Mitesco, Inc.
For the period ended Dec 31, 2025. Filed Apr 15, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Apr 15, 2026
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-03-31.
0001185185-25-000257
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-04-15.
0001185185-26-001385
Item 7. 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 70 previous paragraphs and 54 current paragraphs.
23 unchanged; 22 reworded; 9 added; 24 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 4 previous and 1 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 (9)
Current report
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 FY2026.
Current report
During the twelve months ended December 31, 2025, we recorded a loss on the redemption of preferred shares of $646,653. There were no comparable transactions in the prior period.
Current report
During the twelve months ended December 31, 2025, we recorded a gain on the change in fair value of contingent consideration of $150,000. There were no comparable transactions in the prior period.
Current report
During the twelve months ended December 31, 2024, we recorded a Gain on settlement of notes payable of $515,964. There were no comparable transactions in the current period.
Current report
Bridge Financing
Current report
On October 31, 2025, the Company entered into a Senior Secured 10% Original Issue Discount Convertible Promissory Note (the “October 2025 Bridge Note”) with C/M Capital Master Fund, L.P. with the executed documentation providing for up to a potential total funding of $1 million, with an initial funding of $250,000. Under the terms of the 18-month note, the Company is obligated to repay a total of $275,000 as the note includes a 10% original issue discount. The note bears no interest unless in default and may be converted into common stock of the Company at $0.15 per share, subject to certain adjustments. The obligations under the October 2025 Bridge Note are guaranteed by the subsidiaries of the Company and include a pledge of the securities the Company’s subsidiaries and a first priority senior security interest in all the Company’s assets.
Current report
On December 19, 2025 the “Company entered into a second Senior Secured 10% Original Issue Discount Convertible Promissory Note (the “December 2025 Bridge Note”) with C/M Capital Master Fund, L.P. under the previously executed $1 million funding arrangement. 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 obligations under the December 2025 Bridge Note are guaranteed by the subsidiaries of the Company and include a pledge of the securities of the Company’s subsidiaries and a first priority senior security interest in all the Company’s assets.
Current report
On February 23, 2026, the Company entered into a third Senior Secured 10% Original Issue Discount Convertible Promissory Note (the “February 2026 Bridge Note”) with C/M Capital Master Fund, L.P. and WVP Emerging Manager Onshore Fund, under the previously executed $1 million funding arrangement. Under the terms of the 18-month note, the Company is obligated to repay a total of $137,500 as the note includes a 10% original issue discount. The note bears no interest unless in default and may be converted into common stock of the Company at $0.15 per share, subject to certain adjustments. The obligations under the February 2026 Bridge Note are guaranteed by the subsidiaries of the Company and include a pledge of the securities the Company’s subsidiaries and a first priority senior security interest in all the Company’s assets.See Subsequent Events.
Current report
On April 10, 2026, the Company entered into a 10% Original Issue Discount Convertible Promissory Note (the “April 2026 Bridge Note”) with Pinz Capital with a $50,000 purchase price. The note bears interest of 10%, and has a maturity date 12 months from the date of the note. Under the terms of the note, the Company is obligated to repay a total of $55,000 as the note includes a 10% original issue discount. The note may be converted into common stock of the Company at the lessor of $0.15 or 65% of the lowest trading price of the 10 prior trading days per share, subject to certain adjustments.See Subsequent Events.
Removed paragraphs (24)
Previous report
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 report
FY2024 Debt Restructuring
Previous 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.
Previous 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.
Previous 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.
Previous 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.
Previous report
Advisory Board
Previous 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.
Previous 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.
Previous report
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 report
During the twelve months ended December 31, 2023, we recorded equity investment incentives of approximately $7.6 million. There were no comparable transactions in the current period.
Previous report
During the twelve months ended December 31, 2024, we recorded a gain on settlement of debt of $515,964 compared to $25,000 for the twelve months ended December 31, 2023.
Previous report
During the twelve months ended December 31, 2023, we recorded a gain on sales of assets of $8,876. There were no comparable transactions in the current period.
Previous report
During the twelve months ended December 31, 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
We have agreements from four (4) 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 December 31, 2024, the total amount loaned under 12-month, 10% interest simple notes were $548,000, 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. All amounts loaned through December 31, 2024, were converted into Series A preferred stock.
Previous report
In May 2024 we reached an agreement with the holders of our Series F Preferred shares to waive 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. As of December 31, 2024, all shares of the Series F Preferred stock have been cancelled in exchange for either restricted common stock, or the newly created Series A Preferred stock.
Previous report
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.
Previous report
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:
Previous report
Gardner Debt for Equity Agreement and other obligations from discontinued clinic operations
Previous report
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.
Previous report
The Agreement settled certain accounts payable amounts owed by the Company to the Creditor (the “Accounts Payable Amount”) as well as then upcoming amounts that would become due between the date of the Agreement and April 1, 2022. The Agreement also settled incurred interest and penalties on the amounts due through January 5, 2022, as well as future interest payments on amounts to be incurred in the first quarter of 2022 (collectively, the “Additional Costs”, and combined with the Accounts Payable Amount, the “Company Debt Obligations”). The Accounts Payable Amount was $500,000, the Additional Costs were $294,912 and the conversion price was $12.50. As a result, 63,593 Restricted Shares were authorized to be issued. The Company’s Board of Directors approved the Agreement on January 5, 2022. Much of the amounts claimed by Gardner have been resolved by the settlements with the various leaseholders where Gardner had filed liens. During 2021 and through 2022 a total of $2,305,155 was paid by the Company directly to Gardner for their services. As of the date of this filing the Company is continuing an effort to negotiate a settlement of any remaining obligations to this vendor. Based on our current discussions with Gardner we have an obligation of $2.2 million represented in the financial statements which yet to be resolved. We expect to ultimately resolve this through an equity issuance essentially in a form similar to others noted in our 2024 Restructuring Plan.
Previous report
Equity instruments issued to other than employees are recorded pursuant to the guidance contained in ASU 2018-07 (“ASU 2018-07”), Improvements to Non-employee Share-Based Payment Accounting, which simplified the accounting for share-based payments granted to non-employees for goods and services. Under the ASU 2018-07, most of the guidance on such payments to non-employees would be aligned with the requirements for share-based payments granted to employees.
Previous report
Impairment of Long-Lived Assets
Previous report
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the consolidated balance sheet and reported at the lower of the carrying amount or fair value, less costs to sell and are no longer depreciated. The assets and liabilities of a disposal group classified as held-for-sale would be presented separately in the appropriate asset and liability sections of the consolidated balance sheet, if material.
Reworded paragraphs (22)
Previous wording
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 wording
Mitesco 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.
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. 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.
Current 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. 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.
Previous 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.
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.
Previous wording
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 wording
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 Q3 of FY2026. Later versions may include similar functionality focused on other markets, generally in a “business to consumer” (B2C) selling situation.
Previous wording
We had revenues of $43,700 for the twelve months ended December 31, 2024, compared to $0 in the comparable period. The revenues were related to our newly formed subsidiary Centcore, LLC, and include sale of remote backup, general business applications, engineering analysis software and digital marketing related to our residential real estate software development effort.
Current wording
We had revenues of $38,700 for the twelve months ended December 31, 2025, compared to $43,700 in the comparable period. The revenues were related to our subsidiary Centcore, LLC, and include sale of remote backup, general business applications, engineering analysis software and digital marketing related to our residential real estate software development effort.
Previous wording
Our total operating expenses for twelve months ended December 31, 2024, were $1,207,241. For the comparable period in 2023, the operating expenses were $2,586,668. The decrease is the result of the winding down of the Company’s clinic operations with The Good Clinic, LLC subsidiary.
Current wording
Our total operating expenses for twelve months ended December 31, 2025, were $1,916,733. For the comparable period in 2024, the operating expenses were $1,207,241. 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 $824,650 for the year ended December 31, 2025 compared to $702,016 for the comparable period. In addition, we recorded a loss on the impairment of our intangible assets in the amount of $113,021 for the year ended December 31, 2025.
Previous wording
Interest expense was $409,745 for the twelve months ended December 31, 2024, compared to $1,615,591 for the twelve months ended December 31, 2023. The decrease was a result of reduced debt balances in the current period.
Current wording
Interest expense was $1,470,101 for the twelve months ended December 31, 2025, compared to $409,745 for the twelve months ended December 31, 2024. The increase was a result of increased debt balances in the current period.
Previous wording
Interest expense – related parties was $28,474 for the twelve months ended December 31, 2024, compared to $109,502 in the prior period. The decrease was a result of reduced debt balances in the current period.
Current wording
Interest expense – related parties was $5,797 for the twelve months ended December 31, 2025, compared to $28,474 in the prior period. The decrease was a result of reduced debt balances in the current period as a result of the obligation exchange agreements.
Previous wording
During the twelve months ended December 31, 2024, we recorded a gain on settlement of accounts payable of $2,289,283 compared to $185,487 for the twelve months ended December 31, 2023.
Current wording
During the twelve months ended December 31, 2025, we recorded a gain on settlement of accounts payable of $562,793 compared to $2,289,283 for the twelve months ended December 31, 2024 as a result of more obligations being settled in in the prior period as compared to the current period.
Previous wording
During the twelve months ended December 31, 2023, we recorded a loss on legal settlement of $18,759. There were no comparable transactions in the current period.
Current wording
During the twelve months ended December 31, 2025, we recorded a loss on legal settlement of $500,000. There were no comparable transactions in the prior period.
Previous wording
During the twelve months ended December 31, 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 twelve months ended December 31, 2024, we recorded a Gain on termination of operating lease of $869,690. There were no comparable transactions in the current period.
Previous wording
During the twelve months ended December 31, 2024, we recorded a loss of $4,585,124 on the revaluation of derivative liabilities under the default provision of certain securities, compared to a loss on revaluation of derivative liabilities of $85,773 in the prior period.
Current wording
During the twelve months ended December 31, 2025, we recorded a gain of $4,286,515 on the revaluation of derivative liabilities under the default provision of certain securities compare to a loss on the revaluation of derivative liabilities of $4,585,124 in the prior period.
Previous wording
For the twelve months ended December 31, 2024, we had an overall net loss available to common shareholders of $2,842,256, compared to a net loss available to common shareholders of $15,052,144 for the twelve months ended December 31, 2023.
Current wording
For the twelve months ended December 31, 2025, we had an overall net income available to common shareholders of $145,566, compared to a net loss available to common shareholders of $2,842,256 for the twelve months ended December 31, 2024.
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 December 31, 2024, we had cash of approximately $3,400 compared to cash of approximately $2,800 as of December 31, 2023. 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 December 31, 2025, we had cash of approximately $100,857 compared to cash of approximately $3,402 as of December 31, 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.
Previous wording
Net cash used in operating activities was $514,409 for the twelve months ended December 31, 2024. This is the result of the winding down of the Company’s clinic operations and establishing the operations of the new Centcore business, along with SEC compliance, accounting and audit-related expenses. Cash used in operations for the twelve months ended December 31, 2023, was $759,730, of which $698,611 was related to cash used in operating activities from discontinued operations.
Current wording
Net cash used in operating activities was $701,585 for the twelve months ended December 31, 2025 compared to cash used in operations for the twelve months ended December 31, 2024, was $514,409. This is the result of establishing the operations of the Company’s newly formed subsidiaries.
Previous wording
Net cash used in investing activities for the twelve months ended December 31, 2024, was $5,000 related to the purchase of the AgingTopic. During the twelve months ended December 31, 2023, the Company had no investing activities.
Current wording
During the twelve months ended December 31, 2025, the Company had no investing activities. During the twelve months ended December 31, 2024, the Company paid $5,000 for the acquisition of a business.
Previous wording
Net cash provided by financing activities for the twelve months ended December 31, 2024, was $519,973, compared to $726,945 for the twelve months ended December 31, 2023. Cash provided by financing activities was the result of cash proceeds from promissory notes of $548,000, offset by the repayment of principal on the SBA loan in the amount of $28,027.
Current wording
Net cash provided by financing activities for the twelve months ended December 31, 2025, was $799,040, compared to $519,973 for the twelve months ended December 31, 2024. Cash provided by financing activities was the result of cash proceeds from sale of series A preferred stock of $125,000, convertible notes payable of $500,000 and notes payable of $200,000, offset by the repayment of principal on the SBA loan in the amount of $25,960.
Previous wording
At December 31, 2024, we had the following current liabilities which are payable in cash: Accounts payable and accrued liabilities of $4.4 million; notes payable of $.5 million; notes payable to related parties of $0.06 million; SBA Loan Payable of $0.4 million; property-related 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 $4.7 million, Series A Preferred Stock liability of $5.2 million, and preferred stock dividends payable to related parties of $0.01 million.
Current wording
At December 31, 2025, we had the following current liabilities which are payable in cash: Accounts payable and accrued liabilities of approximately $4 million; notes payable of $.6 million; SBA Loan Payable of approximately $0.4 million; property-related settlements of $3.4 million; accrued interest payable of $0.4 million; and other current liabilities of $0.2 million. We also have the following liabilities which are payable in stock: derivative liabilities of $0.4 million, Series A Preferred Stock liability of approx. $9.4 million, and preferred stock dividends payable of $0.03 million.
Previous wording
During March 2020, in response to the COVID-19 crisis, the federal government announced plans to offer loans to small businesses in various forms, including the Payroll Protection Program, or “PPP”, established as part of the Corona Virus Aid, Relief and Economic Security Act (“CARES Act”) and administered by the U.S. Small Business Administration (the “SBA”). On April 25, 2020, the Company entered an unsecured Promissory Note with Bank of America for a loan in the original principal amount of $460,400, and the Company received the full amount of the loan proceeds on May 4, 2020 (the “PPP Loan”). The PPP Loan bears interest at the rate of 1% per year. During the year ended December 31, 2022, the Company accrued interest in the amount of $4,632.
Current wording
During March 2020, in response to the COVID-19 crisis, the federal government announced plans to offer loans to small businesses in various forms, including the Payroll Protection Program, or “PPP”, established as part of the Corona Virus Aid, Relief and Economic Security Act (“CARES Act”) and administered by the U.S. Small Business Administration (the “SBA”). On April 25, 2020, the Company entered an unsecured Promissory Note with Bank of America for a loan in the original principal amount of $460,400, and the Company received the full amount of the loan proceeds on May 4, 2020 (the “PPP Loan”). The PPP Loan bears interest at the rate of 1% per year.
Previous wording
On July 12, 2023, the Company received confirmation of a payment plan arrangement from the SBA. Pursuant to this payment plan, the Company agreed to pay a minimum of $2,595 each month until the loan is paid in full in July 2028. The SBA confirmed the balance due on the loan, including principal and interest, was $467,117. The Company will amortize the balance due on the loan including interest at the original PPP loan rate of 1% per annum; a gain on the restructure of debt in the amount of $40,622 was recorded on this transaction during the twelve months ended December 31, 2023, and the balance of the loan was recorded at the amount of $421,788 representing the net cash flows discounted at 1%. During the twelve months ended December 31, 2023, the Company made principal payments of $11,555 on this loan; during the twelve months ended December 31, 2023, the Company recorded interest in the amount of $5,719 on this loan. For the year ended December 31, 2024, the Company will have incurred $4,128 of interest for this loan and made payments of $28,027.
Current wording
On July 12, 2023, the Company received confirmation of a payment plan arrangement from the SBA. Pursuant to this payment plan, the Company agreed to pay a minimum of $2,595 each month until the loan is paid in full in July 2028. The SBA confirmed the balance due on the loan, including principal and interest, was $467,117. The Company will amortize the balance due on the loan including interest at the original PPP loan rate of 1% per annum; a gain on the restructure of debt in the amount of $40,622 was recorded on this transaction during the twelve months ended December 31, 2023, and the balance of the loan was recorded at the amount of $421,788 representing the net cash flows discounted at 1%. During the twelve months ended December 31, 2025 and 2024, the Company made principal payments of $25,960 and $28,027 on this loan; during the twelve months ended December 31, 2025 and 2024, the Company recorded interest in the amount of $3,845 and $4,128 on this loan.
Previous wording
Our financial statements as of December 31, 2024, reflect total liabilities of over $13.7 million, including certain reserves for potential liabilities related to ceased operations related largely to long term lease obligations and costs related to the construction of our facilities. A substantial amount of these liabilities may be reversed on negotiations, and it is our goal to settle the remaining amounts with non-cash consideration as noted above.
Current wording
Our financial statements as of December 31, 2025, reflect total liabilities of over $24.5 million, including certain reserves for potential liabilities related to ceased operations related largely to long term lease obligations and costs related to the construction of our facilities. A substantial amount of these liabilities may be reversed on negotiations, and it is our goal to settle the remaining amounts with non-cash consideration as noted above.
Previous wording
We recognize compensation costs to employees under FASB ASC Topic 718, Compensation – Stock Compensation (“ASC 718”). Under FASB ASC 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation cost for stock options is estimated at the grant date based on each option’s fair-value as calculated by the Black-Scholes-Merton (“BSM”) option-pricing model. Share-based compensation arrangements may include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant.
Current wording
We recognize compensation costs to employees under FASB ASC Topic 718, Compensation – Stock Compensation (“ASC 718”). Under FASB ASC 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which performance is required. Share-based compensation cost for stock options is estimated at the grant date based on each option’s fair-value as calculated by the Black-Scholes-Merton (“BSM”) option-pricing model. Share-based compensation arrangements may include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
For the twelve months ended December 31, 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 $1,368,991 for the twelve months ended December 31, 2023.