Form 8-K - Current report

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): February 23, 2024

KeyStar Corp.

(Exact name of registrant as specified in its charter)

Nevada

000-56290

85-0738656

(State or other jurisdiction of

incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

78 SW 7^th Street, Suite 500, Miami, Florida		33130
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (866) 783-9435

(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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17CFR 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 the Act: 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.

KeyStar Corp., a Nevada corporation (the “Company”) disclosed in a Form 8-K filed with the SEC on January 17, 2023 that Mr. John Linss (“Linss”) resigned as a member of the Company’s board of directors and as its Chief Executive Officer, Principal Executive Officer, President and Chief Technology Officer pursuant to the terms of a Separation Agreement and Release dated and effective January 10, 2023. The Separation Agreement and Release provided for the purchase, at a future date mutually agreed upon by the parties, of 3,313,333 shares of the Company’s Series C Preferred Stock (the “Shares”) for a purchase price of $2,000,000. Linss holds 2,980,000 of the Shares in his name, and the other 333,333 Shares are held in the name of Corespeed, LLC. Linss is the sole member of Corespeed, LLC and the beneficial owner of the Shares held by Corespeed, LLC.

The Company also disclosed in a Form 8-K filed with the SEC on March 2, 2023 that on February 27, 2023, the Company entered into Stock Redemption and Purchase Agreements with Linss and Corespeed, LLC (together, the “Purchase Agreements”) for the purchase of the Shares. The Company paid $300,000 at the closing and entered into a promissory note (the “Note”) with Linss for the remaining $1,700,000 of the purchase price. The Note bears interest at a rate of 5% per annum, does not include early prepayment penalties, and requires the following payments: (i) no less than $850,000.00, in aggregate, of one or more payments is due by the 12-month anniversary of the Note; and (ii) a balloon payment for the balance of the Note is due by the earlier of the 24-month anniversary of the Note or five days after the Company’s common stock is listed for public trading on either the Nasdaq Stock Market, the New York Stock Exchange, or the NYSE American.

On February 23, 2024, the Company and Linss entered into a First Amendment to Promissory Note dated February 19, 2024 (the “Note Amendment”) which amended the repayment terms of the Note. Pursuant to the Note Amendment, the Note will be repaid as follows: (i) $425,000.00 of the indebtedness will be paid on or before February 27, 2024 (which it was); (ii) commencing on April 1, 2024, and continuing on the first day of each calendar month thereafter, equal monthly payments of principal and interest (based on a two (2) year amortization) in the amount of Fifty-Nine Thousand Six Hundred Sixty-Five and 09/100 Dollars ($59,665.09) shall be due and payable; and (iii) the balance of the indebtedness will be paid on the Maturity Date.

The “Maturity Date” is defined as the earliest of: (a) April 1, 2026; (b) upon the occurrence of an Uplisting (as hereafter defined), the fifth day after the occurrence of the Uplisting; or (c) upon the occurrence of a Change of Control (as hereafter defined), the fifth day after the occurrence of the Change of Control. The term “Uplisting” means the listing of shares of the Maker’s common stock on The New York Stock Exchange, The NYSE American, The Nasdaq Global Market, The Nasdaq Global Select Market, The Nasdaq Capital Market or any successor or substantially equivalent national securities exchange. The term “Change of Control” means the consummation of: (a) a sale, transfer, exclusive license or other disposition, in one transaction or a series of related transactions, of all or substantially all of the Maker’s and its subsidiaries’ assets, taken as a whole (except where such sale, transfer, license or other disposition is to a wholly-owned subsidiary of the Maker); (b) the merger or consolidation of the Maker with or into another entity, except any merger or consolidation in which the holders of capital stock of the Maker immediately prior to such merger or consolidation continue to hold a majority of the voting power of the capital stock of the Maker or the surviving or acquiring entity, (or, if the surviving or acquiring entity is a wholly owned subsidiary of another party immediately following such merger or consolidation, the parent entity of such surviving or acquiring entity); (c) the transfer (whether by merger, consolidation or otherwise), in one transaction or a series of related transactions, to a person or group of affiliated persons (other than an underwriter of the Maker’s securities), of the Maker’s securities if, after such consummation, such person or group of affiliated persons would hold 50% or more of the outstanding voting stock of the Maker (or the surviving or acquiring entity, or the parent entity of such surviving or acquiring entity); or (d) a liquidation, voluntary or involuntary dissolution or winding up of the Maker.

The foregoing summary of the Note Amendment is qualified in its entirety by reference to the full text of the Note Amendment which is attached hereto as Exhibit 10.1, and incorporated herein by reference. You are urged to read said exhibit attached hereto in its entirety.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosures set forth in Item 1.01 are incorporated by reference into this Item 2.03.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The disclosures set forth in Item 1.01 are incorporated by reference into this Item 5.02.

Item 9.01

Financial Statements and Exhibits

Exhibit No.		Description
10.1		First Amendment to Promissory Note made by KeyStar Corp. for the benefit of John Linss, dated February 19, 2024
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.

Date: February 28, 2024	KEYSTAR CORP.

	By:	/s/ Bruce Cassidy
		Bruce Cassidy, Interim CEO

Exhibit 10.1

FIRST Amendment to PROMISSORY Note

This First Amendment to Promissory Note is made February 19, 2024 (“Amendment Effective Date”), by and between KEYSTAR CORP., a Nevada corporation (the “Maker”), and JOHN LINSS, a Nevada resident (the “Holder”) (this “First Amendment”). The Maker and the Holder hereby agree that the Promissory Note, dated February 27, 2023, made by the Maker in favor of the Holder in the original principal amount of One Million Seven Hundred Thousand and 00/100 Dollars ($1,700,000.00) (as amended, restated supplemented or otherwise modified from time to time, the “Note”) shall be and hereby is amended pursuant to the terms of this First Amendment. Furthermore, the Maker and the Holder agree as follows:

1. Section 2 of the Note is hereby deleted in its entirety and replaced with the following:

2. Maker will pay the indebtedness, which includes all accrued interest, evidenced by this Note (the “Indebtedness”) as provided herein. Absent the occurrence and continuation of an Event of Default (as hereinafter defined), the Indebtedness will be paid as follows:

	a.	A total of $425,000.00 of the Indebtedness will be paid on or before February 27, 2024;

	b.	Commencing on April 1, 2024, and continuing on the first day of each calendar month thereafter, equal monthly payments of principal and interest (based on a two (2) year amortization) in the amount of Fifty-Nine Thousand Six Hundred Sixty-Five and 09/100 Dollars ($59,665.09) shall be due and payable; and

	c.	The balance of the Indebtedness will be paid on the Maturity Date.

As used herein, the term “Maturity Date” means the earliest of (a) April 1, 2026, (b) upon the occurrence of an Uplisting (as hereafter defined), the fifth day after the occurrence of the Uplisting, or (c) upon the occurrence of a Change of Control (as hereafter defined), the fifth day after the occurrence of the Change of Control; and the term “Uplisting” means the listing of shares of the Maker’s common stock on The New York Stock Exchange, The NYSE American, The Nasdaq Global Market, The Nasdaq Global Select Market, The Nasdaq Capital Market or any successor or substantially equivalent national securities exchange; and the term “Change of Control” means the consummation of: (a) a sale, transfer, exclusive license or other disposition, in one transaction or a series of related transactions, of all or substantially all of the Maker’s and its subsidiaries’ assets, taken as a whole (except where such sale, transfer, license or other disposition is to a wholly-owned subsidiary of the Maker); (b) the merger or consolidation of the Maker with or into another entity, except any merger or consolidation in which the holders of capital stock of the Maker immediately prior to such merger or consolidation continue to hold a majority of the voting power of the capital stock of the Maker or the surviving or acquiring entity, (or, if the surviving or acquiring entity is a wholly owned subsidiary of another party immediately following such merger or consolidation, the parent entity of such surviving or acquiring entity); (c) the transfer (whether by merger, consolidation or otherwise), in one transaction or a series of related transactions, to a person or group of affiliated persons (other than an underwriter of the Maker’s securities), of the Maker’s securities if, after such consummation, such person or group of affiliated persons would hold 50% or more of the outstanding voting stock of the Maker (or the surviving or acquiring entity, or the parent entity of such surviving or acquiring entity); or (d) a liquidation, voluntary or involuntary dissolution or winding up of the Maker.

3. The Maker hereby reconfirms and reaffirms all representations and warranties, agreements and covenants made by it pursuant to the terms and conditions of the Note and the other documents executed in connection therewith.

4. The Maker hereby represents and warrants to the Holder that (i) the Maker has the legal power and authority to execute and deliver this First Amendment, (ii) the chairman of the Maker executing this First Amendment has been duly authorized to execute and deliver the same and bind the Maker with respect to the provisions hereof, (iii) the execution and delivery hereof by the Maker and the performance and observance by the Maker of the provisions hereof and of the Note and all documents executed or to be executed herewith or therewith do not violate or conflict with the organizational agreements of the Maker or any law applicable to the Maker or result in a breach of any provision of or constitute a default under any other agreement, instrument or document binding upon or enforceable against the Maker, and (iv) this First Amendment, the Note and the documents executed or to be executed by the Maker in connection herewith or therewith constitute valid and binding obligations of the Maker in every respect, enforceable in accordance with their respective terms.

5. The Maker represents and warrants that (i) after giving effect to this First Amendment, no Event of Default exists under the Note, nor will any occur as a result of the execution and delivery of this First Amendment or the performance or observance of any provision hereof and (ii) it presently has no known claims or actions of any kind at law or in equity against the Holder arising out of or in any way relating to the Note.

6. On the Amendment Effective Date, the Maker shall pay to the Holder all of the Holder’s costs and expenses incurred in connection with the negotiation, preparation and closing of the First Amendment and in administering and/or enforcing any of the Holder’s rights and remedies with respect to the Note and the other Loan Documents, including without limitation the Holder’s attorneys’ fees and expenses.

7. Each reference to the Note that is made in the Note or any other document executed or to be executed in connection therewith shall hereafter be construed as a reference to the Note as amended hereby.

8. The agreements contained in this First Amendment are limited to the specific agreements made herein. Except as amended hereby, all of the terms and conditions of the Note and the other documents executed in connection therewith shall remain in full force and effect. This First Amendment amends the Note and is not a novation thereof.

9. This First Amendment shall be governed by, and shall be construed and enforced in accordance with, the laws of the State of Nevada without regard to the principles of the conflicts of law thereof.

[INTENTIONALLY LEFT BLANK]

-2-

IN WITNESS WHEREOF, the undersigned hereby have executed this First Amendment on the day and year first written above.

	MAKER:

	KeyStar Corp., a Nevada corporation

	By:	/s/ Bruce A. Cassidy
	Name:	Bruce A. Cassidy
	Title:	Executive Chairman

	HOLDER:

	/s/ John Linss
	John Linss

Cover	Feb. 23, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 23, 2024
Entity File Number	000-56290
Entity Registrant Name	KeyStar Corp.
Entity Central Index Key	0001832161
Entity Tax Identification Number	85-0738656
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	78 SW 7th Street
Entity Address, Address Line Two	Suite 500
Entity Address, City or Town	Miami
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33130
City Area Code	(866)
Local Phone Number	783-9435
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false