Mitesco, Inc.

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. 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.

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. 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.

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.

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 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 Q4 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 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.

Previous wording

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 wording

As of the date of this filing it has converted approximately $26 million of its obligations, representing approximately $21.7 million of its senior securities, and approximately $4.3 million of notes and accounts payable, into 2,628,179 shares of restricted Common Stock, and 562,998 Series A Preferred stock (before giving effect to redemptions made in Q1, Q2 and Q3 FY2025). 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 wording

We had revenues of $38,700 for the nine months ended September 30, 2025, compared to $29,500 in the comparable period. The revenues were related to our newly formed subsidiary Centcore, LLC.

Current wording

We had revenues of $0 for the three months ended March 31, 2026, compared to $17,000 in the comparable period in 2025. The revenues were related to our subsidiary Centcore, LLC which we pause operations during the current period.

Previous wording

Our total operating expenses for the three months ended September 30, 2025, were $1,014,422. For the comparable period in 2024, the operating expenses were $239,742. 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 $812,149 for the three months ended September 30, 2025 compared to $106,250 for the comparable period.

Current wording

Our total operating expenses for the three months ended March 31, 2026, were $352,929. For the comparable period in 2025, the operating expenses were $283,986. The increase is the result of the Company’s focus on developing its new Robo Agent software.

Previous wording

Interest expense – related parties was $0 for the three months ended September 30, 2025, compared to $10,587 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 March 31, 2026, compared to $2,297 in the prior period. The decrease was a result of the settlement of all outstanding debt balances during the year ended December 31, 2025.

Previous wording

During the three months ended September 30, 2025, we recorded a loss on revaluation of derivative liabilities of $917,212. There were no comparable transactions in the prior period.

Current wording

During the three months ended March 31, 2026, we recorded a loss on revaluation of derivative liabilities of $4,388 compared to $4,362,645 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 13, 2025, we had cash of approximately $55,000 compared to cash of approximately $300 as of September 30, 2025. This was as a result of our latest financing using the 2025 Bridge Notes (see subsequent events). 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 20, 2026, we had cash of approximately $2,400 compared to cash of approximately $1,500 as of March 31, 2026. Our Company’s recurring losses from operations, 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 $308,963 for the nine months ended September 30, 2025. This is the result of establishing the operations of the Company’s newly formed subsidiaries. Cash used in operations for the nine months ended September 30, 2024, was $399,775.

Current wording

Net cash used in operating activities was $219,739 for the three months ended March 31, 2026 compared to cash used in operations for the three months ended March 31, 2025, of $97,413. The increase is the result of the Company’s focus on developing its new Robo Agent software.

Previous wording

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

Current wording

The Company had no investing activities for the three months ended March 31, 2026 and 2025.

Previous wording

Net cash provided by financing activities for the nine months ended September 30, 2025, was $305,882, compared to $428,759 for the nine months ended September 30, 2024. Cash provided by financing activities was the result of cash proceeds from sales of Series A preferred shares of $125,000 and cash proceeds from notes payable of $200,000, offset by the repayment of principal on the SBA loan in the amount of $19,118.

Current wording

Net cash provided by financing activities for the three months ended March 31, 2026, was $120,415, compared to $94,200 for the three months ended March 31, 2025. Cash provided by financing activities for the three months ended March 31, 2026 was the result of cash proceeds from convertible promissory notes of $125,000, offset by the repayment of principal on the SBA loan in the amount of $4,585. Cash provided by financing activities for the three months ended March 31, 2025, 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, 2025, we had the following current liabilities which are payable in cash: Accounts payable and accrued liabilities of approximately $4.3 million; notes payable of approximately $0.6 million; SBA Loan Payable of approximately $0.4 million; legal settlements of approximately $3.3 million; accrued interest payable of approximately $0.4 million; and other current liabilities of approximately $0.2 million and royalty payable of approximately $0.2 million. We also have the following liabilities which are payable in stock: derivative liabilities of approximately $1.2 million and Series A Preferred Stock liability of approximately $7 million.

Current wording

At March 31, 2026 we had the following current liabilities which are payable in cash: Accounts payable and accrued liabilities of $4.1 million; notes payable of $0.6 million; convertible notes payable of $0.6 million; SBA Loan Payable of $0.4 million; legal settlements of $3.5 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 $9.2 million and preferred stock dividends payable $0.02 million.