UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): June 28, 2019


U.S. LITHIUM CORP.
(Exact name of registrant as specified in its charter)
 
Nevada 333-144944 98-0514250
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification Number)


12340 Seal Beach Blvd. Suite B-190
Seal Beach, CA 90740
(Address of principal executive offices, including zip code)

(702) 866-2500
(Registrant ’ s telephone number, including area code)
 

(Former name or former address, if changed since last report)

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. below):
 
☐
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 exchange on which registered
 
 
 
 
 
Common Shares
  LITH
  N/A

☐
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).
 
 
☐
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 provided pursuant to Section 13(a) of the Exchange Act.
 
Item 1.01 Entry into a Material Definitive Agreement.
 
On June 28, 2019 U. S. Lithium Corp. (the “Company”) concluded agreements (the “Agreements”) with certain individuals and/or entities holding debt (the “Debt”) of the Company (the “Debt Holders”). The Debt converted was previously reported in the Company’s Quarterly Report for the period ended March 31, 2019 as filed with the Securities and Exchange Commission on May 20, 2019. Pursuant to the Agreements, the Debt Holders agreed to convert the amounts currently owed to them by the Company into shares of the Company’s Common Stock at a price per share equal to $0.195. A total of $406,357.02 in principal and interest due to the Debt Holders was converted into 2,083,884 shares of Common Stock. 

Item 3.02 Unregistered Sales of Equity Securities.
 
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
 
The issuance of the Common Stock described in Item 1.01 was completed in accordance with the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The Company’s reliance upon Section 4(a)(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was a private transaction by us which did not involve a public offering; (b) there were only a few recipients; (c) there were no subsequent or contemporaneous public offerings of the securities by the Company; (d) the securities were not broken down into smaller denominations; and (e) the negotiations for the issuance of the securities took place directly between the Debt Holders and the Company.

Item 9.01 Financial Statements and Exhibits
 
(d) Exhibits
 
Exhibit
Number
 
Exhibit Description
 
 
 
10.1
 
Form of Debt Conversion Agreement

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 thereunto duly authorized.

Date: July 3, 2019
U.S. Lithium Corp.
   
  
 
  
By: /s/ Gregory Rotelli
 
  
Gregory Rotelli
 
President & CEO

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