Liberty Star Uranium & Metals Corp 8-K, filed Sep 25, 2023
Liberty Star Uranium & Metals Corp. (LBSR)
About this 8-K
Liberty Star Uranium & Metals Corp filed this 8-K on September 25, 2023, reporting on events of September 19, 2023.
Items reported
- Item 3.02: Unregistered sale of equity
- Item 5.01: Change in control
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT PURSUANT TO
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SECURITIES EXCHANGE ACT OF 1934
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Item 3.02 Unregistered Sales of Equity Securities
On September 19, 2023, Liberty Star Uranium & Metals Corp. (“the Company”) entered into an agreement to issue a total of 398,000 shares of its “Class A Common Stock”, to two directors of the Company. The aggregate consideration paid for the Class A Common Stock was $19,502 ($0.049 per share). The Class A Common Stock was issued in reliance upon an exemption from registration provided by Section 4(2) of the Securities Act of 1933 and Regulation D promulgated thereunder.
Item 5.01. Changes in Control of Registrant
On September 19, 2023, the Company had a change of control as a result of issuance of 398,000 shares of Class A Common Stock, as described in Item 3.02 above. The Class A Common Stock was issued to two directors, Brett Gross (199,000 shares) and Pete O’Heeron (199,000 shares). Prior to issuance of the Class A Common Stock, the Company held 102,000 Class A shares with 200 votes each and now the total held for Class A shares is 500,000 with 200 votes each or a total of 100,000,000 votes combined.
Prior to issuance of the Class A Common Stock, the Company had 28,470,167 shares of its common stock issued and outstanding and each such share of common stock has one vote on all matters submitted to the shareholders for a vote. Each of the issued and outstanding shares of Class A Common Stock has 200 votes per share, and the holders of such shares vote with the holders of outstanding common stock for election of directors and on all matters submitted to the shareholders for a vote. Accordingly, the 500,000 shares of Class A Common Stock have a total of 100,000,000 votes on all matters submitted to the shareholders for a vote, which represents 77.8% of the total number of votes eligible to be cast and may be deemed to represent control of the Company.
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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.
| LIBERTY STAR URANIUM & METALS CORP. | |
| Dated: September 25, 2023 | /s/ Patricia Madaris |
| Patricia Madaris, VP Finance & CFO |