[8-K] LIBERTY STAR URANIUM & METALS CORP. Reports Material Event

Rhea-AI Filing Summary

Liberty Star Uranium & Metals Corp. (LBSR) entered into a financing agreement and issued a convertible note. The company signed a Securities Purchase Agreement with 1800 Diagonal Lending LLC on October 17, 2025 and, effective October 15, 2025, issued a convertible promissory note with an aggregate principal of $70,400.

The note bears 8% interest, includes a 10% original issue discount, and matures on July 30, 2026. Under the note, outstanding principal and accrued interest are convertible into shares of the company’s common stock as set forth in the agreement. The company also reported the creation of a direct financial obligation and filed the note and purchase agreement as exhibits.

Insights

Capital structure analyst

Small convertible debt adds flexibility, with potential share conversion.

Liberty Star Uranium & Metals issued a $70,400 convertible note to 1800 Diagonal Lending LLC. Terms include 8% interest, a 10% original issue discount, and maturity on July 30, 2026. The principal and accrued interest may convert into common shares per the agreement.

This structure can provide near-term cash while introducing potential equity issuance upon conversion. Actual impact depends on conversion mechanics and holder elections disclosed in the attached agreements.

Key items are the interest accrual, the OID, and any conversion price formula or ownership limits contained in the exhibits; those details will determine dilution and timing.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): October 15, 2025

Liberty Star Uranium & Metals Corp.

(Exact Name of Registrant as Specified in its Charter)

Nevada

(State or Other Jurisdiction of Incorporation)

000-50071		90-0175540
(Commission		(IRS Employer
File Number)		Identification No.)

2 East Congress St. Ste 900, Tucson, AZ		85701
(Address of Principal Executive Offices)		(Zip Code)

(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.)

☐	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 the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common		LBSR		OTCQB

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. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On October 17, 2025, Liberty Star Uranium & Metals Corp. (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with 1800 Diagonal Lending LLC. (“1800 Diagonal”). Pursuant to the terms of the Securities Purchase Agreement, the Company agreed to issue a convertible promissory note (the “Note”) to 1800 Diagonal in the aggregate principal amount of $70,400. Effective October 15, 2025, the Company issued the Note to 1800 Diagonal consistent with the terms of the Securities Purchase Agreement. The Note bears interest at 8%, with a 10% Original Issue Discount and matures on July 30, 2026. Pursuant to the terms of the Note, the outstanding principal and accrued interest on the Note shall be convertible into shares of the Company’s common stock as set forth therein.

The foregoing descriptions of the Note and the Securities Purchase Agreement and of all of the parties’ rights and obligations under the Note and the Securities Purchase Agreement are qualified in its entirety by reference to the Note and the Securities Purchase Agreement, copies of which are filed as Exhibits 3.70 and 3.71 respectively to this Current Report on Form 8-K, and of which are incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 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.

Exhibit No.		Description
3.70		Convertible Promissory Note issued to 1800 Diagonal Lending LLC dated October 15, 2025.
3.71		Securities Purchase Agreement dated October 15, 2025, between the registrant and 1800 Diagonal Lending LLC.
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.

	LIBERTY STAR URANIUM & METALS CORP.
Dated: October 22, 2025	/s/ Patricia Madaris
	Patricia Madaris, VP Finance & CFO

FAQ

What financing did LBSR announce in its 8-K?

LBSR issued a $70,400 convertible promissory note to 1800 Diagonal Lending LLC under a Securities Purchase Agreement.

What are the key terms of LBSR’s new note?

The note carries 8% interest, includes a 10% original issue discount, and matures on July 30, 2026.

When was the agreement signed and the note issued for LBSR (LBSR)?

The Securities Purchase Agreement was signed on October 17, 2025, and the note was issued effective October 15, 2025.

Is the LBSR note convertible into equity?

Yes. Outstanding principal and accrued interest are convertible into common stock per the note’s terms.

Which exhibits contain the detailed terms?

Exhibit 3.70 is the Convertible Promissory Note and Exhibit 3.71 is the Securities Purchase Agreement.

What disclosure item addresses LBSR’s obligation?

The company reported the obligation under Item 2.03, referencing the details in Item 1.01.