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Mitesco, Inc.

For the period ended Jun 30, 2025. Filed Aug 13, 2025.

View on SEC.gov

About this filing

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.

Jun 30, 2025 · Filed Aug 13, 2025

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What changed in Management’s Discussion and Analysis?

Read the current filing

Previous 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 Operations

Current report: 10-Q

Period ended 2025-06-30; filed 2025-08-13.

0001185185-25-000970

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The 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 43 previous paragraphs and 56 current paragraphs.

32 unchanged; 10 reworded; 8 added; 1 removed; 0 previous and 6 current paragraphs rearranged.

Tables are not compared: 9 previous and 8 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 (8)

Current report

During the three months ended June 30, 2025, we recorded a gain on settlement of liabilities of $562,793. There were no comparable transactions in the prior period.

Current report

During the three months ended June 30, 2025, we recorded a gain on settlement of liabilities of $562,793. There were no comparable transactions in the prior period.

Current report

During the three months ended June 30, 2025, we recorded a gain on revaluation of derivative liabilities of $4,430,867. There were no comparable transactions in the prior period.

Current report

Note (1): There had been subsequent litigation with this former landlord which has now been resolved and is reflected in the table above.. See “Subsequent Events”.
Removed paragraphs (1)

Previous report

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.
Reworded paragraphs (10)

Previous 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.

Current wording

We had revenues of $18,700 for the three months ended June 30, 2025, compared to $6,000 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 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.

Current wording

Our total operating expenses for the three months ended June 30, 2025, were $370,454. For the comparable period in 2024, the operating expenses were $345,877. 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.

Previous wording

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.

Current wording

Interest expense was $358,607 for the three months ended June 30, 2025, compared to $67,603 for the comparable period in 2024. The increase was a result of the Series A preferred shares accretion.

Previous 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.

Current wording

Interest expense – related parties was $0 for the three months ended June 30, 2025, compared to $4,965 in the prior period. The decrease was a result of reduced debt balances in the current period.

Previous 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.

Current wording

During the three months ended June 30, 2025, we recorded a gain on revaluation of derivative liabilities of $68,222. 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 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.

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 August 13, 2025, we had cash of approximately $2,000 compared to cash of approximately $2,700 as of June 30, 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 $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.

Current wording

Net cash used in operating activities was $188,060 for the six months ended June 30, 2025. This is the result of establishing the operations of the Company’s newly formed subsidiaries. Cash used in operations for the six months ended June 30, 2024, was $248,157.

Previous wording

The Company had no investing activities for the three months ended March 31, 2024 and 2025.

Current wording

The Company had no investing activities for the six months ended June 30, 2024 and 2025.

Previous 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.

Current wording

Net cash provided by financing activities for the six months ended June 30, 2025, was $187,382, compared to $285,515 for the six months ended June 30, 2024. Cash provided by financing activities was the result of cash proceeds from sales of Series A preferred shares of $100,000 and cash proceeds from notes payable of $100,000, offset by the repayment of principal on the SBA loan in the amount of $12,618.

Previous 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.

Current wording

At June 30, 2025, we had the following current liabilities which are payable in cash: Accounts payable and accrued liabilities of $4.2 million; notes payable of $0.5 million; SBA Loan Payable of $0.4 million; legal settlements of $2.8 million; accrued interest payable of $0.3 million; and other current liabilities of $0.2 million and royalty payable of $0.2 million. We also have the following liabilities which are payable in stock: derivative liabilities of $0.25 million and Series A Preferred Stock liability of $7 million.
Rearranged current paragraphs (6)

Current report — wording carried from elsewhere

During the three months ended June 30, 2025, we recorded a loss on revaluation of Series A preferred shares of $8,038. There were no comparable transactions in the prior period.

Current report — wording carried from elsewhere

We had revenues of $35,700 for the six months ended June 30, 2025, compared to $6,000 in the comparable period. The revenues were related to our newly formed subsidiary Centcore, LLC.

Current report — wording carried from elsewhere

Our total operating expenses for the six months ended June 30, 2025, were $654,440. For the comparable period in 2024, the operating expenses were $481,353. 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.

Current report — wording carried from elsewhere

Interest expense was $750,656 for the six months ended June 30, 2025, compared to $108,227 for the comparable period in 2024. The increase was a result of the Series A preferred shares accretion.

Current report — wording carried from elsewhere

Interest expense – related parties was $2,297 for the six months ended June 30, 2025, compared to $15,546 in the prior period. The decrease was a result of reduced debt balances in the current period.

Current report — wording carried from elsewhere

During the three months ended June 30, 2025, we recorded a loss on revaluation of Series A preferred shares of $259,015. There were no comparable transactions in the prior period.