Mitesco CEO Valania reports approximately 5.8% stake

The Series X preferred position is separate from the reported common-stock percentage and carries 400 votes per share.

Available on EDGAR 11/09/2026 - 03:29 PM EST Accepted by SEC EDGAR 11/09/2026 - 03:29 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Mitesco, Inc.'s Chief Executive Officer, Chief Financial Officer and director, Brian Valania, beneficially owns 3,504,412 common shares, representing approximately 5.8% of approximately 60,000,000 common shares outstanding as of November 5, 2026. The 3,000,000 restricted shares awarded on August 3, 2026 had an aggregate stated value of $105,000.

Valania directly holds 12,000 Series X Preferred shares, including 4,800 issued on November 5, 2026 as compensation for work on acquisition matters; the board approved that issuance the same day. Each Series X share carries 400 votes, and these preferred shares are excluded from the common-stock ownership percentage. The reported securities are subject to applicable federal securities-law transfer restrictions.

Filing Explained

The amendment reports that Valania holds the securities for investment and has no specific plan or proposal among Schedule 13D’s listed corporate matters, apart from ordinary officer/director duties; it also reports no common-stock transactions by him in the preceding 60 days.

Key Figures

Common shares beneficially owned: 3,504,412 shares Common-stock ownership: Approximately 5.8% Common shares outstanding: Approximately 60,000,000 shares +5 more

8 metrics

Common shares beneficially owned 3,504,412 shares Brian Valania's reported position

Common-stock ownership Approximately 5.8% Based on common shares outstanding as of November 5, 2026

Common shares outstanding Approximately 60,000,000 shares As of November 5, 2026

Series X Preferred shares held 12,000 shares Directly held by Brian Valania

Series X voting rights 400 votes per share On matters submitted to stockholders

Series X Preferred shares issued 4,800 shares Issued November 5, 2026 as compensation for work on acquisition matters

Restricted shares awarded 3,000,000 shares Awarded August 3, 2026

Aggregate stated value of award $105,000 The August 3, 2026 restricted-share award

Key Terms

beneficially owns, sole dispositive power, restricted securities

3 terms

beneficially owns regulatory

"beneficially owns 3,504,412 shares of Common Stock"

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

sole dispositive power regulatory

"has sole voting power and sole dispositive power over 3,504,412 shares"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

restricted securities regulatory

"The securities reported herein are restricted securities"

Restricted securities are shares or other investment instruments that come with legal or contractual limits on when and how they can be sold, like stock given to founders or bought in a private offering. Think of them as assets in a locked box that can’t be freely traded until certain conditions — such as a waiting period, company registration, or specific approvals — are met. For investors this matters because restricted securities are less liquid and can affect timing, price, and perceived value when they eventually enter the market.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many MITI common shares does Brian Valania beneficially own?

Brian Valania beneficially owns 3,504,412 shares of Mitesco common stock, representing approximately 5.8% of approximately 60,000,000 common shares outstanding as of November 5, 2026.

How many MITI Series X Preferred shares does Brian Valania hold?

Valania directly holds 12,000 Series X Preferred shares. Each share carries 400 votes on matters submitted to stockholders, and the preferred shares are excluded from the reported percentage of outstanding common stock.

What transfer restrictions apply to Brian Valania's MITI securities?

The reported securities are restricted securities subject to applicable federal securities-law transfer restrictions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Mitesco, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

60672T107

(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)

11/05/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 60672T107

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)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 3,504,412.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 3,504,412.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

3,504,412.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.8 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Percentage calculation: 3,504,412 / approximately 60,000,000 shares outstanding as of November 5, 2026 = approximately 5.841%, rounded to 5.8%.

SCHEDULE 13D

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/A Amendment No. 1 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 received the Common Stock 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 3,504,412 shares of Common Stock, consisting of: (i) 200,000 shares acquired on July 29, 2024 at $0.25 per share; (ii) 83,334 shares issued on October 26, 2025 at $0.035 per share; (iii) 221,078 shares acquired on July 21, 2026 at $0.08 per share; and (iv) 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. On November 5, 2026, the Reporting Person received an additional 4,800 shares of Series X Preferred Stock as compensation for work on acquisition matters, bringing his total Series X Preferred holdings to 12,000 shares. The Series X issuance was approved by the Board on November 5, 2026.
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 approximately 60,000,000 shares of Common Stock issued and outstanding as of November 5, 2026, the Reporting Person beneficially owns 3,504,412 shares of Common Stock, representing approximately 5.8% of the outstanding Common Stock.
(b)	The Reporting Person has sole voting power and sole dispositive power over 3,504,412 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 12,000 shares of the Issuer's Series X Preferred Stock, consisting of 2,400 shares acquired on May 1, 2026, 4,800 shares acquired on July 10, 2026, and 4,800 shares issued on November 5, 2026 as compensation for work on acquisition matters. 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)	The Reporting Person has not effected any transactions in Common Stock during the preceding 60 days. On November 5, 2026, the Reporting Person received 4,800 shares of Series X Preferred Stock as compensation for work on acquisition matters, as described in Item 5(b). The 83,334-share Common Stock issuance on October 26, 2025 at $0.035 per share occurred outside the preceding 60-day period.
(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.

Valania Brian

Signature:	/s/ Brian Valania
Name/Title:	Brian Valania, individually (Chief Executive Officer and Chief Financial Officer of Mitesco, Inc.)
Date:	11/09/2026