Annual report pursuant to Section 13 and 15(d)

Note 26 - Subsequent Events

v3.8.0.1
Note 26 - Subsequent Events
12 Months Ended
Dec. 31, 2017
Notes  
Note 26 - Subsequent Events

Note 26 - Subsequent events

 

From January 1, 2018 through the March 15, 2018, the Company raised $607,098 from the exercise of warrants into Common Stock and $0 from warrant redemption fees.

 

The Company entered into Addendum VI with G Farma on January 17, 2018, in which Mentor invested an additional $100,000 in G Farma by increasing the aggregate principal face amount of the working capital note to $880,000, resulting in payments of $9,223 per month beginning February 15, 2018. The maturity date remained the same resulting in a total balloon payment of approximately $703,874 at maturity. See Note 9.

 

On January 23, 2018 the Company received a net payment on the Bhang judgement receivable at December 31, 2017 of $1,758,949 representing $2,045,668 for satisfaction of the judgement amount, accrued interest and reimbursed costs less $286,719 withheld for payment to two Bhang shareholders for return of 117,000 shares of Mentor Common Stock originally purchased for $228,150, plus interest. The payment and cost of Mentor Common Stock returned represents collection of the $1,987,099 Receivable from Bhang Chocolate Company at December 31, 2017.

 

The returned Mentor Common Stock is accounted for on January 23, 2018 as a reduction of the Receivable from Bhang Chocolate Company and reduction of outstanding Common Stock, see Note 5. The Bhang shareholders purchased the 117,000 shares of Common Stock in 2014 through the designation and exercise of 87,456 Series B warrants, exercisable at $0.11 plus $0.10 warrant redemption fee per warrant, and 29,544 Series D warrants, exercisable at $7.00 plus a $0.10 redemption fee per warrant, for an average exercise price of $1.95 per share, including the $0.10 warrant redemption fee. Upon return of such shares, the Company treated this as reduction of outstanding shares of Common Stock and reinstated the original warrants designated and exercised by the Bhang shareholders. In 2014, at the time the Bhang shareholders were designated as designees to exercise the warrants, Mr. Billingsley was also attempting to exercise warrants into shares of Mentor Common Stock to be used as collateral for a potential loan to the Company. Because the Series B warrants, exercisable at $0.11 per warrant, were offered to the two Bhang shareholders, they were not available to Mr. Billingsley. Instead of the Series B warrants Mr. Billingsley exercised 87,456 of his Series D warrants at $1.60 per warrant to obtain the necessary shares to collateralize the loan. Subsequent to year end, on January 23, 2018, the 117,000 shares of Mentor common stock exercised by the Bhang shareholders through Series B and Series D warrants were returned to the Company (see Note 5) and the associated exercise of warrants was reversed with 87,456 Series B warrants and 29,544 Series D warrants being reinstated.

 

On March 17, 2018, the Board approved reallocation of recently reinstated 87,456 Series B warrants to Mr. Billingsley to compensate him for the increased costs he incurred in exercising 87,456 Series D warrants in 2014. Mr. Billingsley’s holdings of Series D warrants were reduced by 87,456 warrants (though Mr. Billingsley could become a Series D warrant designee at any time), see Notes 12 and 26.

 

On January 25, 2018, the complaint against Mentor in the United States District Court for the District of Utah was dismissed with prejudice. Within the same order, the Court vacated an earlier order dated September 25, 2017, related to issuance of Mentor’s stock. On February 2, 2018, Mentor’s third-party claims, related to plaintiffs’ now-dismissed complaint, were dismissed with prejudice. This complaint related to 75,000 shares of Mentor’s Common Stock purchased from Bhang Corporation’s CEO in a secondary sale to which Mentor was not a party. See Note 23

 

In January and February 2018, Mentor contributed $800,000 of capital to its wholly owned subsidiary, Partner I to facilitate the purchase of manufacturing equipment to be leased from Partner I by G FarmaLabs Limited (“G Farma”) under a Master Equipment Lease Agreement dated January 16, 2018, see Note 1.

 

On February 1, 2018, the Company formed Mentor Partner II, LLC (“Partner II”), a California limited liability company as a wholly owned subsidiary of Mentor for the purpose of cannabis-focused acquisition and investing. On February 8, 2018, Mentor contributed $400,000 to Partner II to facilitate the purchase of manufacturing equipment to be leased from Partner II by Pueblo West Organics, LLC under a Master Equipment Lease Agreement dated February 11, 2018, see Note 26.