OTC: MITI

Current Business Operations

We are a holding company seeking to provide products,
services and technology.

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.

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 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.

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.

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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.

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.

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.

FY2024 Debt Restructuring

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 the obligations of certain accredited institutional
investors into a newly created Series A Amortizing Preferred stock (“Series A Preferred”), and others into restricted common
stock using a price per share of $4.00.

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.

Additionally, 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 share, which resulted in the issuance of 23,206 shares of Series A Preferred
shares to three (3) of its institutional investors. This extinguishes $580,132 of its short-term debt. As of the date of this filing all
FY2024 bridge notes have been extinguished.

The FY2024 Debt Restructuring continued through
the following actions during FY2025:

●
The Q1 FY2025 redemptions of Series A Preferred stock resulted in the issuance of 1,366,394 shares of common stock, and the redemption of 20,098 shares of Series A Preferred stock;

●
During Q1 FY2025 a total of 4,000 new shares of Series A Preferred stock were issued for consideration of $100,000;

●
The Q2 redemptions of Series A Preferred stock resulted in the issuance of 402,450 shares of common stock issued, and the redemption of 4,052 shares of Series A Preferred stock;

●
No new shares of Series A Preferred shares were issued during Q2 FY2025;

●
The Q3 FY2025 redemptions of Series A Preferred stock resulted in the issuance of 2,025,910 shares of common stock, and the redemption of 10,308 shares of Series A Preferred stock

●
During Q3 a total of 1,000 shares of Series A Preferred stock were issued for total consideration of $25,000.

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As part of the restructuring, the Company agreed
to register shares of Common Stock issued and to be issued to Series A Preferred Stockholders.

Also, key to the restructuring:

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 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 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.

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. and WVP Emerging Manager Onshore Fund, LLC, with a potential total funding of $1 million, with an additional
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 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.

Competition

We are in the early stage of developing our data
center business, and while we believe there is a very large, and growing market for our offerings, there are also many competitors with
significant experience and client base, of varying size. We believe our technology and services approach will be able to compete with
other technology and services providers. We face competition primarily from:

●
In-house IT departments of our customers and potential customers provide services for their respective organizations but typically need help scaling large technology environments and maximizing the value from their cloud investments, especially when speed, cost and innovation are key constraints.

●
Traditional global IT systems integrators, such as Accenture, Atos, Capgemini, Cognizant, Deloitte, DXC Technology and IBM, offer consulting and outsourcing, in a labor-intensive model, for large enterprise customers. Many of these businesses largely support legacy technologies and, where cloud capabilities exist, legacy revenue streams disincentivize these companies from fully embracing cloud technologies.

●
Cloud service providers and digital systems integrators provide either consultation and implementation services for digital workflows or cloud services for a single cloud vendor. The solutions offered by these companies are often narrow in scope and are not well-suited for companies with complex hybrid, multi-cloud objectives.

●
Regional and national managed services providers use a local go-to-market approach, and provide cloud services such as AWS, Microsoft Azure and Google Cloud Platform (GCP).

●
Colocation providers, such as Equinix, CyrusOne and QTS, provide secure environments for hardware and access to network connectivity. We believe that these companies provide limited services differentiation, and their customers do not benefit from the economics of cloud-based technologies.

We believe the principal competitive factors in
our market include, but are not limited to:

●
Focus on the cloud

●
Technology and services expertise

●
Customer experience

●
Speed of innovation

●
Strength of relationships with technology partners

●
Automation and scalability

●
Standardized operational processes

●
Geographic reach

●
Brand recognition and reputation

●
Price

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We aspire to compare favorably on the basis of
the factors listed above. However, many of our competitors have: substantially greater financial, technical and marketing resources; relationships
with large vendor partners; larger global presence; larger customer bases; longer operating histories; greater brand recognition; and
more established relationships in the industry than we do. Furthermore, new entrants not currently considered to be competitors may enter
the market through acquisitions, partnerships or strategic relationships.

We cannot be assured that we will be able to compete
in any of the markets in which we intend to operate. This could cause you to lose your investment.

Our Competitive Strengths

We believe the following strengths and market
dynamics provide us with a competitive advantage. As additional capital is available to the Company, we will pursue the acquisition of
existing healthcare services and technology business, and we may consider opening new clinics using our revised and less capital-intensive
approach going forward:

●
Experienced team - with a proven track record of growing businesses both organically and through acquisition.

●
Public company experience – solid knowledge of the equity markets and participants in the financing of public companies.

●
Compliance experience – extensive securities law experience and in SEC reporting.

●
Knowledge of audit and accounting requirements – any acquisition into a publicly held company must be able to be fully audited according to PCOAB standards.

●
We have an Advisory Board which includes participants with significant experience and who are compensated through the issuance of restricted stock so as to align their interests with those of the shareholders.

Management/Human Capital

As of the date of this Annual Report, we have
no full-time employees, rather our needs are being met from the efforts of our directors and a number of individuals under consulting
or advisory agreements including accounting, SEC reporting, legal, sales, systems operation and software development.

We do not now, or expect in the near term, to
provide any benefits to our employees, advisors or consultants. We have historically provided incentive stock options and other equity
incentives to officers, directors and key employees to provide ownership and alignment of interests with our shareholders, however in
January 2024, the Board of Directors terminated the Mitesco Omnibus Securities and Incentive Plan so currently it has no active stock
incentive plans. During FY2024 the Company compensated members of its Board of Directors and its Advisory Board with restricted stock
issuances and expects to continue that practice going forward based on performance. During FY 2025, the members of the Board elected for
forgo all compensation. During the FY 2025 the one-year term of the Advisory Board members expired and they were not extended further.

We believe that the Company’s management
team will remain relatively small in the near term and should consist of a team with experience in 1) public company accounting and finance,
2) software and systems, 3) brand marketing, and 4) public equities financing.

As of December 31, 2025, none of our employees
were represented by a union or covered by a collective bargaining agreement. We have not experienced any work stoppages, and we consider
our relationship with our employees to be good.

Government Regulation

We are subject to a wide range of laws, regulations,
and legal requirements in the U.S., including those that may apply to our products and online services offerings, and those that impose
requirements related to user privacy, data storage and protection, cybersecurity, and as the role of regulation evolves, AI. For information
about governmental regulations applicable to our business, refer to Risk Factors included elsewhere in this filing.

If there are changes in laws, regulations, or
administrative or judicial interpretations, we may have to change our future business practices, or our business practices could be challenged
as unlawful, which could have a material adverse effect on our business, financial condition, and results of operations. See the description
below for certain of the laws, regulations, or administrative or judicial interpretations that we are currently subject to and the “Risk
Factors” section.

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Recent Developments

On October 31, 2025, Mitesco, Inc. ( the “Company”)
entered into a Senior Secured 10% Original Issue Discount Convertible Promissory Note (the “2025 Bridge Note”) with C/M Capital
Master Fund, L.P. with 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 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.

On December 19, 2025, Mitesco, Inc. (the “Company”)
entered into a second Senior Secured 10% Original Issue Discount Convertible Promissory Note (the “2025 Bridge Note”) with
C/M Capital Master Fund, L.P. and WVP Emerging Manager Onshore Fund, LLC, with a potential total funding of $1 million, with an additional
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 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.

On February 20, 2026, Mitesco, Inc. (the “Company”) entered
into a third Senior Secured 10% Original Issue Discount Convertible Promissory Note (the “2026 Bridge Note”) with C/M Capital
Master Fund, L.P. and WVP Emerging Manager Onshore Fund, LLC, with a potential total funding of $1 million, with an additional funding
of $125,000. 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 2026 Bridge Note is 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.

Smaller Reporting Company

We are subject to the reporting requirements of
Section 13 of the Exchange Act, and subject to the disclosure requirements of Regulation S-K of the SEC, as a “smaller reporting
company.” That designation will relieve us of some of the informational requirements of Regulation S-K.

Sarbanes-Oxley Act

Except for the limitations excluded by the JOBS
Act discussed under the preceding heading “Smaller Reporting Company,” we are also subject to the Sarbanes-Oxley Act of 2002.
The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures, and internal control,
over financial reporting. The Sarbanes-Oxley Act created a strong and independent accounting oversight board to oversee the conduct of
auditors of public companies and strengthen auditor independence. It also requires steps to enhance the direct responsibility of senior
members of management for financial reporting and for the quality of financial disclosures made by public companies; establishes clear
statutory rules to limit, and to expose to public view, possible conflicts of interest affecting securities analysts; creates guidelines
for audit committee members’ appointment, compensation and oversight of the work of public companies’ auditors; management
assessment of our internal controls; prohibits certain insiders from trading during pension fund blackout periods; requires companies
and auditors to evaluate internal controls and procedures; and establishes a federal crime of securities fraud, among other provisions.
In addition, we will be required to comply with the requirements of the

Section 404 of the Sarbanes-Oxley Act when we
cease to be an emerging growth company. We expect to incur significant expenses and devote substantial management effort toward ensuring
compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act.

Exchange Act Reporting Requirements

Section 14(a) of the Exchange Act requires all
companies with securities registered pursuant to Section 12(g) of the Exchange Act, like we are, to comply with the rules and regulations
of the SEC regarding proxy solicitations, as outlined in Regulation 14A. Matters submitted to shareholders at a special or annual meeting
thereof or pursuant to a written consent will require us to provide our shareholders with the information outlined in Schedules 14A (where
proxies are solicited) or 14C (where consents in writing to the action have already been received or anticipated to be received) of Regulation
14, as applicable; and preliminary copies of this information must be submitted to the SEC at least 10 days prior to the date that definitive
copies of this information are forwarded to our shareholders.

We are also required to file annual reports on
Form 10-K and quarterly reports on Form 10-Q with the SEC on a regular basis, and will be required to timely disclose certain material
events (e.g., changes in corporate control; acquisitions or dispositions of a significant amount of assets other than in the ordinary
course of business; and bankruptcy) in a Current Report on Form 8-K.

Other Corporate Information

Our website is www.mitescoinc.com and our principal
executive offices is located at 505 Beachland Blvd, Vero Beach, Florida 32963. Our telephone number is (844) 383 8689. We make available
free of charge on our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments
to those reports, as soon as reasonably practicable after we electronically file or furnish such materials to the SEC. Our website (www.mitescoinc.com)
and the information contained therein or connected thereto are not intended to be incorporated into this Form 10-K. Our filings are also
available through the SEC website www.sec.gov.

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