Amended Current Report Filing (8-k/a)
August 10 2020 - 5:24PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K/A
CURRENT
REPORT PURSUANT TO
SECTION
13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): August 10, 2020 (June 24, 2020)
Liberty
Star Uranium & Metals Corp.
(Exact
Name of Registrant as Specified in its Charter)
Nevada
(State
or Other Jurisdiction of Incorporation)
000-50071
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90-0175540
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(Commission
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(IRS
Employer
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File
Number)
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Identification
No.)
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2
East Congress St. Ste 900, Tucson, AZ
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85701
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(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.)
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock
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LBSR
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OTC
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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. [ ]
EXPLANATORY
NOTE: This Report on Form 8K/A (“the First Amended Filing”) is being filed for the purpose of amending
the Report on Form 8K filed on June 24, 2020 (“the Original Filing”), in order to file a corrected version of the
Certificate of Designation filed as Exhibit 3.5 to the Original Filing. The corrected Certificate of Designation filed as Exhibit
3.8 to this First Amended Filing supersedes and replaces the Certificate of Designation filed as Exhibit 3.5 to the Original Filing
as an amendment to the Registrant’s Articles of Incorporation. Except as described above, no other changes have been made
to the Original Filing, and this First Amended Filing does not purport to provide a general update or discussion of any other
developments subsequent to filing of the Original Filing.
The
filing of this First Amended Filing shall not be deemed to be an admission that the Original Filing, when made, included any untrue
statement of material fact or omitted to state a material fact necessary to make a statement contained therein not misleading.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
June 22, 2020, Liberty Star Uranium & Metals Corp. (“the Company”), filed a Certificate of Designation with the
Secretary of State of Nevada for the purpose of amending its Articles of Incorporation to establish the terms of the Company’s
Class A Common Stock (Class A Shares), par value $0.00001 per share (the “Class A Shares”). The terms of the Class
A Stock are more fully described in the Certificate of Designations attached hereto as Exhibit 3.5, which is incorporated by reference
herein.
Effective
June 12, 2020, Liberty Star Uranium & Metals Corp. (“the Company”), pursuant to the authority conferred to the
Board of Directors with the provisions of NRS 78.120 and Article VIII, Section 2 of the Company’s Bylaws, amended the Company
Bylaws. The Board has determined that it is in the best interests of the Company to amend its Bylaws to provide that the provisions
of General Corporation Law of Nevada pertaining to acquisition of a controlling interest (currently set forth NRS 78.378 to 78.3793
inclusive), not be applicable to the Company. The complete Amended and restated Bylaws are attached hereto as Exhibit 3.6 which
is incorporated by reference herein.
9.01
Financial Statements and Exhibits
The
exhibits listed in the following Exhibit Index are furnished as part of this Current Report on Form 8-K.
3.8 Correction to Certificate of Designation for Class A Shares
3.9 Complete Amended and Restated Bylaws
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.
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LIBERTY
STAR URANIUM & METALS CORP.
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Dated:
August 10, 2020
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/s/
Patricia Madaris
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Patricia
Madaris, VP Finance & CFO
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