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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Mitesco, Inc. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
(CUSIP Number) |
Brian Valania 505 Beachland Blvd., Suite 1377 Vero Beach, FL, 32963 610.888.7509 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/03/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Valania Brian | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
SC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
3,421,078.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
7.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share |
| (b) | Name of Issuer:
Mitesco, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
Brian Valania, 505 Beachland Blvd., Suite 1377, Vero Beach,
FLORIDA
, 32963. |
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is filed by Brian Valania (the "Reporting Person"). |
| (b) | The Reporting Person's business address is 505 Beachland Blvd., Suite 1377, Vero Beach, Florida 32963. |
| (c) | The Reporting Person is the Chief Executive Officer, Chief Financial Officer and a director of Mitesco, Inc. The Issuer is a holding company focused on technology products and services and operates principally through Centcore and Vero Technology Ventures. The Issuer's address is 505 Beachland Blvd., Suite 1377, Vero Beach, Florida 32963. |
| (d) | During the past five years, the Reporting Person has not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors. |
| (e) | During the past five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree or final order of the type described in Item 2(e) of Schedule 13D. |
| (f) | The Reporting Person is a citizen of the United States. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The Reporting Person acquired the shares reported herein as compensation for services to the Issuer and did not use personal funds or borrowed funds to acquire those shares. The Reporting Person beneficially owns 3,421,078 shares of Common Stock, consisting of: (i) 215,605 shares acquired on July 29, 2024; (ii) 205,473 shares acquired on July 10, 2026 at $0.08 per share; and (iii) 3,000,000 restricted shares acquired on August 3, 2026 at $0.035 per share. The August 3 award had an aggregate stated value of $105,000. | |
| Item 4. | Purpose of Transaction |
The Reporting Person acquired the securities as compensation for services to the Issuer and holds them for investment purposes. In his capacities as Chief Executive Officer, Chief Financial Officer and a director, the Reporting Person participates in the management of the Issuer and in the consideration of its business, financing, capital structure, acquisitions, dispositions and other strategic matters.
The Reporting Person may acquire additional securities of the Issuer or dispose of securities from time to time, subject to applicable law, contractual restrictions, market conditions and personal financial considerations. Except for actions that may be considered or undertaken in the ordinary course of performing his duties as an officer and director, the Reporting Person currently has no specific plan or proposal that would result in any of the matters described in Items 4(a) through 4(j) of Schedule 13D. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Based on 48,392,796 shares of Common Stock issued and outstanding as of August 17, 2026, the Reporting Person beneficially owns 3,421,078 shares of Common Stock, representing approximately 7.1% of the outstanding Common Stock. |
| (b) | The Reporting Person has sole voting power and sole dispositive power over 3,421,078 shares of Common Stock and has shared voting power and shared dispositive power over no shares of Common Stock.
The Reporting Person also directly holds 7,200 shares of the Issuer's Series X Preferred Stock, consisting of 2,400 shares acquired on May 1, 2026 and 4,800 shares acquired on July 10, 2026. Based on information supplied by the Issuer, each Series X share carries 400 votes on matters submitted to stockholders. These preferred shares are disclosed for completeness but are not included in the percentage of the outstanding Common Stock reported above. |
| (c) | Transactions in Common Stock during the preceding 60 days are summarized below.
Date Shares Type Price/value How effected
July 10, 2026 205,473 Acquisition $0.08/share Board-approved compensation grant
Aug. 3, 2026 3,000,000 Acquisition $0.035/share Board-approved compensation grant |
| (d) | To the Reporting Person's knowledge, no other person has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock reported herein. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The securities reported herein are restricted securities and are subject to applicable federal securities-law transfer restrictions. The Reporting Person received certain shares pursuant to compensation arrangements and board authorizations of the Issuer. Except for those arrangements and the rights and restrictions applicable to the Series X Preferred Stock, the Reporting Person has no contract, arrangement, understanding or relationship of the type required to be disclosed by Item 6 with respect to the securities of the Issuer. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 1 -- Relevant board resolution or compensation/stock-award document relating to the 3,000,000-share award, if required to be filed.
Exhibit 2 -- Power of attorney, if the Schedule 13D is signed by an authorized representative and the power of attorney is not already on file with the SEC. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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