8-K

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)

Registrant’s telephone number, including area code: (760) 788-4700

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):

Securities registered pursuant to Section 12(g) of the Act:

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 ☐

Items1.01 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.

Item7.01 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.

Exhibit 99.1

October 5, 2023

Mentor Capital Subsidiary Divestiture Nets 500% of Market Cap in Cash Strategic Buyer Pays Premium for MNTR’sInvestment in Trash Company

PLANO, Texas—(BUSINESS WIRE)— Mentor Capital, Inc. (OTCQB: MNTR) reports the sale to a strategic buyer of Mentor’s legacy 51% stock interest in an Arizona-based trash consolidating business for $5.0 million in cash received October 4, 2023, plus $1.0 million in an additional note payable due in one-year, pending any unforeseen adjustments. This compares to Mentor’s current market capitalization of $930,000 and recent book value of approximately $1,640,000. On June 30, 2023, Mentor estimated and reported that “the theoretical cash breakup value of the business, net of liabilities, may significantly exceed the current market price of the Company’s stock.”

Mentor has initiated the expansion of its planned focus in the classic energy sector with paced stock purchases in the oil, gas, uranium, coal, and related companies. Until divested, Mentor will continue to operate and collect on its other various business interests. In addition, during the late second and early third quarters of 2023, Mentor completed its second of two long-term stock repurchase programs.

AboutMentor Capital: The Company seeks to come alongside and assist private companies and their founders and investors in meeting their liquidity, equity financing, and acquisition objectives. Mentor is currently focusing its new efforts on adding assets in the classic energy sectors.

Thispress release is neither an offer to sell nor a solicitation of offers to purchase securities.

Forward-LookingStatements*: This press release contains forward-looking statements within the meaning of federal securities laws, includingstatements concerning financial projections, financing activities, corporate combinations, product development activities, and salesand licensing activities. Such forward-looking statements are not guarantees of future results or performance and are sometimes identifiedby words of condition such as “should,” “could,” “expects,” “may,” “intends,”“seeks,” “looks,” “moves,” or “plans” and are subject to a number of risks and uncertainties,known and unknown, that could cause actual results or direction to differ materially from those intended or anticipated. Such risks include,without limitation: nonperformance of investments, partner and portfolio difficulties, potential delays in marketing and sales, problemssecuring the necessary financing to continue operations, the potential of competitive products, services, and technologies, difficultiesexperienced in product development, in recruiting knowledgeable personnel, in protecting intellectual property, and the effects of adverseworldwide economic events, such as the coronavirus recovery, government regulations, ESG challenges, energy prices, and inflation. Furtherinformation concerning these and other risks is included in the Company’s Form 10-Q and Form 10-K filings, which, along with additionalvery important details on the Company, can be found here: https://ir.mentorcapital.com/all-sec-filings*

The Company undertakes no obligation to update or revise such forward-looking statements to reflect new information, events, or circumstances occurring after the date of this press release.

View source version on businesswire.com: https://www.businesswire.com/news/home/20231005565206/en/

Mentor Capital, Inc.

Chet Billingsley, CEO

(760) 788-4700

info@mentorcapital.com

Source: Mentor Capital, Inc.