Note 17 - Stockholders' Equity
|3 Months Ended|
Mar. 31, 2019
|Note 17 - Stockholders' Equity||
Note 17 - Stockholders equity
The Company was incorporated in California in 1994 and was redomiciled as a Delaware corporation, effective September 24, 2015. There are 75,000,000 authorized shares of Common Stock at $0.0001 par value. The holders of Common Stock are entitled to one vote per share on all matters submitted to a vote of the stockholders.
On August 8, 2014, the Company announced that it was initiating the repurchase of 300,000 shares of its Common Stock (approximately 2% of the Companys common shares outstanding at that time). As of March 31, 2019 and December 31, 2018, 44,748 and 44,748 shares have been repurchased and retired, respectively.
Mentor has 5,000,000, $0.0001 par value, preferred shares authorized.
On July 13, 2017, the Company filed a Certificate of Designation of Rights, Preferences, Privileges and Restrictions of Series Q Preferred Stock (Certificate of Designation) with the Delaware Secretary of State to designate 200,000 preferred shares as Series Q Preferred Stock, such series having a par value of $0.0001 per share. Series Q Preferred Stock is convertible into Common Stock, at the option of the holder, at any time after the date of issuance of such share and prior to notice of redemption of such share of Series Q Preferred Stock by the Company, into such number of fully paid and nonassessable shares of Common Stock as determined by dividing the Series Q Conversion Value by the Conversion Price at the time in effect for such share.
The per share Series Q Conversion Value, as defined in the Certificate of Designation, shall be calculated by the Company at least once each calendar quarter as follows: The per share Series Q Conversion Value shall be equal the quotient of the Core Q Holdings Asset Value divided by the number of issued and outstanding shares of Series Q Preferred Stock. The Core Q Holdings Asset Value shall equal the value, as calculated and published by the Company, of all assets that constitute Core Q Holdings which shall include such considerations as the Company designates and need not accord with any established or commonly employed valuation method or considerations. Core Q Holdings consists of all proceeds received by the Company on the sale of shares of Series Q Preferred Stock and all securities, acquisitions, and business acquired from such proceeds by the Company. The Company shall periodically, but at least once each calendar quarter, identify, update, account for and value, the assets that comprise the Core Q Holdings.
The Conversion Price of the Series Q Preferred Stock shall be at the product of 105% and the closing price of the Companys Common Stock on a date designated and published by the Company. The Series Q Preferred Stock is intended to allow for a pure play investment in cannabis companies that have the potential to go public. The Series Q Preferred Stock will be available only to accredited, institutional or qualified investors.
The Company sold and issued 11 shares of Series Q Preferred Stock on May 30, 2018, at a price of $10,000 per share, for an aggregate purchase price of $110,000 (Series Q Purchase Price). The Company invested the Series Q Purchase Price as capital in Partner II to purchase equipment to be leased to Pueblo West. Therefore, the Core Q Holdings at March 31, 2019 and December 31, 2018 include this interest. The Core Q Holdings Asset Value at March 31, 2019 and December 31, 2018 was $13,584 and $12,844 per share, respectively. There is no contingent liability for the Series Q Preferred Stock conversion at March 31, 2019 and December 31, 2018. At March 31, 2019 and December 31, 2018, the Series Q Preferred Stock could have been converted at the Conversion Price of $0.45 and $0.36, respectively, into an aggregate of 332,065 and 392,447 shares, of the Companys Common Stock, respectively. Because there were net losses for the three months ended March 31, 2019, these shares were anti-dilutive and therefore are not included in the weighted average share calculation for the period. There were no Series Q Preferred Stock outstanding during the three months ended March 31, 2018.
The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef