What exhibits related to the Liberty Star financing are included in the 8-K?

The filing includes a Convertible Promissory Note issued to 1800 Diagonal Lending LLC dated April 15, 2026 as Exhibit 3.81 and the Securities Purchase Agreement dated April 15, 2026 between Liberty Star and 1800 Diagonal as Exhibit 3.82, plus an Inline XBRL cover page file as Exhibit 104.

Liberty Star signs $73,700 convertible note

Q: What are the key terms of Liberty Star’s $73,700 convertible promissory note?

The Liberty Star Note has a principal amount of $73,700, bears 8% interest, includes a 10% Original Issue Discount, and matures on January 15, 2027. Outstanding principal and accrued interest are convertible into shares of Liberty Star’s common stock pursuant to the Note’s provisions.

Liberty Star Uranium & Metals Corp. entered into a Securities Purchase Agreement with 1800 Diagonal Lending LLC under which it agreed to issue a convertible promissory note with an aggregate principal amount of $73,700.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Liberty Star Uranium & Metals Corp. entered into a Securities Purchase Agreement with 1800 Diagonal Lending LLC under which it agreed to issue a convertible promissory note with an aggregate principal amount of $73,700.

The Note, issued effective January 15, 2025, bears interest at 8%, includes a 10% Original Issue Discount, and matures on January 15, 2027. Principal and accrued interest are convertible into shares of Liberty Star’s common stock according to the Note’s terms.

Insights

Liberty Star adds a small, convertible debt piece with equity upside for the lender.

Liberty Star entered a Securities Purchase Agreement with 1800 Diagonal Lending LLC for a $73,700 convertible promissory note. The Note carries an 8% interest rate, a 10% Original Issue Discount, and matures on January 15, 2027, creating a defined-term liability.

The Note is convertible into common stock, which shifts some repayment risk toward potential equity dilution rather than pure cash outlay, depending on future conversions. Overall scale appears modest in absolute terms, so the capital structure impact is likely limited based on the excerpt.

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, or exhibit attachments filed with this report.

Key Figures

Convertible note principal: $73,700 Interest rate: 8% Original Issue Discount: 10% +1 more

4 metrics

Convertible note principal $73,700 Aggregate principal amount of Note to 1800 Diagonal

Interest rate 8% Annual interest on convertible promissory note

Original Issue Discount 10% Discount applied on issuance of the Note

Maturity date January 15, 2027 Date when the Note becomes due

Key Terms

Material Definitive Agreement, Securities Purchase Agreement, convertible promissory note, Original Issue Discount

4 terms

Material Definitive Agreement regulatory

"Item 1.01. Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Securities Purchase Agreement financial

"entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with 1800 Diagonal"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

convertible promissory note financial

"agreed to issue a convertible promissory note (the “Note”) to 1800 Diagonal"

A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.

Original Issue Discount financial

"The Note bears interest at 8%, with a 10% Original Issue Discount and matures"

Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.

FAQ

What financing agreement did Liberty Star (LBSR) enter with 1800 Diagonal Lending?

Liberty Star entered a Securities Purchase Agreement with 1800 Diagonal Lending LLC. Under this agreement, Liberty Star issued a convertible promissory note with a principal amount of $73,700, allowing 1800 Diagonal to convert principal and interest into Liberty Star common shares under specified terms.

What are the key terms of Liberty Star’s $73,700 convertible promissory note?

The Liberty Star Note has a principal amount of $73,700, bears 8% interest, includes a 10% Original Issue Discount, and matures on January 15, 2027. Outstanding principal and accrued interest are convertible into shares of Liberty Star’s common stock pursuant to the Note’s provisions.

When does Liberty Star’s convertible note to 1800 Diagonal mature?

Liberty Star’s convertible promissory note issued to 1800 Diagonal Lending LLC matures on January 15, 2027. Until that date, the outstanding principal and accrued interest may be converted into shares of Liberty Star common stock as described in the Note’s conversion terms.

How is interest structured on Liberty Star (LBSR)’s convertible note?

The convertible promissory note bears interest at an annual rate of 8% and was issued with a 10% Original Issue Discount. Interest accrues on the outstanding principal balance and, along with principal, can be converted into Liberty Star common stock according to the Note’s conversion mechanics.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/21/2026 - 05:29 PM

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):

April 21, 2026

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 April 17, 2026, 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 $73,700. Effective January 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 January 15, 2027. 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 3.81 and 3.82 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

3.81		Convertible Promissory Note issued to 1800 Diagonal Lending LLC dated April 15, 2026.

3.82		Securities Purchase Agreement dated April 15, 2026, 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: April 21, 2026	/s/ Patricia Madaris
	Patricia Madaris, VP Finance & CFO

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Liberty Star signs $73,700 convertible note

Rhea-AI Filing Summary

Positive

Negative