8-K - LRDC - Equibles

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)	June 15, 2023
Laredo Oil, Inc.
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(Exact Name of Registrant as Specified in Charter)<br><br> <br><br><br> <br>333-153168
(Commission File Number)
Delaware	26-2435874
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(State or Other Jurisdiction of Incorporation)	(IRS Employer Identification No.)
2021 Guadalupe Street, Ste. 260<br><br> <br>Austin, Texas	78705
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(Address of Principal Executive Offices)	(Zip Code)
Registrant’s telephone number, including area code	(512) 337-1199
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report.)

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(b) of<br> the Act:
Title of each class	Trading Symbol(s)	Name of exchange on which registered
None

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 1.01. Entry into a Material Definitive Agreement.

Laredo Oil, Inc. (the “Company”) has entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with Robert Adamo, an individual (the “Purchaser”), dated June 15, 2023. Pursuant to the Purchase Agreement, the Purchaser purchased 6,062,886 shares of the Company’s common stock (the “Shares”) for the purchase price of $0.0441 per Share, or a total of $267,319.00. The Shares are subject to restrictions on the sale or other transfer pursuant to Rule 144 promulgated under the Securities Act of 1933.

The foregoing is a description of the material terms and conditions of the Purchase Agreement and is not a complete discussion of the Purchase Agreement. Accordingly, the foregoing is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is attached as Exhibit 10.1 to this Report, and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit

Exhibit 10.1	Common Stock Purchase Agreement executed by Laredo Oil, Inc. and Robert Adamo.
Exhibit 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.

LAREDO OIL, INC.
Date: June 20, 2023	By:	/s/ Bradley E. Sparks
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		Bradley E. Sparks
		Chief Financial Officer and Treasurer

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 10.1	Common Stock Purchase Agreement executed by Laredo Oil, Inc. and Robert Adamo.
Exhibit 104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Exhibit 10.1

COMMONSTOCK PURCHASE AGREEMENT

This Common Stock Purchase Agreement (this “Agreement”), dated as of June 15, 2023 (the “Effective Date”), is entered into by and between Laredo Oil, Inc., a Delaware corporation (the “Company”), and Robert Adamo (“Purchaser”).

WHEREAS, Purchaser wishes to purchase from the Company, and the Company wishes to sell and issue to Purchaser, certain shares of Common Stock of the Company, par value $0.0001 per share, (the “Common Stock”) pursuant to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the Company and Purchaser agree as follows:

Section1. SALE OF SHARES; CLOSING.

1.1 Saleof Shares. Subject to the terms and conditions of this Agreement, at the Closing (as defined below), the Company shall issue and sell to Purchaser, and Purchaser shall purchase, 6,062,886 shares (the “Shares”) of the Common Stock, at the purchase price of $0.0441 per share, or $267,319 in the aggregate, against payment to the Company of the purchase price for such Shares.

1.2 **Closing.**The closing of the issuance, sale, and purchase of the Shares (the “Closing”) shall take place via the electronic exchange of executed signature pages on the Effective Date. At the Closing, the Company shall issue the Shares to Purchaser, against payment to the Company of the purchase price in cash for such Shares.

Section2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER.

Purchaser hereby represents, warrants and covenants to the Company as follows:

2.1 Powerand Authority; Authorization. Purchaser has full legal capacity to execute and deliver this Agreement and to perform his obligations hereunder and thereunder.

2.2 Execution;Enforceability. This Agreement has been duly and validly executed and delivered by Purchaser and, assuming due execution and delivery of this Agreement by the Company, constitutes the binding obligation of Purchaser enforceable against Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, and by principles of equity.

2.3 NoConflicts. The execution, delivery, and performance by Purchaser of this Agreement will not, with or without the giving of notice or the lapse of time, or both, (i) violate any provision of law to which Purchaser is subject, (ii) violate any order, judgment, or decree applicable to Purchaser or (iii) conflict with, or result in a breach or default under, any term or condition of any material agreement or instrument to which Purchaser is a party. No consent, approval, authorization or order of any court or governmental agency or authority or of any third party which has not been obtained is required in connection with the execution, delivery and performance by Purchaser of this Agreement.

2.4 Exemptionfrom Registration. The Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) or the securities laws of any state and are being issued to Purchaser in reliance upon exemptions from such registration under the Act or the securities laws of any state. Purchaser understands and agrees that Purchaser may not sell or otherwise transfer the Shares without registration under the Act or an exemption therefrom. Purchaser must bear the economic risk of Purchaser’s investment in the Shares for an indefinite period of time because, among other reasons, the Shares have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, transferred, assigned or otherwise disposed of unless subsequently registered under the Act and under applicable state securities laws or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act.

2.5 Purchasefor Own Account. Purchaser is acquiring the Shares for Purchaser’s own account, for investment purposes only and not with a view to, or for sale in connection with, a distribution of the Shares within the meaning of the Act. Purchaser has no present intention of selling or otherwise disposing of all or any portion of the Shares in a public offering. No one other than Purchaser will have any beneficial ownership of any of the Shares as of the Closing. Purchaser has not granted or agreed to grant any beneficial ownership of any of the Shares to any other person (other than the members, manager, and/or partners of Purchaser who may be deemed to have an indirect beneficial interest by virtue of their ownership interests in Purchaser).

2.6 SophisticatedPurchaser. Purchaser has (a) such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares and (b) the ability to bear the economic risks of such investment decision. Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Act.

2.7 **Information.**Purchaser believes that he has received all of the information that it considers necessary or appropriate for deciding whether to enter into this Agreement and perform his obligations set forth in this Agreement.

2.8 Survivalof Representations and Warranties. All representations and warranties made by Purchaser in this Agreement shall be considered to have been relied upon by the Company and shall survive the execution and delivery of this Agreement regardless of any investigation made by or on behalf of any such party.

Section3. STOP TRANSFER.

3.1 Enforcement;Stop Transfer. No Shares shall be transferred on the books of the Company nor shall any attempted sale, transfer, assignment, pledge, or other disposition of any Shares be effective unless and until the terms and provisions of this Agreement are first complied with. Any attempted sale, transfer, assignment, pledge, or other disposition of any Shares that does not comply with the provisions of this Agreement Agreement shall be invalid and of no effect.

Laredo Oil, Inc.

Common Stock Purchase Agreement

Section4. GENERAL PROVISIONS.

4.1 **Notices.**All notices, requests, consents, and other communications under this Agreement shall be in writing and shall be deemed effectively given when delivered personally or by facsimile transmission or by overnight delivery service or 72 hours after having been mailed by first class certified or registered mail, return receipt requested, postage prepaid:

If to the Company, at Laredo Oil, Inc., 2021 Guadalupe St, Suite 260 Austin, TX 78705, Attention: Chief Executive Officer, or at such other address or addresses as may have been furnished in writing by the Company to Purchaser.

If to Purchaser, at the address set forth on the signature page below or at such other address as may have been furnished in writing by Purchaser to the Company.

4.2 NoWaiver. No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition, whether of like or different nature.

4.3 EntireAgreement. This Agreement constitutes the entire contract between the parties to this Agreement with regard to the subject matter of this Agreement.

4.4 GOVERNINGLAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS, AND NOT THE LAW OF CONFLICTS, OF THE STATE OF DELAWARE.

4.5 **Counterparts.**This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

4.6 Successorsand Assigns. The provisions of this Agreement shall inure to the benefit of and be binding upon the Company and its respective successors and assigns, and Purchaser and his or her legal representatives, heirs, legatees, distributes, assigns, and transferees by operation of law, whether or not any such person shall have become a party to this Agreement.

Signaturepage follows.

Laredo Oil, Inc.

Common Stock Purchase Agreement

IN WITNESS WHEREOF, the parties to this Agreement have executed this Agreement as of the Effective Date.

COMPANY:
LAREDO OIL, INC.
By:	/s/<br> Brad Sparks
	Brad<br> Sparks, CFO
PURCHASER:
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/s/<br> Robert Adamo
ROBERT ADAMO
Address:

CommonStock Purchase AgreementSignature Page