Current Report Filing (8-k)
December 08 2015 - 5:30PM
Edgar (US Regulatory)
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) November 10,
2015
LIBERTY STAR URANIUM & METALS CORP.
(Exact name of registrant as specified in its charter)
Nevada |
000-50071 |
90-0175540 |
(State or other jurisdiction |
(Commission |
(IRS Employer |
of incorporation) |
File Number) |
Identification No.) |
5610 E. Sutler Lane
Tucson, Arizona 85712
(Address of principal executive offices and Zip Code)
(520) 731-8786
Registrants telephone number,
including area code:
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:
[ ] 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))
Item 1.01 Entry into a Material Definitive
Agreement.
On November 10, 2015 (the Effective Date), Liberty Star
Uranium & Metals Corp. (the Company) entered into a convertible promissory
note with an institutional investor (the Holder) in the principal sum of up to
$500,000 plus accrued and unpaid interest with an original issue discount of
$50,000 (the Note). The Holder may pay additional consideration to the Company
in such amounts and at such dates as the Holder may choose, however, the Company
has the right to reject any of those payments within 24 hours of receipt. The
Note has a maturity date of two (2) years from the Effective Date and is
convertible at any time by the Holder into our common stock at seventy percent
(70%) of the average of the three (3) lowest closing prices in the twenty (20)
trading days prior to the conversion. The shares of common stock issuable upon
conversion of the Note will be restricted securities as defined in Rule 144
promulgated under the Securities Act of 1933. The Note can be prepaid by us
within ninety (90) days without a premium and without interest. After ninety
(90) days, a one-time interest charge of twelve percent (12%) is applied, and
the Note may not be prepaid without the Holders consent. Unless otherwise
agreed in writing by both parties, at no time shall the Holder convert any
amount of the Note into common stock of the Company that would result in the
Holder owning more than 4.99% of the Companys common stock outstanding.
Item 3.02. Unregistered Sales of Equity Securities
Item 1.01 is hereby incorporated by reference.
The Note was not registered under the Securities Act of 1933,
as amended (the Securities Act), but qualified for exemption under Section
4(a)(2) of the Securities Act. The Note was exempt from registration under
Section 4(a)(2) of the Securities Act because the issuance of such Note by the
Company did not involve a public offering, as defined in Section 4(a)(2) of
the Securities Act, due to the insubstantial number of persons involved in the
transaction, size of the offering, and manner of the offering and number of
securities offered. The Company did not undertake an offering in which it sold a
high number of securities to a high number of investors. In addition, the
Investor had the necessary investment intent as required by Section 4(a)(2) of
the Securities Act since they agreed to, and received, the securities bearing a
legend stating that such securities are restricted pursuant to Rule 144 of the
Securities Act. This restriction ensures that these securities would not be
immediately redistributed into the market and therefore not be part of a public
offering. Based on an analysis of the above factors, the Company has met the
requirements to qualify for exemption under Section 4(a)(2) of the Securities
Act.
2
SIGNATURE
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.
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LIBERTY STAR URANIUM & METALS CORP.
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By: /s/ James
Briscoe |
Date: December 8, 2015 |
Name: James Briscoe |
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Title: Chief Executive Officer
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