Mentor Capital changes auditor to M&K CPAS

Mentor Capital, Inc. changed its independent registered public accounting firm.

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Form Type

8-K

Rhea-AI Filing Summary

Mentor Capital, Inc. changed its independent registered public accounting firm. On April 20, 2026, the board and audit committee dismissed Cherry Bekaert LLP and approved the engagement of M&K CPAS, PLLC as the new auditor.

The company states there were no disagreements or reportable events with Cherry Bekaert related to accounting principles, disclosures, auditing scope, or procedures for the year ended December 31, 2025. Cherry Bekaert’s audit report for 2025 contained no adverse opinion, disclaimer, or qualifications, and a confirming letter from the firm is filed as Exhibit 16.1.

8-K Event Classification

2 items: 4.01, 9.01

2 items

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Auditor dismissal date: April 20, 2026 New auditor engagement date: April 20, 2026 Fiscal year audited: Year ended December 31, 2025 +1 more

4 metrics

Auditor dismissal date April 20, 2026 Cherry Bekaert LLP dismissed as independent accountant

New auditor engagement date April 20, 2026 M&K CPAS, PLLC approved as new independent auditor

Fiscal year audited Year ended December 31, 2025 Cherry Bekaert audit with no adverse or qualified opinion

Exhibit 16.1 date April 22, 2026 Letter from Cherry Bekaert to SEC regarding auditor change

Key Terms

independent registered public accountant, reportable event, Item 304(a)(1)(iv) of Regulation S-K, audit report, +1 more

5 terms

independent registered public accountant financial

"approved the engagement of M&K CPAS, PLLC as the Company’s independent registered public accountant"

reportable event regulatory

"No “disagreement” and no “reportable event” leading to a difference of opinion as defined in Item 304(a)(1)(iv)"

Item 304(a)(1)(iv) of Regulation S-K regulatory

"as defined in Item 304(a)(1)(iv) and Item 304(a)(1)(v) of Regulation S-K of the SEC’s rules and regulations"

audit report financial

"The audit report of Cherry Bekaert on our consolidated financial statements as of and for the year ended December 31, 2025, did not contain an adverse opinion"

An audit report is an independent accountant’s written assessment of a company’s financial records and the systems that produce them, stating whether the financial statements can be relied on. For investors it’s like a trusted second opinion or home inspection: a clean report increases confidence that numbers are accurate, while exceptions or concerns signal higher risk, possible restatements, or problems that could affect a company’s value.

Emerging Growth Company regulatory

"Emerging Growth Company 01 Changes in Registrant’s Certifying Accountant"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What change in auditor did Mentor Capital (MNTR) disclose?

Mentor Capital dismissed Cherry Bekaert LLP as its independent accountant and appointed M&K CPAS, PLLC on April 20, 2026. The change was approved by the board of directors and audit committee and covers the company’s role as independent registered public accounting firm.

Did Mentor Capital (MNTR) report any disagreements with Cherry Bekaert?

The company reports no disagreements with Cherry Bekaert on accounting principles, financial statement disclosure, or audit procedures for 2025. It also states there were no reportable events under Item 304(a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-K during the relevant periods.

How was Cherry Bekaert’s 2025 audit opinion on Mentor Capital described?

Cherry Bekaert’s audit report on Mentor Capital’s 2025 consolidated financial statements did not contain an adverse opinion or disclaimer. It was not qualified or modified regarding uncertainty, audit scope, or accounting principles, indicating a standard unqualified audit opinion for that fiscal year.

What prior relationship did Mentor Capital have with M&K CPAS before engagement?

During the two most recent fiscal years and the interim period before engagement, Mentor Capital had no consultations with M&K CPAS on accounting principles, potential audit opinions, disagreements, or reportable events. No written report or oral advice from M&K CPAS influenced the company’s accounting decisions.

What exhibits accompanied Mentor Capital’s auditor change disclosure?

Mentor Capital included Exhibit 16.1, a letter from Cherry Bekaert LLP dated April 22, 2026 to the Securities and Exchange Commission confirming statements about the auditor change. It also listed Exhibit 104, the cover page interactive data file embedded within the Inline XBRL document.

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Accepted by SEC EDGAR 04/23/2026 - 06:14 AM

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): April 20, 2026 (April 23, 2026)

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

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 ☐

Item 4.01 Changes in Registrant’s Certifying Accountant

(a) Disengagement from Previous Independent Registered Public Accounting Firm

On April 20, 2026, the Company dismissed its independent accountant, Cherry Bekaert LLP (“Cherry Bekaert”). The dismissal was approved by the Company’s Board of Directors and Audit Committee. Cherry Bekaert had been the Company’s independent accountant since January 2026.

In connection with the audit of our consolidated financial statements as of and for the fiscal year ended December 31, 2025, there were no disagreements with Cherry Bekaert on any matter of accounting principles or practices, financial statement disclosure, or auditing scope of procedures, which disagreements, if not resolved to the satisfaction of Cherry Bekaert, would have caused them to make reference in connection with its reports to the subject matter of the disagreements. No “disagreement” and no “reportable event” leading to a difference of opinion as defined in Item 304(a)(1)(iv) and Item 304(a)(1)(v) of Regulation S-K of the SEC’s rules and regulations have occurred during the fiscal year ended December 31, 2025, as of April 20, 2026, or preceding the change of our relationship with Cherry Bekaert.

The audit report of Cherry Bekaert on our consolidated financial statements as of and for the year ended December 31, 2025, did not contain an adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles.

We have requested that Cherry Bekaert furnish us with a letter addressed to the Commission stating whether it agrees with the above statements. A copy of this letter is included herewith as Exhibit 16.1.

(b) Engagement of New Independent Registered Public Accounting Firm

On April 20, 2026, the Company’s audit committee and board of directors approved the engagement of M&K CPAS, PLLC (“M&K CPAS”) as the Company’s independent registered public accountant, effective immediately. During the two most recent fiscal years and the subsequent interim period prior to their engagement, there were no consultations between us and M&K CPAS prior to their appointment concerning (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that M&K CPAS concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; (ii) any matter that was the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K); or (iii) any reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
16.1		Letter from Cherry Bekaert, LLP dated April 22, 2026 to the Securities and Exchange Commission regarding statements included in this Form 8-K
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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:	April 23, 2026	By:	*/s/ Chet Billingsley*
			Chet Billingsley, Chairman and CEO

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents