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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 |
