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): June 6, 2022

LODE-STAR

MINING INC.

(Exact name of registrant as specified in its charter)

Nevada	000-53676	47-4347638
(State<br> or other jurisdiction of<br><br> incorporation)	(Commission<br> File Number)	(I.R.S.<br> Employer <br><br> Identification No.)
1East Liberty Street, Suite 600<br><br> <br>Reno,NV	89501
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(Address<br> of principal executive offices)	(Zip<br> Code)

Registrant’s telephone number, including area code: (775) 234-5443

Former

name or former address, if changed since last report: N/A

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):

o     Written communications pursuant to Rule 425 under the

Securities Act (17 CFR 230.425)

o     Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

o     Pre-commencement communications pursuant to Rule 14d-2(b)

under the Exchange Act (17 CFR 240.14d -2(b))

o     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(b) of the Act:

Title<br> of each class	Trading<br> symbol(s)	Name<br> of each exchange on which registered
N/A	N/A	N/A

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 o

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. o

Item 1.02	Termination of a Material Definitive Agreement

On December 28, 2021, Lode-Star Mining Inc. (the “Company”) entered into an asset purchase agreement (the “Purchase Agreement”) with Sapir Pharmaceuticals, Inc., a Delaware corporation (“Sapir”), pursuant to which the Company purchased certain assets from Sapir used in connection with the proprietary stabilized formulation of the Epigallocatechin-gallate (EGCG) molecule (the “Business”) in exchange for 1,000,000 shares of newly-designated Series A preferred stock of the Company (the “Preferred Stock”). The closing of the acquisition occurred simultaneous with the execution and delivery of the Purchase Agreement.

At the closing, the parties also executed and delivered a royalty agreement (the “Royalty Agreement”) pursuant to which the Company agreed to pay Sapir a royalty equal to 5% of the gross revenues realized from licenses or products generated or derived from the Business. Copies of the Purchase Agreement and the Royalty Agreement (together, the “Sapir Agreements”) were attached as Exhibits 10.1 and 10.2, respectively, to the Company’s current report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on January 3, 2022.

Due to circumstances beyond the control of the parties, the Company was unable to develop the Business to the extent contemplated by (i) the Sapir Agreements and (ii) discussions that occurred between the Company and Sapir following the closing of the Purchase Agreement. As a result, on June 6, 2022, the Company and Sapir entered into a rescission agreement (the “Rescission Agreement”) in order to rescind the Purchase Agreement and the Royalty Agreement and restore both the Company and Sapir to the respective positions they occupied immediately in advance of the execution and delivery of the Sapir Agreements.

As of the date of the Rescission Agreement, the Company had not completed the issuance of the Preferred Stock to Sapir or completed any payments to Sapir under the Royalty Agreement.

The foregoing description of the Rescission Agreement includes a summary of all the material provisions but is qualified in its entirety by reference to the complete text of the Rescission Agreement included as Exhibit 10.11 to this report and incorporated herein by reference.

Item 1.01	Entry into a Material Definitive Agreement

On June 8, 2022, and in connection with the rescission of the Sapir Agreements, the Company entered into a debt reinstatement agreement (the “Reinstatement Agreement”) with Lode Star Gold, Inc., a Nevada corporation and the controlling shareholder of the Company (“LSG”), pursuant to which the Company agreed to reinstate the approximately $2.224 million in accrued, unpaid penalty and other payments (collectively, the “Debt”) previously owing by the Company to LSG under the mineral option agreement between the parties dated October 4, 2014, as amended on October 31, 2019 (together, the “Option Agreement”). The Debt was originally forgiven by LSG under a settlement and termination agreement between the parties dated January 14, 2022 (the “Settlement Agreement”) that provided for, among other things, the immediate termination of the Option Agreement (with the exception of certain standard provisions that survived according to their terms) and the return to LSG of the Company’s 20% undivided interest in and to the property that was the subject of the Option Agreement.

A copy of the Settlement Agreement was attached as Exhibit 10.9 to the Company’s current report on Form 8-K filed with the SEC January 14, 2022.

The foregoing description of the Reinstatement Agreement includes a summary of all the material provisions but is qualified in its entirety by reference to the complete text of the Reinstatement Agreement included as Exhibit **** 10.12 to this report and incorporated herein by reference.

Item 2.01	Completion of Acquisition or Disposition of Assets

Reference is made to the disclosure set forth under Item 1.02 above, which disclosure is incorporated herein by reference.

Item 3.02	Unregistered Sale of Equity Securities

On June 8, 2022, the Company entered into debt conversion agreements with three related parties pursuant to which the creditors converted an aggregate of $2,601,207.55 in accrued, unpaid debt into 70,302,906 shares of the Company’s common stock (collectively, the “Conversion Shares”) at a price of $0.037 per share. The identities of the creditors and the particulars of the conversions were as follows:

●	LSG<br> ($2,322,487, which amount includes the $2,223,894<br> reinstated under the Reinstatement Agreement, converted<br> into 62,769,918 shares);
●	Lonnie<br> Humphries, the controlling shareholder of LSG ($42,941.58 converted into 1,160,583 shares);<br> and
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●	Mark<br> Walmesley, the President, Chief Executive Officer and a director of the Company ($235,778.97<br> converted into 6,372,405 shares).
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The issuance of the Conversion Shares was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), as a transaction by an issuer not involving any public offering. The creditors provided representations to the Company that they acquired their respective Conversion Shares for investment purposes only and acknowledged that their respective Conversion Shares were “restricted securities” for purpose of the Securities Act and would bear all restrictive legends required under applicable securities laws.

Item 9.01	Financial Statements and Exhibits
Exhibit<br> Number	Exhibit Description
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10.11	Rescission Agreement between the Company and Sapir dated June 6, 2022
10.12	Debt Reinstatement Agreement between the Company and LSG dated June 8, 2022
104	Cover<br>page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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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.

Dated:<br> June 10, 2022	LODE-STAR MINING INC.
	By:	/s/ Mark Walmesley
		Mark<br> Walmesley
		President,<br> Chief Executive Officer, Director

Exhibit10.11

RESCISSIONAGREEMENT

THIS RESCISSION AGREEMENT (this “Agreement”) is dated as of June 6, 2022

BETWEEN:

LODESTAR GOLD, INC., a Nevada corporation having an address at 13529 Skinner Road, Suite N, Cypress, TX 77429

(the “Buyer”)

AND:

SAPIRPHARMACEUTICALS, INC., a Delaware corporation having an address at 6 Buttell Avenue, Lakewood, NJ 08701

(the “Seller”)

WHEREAS:

A.	The<br> Buyer and the Seller are parties to an asset purchase agreement (the “Asset Purchase Agreement”) and a royalty agreement (the “Royalty Agreement”),<br> each dated December 23, 2021 (together, the “Sapir Agreements”);
B.	Pursuant<br> to Asset Purchase Agreement, the Buyer acquired all of the right, title and interest of the<br> Seller in and to certain assets owned by the Seller (collectively, the “Business”),<br> in exchange for which the Buyer agreed to issue to the Seller 1,000,000 shares of a newly<br> created series of convertible preferred stock of the Buyer (collectively, the “Preferred Stock”) at a deemed price of $1.00 per share;
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C.	Pursuant<br> to the Royalty Agreement, the Buyer covenanted to provide the Seller with a royalty equal<br> to 5% of the gross revenues realized by the Buyer from the sale or license of products generated<br> or derived from the Business;
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D.	Due<br> to circumstances beyond the control of the parties, including the unanticipated resignation<br> of the new Chief Executive Officer of the Buyer, the Buyer has been unable to develop the<br> Business to the extent contemplated by (i) the Sapir Agreements and (ii) discussions that<br> occurred between the Buyer and the Seller following the closing of the Asset Purchase Agreement;
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E.	To<br> date, the Buyer has not issued the Preferred Stock to the Seller or completed any payments<br> to the Seller under the Royalty Agreement; and
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F.	Due<br> to the foregoing, the parties desire to rescind the Sapir Agreements on the terms set forth<br> in this Agreement.
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NOW THEREFORE, in consideration of the premises and mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.	The<br> Sapir Agreements are hereby rescinded, with the effect that (a) the Buyer and the Seller<br> shall be restored to the respective positions they occupied immediately in advance of the<br> execution and delivery of the Sapir Agreements, and (b) neither party shall have any further<br> obligations to the other party pursuant to or arising directly or indirectly from the Sapir<br> Agreements or from any other agreement and understanding, whether written or oral, relating<br> to the subject matter thereof. For greater certainty, the Buyer shall retain no right, title<br> or interest in and to Business and shall have no obligation to issue the Preferred Stock<br> to the Seller.
2.	Each<br> party on behalf of itself and its respective directors, officers, employees, agents, attorneys,<br> parent companies, subsidiaries, affiliated companies, predecessors, successors and assigns<br> (collectively, “Affiliates”), hereby releases, acquits and forever discharges<br> the other party and its Affiliates from any and all actions, causes of action, suits, claims,<br> proceedings, demands, losses, debts, liabilities, obligations, promises, acts, omissions,<br> agreements, costs, charges, expenses, damages and injuries, of whatever kind or nature and<br> however arising, whether known or unknown, suspected or unsuspected, fixed or contingent<br> (collectively, “Claims”), which one party now has or at any time hereafter<br> can, shall or may have against the other party and its Affiliates, by reason of or arising<br> out of any cause, act, deed, contract, matter, thing or omission related to the Sapir Agreements.
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3.	Each<br> party acknowledges that the foregoing mutual release does not constitute any admission of<br> liability whatsoever on the part of either party.
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4.	For<br> the consideration expressed herein, each party agrees not to solicit, encourage, fund or<br> assist any third party to initiate or continue any Claim against the other party and its<br> Affiliates related to the matters described herein. In addition, each party agrees not to<br> initiate or continue any Claim against any other person who might claim contribution or indemnity<br> from the other party, either in the State of Nevada or elsewhere.
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5.	Each<br> party shall defend, indemnify and hold the other harmless from and against any and all Claims<br> (including penalties and attorneys’ fees) which are incurred or suffered by or imposed<br> upon the other party arising out of or relating to (a) any failure or breach by the party<br> to perform any of its covenants, agreements or obligations under this Agreement, or (b) any<br> inaccuracy or incompleteness of any representation or warranty of the party contained in<br> this Agreement or in any document delivered in connection herewith.
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6.	Each<br> party represents and warrants to the other party that: (a) it has the full right, power<br> and authority to enter into this Agreement and to perform its obligations hereunder; (b) the<br> execution of this Agreement and the performance of its obligations hereunder do not and will<br> not violate any agreement to which it is a party or by which it is bound; and (c) when<br> executed and delivered, this Agreement will constitute a legal, valid and binding obligation<br> of such party, enforceable against such party in accordance with its terms.
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7.	Each<br> party further represents and warrants that: (a) there has been no assignment or transfer<br> of or giving of a security interest in or encumbrance upon any interest in any Claim which<br> such party or its Affiliates may have against the other party; (b) such party has (i) carefully<br> read and understands the contents of this Agreement; (ii) received independent legal advice<br> from counsel of such party’s choosing in connection with the subject matter hereof,<br> and such advice is reflected in the provisions of this Agreement; and (iii) not been influenced<br> to any extent whatsoever in doing so by the other party or any other person, except for those<br> representations, statements and promises expressly set forth herein.
8.	Each<br> party agrees that all fees, costs and expenses (including, without limitation, the fees and<br> disbursements of legal counsel) that have been incurred or that are incurred in the future<br> by any party in connection with the Sapir Agreements or the transactions contemplated by<br> this Agreement, shall be paid and borne by the party incurring such fees, costs and expenses.
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9.	Each<br> party agrees to perform and instruct its agents to perform such further acts, to execute<br> such further documents and to do such further and other things as may appropriate, necessary<br> or desirable to carry out the full intent and meaning of this Agreement.
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10.	This<br> Agreement contains the entire agreement between the parties with respect to the subject matter<br> hereof, and the contents of this Agreement constitute a binding contract and nothing herein<br> contained is a mere recital.
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11.	This<br> Agreement shall inure to the benefit of and be binding upon the parties and their respective<br> Affiliates.
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12.	In<br> the event that any provision of this Agreement is held to be void, voidable or unenforceable,<br> the remaining provisions hereof shall remain in full force and effect.
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13.	Each<br> person executing this Agreement on behalf of a party represents and warrants that such person<br> is authorized to execute this Agreement on behalf of that party and that the execution of<br> this Agreement is the lawful act of each of that party and therefore binds that party.
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14.	This<br> Agreement may only be amended, assigned or transferred with the express written consent of<br> each of the parties.
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15.	This<br> Agreement may be executed and delivered electronically and in any number of counterparts,<br> each of which constitute an original and all of which together shall constitute one and the<br> same agreement.
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16.	This<br> Agreement shall be governed by and construed in accordance with the laws of the State of<br> Nevada and the federal laws of the United States of America applicable therein.
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IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.

LODE-STAR MINING INC.		SAPIR PHARMACEUTICALS, INC.
By:	/s/ Mark Walmesley	By:	/s/ Samuel Sternheim
	Name: Mark Walmesley		Name: Samuel Sternheim
	Title: CEO/President		Title: Director

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Exhibit10.12

DEBTREINSTATEMENT AGREEMENT

THIS DEBT REINSTATEMENT AGREEMENT (this “Agreement”) is dated as of June 8, 2022

BETWEEN:

LODESTAR GOLD, INC., a Nevada corporation having an address at 13529 Skinner Road, Suite N, Cypress, TX 77429

(“LSG”)

AND:

LODE-STARMINING INC., a Nevada corporation having an address at 1 East Liberty Street, Suite 600, Reno, NV 89501

(“LSM”)

WHEREAS:

A.	LSG<br> and LSM are parties to a settlement and termination agreement dated January 12, 2022 (the<br> “Settlement Agreement”), pursuant to which they agreed to terminate the<br> mineral option agreement between them dated effective October 4, 2014, as amended on October<br> 31, 2019 (together, the “Option Agreement”) and LSG agreed to forgive<br> an aggregate of $2,223,894 owing by LSM to LSG in accrued, unpaid indebtedness under the<br> Option Agreement as of the date thereof (the “Debt”); and
B.	Due<br> to certain changes in the affairs of the parties since the date of the Settlement Agreement,<br> the parties desire to enter into this Agreement in order to reinstate the Debt as a valid<br> and binding obligation of LSM.
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NOW THEREFORE, in consideration of the premises and mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.	The<br> Debt is hereby reinstated as if it was never forgiven by LSG, with the effect that, among<br> other things, it shall immediately be reflected as an asset of LSG and a liability of LSM<br> on their respective financial statements. For greater certainty, the Debt shall automatically<br> assume the characteristics it held immediately prior to the execution and delivery of the<br> Settlement Agreement but shall not be deemed to have accrued any interest between the date<br> of the Settlement Agreement and the date of this Agreement (the “Intervening Period”).
2.	Notwithstanding<br> anything to the contrary in either the Option Agreement or the Settlement Agreement, no penalty<br> or other payments shall be deemed to have accrued or become payable by LSM to LSG in respect<br> of the Debt during the Intervening Period.
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3.	In<br> partial consideration for the reinstatement of the Debt, LSG covenants and agrees to immediately<br> convert the Debt, as well as any other amounts that may be owing by LSM to LSG as of the<br> date hereof, into shares of LSM’s common stock at a price of $0.037 per share pursuant<br> to a debt conversion agreement that the parties are executing concurrently herewith.
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4.	Each<br> party represents and warrants to the other party that: (a) it has the full right, power<br> and authority to enter into this Agreement and to perform its obligations hereunder; (b) the<br> execution of this Agreement and the performance of its obligations hereunder do not and will<br> not violate any agreement to which it is a party or by which it is bound; and (c) when<br> executed and delivered, this Agreement will constitute a legal, valid and binding obligation<br> of such party, enforceable against such party in accordance with its terms.
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5.	Each<br> party further represents and warrants that such party has (a) carefully read and understands<br> the contents of this Agreement; (b) received independent legal advice from counsel of such<br> party’s choosing in connection with the subject matter hereof, and such advice is reflected<br> in the provisions of this Agreement; and (c) not been influenced to any extent whatsoever<br> in doing so by the other party or any other person, except for those representations, statements<br> and promises expressly set forth herein.
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6.	Each<br> party agrees to perform and instruct its agents to perform such further acts, to execute<br> such further documents and to do such further and other things as may appropriate, necessary<br> or desirable to carry out the full intent and meaning of this Agreement.
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7.	This<br> Agreement contains the entire agreement between the parties with respect to the subject matter<br> hereof, and the contents of this Agreement constitute a binding contract and nothing herein<br> contained is a mere recital.
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8.	This<br> Agreement shall inure to the benefit of and be binding upon the parties and their successors<br> and permitted assigns.
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9.	In<br> the event that any provision of this Agreement is held to be void, voidable or unenforceable,<br> the remaining provisions hereof shall remain in full force and effect.
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10.	Each<br> person executing this Agreement on behalf of a party represents and warrants that such person<br> is authorized to execute this Agreement on behalf of that party and that the execution of<br> this Agreement is the lawful act of each of that party and therefore binds that party.
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11.	This<br> Agreement may only be amended, assigned or transferred with the express written consent of<br> each of the parties.
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12.	All<br> references to currency in this Agreement are to United States dollars.
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13.	This<br> Agreement may be executed and delivered electronically and in any number of counterparts,<br> each of which constitute an original and all of which together shall constitute one and the<br> same agreement.
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14.	This<br> Agreement shall be governed by and construed in accordance with the laws of the State of<br> Nevada and the federal laws of the United States of America applicable therein.
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IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.

LODE STAR GOLD, INC.		LODE-STAR MINING INC.
By:	/s/ Lonnie Humphries	By:	/s/ Mark Walmesley
	Name: Lonnie Humphries		Name: Mark Walmesley
	Title: President		Title: CEO

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