SCHEDULE 13D: Mitesco Director Mack Leath Discloses 7.59% Stake, Details Debt-for-Equity Settlement
Beneficial Ownership Statement (Schedule 13D)
Mitesco, Inc. director Mack Leath has disclosed a 7.59% beneficial ownership stake in the company, primarily through a combination of direct share acquisitions, compensation for services, and a debt-for-equity conversion stemming from a defaulted promissory note.
Summary
- Mack Leath, an officer and director of Mitesco, Inc., has reported a beneficial ownership of 1,339,494 shares, representing 7.59% of the company's common stock as of February 1, 2025.
- His ownership includes 279,494 shares of Common Stock held directly, 100,000 shares held by his wife, and 2,400 shares of Series X Preferred Stock, which grant 400 votes per share.
- Leath acquired shares through various means, including open market purchases totaling $786 for 524 shares between September 2016 and December 2023.
- A significant portion of his stake resulted from the settlement of a $50,000 promissory note issued by Mitesco to Leath, which defaulted on December 1, 2022, leading to an 18% default interest rate.
- On September 28, 2024, Mitesco issued 18,952 shares of Common Stock to Leath to fully settle $21,069 in accrued and unpaid interest on the defaulted note.
- Additional shares were issued to Leath as compensation for director services (2,400 Series X Preferred Stock on January 1, 2024), accrued dividends on preferred stock (10,132 Common Stock between January 1, 2024, and January 15, 2025), and non-director services (100,000 Common Stock on July 29, 2024, and 150,000 Common Stock on November 12, 2024).
Sentiment
Score: 4
Explanation: The document reveals an insider's significant and growing stake, which can be a positive signal of confidence. However, it also highlights the Issuer's default on a promissory note and subsequent debt-for-equity settlement, indicating financial challenges and potential dilution for existing shareholders.
Positives
- The Reporting Person, an officer and director, has a significant and increasing stake in the company, aligning his interests with shareholders.
- The settlement of the defaulted promissory note, while involving equity issuance, resolves an outstanding debt obligation for Mitesco.
Negatives
- Mitesco, Inc. defaulted on a $50,000 promissory note issued to Mack Leath on December 1, 2022, leading to an increased interest rate of 18%.
- The company had $50,000 in principal and $21,069 in accrued interest due on the Leath Note as of June 30, 2024, indicating financial strain.
- The issuance of shares to settle debt and compensate for services suggests potential dilution for existing shareholders.
Risks
- Financial Distress/Liquidity Risk: The Issuer's default on a promissory note indicates potential financial distress or liquidity challenges.
- Dilution Risk: The issuance of common stock to settle debt and compensate for services could dilute the ownership of existing shareholders.
Future Outlook
The Reporting Person intends to continuously evaluate his investments in Mitesco, Inc. and may acquire additional shares in the open market or privately if market conditions are favorable. Conversely, he reserves the right to dispose of some or all of his beneficially owned shares through public or private sales, gifts, or other means, including Rule 144 sales. No other specific future plans regarding extraordinary corporate transactions, changes in board/management, capitalization, or corporate structure are currently in place.
Management Comments
- "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... or otherwise."
Industry Context
This Schedule 13D filing primarily details an individual insider's significant ownership stake and the financial transactions leading to it. It does not provide broad industry trends or competitive analysis. However, the company's reliance on insider financing and subsequent default on a promissory note could indicate challenges in securing traditional financing, which might be a broader issue for smaller, less established companies in certain market conditions.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Officer and Director | NA | Mack Leath | December 15, 2023 | Appointment to the board and management. |
Related Party Transactions
- Issuance of a $50,000 promissory note by Mitesco to Mack Leath (an officer and director) for $42,500 proceeds on September 2, 2022.
- Issuance of 410 shares of Common Stock to Mack Leath as commitment shares for the Leath Note on September 2, 2022.
- Settlement agreement on September 28, 2024, where Mitesco issued 18,952 shares of Common Stock to Mack Leath to settle accrued interest on the defaulted Leath Note.
- Issuance of 2,400 shares of Series X Preferred Stock to Mack Leath as compensation for director services on January 1, 2024.
- Issuance of 10,132 shares of Common Stock to Mack Leath for accrued dividends on Series X Preferred Stock between January 1, 2024, and January 15, 2025.
- Issuance of 100,000 shares of Common Stock to Mack Leath as compensation for non-director services on July 29, 2024.
- Issuance of 150,000 shares of Common Stock to Mack Leath as compensation for non-director services on November 12, 2024.
Stakeholder Impact
- Shareholders: Potential dilution due to the issuance of shares for debt settlement and compensation. The increased insider ownership by a director could be seen as a positive alignment of interests.
- Creditors: The default on the promissory note indicates a risk for other creditors, though the specific note was settled.
- Management/Employees: Mack Leath, as an officer and director, is directly impacted by the compensation in shares.
Next Steps
- Mack Leath intends to evaluate his investments in Mitesco, Inc. on an ongoing basis.
- Mack Leath may acquire additional shares of Common Stock for investment purposes if market conditions are favorable.
- Mack Leath may dispose of some or all of his beneficially owned shares periodically.
Key Dates
| Date | Description |
|---|---|
| 2016-09 | Beginning of period during which Mack Leath acquired 524 shares of Common Stock through open market purchases. |
| 2022-09-02 | Issuer issued a 10% promissory note in the principal amount of $50,000 to Mack Leath and 410 shares of Common Stock as commitment shares. |
| 2022-11-30 | Maturity date of the Leath Note (earlier of this date or Nasdaq/NYSE listing). |
| 2022-12-01 | Issuer defaulted on the Leath Note, increasing the interest rate to 18%. |
| 2023-12 | End of period during which Mack Leath acquired 524 shares of Common Stock through open market purchases; Mack Leath became an officer and director of the Issuer. |
| 2024-01-01 | Issuer issued 2,400 shares of Series X Preferred Stock to Mack Leath as compensation for director services. |
| 2024-06-30 | Principal and accrued interest ($50,000 and $21,069 respectively) were due on the Leath Note. |
| 2024-07-29 | Issuer issued 100,000 shares of Common Stock to Mack Leath as compensation for non-director services. |
| 2024-09-28 | Mack Leath and the Issuer entered into a settlement agreement, resulting in the issuance of 18,952 shares of Common Stock to settle accrued interest on the Leath Note. |
| 2024-11-12 | Issuer issued 150,000 shares of Common Stock to Mack Leath as compensation for non-director services. |
| 2025-01-15 | End of period during which Issuer issued 10,132 shares of Common Stock to Mack Leath for accrued dividends on Series X Preferred Stock. |
| 2025-02-01 | Date as of which 9,774,332 shares of Common Stock were outstanding, used for percentage calculation. |
| 2025-02-03 | Date of event which requires filing of this statement. |
| 2025-02-07 | Date of filing of this Schedule 13D. |
Recommendation
holdKeywords
Mitesco Inc., Mack Leath, Schedule 13D, beneficial ownership, common stock, preferred stock, promissory note, debt settlement, equity compensation, corporate governance, insider ownership, SEC filing
Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.