Please wait

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13D/A 0001185185-25-000056 0002005542 XXXXXXXX LIVE 1 Common Stock, par value $0.01 per share 01/16/2024 false 0000802257 60672T107 MITESCO, INC. 505 Beachland Blvd., Suite 1377 Vero Beach FL 32963 John Mitchell 844-383-8689 505 Beachland Blvd., Suite 1-377 Vero Beach FL 32963 0002005542 N Mitchell John Gormer Jr. PF N X1 1263494.00 0.00 1263494.00 0.00 1263494.00 N 6.64 IN * Consists of (i) 303,494 shares of Common Stock held directly by the Reporting Person, and (ii) 2,400 shares of the Issuer's Series X Preferred Stock held directly by the Reporting Person which entitle the holder to 400 votes per share on all matters submitted to a vote of the Issuer's common stockholders. As a result, the Reporting Person holds 1,263,494 votes representing 6.64% of the votes on all matters submitted to a vote of the Issuer's common stockholders. ** Based on a total of 19,038,212 shares of capital stock outstanding as of March 31, 2025 as verified by the Issuer, consisting of (i) 11,157,012 share of Common Stock which entitle the holders to one vote per share and (ii) 19,703 shares of Series X Preferred Stock which entitle the holders to 400 votes per share on all matters submitted to a vote of the holders of Common Stock or aggregate voting power of 7,881,200 shares of Common Stock. Common Stock, par value $0.01 per share MITESCO, INC. 505 Beachland Blvd., Suite 1377 Vero Beach FL 32963 This Amendment No. 1 (the "Amendment No. 1") to the Schedule 13D (the "Schedule 13D") is being filed to amend the Schedule 13D as originally filed with the U.S. Securities and Exchange Commission (the "SEC") on January 29, 2025, with respect to the common stock, par value $0.01 per share ("Common Stock") of Mitesco, Inc., a Nevada corporation (the "Issuer"). This Schedule 13D is being filed by John Mitchell (the "Reporting Person"). The principal business address of the Reporting Person is 505 Beachland Blvd., Suite 1377, Vero Beach, Florida 32963. The principal business of the Reporting Person is the provision of business consulting services. The Reporting Person is also a director of the Issuer since December 15, 2023. During the past five years, the Reporting Person has not (i) been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which any of them became or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. During the past five years, the Reporting Person has not (i) been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which any of them became or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The Reporting Person is a citizen of the United States of America. In aggregate, the Reporting Person has voting and dispositive power over 1,263,494 shares of Common Stock of the Issuer, consisting of (i) 303,494 shares of Common Stock held directly by the Reporting Person, and (ii) 2,400 shares of the Issuer's Series X Preferred Stock ("Series X Preferred Stock") held directly by the Reporting Person which entitle the holder to 400 votes per share on all matters submitted to a vote of the Issuer's common stockholders. Between February 2, 2021 and September 6, 2023, the Reporting Person acquired 13,756 shares of Common Stock through open market purchases for an aggregate purchase price of $121,113. The Reporting Person's source of funds for such open market purchases was his personal funds. On September 2, 2022, the Issuer issued a 10% promissory note in the principal amount of $71,000 to the Reporting Person (the "Mitchell Note") in exchange for proceeds of $60,350. In addition, on September 2, 2022, the Issuer issued 582 shares of Common Stock to the Reporting Person at a contractual price of $12.50 per share and a market price at issuance date of $5.365 per share as commitment shares pursuant to the Mitchell Note. The Mitchell Note had a maturity date of the earlier of (i) November 30, 2022, or (ii) five business days after the date on which the Issuer successfully lists its Common Stock on Nasdaq or NYSE, and a default interest rate of 18%. As of December 1, 2022, the Issuer defaulted on the Mitchell Note and the interest rate increased to 18% under the terms of the Mitchell Note. At June 30, 2024, principal and accrued interest in the amount of $78,100 and $22,185, respectively, were due on the Mitchell Note. On September 28, 2024, the Reporting Person and the Issuer entered into a settlement agreement pursuant to which the Issuer issued 27,040 shares of Common Stock to the Reporting Person, in exchange for the full settlement of all accrued and unpaid principal and interest on the Mitchell Note. The Reporting Person's source of funds for the purchase of the Mitchell Note was his personal funds. On January 16, 2024, the Issuer issued 2,400 shares of Series X Preferred Stock to the Reporting Person as compensation for director services rendered to the Issuer. Between January 16, 2024 and April 15, 2025, the 2,400 shares of Series X Preferred Stock held by the Reporting Person accrued dividends of a total of 12,115 shares of Common Stock. On July 29, 2024, the Issuer issued 100,000 shares of Common Stock to the Reporting as compensation for non-director services rendered to the Issuer. On November 12, 2024, the Issuer issued 150,000 shares of Common Stock to the Reporting Person as compensation for non-director services rendered to the Issuer. The purposes of the Reporting Person's acquisition of Common Stock on September 2, 2022, was for investment purposes and for the provision of bridge financing to the Issuer. The purpose of the Reporting Person's acquisition of Common Stock on September 28, 2024, was for investment purposes and to discharge obligations owed by the Issuer to the Reporting Person under the Mitchell Note. The purpose of the Reporting Person's acquisition of the Series X Preferred Stock on January 1, 2024, was for investment purposes and to discharge obligations owed by the Issuer to the Reporting Person for services rendered. The purpose of the Reporting Person's acquisition of Common Stock on July 29, 2024 and November 12, 2024, was for investment purposes and to discharge obligations owed by the Issuer to the Reporting Person for services rendered. The Reporting Person intend to evaluate on an ongoing basis the investments in the Issuer and their options with respect to such investments. The Reporting Person may, from time to time and at any time, acquire additional shares of Common Stock for investment purposes if market conditions are favorable, in the open market, in privately negotiated transactions or otherwise. The Reporting Person may also dispose of some or all of the shares of Common Stock that the Reporting Person beneficially owns, periodically, by public or private sale (registered or unregistered and with or without the simultaneous sale of newly-issued Common Stock by the Issuer), gift, expiration of options, forfeiture of restricted shares or otherwise, including, without limitation, sales of Common Stock pursuant to Rule 144 under the Securities Act of 1933, as amended, or otherwise. The Reporting Person reserve the right not to acquire Common Stock at any given time and not to dispose of all or part of Common Stock the Reporting Person may own at any given time if they determine such acquisition or disposal is not in their best interests at the time in question. Other than as described above, the Reporting Person does not have any current plans or proposals which relate to, or would result in, (a) any acquisition or disposition of securities of the Issuer, (b) any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (c) any sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries, (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board of directors, (e) any material change in the Issuer's present capitalization or dividend policy, (f) any other material change in the Issuer's business or corporate structure, (g) any change in the Issuer's articles of incorporation or bylaws or other actions which may impede the acquisition of control of the Issuer by any person, (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (i) a class of the Issuer's equity securities becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended, or (j) any action similar to those enumerated above. The information set forth in rows 11 and 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 was calculated based on a total of 19,038,212 shares of capital stock outstanding as of March 31, 2025, as verified by the Issuer, consisting of (i) 11,157,012 share of Common Stock which entitle the holders to one vote per share and (ii) 19,703 shares of Series X Preferred Stock which entitle the holders to 400 votes per share on all matters submitted to a vote of the holders of Common Stock or aggregate voting power of 7,881,200 shares of Common Stock. As of the date of this Schedule 13D, the Reporting Person may be deemed to be the beneficial owner of an aggregate of 1,263,494 shares of Common Stock, including (i) 303,494 shares of Common Stock held directly by the Reporting Person, and (ii) 2,400 shares of Series X Preferred Stock held directly by the Reporting Person. Such shares constitute approximately 6.64% of the Common Stock. The Reporting Person may be deemed to have sole voting and sole dispositive power with respect to such shares. The information set forth in rows 11 and 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 was calculated based on a total of 19,038,212 shares of capital stock outstanding as of March 31, 2025, as verified by the Issuer, consisting of (i) 11,157,012 share of Common Stock which entitle the holders to one vote per share and (ii) 19,703 shares of Series X Preferred Stock which entitle the holders to 400 votes per share on all matters submitted to a vote of the holders of Common Stock or aggregate voting power of 7,881,200 shares of Common Stock. As of the date of this Schedule 13D, the Reporting Person may be deemed to be the beneficial owner of an aggregate of 1,263,494 shares of Common Stock, including (i) 303,494 shares of Common Stock held directly by the Reporting Person, and (ii) 2,400 shares of Series X Preferred Stock held directly by the Reporting Person. Such shares constitute approximately 6.64% of the Common Stock. The Reporting Person may be deemed to have sole voting and sole dispositive power with respect to such shares. Since January 16, 2024, the Reporting Person effected no transactions in the Common Stock other than the following: Date Amount of Shares Price per Share ($) Where and how the transaction was effected 3/19/2024 1.875 0.80 Dividends issued on Series X Preferred Stock 6/26/2024 1,875 0.80 Dividends issued on Series X Preferred Stock 7/29/2024 100,000 0.25 By Issuer as compensation for non-director services 9/16/2024 1,875 0.80 Dividends issued on Series X Preferred Stock 9/28/2024 27,040 3.71(1) Pursuant to settlement agreement with Issuer for Mitchell Note 10/15/2024 877 0.57 Dividends issued on Series X Preferred Stock 11/12/2024 150,000 0.34 By Issuer as compensation for non-director services 11/15/2024 909 0.55 Dividends issued on Series X Preferred Stock 12/15/2024 1,250 0.40 Dividends issued on Series X Preferred Stock 1/15/2025 1,471 0.34 Dividends issued on Series X Preferred Stock 4/24/2025 1,136 0.44 Dividends issued on Series X Preferred Stock 4/24/2025 847 0.59 Dividends issued on Series X Preferred Stock (1) The price is based on the aggregate amount outstanding on the Mitchell Note, $100,285, divided by the number of shares. No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities covered by this Schedule 13D. Not applicable. To the knowledge of the Reporting Persons, except for the matters described in this Schedule 13D, there is no contract, arrangement, understanding or relationship (legal or otherwise) among the Reporting Persons or between the Reporting Persons and any other person with respect to any securities of the Issuer. Mitchell John Gormer Jr. /s/ John Mitchell John Mitchell 04/24/2025