UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 10, 2023 (October 4, 2023)
| MENTOR CAPITAL, INC. |
| (Exact name of Registrant as specified in its charter) |
| Delaware | | 000-55323 | | 77-0395098 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
| 5964 Campus Court, Plano, Texas | | 75093 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (760) 788-4700
| N/A |
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(g) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common stock | | MNTR | | OTCQB |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act
Items 1.01 and 2.01. Entry Into a Material Definitive Agreement, and Completion of Acquisition or Disposition of Assets.
On October 4, 2023 Mentor Capital, Inc. (the “Company”) entered into, and closed, a Stock Purchase Agreement for Waste Consolidators, Inc. by and among Kyle Thomas, the Company, and Ally Waste Services, LLC under which the Company sold its 51% interest in Waste Consolidators, Inc. to Ally Waste Services, LLC for $5,000,000 and a one year unsecured, subordinated, Promissory Note in initial principal face amount of $1,000,000. Waste Consolidators, Inc. had been a subsidiary of the Company.
Item 7.01 Regulation FD Disclosure
In connection with the transaction set forth above, the Company issued the press release attached hereto as Exhibit 99.1.
The information included in this Item 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statement and Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | Mentor Capital, Inc. |
| | | |
| Date: October 10, 2023 | By: | /s/ Chet Billingsley |
| | | Chet Billingsley, Chairman and Chief Executive Officer |
