8-K
Laredo Oil, Inc. (LRDC)
| 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) | May 23, 2023 |
|---|---|
| Laredo Oil, Inc. | |
| --- | |
| (Exact Name of Registrant as Specified in Charter)<br><br> <br><br><br> <br>333-153168 | |
| (Commission File Number) | |
| Delaware | 26-2435874 |
| --- | --- |
| (State or Other Jurisdiction of Incorporation) | (IRS Employer Identification No.) |
| 2021 Guadalupe Street, Ste. 260<br><br> <br>Austin, Texas | 78705 |
| --- | --- |
| (Address of Principal Executive Offices) | (Zip Code) |
| Registrant’s telephone number, including area code | (512) 337-1199 |
| --- | --- |
| Not Applicable | |
| --- | |
| (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 2.01. Completion of Acquisition or Disposition of Assets
Effective May 23, 2023, Laredo Oil, Inc. (the “Company”) transferred to Mark See, the Company’s Chief Executive Officer, two vehicles, a 2018 Ford Explorer and a John Deere Hoe Loader Model 420F2, which the Company determined had a combined current market value of $97,760. The transfer of the vehicles to Mr. See was in consideration of $97,760 of Mr. See’s unpaid compensation.
Item 5.03. Amendment to Articles of Incorporation or Bylaws; Changein Fiscal Year
Effective May 23, 2023, the Company amended the first paragraph of Article Fourth of its Certificate of Incorporation. The amendment to Article Fourth increased the total number of authorized shares of the Company’s Common Stock, $0.0001 par value, from 90,000,000 shares to 120,000,000 shares. The amendment was approved and adopted by the Company’s directors and stockholders holding a majority of the outstanding shares of the Company’s common stock, in accordance with Delaware law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibit
| Exhibit 10.1 | Certificate of Amendment to Certificate of Incorporation, dated May 23, 2023. |
|---|---|
| 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: May 30, 2023 | By: | /s/ Bradley E. Sparks |
| Bradley E. Sparks | ||
| Chief Financial Officer and Treasurer |
EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| Exhibit 10.1 | Certificate of Amendment to Certificate of Incorporation of Laredo Oil, Inc., dated May 23, 2023. |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Exhibit10.1
| Delaware | Page 1 |
|---|---|
| The First State |
I,JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATEOF AMENDMENT OF “LAREDO OIL, INC.”, FILED IN THIS OFFICE ON THE TWENTY-THIRD DAY OF MAY, A.D. 2023, AT 4:20 O`CLOCK P.M.
| 4526602 8100 | Authentication: 203418615 |
|---|---|
| SR# 20232303425 | Date: 05-24-23 |
You may verify this certificate online at corp.delaware.gov/authver.shtml
CERTIFICATEOF AMENDMENT TO
CERTIFICATE OF INCORPORATION
OF
LAREDO OIL, INC.
Laredo Oil, Inc., a corporation organized and existing under the laws of the State of Delaware (the **"Corporation")****,**hereby certifies as follows:
1. The name of the corporation is Laredo Oil, Inc. The date of filing of its Certificate ofincorporation with the Secretary of State of the State of Delaware was March 31, 2008 under the name Laredo Mining, Inc. (the "Original Certificate"). The Original Certificate was amended by that certain Certificate of Amendment of Certificate of Incorporation filed with the Secretary of State of the State of Delaware on October 22, 2009 under the name Laredo Oil, Inc. (the "First Amendment" and together with the Original Certificate, the "Certificate**").**
2. The first paragraph of Article "FOURTH" of the Corporation's Certificate is hereby amended to read in its entirety as follows:
"FOURTH" The total number of shares which thecorporation shall have the authority to issue is 120,000,000 shares of Common Stock with $0.0001 par value and 10,000,000 shares of Preferred Stock with $0.0001 par value.
3. This Certificate of Amendment was duly approved and adopted by the directors and stockholders of the Corporation in accordance with the provisions of Section 228 and 242 of the General Corporation Law of the State of Delaware.
| 3829852.1 | State of Delaware Secretary of State Division of Corporations<br><br><br><br>Delivered04:20PM 05/23/2023<br><br><br>FILED04:20 PM 05/23/2023<br><br><br><br>SR20232303425 - File Number 4526602 |
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IN WITNESS WHEREOF, the undersigned, being the CEO of the Corporation, does hereby declare and certify that this is the act and deed of the Corporation and the facts stated herein are true, and accordingly has signed this Certificate of Amendment this 23rd day of May, 2023.
| /s/ Mark See |
|---|
| Mark See, CEO |
3829852.1