MITI 10-K & 10-Q changes, risk factors and insider trading
Mitesco, Inc. · OTC · Services-Computer Programming, Data Processing, Etc. · CIK 802257 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Our success will be dependent on our management, and the continued service of key employees.”
New heading “Our Common Stock is considered a “penny stock,” and is subject to SEC rules that impose additional sales practice requirements on broker-dealers. These requirements may reduce the liquidity of our Common Stock and make it more difficult for investors to sell their shares.”
Removed heading “Resales of our Common Stock in the public market by our stockholders as a result of this offering may cause the market price of our Common Stock to fall.”
Removed heading “Investors who buy shares at different times will likely pay different prices.”
Largest changes
“Our Common Stock is considered a “penny stock,” and is subject to SEC rules that impose additional sales practice requirements on broker-dealers. These requirements may reduce the liquidity of our Common Stock and make it more difficult for investors to sell their shares.”see in full comparison
“Investors who purchase shares in this offering at different times will likely pay different prices and so may experience different levels of dilution and different outcomes in their investment results. …”see in full comparison
“Resales of our Common Stock in the public market by our stockholders as a result of this offering may cause the market price of our Common Stock to fall.”see in full comparison
“Our success will be dependent on our management, and the continued service of key employees.”see in full comparison
“We are registering Common Stock issuable in connection with the Restructuring of obligations including all debts, notes, accounts payable, and certain of its previously issued preferred shares. Sales of large blocks of our Common Stock could depress the price of our Common Stock. …”see in full comparison
“Investors who buy shares at different times will likely pay different prices.”see in full comparison
Full comparison: every changed paragraph (17)
RISK
FACTORS
Investing in our securities involves a high
degree degree
of risk. You should carefully consider the risks described below, as well as the other information in this Form 10-K,prospectus, including
our financial
statements and the related notes and the section titled “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” in this Form 10-K,prospectus, before deciding whether to invest in our securities. The occurrence of any
of the
events or developments described below could harm our business, financial condition, results of operations and growth prospects.
In such
an event, the market price of our securities could decline, and you may lose all or part of your investment. Additional risks
and uncertainties
not presently known to us or that we currently deem immaterial also may impair our business operations. Some statements
in this Form 10K, prospectus,
including such statements in the following risk factors, constitute forward-looking statements. See the section entitled
“Cautionary
Note Regarding Forward-Looking Statements.”
We
have a new business plan and no operating history
upon which an evaluation of our prospects and future performance can be made. Our planned
operations are subject to all business risks
associated with new companies. The likelihood of our success must be consideredassessed considering
the problems, expenses, difficulties, complications,
and delays frequently encountered in connection with the establishment of a new
business, operation in a competitive industry. There is
a possibility that we could sustain losses for a long time or may never operate
profitably. If we are not successful in implementing our
strategy as anticipated, continue to incur losses, and fail to raise additional
capital, we may need to consider alternative options and
in an extreme scenario, shut down operations.
Our
growth will be dependent upon successful onboarding
of customers who subscribe to our data storage, data hosting, data center,datacenter, and managed
service offerings. This success is dependent on
successful marketing strategy, network building and expansion, and advertising, all of
which will incur capital expenditure. Moreover,
if and when we onboard customers, customers have no obligation to renew their subscriptions
for our services after the expiration of their
contractual subscription period, and in the normal course of business, some customers
will elect not to renew. In addition, our customers
may renew for fewer subscriptions, renew for shorter contract lengths or switch to
lower cost offerings of our services, particularly
in times of general economic uncertainty.
We
have a history of losses. We have nominal revenues
from our operations. The Report of our Independent Registered Public Accounting Firm
issued in connection with our audited financial statements
for the calendar yearyears ended December 31, 20242025, and 2023,2024, expressed substantial
doubt about our ability to continue as a going concern,
since we have had recurring operating losses and our lack of liquidity and working
capital. The Company’s continuance is dependent
on raising capital and generating revenues sufficient to sustain operations. We
have generated only minimal revenues from our present
business plan. If we generate revenue more slowly than we anticipate, or if our
operating expenses are higher than we expect, we may not
be able to pay our operating expenses or achieve profitabilityprofitability, and our financial
condition could suffer. Whether we can achieve cash
flow levels sufficient to support our operations cannot be accurately predicted.
Unless such cash flow levels are achieved, we will need
to borrow additional funds or sell debt or equity securities, or some combination
thereof, to obtain funding for our operations. Such
additional funding may not be available on commercially reasonable terms, or at all.
Our success will be dependent on our management, and the continued service of key employees.
Our success is dependent upon the decision making of our directors and executive officers. We believe that our success depends on the continued service of these persons and our ability to hire additional employees as and when needed. Currently, 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. Further, we cannot assure that we will be able to find and recruit new employees on terms acceptable to the Company. The unexpected loss of the services of one or more of our executives, directors and advisors, or the inability to find new employees within a reasonable period of time, when needed, could have a material adverse effect on the economic condition and results of operations of the Company.
Our
executive officer, directors as well as certain
other key shareholders are the owners in excess of approximately 50%53% of the voting shares of the
Company as of December 31, 20242025, as a
result of their ownership of our Series X Cumulative Redeemable Perpetual Preferred Stock (the “Series
X Preferred Stock”),
and Common Stock. The Series X Preferred stock votes with our outstanding shares of Common Stock at the rate
of 400 votes for each share
owned, one (1) vote for each common holder. As such, our board can determine the outcome of all matters submitted
to our stockholders
for approval, including the election of directors. Our management’s control of our voting securities may make
it impossible to complete
some corporate transactions without its support and may prevent a change in our control. In addition, this
ownership could discourage
the acquisition of our Common Stock by potential investors and could have an anti-takeover effect, possibly
depressing the trading price
of our Common Stock.
Sales
of substantial amounts of shares or the
perception that such sales could occur may adversely affect the prevailing market price for our
shares. We may issue additional shares
in subsequent public offerings or private placements to make new investments or for other purposes.
We are not required to offer any such
shares to existing shareholders on a preemptivepre-emptive basis. Therefore, it may not be possible for existing
shareholders to participate in
such future share issuances, which may dilute the existing shareholders’ interests in us.
Our Common Stock is considered a “penny stock,” and is subject to SEC rules that impose additional sales practice requirements on broker-dealers. These requirements may reduce the liquidity of our Common Stock and make it more difficult for investors to sell their shares.
Our Common Stock trades on the OTC marketplace at a price below $5.00 per share and therefore constitutes a “penny stock” under Rule 3a51-1 of the Exchange Act. As a result, sales of our Common Stock by a broker-dealer are subject to the penny stock rules under Rules 15g-1 through 15g-9, which require broker-dealers to provide potential investors with a standardized risk disclosure document, make a special suitability determination, and obtain the purchaser’s written consent before completing a transaction. These rules may limit the ability of broker-dealers to sell our Common Stock, reduce the level of trading activity in our securities, impair the liquidity of our Common Stock, and make it more difficult for investors to resell shares or obtain accurate price quotations. Because of these and other regulatory requirements, you may find it difficult to sell your shares of our Common Stock. Even if an investor is able to find a buyer, they may receive a lower price for their shares.
Our stock price has fluctuated in the past, has
recently been volatile
and may be volatile in the future. On DecemberOctober 13,2, 2024,2025, the reported closing price of our Common Stock was $0.40,
$0.38, while on March 21,30, 2025, 2026,
the reported closing sales price was $.59. For comparison purposes during the last 52 weeks prior to December
13, 2024, our stock price had a low closing price of $.02 and a high closing price of $1.00.$0.08. We may incur rapid and substantial decreases
in our stock price in the foreseeable future
that are unrelated to our operating performance or prospects. In addition, sales of substantial
amounts of our Common Stock, or the perception
that such sales might occur, could adversely affect the prevailing market prices of our
Common Stock and Warrants and our stock price
may decline substantially in a short period of time. As a result, our stockholders could
suffer losses or be unable to liquidate holdings.
As a result of this volatility, investors may experience losses on their investment
in our Common Stock. The market price for our Common
Stock may be influenced by many factors, including the ones discussed in this section
titled “Risk Factors”.
The Series A Preferred Shares are subject to redemption
by the Company, either in the form of cash or Common Stock, beginning January 1, 2025, at a rate of 1/36 of the total outstanding Series
A Preferred Shares, over the following three years. The Common Stock redemption shall be at a 10% discount to the average of the five
lowest closing prices over a 30-trading day period. The last saleclosing price of our Common Stock on MarchDecember 21,31, 2025, in the OTC Market
was was
$0.59.$0.17. The total value of the outstanding Series A Preferred Stock is $13,323,459.$13,333,500 as of December 31, 2025, based on a face value of
$25 per share. If the Company redeems all of the shares of Series A Preferred
Stock at a rate of $0.36$0.15 per share prior to their mandatory
conversion into Common Stock (which occurs at a rate of $4.00 per share),
the Company will have issued an aggregate of 33.3 million88,890,000 shares
of Common Stock at the end of the three-year period, which could cause
a dilution of over 70%90% to our existing shareholders.
Resales
of our Common Stock in the public market by our stockholders as a result of this offering may cause the market price of our Common Stock
to fall.
We
are registering Common Stock issuable in connection with the Restructuring of obligations including all debts, notes, accounts payable,
and certain of its previously issued preferred shares. Sales of large blocks of our Common Stock could depress the price of our Common
Stock. The existence of these shares and shares of Common Stock that may be issuable upon conversion or exercise, as applicable, of outstanding
shares of convertible preferred stock, warrants and options create a circumstance commonly referred to as an “overhang” which
can act as a depressant to the price of our Common Stock. The existence of an overhang, whether sales have occurred or are occurring,
also could make our ability to raise additional financing through the sale of equity or equity-linked securities more difficult in the
future at a time and price that we deem reasonable or appropriate. If our existing shareholders and investors seek to convert or exercise
such securities or sell a substantial number of shares of our Common Stock, such selling efforts may cause significant declines in the
market price of our Common Stock. In addition, the shares of our Common Stock sold in the offering will be freely tradable without restriction
or further registration under the Securities Act. As a result, a substantial number of shares of our Common Stock may be sold in the
public market following this offering. If there are significantly more shares of Common Stock offered for sale than buyers are willing
to purchase, then the market price of our Common Stock may decline to a market price at which buyers are willing to purchase the offered
Common Stock and sellers remain willing to sell our Common Stock.
Investors
who buy shares at different times will likely pay different prices.
Investors
who purchase shares in this offering at different times will likely pay different prices and so may experience different levels of dilution
and different outcomes in their investment results. Moreover, the Common Stock issued or issuable in connection with the Restructuring
(as defined below) was at a significant premium to the then market price of the Common Stock and is derived, in substantial part, from
a good faith estimate of the future value of Common Stock of the Company, which may never appreciate at our predicted levels, or worse,
may plummet compared to the current stock price. If the Common Stock is sold to the investors in this offering at a similar premium,
there is no guarantee that the value of our Common Stock will increase. The sale price may not accurately reflect the value of our Common
Stock and may not be realized upon any subsequent disposition of the same.
Management's Discussion & Analysis (MD&A)
New heading “Bridge Financing”
Removed heading “FY2024 Debt Restructuring”
Removed heading “Gardner Debt for Equity Agreement and other obligations from discontinued clinic operations”
Removed heading “Impairment of Long-Lived Assets”
Largest changes
“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”). …”see in full comparison
“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. …”see in full comparison
“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. …”see in full comparison
“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. …”see in full comparison
Full comparison: every changed paragraph (57)
Mitesco,
Inc. (the “Company,” “we,” “us,” or “our”)Mitesco was formed in the state of Delaware on
January January
18, 2012. On December 9, 2015, we restructured our operations and acquired Newco4pharmacy, LLC, a development stage company which
sought sought
to acquire compounding pharmacy businesses. As a part of the restructuring, we shut down our former business line. On April 24,
2020, 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 reduced
costs.
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
needs.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.
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.
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.
The
Vero Technology Ventures arm(VTV) subsidiary
is actively reviewing potential early-stage cloud computing solution vendors and is developing its own artificial
intelligence (A.I.)
based application setset. (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 estateestate, using cloud
computing based software.
This initial effort dubbed “Robo Agent”, is expected to be available for initial users in Q3 of
FY2025. 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.
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
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.
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.
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.
As
part of the restructuring, the Company agreed to register shares of Common Stock issued and to be issued to Series A Preferred Stockholders.
Advisory
Board
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.
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.
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:
We
had revenues of $43,700$38,700 for the twelve months
ended December 31, 2024,2025, compared to $0$43,700 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.
Our
total operating expenses for twelve months
ended December 31, 2024,2025, were $1,207,241.$1,916,733. For the comparable period in 2023,2024, the operating
expenses were $2,586,668.$1,207,241. The decreaseincrease is the
result of the winding down of the Company’s clinicfocus on establishing the operations withof Theits Goodnewly Clinic,formed subsidiaries as well as development of a software
LLCplatform subsidiary.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.
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.
Interest
expense – related parties was $28,474$1,470,101 for the twelve
months ended December 31, 2025, compared to $409,745 for the twelve months ended December 31, 2024,2024. compared to $109,502 in the prior period.
The decreaseincrease was a result of reduced increased
debt balances in the current period.
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.
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.
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.
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.
During the twelve months ended December 31, 2024, 2025,
we recorded a gain
on settlement of accounts payable of $2,289,283$562,793 compared to $185,487$2,289,283 for the twelve months ended December 31, 2023.2024
as a result of more obligations being settled in in the prior period as compared to the current period.
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.
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.
During
the twelve months ended December 31, 2023,2025, we recorded
a loss on legal settlement of $18,759.$500,000. There were no comparable transactions in
the currentprior period.
During the twelve months ended December 31, 2024,2025,
we recorded a loss of $4,585,124 on the revaluationredemption of derivativepreferred liabilities under the default provisionshares of certain$646,653. securities,There compared
towere ano losscomparable on revaluation of derivative liabilities of $85,773transactions in the prior period.
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.
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.
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.
ForDuring the twelve months ended December 31, 2024,
we hadrecorded ana overallGain net
losson available to common shareholderssettlement of $2,842,256,notes compared to a net loss available to common shareholderspayable of $15,052,144$515,964. forThere were no comparable transactions in the twelve
monthscurrent ended December 31, 2023.period.
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.
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.
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.
Net
cash used in investingoperating 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 $5,000$514,409.
This related tois the purchaseresult of establishing the operations of the AgingTopic.
DuringCompany’s thenewly twelveformed months ended December 31, 2023, the Company had no investing activities.subsidiaries.
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.
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, was $519,973, compared to $726,945 for the twelve
months ended December 31, 2023.2024. Cash provided
by financing activities was the result of cash proceeds from promissorysale of series A preferred stock of $125,000, convertible notes payable of
$500,000 and notes payable of $548,000,
$200,000, offset by the repayment of principal on the SBA loan in the amount of $28,027.$25,960.
At December 31, 2024,2025, we had the following current liabilities which
are payable in cash: Accounts payable and accrued liabilities of $4.4approximately $4 million; notes payable of $.5 million; notes payable to related
parties of $0.06$.6 million; SBA Loan Payable
of ofapproximately $0.4 million; property-related settlements of $2.7$3.4 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$0.2 million. We also have
the following liabilities which are payable in stock: derivative liabilities of $4.7$0.4 million,
Series A Preferred Stock liability of $5.2
approx. $9.4 million, and preferred stock dividends payable to related parties of $0.01$0.03 million.
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.
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.
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.
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:
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.
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, 2023,2025 and 2024, the Company made principal payments of $11,555$25,960 and $28,027 on this loan; during
the twelve months ended
December 31, 2023,2025 and 2024, the Company recorded interest in the amount of $5,719$3,845 and $4,128 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.
Bridge Financing
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.
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.
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.
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.
Gardner
Debt for Equity Agreement and other obligations from discontinued clinic operations
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.
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.
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 employeesperformance areis required to provide services.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.
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.
Impairment
of Long-Lived Assets
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.
What changed in the latest 10-Q
Risk Factors
Our business is subject to risks and events that, if they occur, could adversely affect our financial condition and results of operations and the trading price of our securities. In addition to the other information set forth in this quarterly report on Form 10-Q, you should carefully consider the factors described in Part I, Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission on April 15, 2026. There have been no material changes to the risk factors described in that report.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Comparison of the Six Months Ended June 30, 2026, and 2025.”
Largest changes
“Vero Technology Ventures' operations are centered on the development and commercialization of software and artificial intelligence solutions. Its flagship AI platform, Robo Agent, is designed to enhance sales productivity and workflow automation, with its initial market focus on the residential real estate sector and future expansion planned into financial services and related industries.”see in full comparison
“The Company intends to deploy three (3) models of the TC/DC, one with (2) processors, one with (5) processors and one with (10) processors. While the initial design is contemplated using Apple’s A5 processors, it expects a second vendor version as well, likely with processors from AMD, or a similar provider. Since the whole concept is low power consumption, the evaluation of “tokens per kWh” is a key factor. …”see in full comparison
“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. …”see in full comparison
“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. …”see in full comparison
“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. …”see in full comparison
Full comparison: every changed paragraph (45)
The Company currently operates through two primary business segments: its data center subsidiary, Centcore, and its software development division, Vero Technology Ventures (VTV).
Centcore initially entered the market through a colocation agreement with a data center facility in Melbourne, Florida. However, the Company exited that arrangement in late 2025 due to operating costs that were no longer competitive within the evolving market environment. In the first quarter of fiscal 2026, Centcore announced a strategic focus on developing and operating smaller-footprint data centers, generally targeting facilities of approximately 10,000 square feet. Building on that strategy, the Company recently unveiled plans to deploy an edge computing network utilizing its proprietary TC/DC modular data center node design, which is intended for residential, rural, and office-based deployments.
Vero Technology Ventures' operations are centered on the development and commercialization of software and artificial intelligence solutions. Its flagship AI platform, Robo Agent, is designed to enhance sales productivity and workflow automation, with its initial market focus on the residential real estate sector and future expansion planned into financial services and related industries.
In addition, VTV has developed Sportzfolio, a digital marketplace platform for the listing, marketing, and sale of sports-related properties and facilities. The platform supports a wide range of assets, including pickleball, golf, tennis, youth activity, and other specialized recreational properties. Sportzfolio is currently operational and features a user experience and property search functionality similar to leading online real estate marketplaces.
The Robo Agent initial prototype is in testing with a small group of agents with varying levels of experience and technical skills. Management believes it will be able to create its first licensing in Q4 FY2026 as it rolls out its full production version in late FY2026. It is intended only to be licensed to major players, of which most are publicly held companies. The smaller players in the industry will be sold and supported by third parties who specialize in supporting that segment of the marketplace.
The Robo Agent project has been strongly influenced by executives at one of the largest publicly held brokerages, who employs over 84,000 agents. The software will be running exclusively on the Company’s Centcore Data Center platform. Further, management believes the same user base can be engaged to deploy the new TC/DC edge computing platform aimed at residential and rural installations.
The new data center effort is focused on edge computing and is moving forward with a small engineering group set to build the first units, dubbed TC/DC and establish standards for the larger scale assembly effort. An executive with extensive data center operations is heading the project and has been working with the Company on the design of the application software for managing the network and allocation of tasks. Management is believes it can place up to 10,000 units over 2 – 3 years using its real estate agent user base to place units at residential sites, including owners of public housing, with larger installations on ranch and rural properties, and sparsely used areas such as golf courses and schools.
The Company intends to deploy three (3) models of the TC/DC, one with (2) processors, one with (5) processors and one with (10) processors. While the initial design is contemplated using Apple’s A5 processors, it expects a second vendor version as well, likely with processors from AMD, or a similar provider. Since the whole concept is low power consumption, the evaluation of “tokens per kWh” is a key factor. (A token is the measurement of computing resources used in AI operations.) The unit resembles a conventional trash can (hence the “TC” in the name) with versions intended for inside a garage, fully weatherproofed for outdoor settings, and a version to go inside of a home. The internet connection may be made by satellite (i.e. Starlink), conventional internet (Comcast, etc.) or a private 5G radio link. The battery systems will be recharged by 110v or in some cases solar panels.
Pulte Homes recently announced a prototype effort in a similar vein, though much more expensive and complicated than the TC/DC design.
https://que.com/nvidia-pulte-help-startup-deploy-mini-data-centers-in-homes/ https://www.realtor.com/news/trends/nvidia-pultegroup-span-date-center-backyard/ The Company is currently working through its corporate real estate brokerage connections to explore similar relationships with other large-scale production home builders, and regional builders. Also, with its larger relationships, it is evaluating certain rural applications where a barn or utility building might house multiple units with significant “off grid” power from solar panels.
The initial units are expected to cost around $10,000 each, dropping on volume over time.
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.
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.
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.
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.
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.
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
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
shares in consideration of an investment of $100,000 by three (3) of its institutional investors.
Comparison of the Three Months Ended MarchJune
31,30, 2026, and 2025.
We had revenues of $0$20,000 for the three months
ended June 30, 2026, compared to $18,700 in the comparable period. The revenue for the three months ended MarchJune 31,30, 2026,2026 were related to
the development of a new software for a customer compared
to $17,000 in the comparableprior periodyear in 2025. The revenueswhich were related to our subsidiary Centcore, LLCLLC, which
provides wedata pausecenter operations during
the current period.services.
Our total operating expenses for the three months
ended MarchJune 31, 30,
2026, were $352,929.$478,872. For the comparable period in 2025, the operating expenses were $283,986.$370,454. The increase is the result
of the Company’s
focus on developingestablishing itsfuture newbusiness Roboopportunities Agentas software.well as development of a software platform.
Interest expense was $318,239$561,525 for the three months
ended MarchJune 31,30, 2026, compared to $392,049$358,607 for the comparable period in 2025. The decreaseincrease was a result of decreasedthe increased debt balancesdiscount
amortization offset
byrelated to the Seriesconvertible Anotes preferredand sharesday accretion.one interest charges of $210,813 related to the derivative liabilities in excess
of the face value.
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.
During the three months ended March 31, 2026,
we recorded a loss on settlement of series A preferred shares of $101,733 compared to $250,977 in the prior period. The decrease is a
result of reduce number of common shares issued for settlement as a result of beneficial ownership limitation.
During the three months ended MarchJune 31,30, 2026, we
we recorded a lossgain on revaluationsettlement of derivative liabilities of $4,388$0, compared to $4,362,645$562,793 in the prior period.
During the three months ended June 30, 2026, we recorded a gain on revaluation of derivative liabilities of $137,665, compared to $68,222 in the prior period.
During the three months ended June 30, 2026 we recorded a loss on the settlement of Series A preferred shares of $94,652, compared to $8,038 in the prior period.
Comparison of the Six Months Ended June 30, 2026, and 2025.
Revenues
We had revenues of $20,000 for the six months ended June 30, 2026, compared to $35,700 in the comparable period. The revenue for the six months ended June 30, 2026 were related to the development of a new software for a customer compare to the prior year which were related to our subsidiary Centcore, LLC, which provides data center services.
Operating Expenses
Our total operating expenses for the six months ended June 30, 2026, were $831,801. For the comparable period in 2025, the operating expenses were $654,440. The increase is the result of the Company’s focus on establishing future business opportunities as well as development of a software platform.
Other Income and Expenses
Interest expense was $879,764 for the six months ended June 30, 2026, compared to $750,656 for the comparable period in 2025. The increase was a result of increased debt discount amortization and day one interest charges of $210,813 related to the derivative liabilities in excess of the face value.
Interest expense – related parties was $0 for the six months ended June 30, 2026, compared to $2,297 in the prior period. The decrease was a result of reduced debt balances in the current period.
During the six months ended June 30, 2026, we recorded a gain on settlement of liabilities of $0, compared to $562,793 in the prior period.
During the six months ended June 30, 2026, we recorded a gain on revaluation of derivative liabilities of $133,277, compared to $4,430,867 in the prior period.
During the six months ended June 30, 2026, we recorded a loss on revaluation of Series A preferred shares of $196,385, compared to $259,015 in the prior period.
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 MayAugust 20,17, 2026, we had cash of approximately $2,400$5,700 compared to cash of approximately $1,500$8,000 as of MarchJune 31,30, 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.
Net cash used in operating activities was $219,739$495,106
for the threesix months ended MarchJune 31,30, 20262026. comparedThis tois cashthe result of the development of its new software platforms and other administrative activities.
Cash used in operations for the threesix months ended MarchJune 31,30, 2025,2025 ofwas $97,413. The
increase is the result of the Company’s focus on developing its new Robo Agent software.$188,060.
Net cash used in investing activities was the result of the Company advancing $55,000 in unsecured funds to an unrelated third party for the six months ended June 30, 2026 compared to no investing activities for the six months ended June 30, 2025.
The Company had no investing activities for the
three months ended March 31, 2026 and 2025.
Net cash provided by financing activities for
the threesix months ended MarchJune 31,30, 2026, was $120,415,$457,233, compared to $94,200$187,382 for the threesix months ended MarchJune 31,30, 2025. Cash provided by financing
activities for the threesix months ended MarchJune 31,30, 2026 was the result of cash proceeds from convertible promissory notes of $125,000,$471,000, offset
by the repayment of principal on the SBA loan in the amount of $4,585.$13,767. Cash provided by financing activities for the threesix months ended
MarchJune 31,30, 2025, 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 $5,800.$12,618.
At MarchJune 31,30, 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$0.7 million; SBA Loan Payable of $0.4 million; legal settlements of $3.5 million; accrued interest payable of $0.4$0.5 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$0.8 million, Series A Preferred Stock liability of $9.2$11.6 million and preferred stock dividends payable $0.02of $0.03 million.
ne
MITI insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-08-03 | Leath Mack Rimmer Jr. |
Grant/award | 3,000,000 | $0.04 | $120.0K |
| 2026-08-03 | Valania Brian |
Grant/award | 3,000,000 | $0.04 | $120.0K |
| 2026-07-21 | Valania Brian |
Grant/award | 221,078 | $0.08 | $17.7K |
| 2026-07-10 | Leath Mack Rimmer Jr. |
Grant/award | 242,154 | $0.08 | $19.4K |
| 2026-04-24 | Leath Mack Rimmer Jr. |
Grant/award | 21,451 | $0.15 | $3.2K |
| 2024-07-29 | Valania Brian |
Grant/award | 200,000 | $0.25 | $50.0K |
Well-known investors holding MITI (13F)
None of the 59 investors we track reported a position in their latest 13F.