| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01. Entry into a Material Definitive Agreement.
Laredo Oil, Inc. (the “Company”) has entered into a Note and Warrant Purchase Agreement, dated May 20, 2025 (the “Purchase Agreement”), with several accredited investors (the “Purchasers”). Pursuant to the Purchase Agreement, the Purchasers purchased Subordinated Promissory Notes (the “Notes”) in the total principal amount of $825,000, and warrants to purchase 825,000 shares of the Company’s common stock (the “Warrants”) for the purchase price of $0.43 per Share.
The Purchase Agreement was amended by an Amendment to Note and Warrant Purchase Agreement, dated June 4, 2025 (the “Amendment”). Pursuant to the Amendment, the Purchasers may now purchase Notes in the total principal amount of up to $1,500,000, and Warrants to purchase 825,000 shares of the Company’s common stock for the purchase price of $0.43 per Share, or a total of $354,750.
The Notes and Warrants are subject to restrictions on the sale or other transfer pursuant to Rule 144 promulgated under the Securities Act of 1933.
The foregoing is a description of the material terms and conditions of the Purchase Agreement and is not a complete discussion of the Purchase Agreement. Accordingly, the foregoing is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is attached as Exhibit 10.1 to this Report, and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Note and Warrant Purchase Agreement. | |
| Exhibit 10.2* | Amendment to Note and Warrant Purchase Agreement. |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | In accordance with Item 601(b)(10) of Regulation S-K, certain provisions or terms of the Agreement have been redacted. The Company will provide an unredacted copy of the exhibit on a supplemental basis to the SEC or its staff upon request. |
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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.
| LAREDO OIL, INC. | |||
| Date: June 17, 2025 | By: | /s/ Bradley E. Sparks | |
| Bradley E. Sparks | |||
| Chief Financial Officer and Treasurer | |||
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EXHIBIT INDEX
| Exhibit No. | Description |
| Note and Warrant Purchase Agreement. | |
| Exhibit 10.2* | Amendment to Note and Warrant Purchase Agreement. |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | In accordance with Item 601(b)(10) of Regulation S-K, certain provisions or terms of the Agreement have been redacted. The Company will provide an unredacted copy of the exhibit on a supplemental basis to the SEC or its staff upon request. |
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