8-K

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

DC 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): February 26, 2025

LibertyStar Uranium & Metals Corp.

(Exact Name of Registrant as Specified in its Charter)

Nevada

(State or Other Jurisdiction of Incorporation)

(Registrant’s telephone number, including area code): (520) 425-1433

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.)

Securitiesregistered pursuant to Section 12(b) 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 pursuant to Section 13(a) of the Exchange Act. ☐

Item3.02 Unregistered Sale of Equity Securities

On February 26, 2025, Liberty Star Uranium & Metals Corp. (the “Company”), OTCQB Markets: LBSR, entered into a Private Placement Subscription Agreement (the “Agreement”) to issue a total of 3,080,670 shares of its common stock, par value $0.00001 (the “Common Stock”), to Pete O’Heeron, Chairman of the Board, Treasurer, Secretary & Director of the Company. Specifically, the Agreement provides for an offering of 277,260.27 in value of units of the Company, with each such unit consisting of one share of Common Stock, and a non-transferable half warrant for Common Stock which may be exercised for 36 months following the closing date at an exercise price equal to the offering price. The consideration paid for the Common Stock was $277,260.27 in the aggregate, or $0.09 per share, which includes an incentive 10% discount to the market price.

The units offered under the Agreement were issued in reliance upon an exemption from registration provided by Section 4(2) of the Securities Act of 1933 and/or Regulation D promulgated thereunder.

Item9.01. Financial Statements and Exhibits.

The exhibits listed in the following Exhibit Index are furnished as part of this Current Report on Form 8-K.

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.