Mitesco, Inc.
For the period ended Mar 31, 2025. Filed May 15, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 15, 2025
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-11-25.
0001185185-24-001173
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-15.
0001185185-25-000491
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 62 previous paragraphs and 43 current paragraphs.
12 unchanged; 16 reworded; 14 added; 31 removed; 3 previous and 1 current paragraphs rearranged.
Tables are not compared: 2 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (14)
Current report
Company Overview
Current report
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 report
Current Business Operations
Current report
The Vero Technology Ventures arm 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 Q3 of FY2025. Later versions may include similar functionality focused on other markets, generally in a “business to consumer” (B2C) selling situation.
Current report
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.
Current report
FY2024 Debt Restructuring
Current report
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.
Current report
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.
Current report
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.
Current report
As part of the restructuring, the Company agreed to register shares of Common Stock issued and to be issued to Series A Preferred Stockholders.
Current report
Advisory Board
Current report
The Board of Directors authorized the creation of a new Advisory Board whose participants shall include subject matter experts in certain business areas under consideration by the Company. These positions are “non-executive” and as such are not governed by Section 16 of the Securities Act. The members of the advisory board do not have the authority to vote on matters brought to the Board of Directors and may only attend a meeting of the board of directors if they are invited. Also, the members of the advisory board are not bound by fiduciary duties and are not entitled to indemnification.
Current report
The compensation for the participants shall be $60,000 per year, paid through the issuance of restricted common stock. The per share valuation to be used shall be determined by the Board of Directors based on the market of the Company’s common stock at the time of the appointment. For all appointments in FY2024 the valuation used was $.80 per share, resulting in the issuance of 75,000 shares of restricted common stock to each participant. The members of the advisory board do not have the authority to vote on matters brought to the board of directors and may only attend a meeting of the board of directors if they are invited. Also, the members of the advisory board are not bound by fiduciary duties and are not entitled to indemnification.
Current report
Interest expense was $392,049 for the three months ended March 31, 2025, compared to $46,130 for the comparable period in 2024. The increase was a result of the Series A preferred shares accretion.
Removed paragraphs (31)
Previous report
History and Outlook
Previous report
We are a holding company seeking to provide products, services and technology. We have a number of near-term opportunities that we hope to pursue, assuming the capital markets make sufficient funding available at reasonable rates. During the first quarter of 2024 we recruited a number of individuals to a newly formed Advisory Board, who might assist the Company in determining the viability of certain ventures going forward. These individuals have a background in data center services, cyber and data security and software applications related to infrastructure design, implementation and management including geographical information systems (GIS).
Previous report
Advisory Board Expansion
Previous report
The current board comprises individuals with specific expertise to assist Mitesco in finding and evaluating qualified companies and businesses for integration into the public holding company. The Advisory Board is a non-executive board, and its participants shall not be subject to any of the regulations under Section 16 of the Securities Act. Each member of the Advisory Board has been issued 75,000 shares of restricted common stock in consideration of their contributions for a 12-month term.
Previous report
Gabriel Crawford has over 20 years’ experience in data center development from site selection, design/ build/ engineering services, and, most recently, hyperscale and AI co-location leasing.
Previous report
Most recently, Mr. Crawford was at Dallas-based Center Square DC, which specializes in delivering a comprehensive suite of colocation and data center services with more than 50 data centers owned and operated. Prior to that engagement, he was with Chirisa Investments creating long-term value for customers in digital infrastructure, communications and real estate. While at Digital Fortress, a privately-held data center co-location company based in Seattle, Washington, he managed more than 1,500 clients who entrusted their applications and servers to their mission-critical facilities and network with data centers in Seattle, WA, Tukwila, WA, Lynwood, WA, Denver, CO and Chicago, IL. Earlier in his career, Mr. Crawford held positions at both early stage and mature data center operators, in addition to offering consulting services. His educational background includes a bachelor’s degree from the University of Maine. He is based in Vero Beach, Florida.
Previous report
Jim Clifton is a senior sales and marketing executive focused on systems software, data analytics and innovative implementation to improve productivity across corporations and workforces worldwide.
Previous report
Most recently, Mr. Clifton drove sales at Alteryx, an intuitive, code-free platform for data preparation, blending, analytics, and automation. Prior to that he was with VMware, developing both cloud and on-prem business to expand the utilization of systems across disparate users. While at Cumberland Group he headed a practice aimed at IoT productivity using real-time dashboards and other online tools. At Star Mobile he focused on mobile application implementation of corporate cloud-based applications. Other professional sales and management positions included Citrix, Symantec and Verisign, where he oversaw implementation of new technologies for key corporate clients. Jim’s education includes a bachelor’s degree from the University of Georgia and a master’s degree from Mercer University. He is based in St. Simons, Georgia
Previous report
Results of Operations
Previous report
The following period-to-period comparisons of our financial results are not necessarily indicative of results for the current period of any future periods. Results of discontinued operations are excluded from the accompanying results of operations for all periods presented, unless otherwise noted. See Note 3 – discontinued operations in the accompanying notes to consolidated financial statements. Further, as a result of any acquisitions of other businesses, and any additional pharmacy acquisitions or other such transactions we may pursue, we may experience large expenditures specific to the transactions that are not incident to our operations.
Previous report
Interest expense was $50,979 for the three months ended September 30, 2024, compared to $69,776 for the three months ended September 30, 2023. The decrease was a result of reduced debt balances in the current period.
Previous report
During the three months ended September 30, 2023, we recorded equity investment incentives of approximately $1.2 million. There were no comparable transactions in the current period.
Previous report
During the three months ended September 30, 2024, we recorded a gain on settlement of debt of $693,768 compared to $25,000 for the three months ended September 30, 2023.
Previous report
During the three months ended September 30, 2024, we recorded a gain on settlement of accounts payable of $1,024,583 compared to $159,524 for the three months ended September 30, 2023.
Previous report
For the three months ended September 30, 2024, we had a net loss available to common shareholders from discontinued operations of $0, compared to a net loss available to common shareholders from discontinued operations of $376,352 for the three months ended September 30, 2023.
Previous report
Revenues
Previous report
Operating Expenses
Previous report
Our total operating expenses for the nine months ended September 30, 2024, were $721,095. For the comparable period in 2023, the operating expenses were $2,362,056. The decrease is the result of the winding down of the Company’s clinic operations with The Good Clinic, LLC subsidiary.
Previous report
Other Income and Expenses
Previous report
Interest expense was $159,206 for the nine months ended September 30, 2024, compared to 1,575,278 for the nine months ended September 30, 2023. The decrease was a result of reduced debt balances in the current period.
Previous report
Interest expense – related parties was $26,133 for the nine months ended September 30, 2024, compared to $108,343 in the prior period. The decrease was a result of reduced debt balances in the current period.
Previous report
During the nine months ended September 30, 2023, we recorded equity investment incentives of approximately $7.6 million. There were no comparable transactions in the current period.
Previous report
During the nine months ended September 30, 2024, we recorded a gain on settlement of debt of $693,768 compared to $25,000 for the nine months ended September 30, 2023.
Previous report
During the nine months ended September 30, 2023, we recorded a gain on sales of assets of $20,097. There were no comparable transactions in the current period.
Previous report
During the nine months ended September 30, 2024, we recorded a gain on settlement of accounts payable of $1,024,583 compared to $33,092 for the nine months ended September 30, 2023.
Previous report
During the nine months ended September 30, 2023, we recorded a loss on settlement of true-up obligation of $119,370. There were no comparable transactions in the current period.
Previous report
During the nine months ended September 30, 2023, we recorded a loss on legal settlement of $18,759. There were no comparable transactions in the current period.
Previous report
For the nine months ended September 30, 2024, we had a net loss available to common shareholders from discontinued operations of $0, compared to a net loss available to common shareholders from discontinued operations of $3,075,155.
Previous report
We have agreements from three (3) of our institutional investors to provide interim funding so that the Company may stay current with its accounting and reporting requirements under the Securities Act of 1934, settle obligations from the prior healthcare clinic operations and find a new business area to engage within. Through September 30, 2024, the total amount loaned under 12-month, 10% interest simple notes are $449,000, with roughly $250,000 attributable to accounting and compliance, $50,000 generally related to settlements and legal related, with the remaining for general expenses including T&E and communications.
Previous report
In May 2024 we reached an agreement with the holders of our Series F Preferred shares to wave all interest payments permanently beginning May 15, 2024. This creates a reduction in accrued interest of over $200,000 per month. Similar adjustments with other holders of debt and interest paying equity are expected.
Previous report
The Company is working with its institutional investors on a plan to eliminate all existing obligations through the issuance of a new preferred stock which would be issued to the holder in lieu of debt. It is envisioned that this stock would be listed and traded separately from the Company’s common stock. This plan is in its early stages and there can be no guarantee that it will be fully implemented, approved by the SEC for trading, or accepted by all creditors, some of which may be required to see a reduction in the amounts currently owned in order to get consent from the larger investor group.
Reworded paragraphs (16)
Previous wording
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.
Current wording
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.
Previous wording
We are a holding company seeking to provide products, services and technology. From 2020 through 2022, the Company was executing against a strategic plan to open primary care clinics utilizing advanced degreed nurse practitioners in select markets. The clinics operated under the name The Good Clinic. However, the business failed to achieve profitability, and the markets were not favorable to additional funding, therefore in late 2022 the decision was made to close the clinics and release all employees.
Current wording
We are a holding company seeking to provide products, services and technology.
Previous wording
In June 2024 we announced the formation of two (2) new wholly owned business units, Centcore, LLC, who is providing data center services including cloud computing and application hosting, and Vero Technology Ventures, LLC, whose aim is to seek investment and acquisition opportunities, generally in the areas of cloud computing and data center related applications.
Current wording
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.
Previous wording
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. The second focus involves hosting application software developed by software vendors, from which they will sell the use of the software by their end user clients on a “cloud” basis. By taking this approach, we gain the business of the vendor, and their clients, perhaps allowing us to grow at a faster rate with lower cost of sales. We have developed the “Centcore Partner Program” where we will help promote the software vendors who are hosting in our data centers. If we are successful helping the vendor grow his business, we will have provided a “value added service”, and benefit from increased utilization of our computing resources by not only the vendor, but also his new end user clients. Our initial focus for this area is on software providers who serve the “infrastructure” market doing design, engineering, construction and maintenance of significant assets. We desire to create “life cycle” relationships with both the design teams, and owners which may include private owners such as manufacturers and utilities, or publicly owned assets for municipalities, states or federal governments, domestically and internationally.
Current wording
The second focus involves hosting software applications developed by software vendors, from which they will sell the use of the software by their end user clients on a “cloud” basis. By taking this approach, we gain the business of the vendor, and their clients, perhaps allowing us to grow at a faster rate with lower cost of sales. We have developed the “Centcore Partner Program” where we will help promote the software vendors who are hosting in our data centers. If we are successful helping the vendor grow his business, we will have provided a “value added service”, and benefit from increased utilization of our computing resources by not only the vendor, but also his new end user clients. Our initial focus for this area is on software providers who serve the “technology infrastructure” market doing design, engineering, construction and maintenance of significant systems. We desire to create “life cycle” relationships as the design, construction and operational life of these systems includes document management and performance modeling over years, often from 5 to 20 years.
Previous wording
We have retained proven 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 arm is actively reviewing potential early-stage cloud computing solution vendors and is developing its own artificial intelligence (A.I.) based application set. The new ‘Robo’ application utilizes A.I. to promote more efficient sales and marketing within certain markets, and with highly targeted market research.
Current wording
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. We have also formed an “Advisory Board” where individuals with experience in business areas where we have interest have agreed to assist us, receiving a nominal issuance of restricted common stock, in consideration of their advice.
Previous wording
The latest appointments to the Advisory Board are executives whose careers have focused on data center business development and data center systems software, as noted here:
Current wording
The members of the Advisory Board are executives whose careers have focused on infrastructure related technology, cybersecurity, data center business development and data center systems software, and digital marketing as noted here:
Previous wording
We had revenues of $23,500 for the three months ended September 30, 2024, compared to $0 in the comparable period. The revenues were related to our newly formed subsidiary Centcore, LLC.
Current wording
We had revenues of $17,000 for the three months ended March 31, 2025, compared to $0 in the comparable period. The revenues were related to our newly formed subsidiary Centcore, LLC.
Previous wording
Our total operating expenses for the three months ended September 30, 2024, were $239,742. For the comparable period in 2023, the operating expenses were $41,876. The increase is the result of the Company’s focus on establishing the operations of its newly formed subsidiaries.
Current wording
Our total operating expenses for the three months ended March 31, 2025, were $283,986. For the comparable period in 2024, the operating expenses were $135,476. The increase is the result of the Company’s focus on establishing the operations of its newly formed subsidiaries.
Previous wording
Interest expense – related parties was $10,587 for the three months ended September 30, 2024, compared to $34,820 in the prior period. The decrease was a result of reduced debt balances in the current period.
Current wording
Interest expense – related parties was $2,297 for the three months ended March 31, 2025, compared to $5,075 in the prior period. The decrease was a result of reduced debt balances in the current period.
Previous wording
During the nine months ended September 30, 2024, we recorded a gain on termination of operating lease of $869,690. There were no comparable transactions in the prior period.
Current wording
During the three months ended March 31, 2024, we recorded a gain on termination of operating lease of $233,205. There were no comparable transactions in the current period.
Previous wording
During the three months ended September 30, 2023, we recorded a loss on revaluation of derivative liabilities of $14,725. There were no comparable transactions in the current period.
Current wording
During the three months ended March 31, 2025, we recorded a loss on revaluation of derivative liabilities of $4,362,645. There were no comparable transactions in the prior period.
Previous wording
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 21, 2024, we had cash of approximately $114,000 compared to cash of approximately $32,000 as of September 30, 2024. 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.
Current wording
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 May 15, 2025, we had cash of approximately $1,100 compared to cash of approximately $200 as of March 31, 2025. 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.
Previous wording
Net cash used in operating activities was $399,775 for the nine months ended September 30, 2024. This is the result of the winding down of the Company’s clinic operations. Cash used in operations for the nine months ended September 30, 2023, was $845,947, of which $428,688 was related to cash used in operating activities from discontinued operations.
Current wording
Net cash used in operating activities was $97,413 for the three months ended March 31, 2025. This is the result of establishing the operations of the Company’s newly formed subsidiaries. Cash used in operations for the three months ended March 31, 2024, was $154,267.
Previous wording
The Company had no investing activities for the nine months ended September 30, 2024. During the nine months ended September 30, 2023, the Company received cash of $102,967 related to the sale of fixed assets used in discontinued operations.
Current wording
The Company had no investing activities for the three months ended March 31, 2024 and 2025.
Previous wording
Net cash provided by financing activities for the nine months ended September 30, 2024, was $428,759, compared to $733,664 for the nine months ended September 30, 2023. Cash provided by financing activities was the result of cash proceeds from notes payable of $449,000, offset by the repayment of principal on the SBA loan in the amount of $20,241.
Current wording
Net cash provided by financing activities for the three months ended March 31, 2025, was $94,200, compared to $192,214 for the three months ended March 31, 2024. Cash provided by financing activities was the result of cash proceeds from sales of Series A preferred shares of $100,000, offset by the repayment of principal on the SBA loan in the amount of $5,800.
Previous wording
At September 30, 2024, we had the following current liabilities which are payable in cash: Accounts payable and accrued liabilities of $5.7 million; notes payable of $1.0 million; notes payable to related parties of $0.2 million; SBA Loan Payable of $0.4 million; legal settlements of $2.5 million; accrued interest payable of $0.4 million; accrued interest payable to related parties of $0.01 million; and other current liabilities of $0.1 million. We also have the following liabilities which are payable in stock: derivative liabilities of $0.2 million, preferred stock dividends of $1.7 million, and preferred stock dividends payable to related parties of $0.2 million.
Current wording
At March 31, 2025, we had the following current liabilities which are payable in cash: Accounts payable and accrued liabilities of $4.3 million; notes payable of $0.5 million; notes payable to related parties of $0.06 million; SBA Loan Payable of $0.4 million; legal settlements of $2.7 million; accrued interest payable of $0.4 million; accrued interest payable to related parties of $0.02 million; and other current liabilities of $0.1 million. We also have the following liabilities which are payable in stock: derivative liabilities of $0.3 million, Series A Preferred Stock liability of $5.9 million and preferred stock dividends payable to related parties of $0.01 million.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
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.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
Comparison of the Nine Months Ended September 30, 2024, and 2023.
Previous report — wording carried elsewhere
We had revenues of $29,500 for the nine months ended September 30, 2024, compared to $0 in the comparable period. The revenues were related to our newly formed subsidiary Centcore, LLC.
Previous report — wording carried elsewhere
During the nine months ended September 30, 2023, we recorded a loss on revaluation of derivative liabilities of $85,765. There were no comparable transactions in the current period.