Mitesco, Inc.
For the period ended Dec 31, 2025. Filed Apr 15, 2026.
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FY2025 · Filed Apr 15, 2026
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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
| (a)(1) | The following financial statements are included in this Annual Report on Form 10-K for the fiscal years ended December 31, 2025, and 2024: | ||
|---|---|---|---|
| 1. | Report of Independent Registered Public Accounting Firm | F-2 | |
| 3. | Consolidated Balance Sheets as of December 31, 2025, and 2024 | F-3 | |
| 4. | Consolidated Statements of Operations for the years ended December 31, 2025, and 2024 | F-4 | |
| 5. | Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 2025, and 2024 | F-5 | |
| 6. | Consolidated Statements of Cash Flows for the years ended December 31, 2025, and 2024 | F-6 | |
| 7. | Notes to Consolidated Financial Statements | F-8 | |
| (a)(2) | All financial statement schedules have been omitted as the required information is either inapplicable or included in the Consolidated Financial Statements or related notes. | ||
| (a)(3) | The exhibits set forth in the accompanying exhibit index below are either filed as part of this report or are incorporated herein by reference: | ||
Unless otherwise indicated, each of the following exhibits have been previously filed with the Securities and Exchange Commission by the Company under File No. 000-53601.
| Incorporated by | ||||
|---|---|---|---|---|
| Exhibit · Reference · Filed or Furnished | ||||
| Number · Exhibit Description · Form · Exhibit · Filing Date · Herewith | ||||
| 3.1 | Certificate of Incorporation of Trunity Holdings, Inc., dated January 18, 2012. | 8-K | 10.1 | 1/31/2012 |
| 3.2 | Bylaws of Trunity Holdings, Inc., dated January 18, 2012. | 8-K | 10.2 | 1/31/2012 |
| 3.3 | Certificate of Ownership Merging between Trunity Holdings, Inc. and Brain Tree International, Inc. dated January 24, 2012. | 10-K | 3.3 | 4/16/2013 |
| 3.4 | Certificate of Designation of Series X Preferred Stock of Trunity Holdings, Inc., dated December 9, 2015. | 8-K | 3.1 | 12/15/2015 |
| 3.5 | Certificate of Amendment to the Certificate of Incorporation of Trunity Holdings, Inc., dated December 24, 2015. | 8-K | 3.1(i) | 1/06/2016 |
| 3.6 | Certificate of Designations of Series X Preferred Stock of True Nature Holding, Inc. | 8-K | 3.6 | 1/06/2020 |
| 3.7 | Form of Amended and Restated Certificate of Designations of Series A Preferred Stock of True Nature Holding, Inc. | 8-K | 3.07 | 3/13/2020 |
| 3.8 | Certificate of Amendment of the Certificate of Incorporation of True Nature Holding, Inc. dated April 21, 2020. | 10-Q | 3.7 | 8/14/2020 |
| 3.9 | Certificate of Amendment of Certificate of Incorporation, dated as of November 5, 2020, correcting December 24, 2015, Certificate of Amendment. | 10-Q | 3.8 | 11/13/2020 |
| 3.10 | Bylaws of Mitesco, Inc., as amended, dated November 10, 2020. | 10-Q | 3.9 | 11/13/2020 |
| 4.1* | Trunity Holdings, Inc. 2012 Employee, Director, and Consultant Stock Option Plan. | 10-K | 10.4 | 4/16/2013 |
| 4.2 | Convertible Promissory Note issued by True Nature Holding, Inc. on November 26, 2018, to Auctus Fund, LLC. | 8-K | 4.2 | 1/14/2019 |
| 4.3 | Convertible Promissory Note issued by True Nature Holding, Inc. on December 19, 2018, to Crown Bridge Partners, LLC. | 8-K | 4.3 | 1/14/2019 |
| 4.4 | Convertible Promissory Note issued by True Nature Holding, Inc. on January 2, 2019, to Power Up Lending Group Ltd. | 8-K | 4.4 | 1/14/2019 |
| 4.5* | Mitesco, Inc. 2021 Omnibus Securities and Incentive Plan (File No. 333-252293) | S-8 | 4.1 | 01/21/2021 |
| 4.6 | Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended | 10-K | 4.6 | 04/05/2022 |
| 10.1 | Agreement and Plan of Merger, dated as of January 24, 2011, by and among Trunity Holdings, Inc., Trunity Acquisitions Corp. and Trunity, Inc. | 8-K | 10.5 | 1/31/2012 |
| 10.2 | Stock Purchase Agreement between dated as of January 24, 2012, by and among George Norman, Donna Norman, Lane Clissold, Trunity Holdings, Inc. and Trunity, Inc. | 8-K | 10.3 | 1/31/2012 |
| 10.3 | Agreement and Plan of Merger, dated as of January 24, 2012, by and among Brain Tree International, Inc. and Trunity Holdings, Inc. | 8-K | 10.4 | 1/31/2012 |
| 10.4 | Investment Project Contract dated as of March 18, 2013, among Trunity, Inc., InnSoluTech LLP and Educom Ltd. | 10-K | 10.5 | 4/16/2013 |
| 10.5 | Trunity Holdings, Inc. 2012 Employee, Director, and Consultant Stock Option Plan. | 10-K | 10.4 | 4/16/2013 |
| 10.6 | License Agreement dated as of March 20, 2013, between Trunity, Inc. and Educom Ltd. | 10-K | 10.7 | 4/16/2013 |
| 10.7 | Share Purchase Agreement dated as of March 20, 2013, between Trunity, Inc. and InnSoluTech LLP. | 10-K | 10.6 | 4/16/2013 |
| 10.8 | Memorandum of Understanding Regarding Trunity Holdings, Inc. and PIC Partners dated as of April 17, 2013, by and between Pan-African Investment Company and Trunity Holdings, Inc. | 10-K | 10.13 | 4/15/2014 |
| 10.9 | Subscription Agreement dated May 28, 2013, between Trunity Holdings, Inc., and Pan African Investment Company. | 10-K | 10.9 | 4/15/2014 |
| 10.10* | Form of Indemnification Agreement between Trunity Holdings, Inc., and its Directors. | 10-K | 10.8 | 4/16/2013 |
| 10.11 | The Indemnification Agreement dated May 30, 2013, between Trunity Holdings, Inc., and Dana M. Reed. | 10-K | 10.12 | 4/15/2014 |
| 10.12 | Voting Agreement dated May 30, 2013, by and among Trunity Holdings, Inc., Terry Anderton, RRM Ventures, LLC, Aureus Investments, LLC and Pan-African Investment Company, LLC. | 10-K | 10.11 | 4/15/2014 |
| 10.13 | Investors Rights Agreement dated May 30, 2013, between Trunity Holdings, Inc., and Pan African Investment Company. | 10-K | 10.10 | 4/15/2014 |
| 10.14 | Voting Agreement dated June 5, 2013, by and among Trunity Holdings, Inc., Terry Anderton, RRM Ventures, LLC, Aureus Investments, LLC and Pan-African Investment Company, LLC. (File No. 005-86722) | 13D | C | 7/25/2013 |
| 10.15 | Investors Rights Agreement dated June 5, 2013, between Trunity Holdings, Inc., and Pan African Investment Company. | 13D | D | 7/25/2013 |
| 10.16 | Non-Qualified Stock Option Agreement dated as of December 23, 2013, between Arol Buntzman and Trunity Holdings, Inc. | 10-K | 10.14 | 4/15/2014 |
| 10.17 | Securities Purchase Agreement dated as of November 5, 2014, by and between Trunity Holdings, Inc. and Peak One Opportunity Fund, L.P. | 10-Q | 10.15 | 11/25/2014 |
| 10.18 | Consulting Agreement dated as of December 1, 2015, by and between Trunity Holdings, Inc., and Stephen Keaveney. | 8-K | 10.2 | 12/15/2015 |
| 10.19 | Securities Exchange Agreement dated as of December 9, 2015, by and among Trunity Holdings, Inc., and the Members of Newco4Pharmacy, LLC. | 8-K | 10.1 | 12/15/2015 |
| 10.20 | Spin-off and Asset Transfer Agreement dated as of December 31, 2015, by and among Trunity Holdings, Inc., Trunity, Inc., a Delaware corporation, and Trunity, Inc., a Florida corporation. | 8-K | 10.1 | 1/06/2016 |
| 10.21 | Asset Purchase Agreement, dated September 30, 2016, by and among True Nature Holding, Inc., P3 Compounding Of Georgia, LLC, and ICP Holdings, LLC | 8-K | 10.1 | 10/05/2016 |
| 10.22 | Consulting Agreement, dated June 8, 2017, between True Nature Holding, Inc. and Resources Unlimited NW LLC. | 8-K | 10.1 | 6/15/2017 |
| 10.23 | Note Payable by True Nature Holding, Inc. to Stephen Keaveney, dated July 10, 2017. | 10-Q | 10.1 | 8/18/2017 |
| 10.24 | Convertible Promissory Note issued by True Nature Holding, Inc. on July 5, 2018, to Power Up Lending Group Ltd. | 8-K | 4.1 | 7/13/2018 |
| 10.25 | Securities Purchase Agreement, dated July 5, 2018, by and between True Nature Holding, Inc. and Power Up Lending Group Ltd. | 8-K | 4.2 | 7/13/2018 |
| 10.26 | Equity Financing Agreement, August 9, 2018, between True Nature Holding, Inc. and GHS Investments, LLC. | 8-K | 10.1 | 8/16/2018 |
| 10.27 | Registration Rights Agreement, dated August 9, 2018, between True Nature Holding, Inc. and GHS Investments, LLC | 8-K | 10.2 | 8/16/2018 |
| 10.28 | Convertible Promissory Note issued by True Nature Holding, Inc. on September 18, 2018, to Power Up Lending Group Ltd. | 8-K | 4.1 | 9/28/2018 |
| 10.29 | Securities Purchase Agreement, dated September 18, 2018, by and between True Nature Holding, Inc. and Power Up Lending Group Ltd. | 8-K | 10.1 | 9/28/2018 |
| 10.30 | Convertible Promissory Note issued by True Nature Holding, Inc. on November 9, 2018, to Power Up Lending Group Ltd. | 8-K | 4.1 | 1/14/2019 |
| 10.31 | Securities Purchase Agreement, dated November 9, 2018, between True Nature Holding, Inc. and Power Up Lending Group Ltd. | 8-K | 10.1 | 1/14/2019 |
| 10.32 | Securities Purchase Agreement, dated November 26, 2018, by and between True Nature Holding, Inc. and Auctus Fund, LLC. | 8-K | 10.2 | 1/14/2019 |
| 10.33 | Common Stock Purchase Warrant issued by True Nature Holding, Inc. on November 26, 2018, to Auctus Fund, LLC. | 8-K | 10.5 | 1/14/2019 |
| 10.34 | Securities Purchase Agreement, dated December 19, 2018, between True Nature Holding, Inc. and Crown Bridge Partners, LLC. | 8-K | 10.3 | 1/14/2019 |
| 10.35 | Common Stock Purchase Warrant issued by True Nature Holding, Inc. on December 19, 2018, to Crown Bridge Partners, LLC. | 8-K | 10.6 | 1/14/2019 |
| 10.36 | Securities Purchase Agreement, dated January 2, 2019, by and between True Nature Holding, Inc. and Power Up Lending Group Ltd. | 8-K | 10.4 | 1/14/2019 |
| 10.37* | Senior Executive Employment Agreement effective as of October 1, 2019, between True Nature Holding Inc. and M. Lawrence Diamond | 8-K | 10.3 | 10/16/2019 |
| 10.38* | Senior Executive Employment Agreement effective as of November 4, 2019, between True Nature Holding Inc. and Julie R. Smith | 8-K | 10.2 | 10/16/2019 |
| 10.39* | Form of Board of Directors Advisory Agreement, dated as of December 26, 2019, between True Nature Holding Inc. and its Board Members | 8-K | 10.03 | 1/06/2020 |
| 10.40 | Asset Purchase Agreement, dated as of March 2, 2020, by and among My Care, LLC and True Nature Holding, Inc. | 8-K | 10.1 | 3/13/2020 |
| 10.41 | Convertible Redeemable Promissory Note issued by True Nature Holding, Inc. on April 8, 2020, to Eagle Equities, LLC. | 8-K | 4.01 | 4/17/2020 |
| 10.42 | Securities Purchase Agreement, dated April 8, 2020, between True Nature Holding, Inc. and Eagle Equities, LLC. | 8-K | 4.02 | 4/17/2020 |
| 10.43 | Promissory Note issued by Bank of America, NA on April 25, 2020, to True Nature Holding, Inc. | 8-K | 10.1 | 5/11/2020 |
| 10.44* | Board of Directors Advisory Agreement, dated June 1, 2020, between Mitesco, Inc. and Faraz Paqvi. | 8-K | 5.01 | 7/13/2020 |
| 10.45 | Convertible Redeemable Note, dated July 1, 2020, between Mitesco, Inc. and Eagle Equities, LLC Inc. | 8-K | 4.01 | 8/05/2020 |
| 10.46 | Securities Purchase Agreement, dated July 1, 2020, between Mitesco, Inc. and Eagle Equities, LLC. | 8-K | 10.01 | 8/05/2020 |
| 10.47 | Consulting Advisor Agreement, dated July 8, 2020, between Mitesco, Inc. and Michael Loiacono. | 8-K | 10.1 | 7/08/2020 |
| 10.48* | Board of Directors Advisory Agreement, dated August 1, 2020, between Mitesco, Inc. and Juan Carlos Iturregui. | 8-K | 10.02 | 8/05/2020 |
| 10.49 | Securities Purchase Agreement, dated August 20, 2020, between Mitesco, Inc. and Eagle Equities, Inc. | 8-K | 10.01 | 8/27/2020 |
| 10.50 | Convertible Redeemable Promissory Note, dated August 20, 2020, between Mitesco, Inc. and Eagle Equities Inc. | 8-K | 4.01 | 8/27/2020 |
| 10.51 | Securities Purchase Agreement, dated September 30, 2020, between Mitesco, Inc. and Eagle Equities, Inc. | 8-K | 10.01 | 10/06/2020 |
| 10.52 | Convertible Redeemable Promissory Note, dated September 30, 2020, between Mitesco, Inc. and Eagle Equities Inc. | 8-K | 4.01 | 10/06/2020 |
| 10.53 | Form of lease agreement between The Good Clinic, LLC, and LMC NE Minneapolis Holdings, LLC, dated October 19, 2020. | 10-Q | 10.4 | 11/13/2020 |
| 10.54 | Securities Purchase Agreement, dated October 29, 2020, between Mitesco, Inc. and Eagle Equities, Inc. | 8-K | 10.01 | 11/06/2020 |
| 10.55 | Convertible Redeemable Promissory Note, dated October 29, 2020, between Mitesco, Inc. and Eagle Equities Inc. | 8-K | 4.01 | 11/06/2020 |
| 10.56 | Securities Purchase Agreement, dated December 9, 2020, between Mitesco, Inc. and Eagle Equities, Inc. | 8-K | 10.01 | 12/15/2020 |
| 10.57 | Convertible Redeemable Promissory Note, dated December 9, 2020, between Mitesco, Inc. and Eagle Equities Inc. | 8-K | 4.01 | 12/15/2020 |
| 10.61 | Employment Agreement by and between Phillip Keller and Mitesco, Inc., dated as of March 17, 2021. | 8-K | 10.1 | 03/17/2021 |
| 21.1 | Subsidiaries of the Registrant | X |
| 31.1 | Certification by the Principal Executive Officer and Principal Financial Officer of the Registrant pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X |
| 32.1 | Certification by the Principal Executive Officer and Principal Financial Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X |
| 101.INS | Inline XBRL Instance Document | X |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | X |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | X |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | X |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| * | Management contract or compensatory plan or arrangement required to be identified pursuant to Item 15(a)(3) of this report. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.