | $ | ||||||
Note 17: Subsequent Events
On October 31, 2025 the Company entered into a
Senior Secured
19
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.
In June 2024 we announced the formation of two (2) new wholly owned business units, Centcore, LLC (“Centcore”) that is providing data center services including cloud computing and application hosting, and Vero Technology Ventures, LLC (“VTV”), whose aim is to seek investment and acquisition opportunities, generally in the areas of cloud computing and data center related applications.
Centcore has two (2) areas of focus. The first, generic data center services, is aimed at hosting applications for a specific user, sometimes referred to as “managed services offerings” or MSO, where the client moves the software licensed from various vendors, or internally developed, into our data center where we maintain the computing, communications and backup environment. We currently offer services through a “co-location” agreement with a data center based in Melbourne, Florida, which has relationships with eight (8) other data centers worldwide. Using this approach, we have an ability to rapidly expand the size of our computing resources quickly, at minimal expense. Over time we expect to create similar situations with other data centers worldwide based on our clients’ specific needs. We are also evaluating the development of a network of smaller format (5,000 to 10,000 square foot) data centers inside of existing facilities. We believe that this approach may allow us to expand capacity with a minimal capital expenditure. The existing facilities we are targeting generally have sufficient power, often with a substation nearby. These types of buildings usually have backup generators, HVAC, water and security in a form that would support a data center environment.
We have retained experienced professionals in the data center, cyber security and infrastructure services areas to support our needs on a per hour basis, which we believe will allow us to control our costs relative to business activity, without significant staffing internally.
The Vero Technology Ventures (VTV) subsidiary is actively reviewing potential early-stage cloud computing solution vendors and is developing its own artificial intelligence (A.I.) based application set. VTV is currently involved with the formation of a new software development project aimed at applying artificial intelligence (A.I.) to the sales process for various businesses including residential real estate using cloud computing based software. This initial effort dubbed “Robo Agent”, is expected to be available for initial users in Q4 of FY2025. Later versions may include similar functionality focused on other markets, generally in a “business to consumer” (B2C) selling situation.
In August 2025 we retained a highly qualified executive to begin development of our Robo Agent product set on a consulting basis at a rate of $10,000 per month. We have also recruited three (3) additional contract programmers to accelerate the overall process. In September 2025 we received a contract for development of a new application intended to effect the listing and sale of properties and products specifically related to sports, and the pickleball arena initially. We expect this project to be executed using both internal and external resources and to be completed in late FY2024.
20
There are several other projects in evaluation, generally aimed at software that would operate on a cloud computing platform such as that which the Company has in its Centcore Data Center.
FY2024 Debt Restructuring
From FY2021 until late FY2022 the Company invested in an operating subsidiary, The Good Clinic, which was developing a series of primary care healthcare facilities. In late FY2022, as a result of a lack of adequate revenues and limited funding, it ceased operations. As of June 30, 2024, the Company had over $30 million in senior securities, notes and accounts payable related to that discontinued operation. In order to clear those obligations management began a restructuring which involved negotiations to reduce the overall debt, converting 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 over $25 million of its obligations, representing over $20 million of its senior securities, and over $2 million of notes and accounts payable, into 2,478,179 of restricted Common Stock, and 566,085 shares of Series A Preferred stock. 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 has entered into Obligation Exchange Agreements pursuant to which it has converted $580,132, including $32,132 of principal and interest, of its 2024 Bridge Notes into Series A Preferred shares, which resulted in the issuance of 23,206 shares of Series A Preferred shares to three (3) of its institutional 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 September 30, 2025, and 2024.
Revenues
We had revenues of $3,000 for the three months ended September 30, 2025, compared to $23,500 in the comparable period. The revenues were related to our newly formed subsidiary Centcore, LLC. We shifted much of our limited resources to our new software projects during Q3 and as a result we saw a reduction in data center revenue.
Operating Expenses
Our total operating expenses for the three months ended September 30, 2025, were $1,014,422. For the comparable period in 2024, the operating expenses were $239,742. The increase is the result of the Company’s focus on establishing the operations of its newly formed subsidiaries as well as development of a software platform in addition to stock-based compensation expense of $812,149 for the three months ended September 30, 2025 compared to $106,250 for the comparable period.
Other Income and Expenses
Interest expense was $386,699 for the three months ended September 30, 2025, compared to $50,979 for the comparable period in 2024. The increase was a result of the Series A preferred shares accretion and interest on the outstanding legal settlements.
Interest expense – related parties was $0 for the three months ended September 30, 2025, compared to $10,587 in the prior period. The decrease was a result of reduced debt balances in the current period.
21
During the three months ended September 30, 2024, we recorded a gain on settlement of operating lease liabilities of $636,485. There were no comparable transactions in the current period.
During the three months ended September 30, 2025, we recorded a loss on settlement of legal settlement of $500,000. There were no comparable transactions in the prior period.
During the three months ended September 30, 2024, we recorded a gain on settlement of notes payable of $693,768. There were no comparable transactions in the current period.
During the three months ended September 30, 2024, we recorded a gain on settlement of accounts payable of $1,024,583. There were no comparable transactions in the current period.
During the three months ended September 30, 2025, we recorded a loss on revaluation of derivative liabilities of $917,212. There were no comparable transactions in the prior period.
During the three months ended September 30, 2025, we recorded a loss on revaluation of Series A preferred shares of $387,638. There were no comparable transactions in the prior period.
Comparison of the Nine Months Ended September 30, 2025, and 2024.
Revenues
We had revenues of $38,700 for the nine months ended September 30, 2025, compared to $29,500 in the comparable period. The revenues were related to our newly formed subsidiary Centcore, LLC.
Operating Expenses
Our total operating expenses for the nine months ended September 30, 2025, were $1,668,862. For the comparable period in 2024, the operating expenses were $721,095. The increase is the result of the Company’s focus on establishing the operations of its newly formed subsidiaries as well as development of a software platform, in addition to stock-based compensation expense of $824,649 for the nine months ended September 30, 2025 compared to $388,250 for the comparable period.
Other Income and Expenses
Interest expense was $1,137,355 for the nine months ended September 30, 2025, compared to $159,206 for the comparable period in 2024. The increase was a result of the Series A preferred shares accretion and interest on the outstand legal settlements.
Interest expense – related parties was $2,297 for the nine months ended September 30, 2025, compared to $26,133 in the prior period. The decrease was a result of reduced debt balances in the current period.
During the nine months ended September 30, 2025, we recorded a gain on settlement of liabilities of $562,793. During the nine months ended September 30, 2024, we recorded a gain on settlement of accounts payable of $1,024,583.
During the nine months ended September 30, 2025, we recorded a loss on legal settlement of $500,000. There were no comparable transactions in the prior period.
During the nine months ended September 30, 2025, we recorded a gain on revaluation of derivative liabilities of $3,513,655. There were no comparable transactions in the prior period.
During the nine months ended September 30, 2025, we recorded a loss on revaluation of Series A preferred shares of $646,653. There were no comparable transactions 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 November 13, 2025, we had cash of approximately $55,000 compared to cash of approximately $300 as of September 30, 2025. This was as a result of our latest financing using the 2025 Bridge Notes (see subsequent events). Our Company’s recurring losses from operations and 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 $308,963 for the nine months ended September 30, 2025. This is the result of establishing the operations of the Company’s newly formed subsidiaries. Cash used in operations for the nine months ended September 30, 2024, was $399,775.
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The Company had no investing activities for the nine months ended September 30, 2025 and 2024.
Net cash provided by financing activities for the nine months ended September 30, 2025, was $305,882, compared to $428,759 for the nine months ended September 30, 2024. Cash provided by financing activities was the result of cash proceeds from sales of Series A preferred shares of $125,000 and cash proceeds from notes payable of $200,000, offset by the repayment of principal on the SBA loan in the amount of $19,118.
On October 31, 2025 the Company entered into a Senior Secured 10% Original Issue Discount Convertible Promissory Note (the “2025 Bridge Note”) financing agreement with one of our historical institutional investors, C/M Capital Master Fund, L.P. for a potential total funding of $1 million, with an initial funding with net proceeds of $250,000. Under the terms of the 18 month note the Company is obligated to repay a total of $275,000 as the note includes a 10% original issue discount. The note bears no interest unless in default and may be converted into common stock of the Company at $0.15 per share, subject to certain adjustments. The 2025 Bridge Notes may be prepaid at 110% of the outstanding principal amount owed at the time of repayment. The obligations under the 2025 Bridge Note are guaranteed by the subsidiaries of the Company and included a pledge of the securities the Company’s subsidiaries and first priority senior security interest in all the Company’s assets.
At September 30, 2025, we had the following current liabilities which are payable in cash: Accounts payable and accrued liabilities of approximately $4.3 million; notes payable of approximately $0.6 million; SBA Loan Payable of approximately $0.4 million; legal settlements of approximately $3.3 million; accrued interest payable of approximately $0.4 million; and other current liabilities of approximately $0.2 million and royalty payable of approximately $0.2 million. We also have the following liabilities which are payable in stock: derivative liabilities of approximately $1.2 million and Series A Preferred Stock liability of approximately $7 million.
The Series A Preferred Stock are accounted for as a liability 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. 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.
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.
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(1) | 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 | % | $ | 88,731 | $ | 577,222 | DEFAULT JUDGEMENT | |||||||||||||
| ST. LOUIS PARK, MN | EXCELSIOR | $ | 673,000 | $ | 425,350 | 5/22/2024 | 10 | % | $ | 57,801 | $ | 483,151 | DEFAULT JUDGEMENT | |||||||||||||
| ST. PAUL, MN | CONTINENTAL 560 | $ | 1,153,000 | $ | 415,606 | 1/22/2024 | 10 | % | $ | 70,254 | $ | 485,860 | DEFAULT JUDGEMENT | |||||||||||||
| MAPLE GROVE, MN | BUTTNICK | $ | 1,153,127 | $ | 219,000 | 10/3/2022 | 10 | % | $ | 65,580 | $ | 284,580 | SETTLEMENT AGREEMENT | |||||||||||||
| DENVER, CO | RADIANT | $ | 782,000 | $ | 530,557 | - | - | $ | 530,557 | DISMISSED | ||||||||||||||||
| DENVER, CO | QUINCY | $ | 1,079,000 | $ | 848,764 | 11/14/2023 | 12 | % | 87,699 | $ | 936,463 | DEFAULT JUDGEMENT | ||||||||||||||
| TOTAL | $ | 6,014,127 | $ | 2,952,768 | $ | 370,066 | $ | 3,322,834 | ||||||||||||||||||
Note (1): accrued interest has been calculated through September 30, 2025.
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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 lattice model to estimate the fair value of derivative liabilities. The model includes 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 segregation of duties and (ii) lack of sufficient resources to ensure that information required to be disclosed by the Company in the reports that the Company files or submits to the SEC are recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms.
The Company intends to take corrective action to ensure that information required to be disclosed by the Company pursuant to the reports that the Company files or submits to the SEC is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
| (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 three months ended September 30, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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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(1) | 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 | % | $ | 88,731 | $ | 577,222 | DEFAULT JUDGEMENT | |||||||||||||
| ST. LOUIS PARK, MN | EXCELSIOR | $ | 673,000 | $ | 425,350 | 5/22/2024 | 10 | % | $ | 57,801 | $ | 483,151 | DEFAULT JUDGEMENT | |||||||||||||
| ST. PAUL, MN | CONTINENTAL 560 | $ | 1,153,000 | $ | 415,606 | 1/22/2024 | 10 | % | $ | 70,254 | $ | 485,860 | DEFAULT JUDGEMENT | |||||||||||||
| MAPLE GROVE, MN | BUTTNICK | $ | 1,153,127 | $ | 219,000 | 10/3/2022 | 10 | % | $ | 65,580 | $ | 284,580 | SETTLEMENT AGREEMENT | |||||||||||||
| DENVER, CO | RADIANT | $ | 782,000 | $ | 530,557 | - | - | $ | 530,557 | DISMISSED | ||||||||||||||||
| DENVER, CO | QUINCY | $ | 1,079,000 | $ | 848,764 | 11/14/2023 | 12 | % | 87,699 | $ | 936,463 | DEFAULT JUDGEMENT | ||||||||||||||
| TOTAL | $ | 6,014,127 | $ | 2,952,768 | $ | 370,066 | $ | 3,322,834 | ||||||||||||||||||
Note (1): accrued interest has been calculated through September 30, 2025.
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 property has filed before the same court, an action against the Company (Case No. 2022 CV 33173, Division: 409, Consolidated with 2022CV33653) seeking to modify the final settlement for an additional $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 October 31, 2025 the Company entered into a Senior Secured 10% Original Issue Discount Convertible Promissory Note (the “2025 Bridge Note”) financing agreement with one of our historical institutional investors, C/M Capital Master Fund, L.P. for a potential total funding of $1 million, with an initial funding with net proceeds of $250,000. Under the terms of the 18 month note the Company is obligated to repay a total of $275,000 as the note includes a 10% original issue discount. The note bears no interest unless in default and may be converted into common stock of the Company at $0.15 per share, subject to certain adjustments. The 2025 Bridge Notes may be prepaid at 110% of the outstanding principal amount owed at the time of repayment. The obligations under the 2025 Bridge Note are guaranteed by the subsidiaries of the Company and included a pledge of the securities the Company’s subsidiaries and first priority senior security interest in all the Company’s assets.
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.
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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, 2024, filed with the Securities and Exchange Commission on September 30, 2025. There have been no material changes to the risk factors described in that report.
ITEM 2. SALE OF UNREGISTERED SECURITIES
During the period ending September 30, 2025, 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 September 30, 2025, the Company issued 99,336 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
On September 30, 2025, the Company issued 2,025,910 shares of its restricted common stock in order to redeem $257,700 of its Series A Preferred stock, effective September 30, 2025.
Issuance of Restricted Common Stock for compensation
During the three months ended September 30, 2025, the Company issued 1,225,000 shares to consultants for services performed with a fair value of $252,150 which was recorded as stock-based compensation.
ITEM 3. DEFAULTS ON SENIOR SECURED SECURITIES
Not Applicable.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
ITEM 5. OTHER INFORMATION
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ITEM 6. EXHIBITS
The following exhibits are included with this Quarterly Report on Form 10-Q.
| # | Management contract or compensatory plan or arrangement required to be identified pursuant to Item 15(a)(3) of this report. |
27
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 September 30, 2025, to be signed on its behalf by the undersigned, thereunto duly authorized.
| MITESCO, INC. | ||
| Dated: November 13, 2025 | By: | /s/ Mack Leath |
| Mack Leath | ||
| Chief Executive Officer, Chief Financial Officer and Principal Financial Officer | ||
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EXHIBIT 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
AND PRINCIPAL FINANCIAL OFFICER
PURSUANT TO RULE 13a-14 OR RULE 15d-14 OF THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Mack Leath, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Mitesco, Inc.; |
| 2. | Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; |
| 4. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and |
| d) | Disclosed in this quarterly report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: November 13, 2025
| /s/ Mack Leath | |
| Mack Leath | |
| Chief Executive Officer, Chief Financial Officer and Principal Executive Officer |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Mitesco, Inc. (the “Company”) on Form 10-Q for the six months ended September 30, 2025, as filed with the Securities and Exchange Commission on the date hereof, I, Mack Leath, Chief Executive Officer, Chief Financial Officer, and Director of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
| 1. | The quarterly report on Form 10-Q fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: November 13, 2025
| /s/ Mack Leath | |
| Mack Leath | |
| Chief Executive Officer, Chief Financial Officer, and Principal Executive Officer |