Mitesco, Inc.
For the period ended Dec 31, 2024. Filed Mar 31, 2025.
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FY2024 · Filed Mar 31, 2025
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Item 14. Principal Accountant Fees and Services
| PART IV | ||
|---|---|---|
| Item 15. | Exhibits | 76 |
SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION
As used in this Annual Report on Form 10-K (this “Annual Report”), unless indicated or the context requires otherwise, the terms the “Company”, “Mitesco” or “MITI” refer to Mitesco, Inc., and its subsidiaries.
In addition to historical information, this Annual Report contains forward-looking statements. The forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those reflected in such forward-looking statements. Factors that might cause such a difference include, but are not limited to, those discussed in the sections entitled “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date hereof. We undertake no obligation to revise or release the results of any revision of these forward-looking statements. Readers should carefully review the risk factors described in this Annual Report and in other documents that we file from time to time with the Securities and Exchange Commission (the “SEC” or the “Commission”).
You can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “proposed,” “intended,” or “continue” or the negative of these terms or other comparable terminology. You should read statements that contain these words carefully, because they discuss our expectations about our future operating results or our future financial condition or state other “forward-looking” information. There may be events in the future that we are not able to accurately predict or control. You should be aware that the occurrence of any of the events described in these risk factors and elsewhere in this Annual Report could harm our business, results of operations and financial condition, and that upon the occurrence of any of these events, the trading price of our securities could decline. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, growth rates, levels of activity, performance, or achievements.
Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this Annual Report.
We cannot give any guarantee that these plans, intentions, or expectations will be achieved. All forward-looking statements involve risks and uncertainties, and actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including those factors described in the “Risk Factors” section of this Annual Report. Moreover, new risks emerge from time to time, and it is not possible for our management to predict all risks, nor can we assess the impact of all risks on our business or the extent to which any risk, or combination of risks, may cause actual results to differ from those contained in any forward-looking statements. All forward-looking statements included in this Annual Report are based on information available to us on the date of this Annual Report. Except to the extent required by applicable laws or rules, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained throughout this Annual Report.
Special Notice Regarding the Worldwide Covid-19 Crisis
During the fiscal year ended December 31, 2024, there were many uncertainties regarding the current Novel Coronavirus (“COVID-19”) pandemic, including the scope of scientific and health issues, the anticipated duration of the pandemic, and the extent of local and worldwide social, political, and economic disruption. The COVID-19 pandemic has had far-reaching impacts on many aspects of the operations of the Company, directly and indirectly, including on consumer behavior, customer store traffic, our people, and the market generally. During the year ended December 31, 2024, we made the determination that COVID-19 possessed no continued serious risk to our employees and our business, and we returned to operating under pre-COVID-19 protocols.
Summary Risk Factors
Our business and our ability to execute our business strategy are subject to a number of risks of which you should be aware of before you decide to invest in our Company. The following is a summary of our key risks. A more detailed description of each of the risks can be found below in section entitled“Risk Factors”.
Risks Related to our Business
| ● | We are in the initial stages of our present business plan and have a limited historical performance for you to base an investment decision upon, and we may never become profitable. |
| ● | Disruption or breach of our security measures or those of our third-party data center hosting facilities, cloud computing platform providers or third-party service partners, or the underlying infrastructure of the Internet, and unauthorized access to obtain customer’s data, our data or our IT systems, could lead to curtailment of our customers who may stop using our services, and we may incur significant reputational harm, legal exposure and liabilities, or a negative financial impact. |
| ● | The success of our business is dependent on subscription and renewal of our services by customers. |
| ● | We may be unable to attract and retain sufficient numbers of qualified personnel. |
| ● | We may become involved in legal proceedings. |
| ● | We may not manage our strategy effectively. Rapid technological change in our industry present us with significant risks and challenges. |
| ● | We are in an intensely competitive industry and there is no assurance we will be able to compete with our competitors who have greater resources than us. |
Risks Related to our Financial Condition
| ● | There is substantial doubt about our ability to continue as a going concern. |
| ● | If we are unable to generate significant revenue, we may need to raise additional capital which may not be available to us on acceptable terms or at all. |
| ● | We may incur additional debt in the future which may contain restrictive covenants. |
| ● | We have identified weaknesses in our internal controls, and we cannot provide assurances that these weaknesses will be effectively remediated or that additional material weaknesses will not occur in the future. |
| ● | The issuance of additional shares of our Common Stock, or securities convertible into shares of our Common Stock, may dilute the percentage ownership of our existing stockholders and may make it more difficult to raise additional capital. |
| ● | Our operating results and liquidity needs could be negatively affected by market fluctuations and economic downturns |
| ● | Settlements with various leaseholders and vendors have created obligations that may hinder our ability to finance future operations |
Risks Related to Government Regulation
| ● | Privacy concerns and laws as well as evolving regulation of cloud computing, AI services, cross-border data transfer restrictions and other domestic regulations may limit the use and adoption of our services and adversely affect our business. |
| ● | Industry-specific regulations and other requirements and standards are evolving, and unfavorable industry-specific laws, regulations, interpretive positions or standards could harm our business. |
| ● | If the statutes and regulations in our industry change, we could be negatively impacted. |
Risks Related to Acquisitions
| ● | Acquisitions may subject us to liability with regard to the creditors, customers, and shareholders of the sellers. |
| ● | We may be unable to implement our strategy of acquiring companies. |
| ● | Future acquisitions may result in potentially dilutive issuances of equity securities, incurrence of additional indebtedness and increased amortization expenses. |
| ● | We face risks arising from acquisitions that we may pursue in the future. |
Risks Related to our Management
| ● | Our success is dependent, in part, on the performance and continued service of certain of our officers and directors. |
Related to Ownership of our Common Stock
| ● | Shares eligible for future sale may have adverse effects on our share price. |
| ● | If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline. |
| ● | Our stock price has fluctuated in the past, has recently been volatile and may be volatile in the future, and as a result, investors in our Common Stock could incur substantial losses. |
| ● | Because we may issue preferred stock without the approval of our shareholders and have other anti-takeover defenses, it may be more difficult for a third party to acquire us and could depress our stock price. |
| ● | Offers or availability for sale of a substantial number of shares of our Common Stock may cause the price of our Common Stock to decline. |
| ● | We do not intend to pay any cash dividends on our Common Stock in the near future therefore investors will not be able to receive a return on their shares unless they sell the shares at a higher price than their purchase price. |
| ● | Our Common Stock is often thinly traded and may prevent you from selling at or near asking prices, if at all. |
Risks Related to Cybersecurity
| ● | If our information technology systems or data, or those of third parties upon which we rely, are or were compromised, or are perceived to have been compromised, we could experience adverse consequences, including but not limited to regulatory investigations or actions; litigation; fines and penalties; disruptions of our business operations; reputational harm; loss of revenue or profits; loss of customers or sales; and other adverse consequences. |
| ● | We face the risk of unauthorized access to or breaches of our information systems. |
| ● | Operations and Finances may be impacted by a cybersecurity breach of our information system. |
| ● | We face challenges in detection and response of cybersecurity breaches. |
Additional Information
Our principal executive office is located at 505 Beachland Blvd., Suite 1-377, Vero Beach, Florida 32963. Our telephone number is (844) 383-8689. The SEC maintains an internet site on www.sec.gov where reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC are available. We file our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports with the SEC on the above-mentioned site. Our website is www.mitescoinc.com. The information contained therein or connected thereto is not intended to be incorporated into this filing.
We are a “smaller reporting company” as defined in the Exchange Act. We may take advantage of certain of the scaled disclosures available to smaller reporting companies so long as the market value of our voting and non-voting Common Stock held by non-affiliates is less than $250.0 million measured on the last business day of our most recently completed second fiscal quarter, or our annual revenue is less than $100.0 million during the most recently completed fiscal year and the market value of our Common Stock held by non-affiliates is less than $700.0 million measured on the last business day of our most recently completed second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may also make comparisons of our financial statements with other public companies difficult or impossible.
Part I
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.