Liberty Star (OTCQB: LBSR) issues $74,250 8% convertible note

Rhea-AI Filing Summary

Liberty Star Uranium & Metals Corp. entered into a Securities Purchase Agreement with Jefferson Street Capital LLC under which it issued a convertible promissory note with a principal amount of $74,250, including a 10% original issue discount. The Note bears 8% interest and matures one year from the agreement date.

The outstanding principal and accrued interest on the Note can be converted into shares of Liberty Star’s common stock according to the terms set out in the Note. This transaction creates a new direct financial obligation for the company and introduces the possibility of future share issuance to Jefferson Street in place of cash repayment.

Insights

Convertible financing and capital structure analyst

Liberty Star adds a small 8% convertible note that may later turn into equity.

Liberty Star Uranium & Metals Corp. has taken on a $74,250 convertible promissory note with an original issue discount of 10%, so it receives less cash than the face value while owing the full principal. The Note carries an 8% interest rate and a one-year maturity, which sets a clear near-term repayment or conversion horizon.

Because the Note and accrued interest are convertible into common stock, the obligation can ultimately be settled in shares instead of cash. The economic impact will depend on the specific conversion terms in the Note and how many shares are ultimately issued to Jefferson Street Capital LLC, if conversion occurs.

The agreement is classified as both a material definitive agreement and a direct financial obligation, emphasizing its importance within the company’s capital structure. Subsequent disclosures of conversion activity under this Note, if any, would clarify how much of the obligation is repaid in cash versus equity.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): September 18, 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 September 18, 2025, Liberty Star Uranium & Metals Corp. (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Jefferson Street Capital LLC. (“Jefferson Street”). Pursuant to the terms of the Securities Purchase Agreement, the Company agreed to issue a convertible promissory note (the “Note”) to Jefferson Street in the principal amount of $74,250 which includes an original issue discount of 10% (the “OID”). Effective September 18, 2025, the Company issued a Note to Jefferson Street consistent with the terms of the Securities Purchase Agreement. The Note bears interest at 8% and matures in one year from date of Agreement. 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 3.67 and 3.68 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
3.67		Convertible Promissory Note issued to Jefferson Street Capital LLC dated September 18, 2025.
3.68		Securities Purchase Agreement dated September 18, 2025, between the registrant and Jefferson Street Capital 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: September 19, 2025	/s/ Patricia Madaris
	Patricia Madaris, VP Finance & CFO/Interim CEO

FAQ

What financing agreement did Liberty Star (LBSR) enter on September 18, 2025?

On September 18, 2025, Liberty Star Uranium & Metals Corp. entered into a Securities Purchase Agreement with Jefferson Street Capital LLC, under which it issued a convertible promissory note.

What are the key terms of Liberty Star’s new convertible promissory note?

The Note issued to Jefferson Street Capital LLC has a principal amount of $74,250, includes a 10% original issue discount, bears 8% interest, and matures one year from the agreement date.

Can the Liberty Star (LBSR) note be converted into common stock?

Yes. Under the Note, the outstanding principal and accrued interest are convertible into shares of Liberty Star’s common stock according to the terms specified in the Note.

Who is the counterparty to Liberty Star’s September 2025 financing?

The counterparty is Jefferson Street Capital LLC, which entered into the Securities Purchase Agreement and received the convertible promissory note from Liberty Star Uranium & Metals Corp.

How does this transaction affect Liberty Star’s obligations?

The transaction creates a direct financial obligation for Liberty Star through the convertible promissory note, with the possibility of future share issuance if the note and interest are converted into common stock.

Which exhibits relate to Liberty Star’s new note and purchase agreement?

Exhibit 3.67 is the Convertible Promissory Note issued to Jefferson Street Capital LLC, and Exhibit 3.68 is the Securities Purchase Agreement dated September 18, 2025.