Current Report Filing (8-k)
13 Juni 2022 - 10:55PM
Edgar (US Regulatory)
0001319643
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0001319643
2022-06-06
2022-06-06
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 6, 2022
LODE-STAR
MINING INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
000-53676 |
|
47-4347638 |
(State
or other jurisdiction of
incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
1
East Liberty Street, Suite 600
Reno,
NV |
|
89501 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (775) 234-5443
Former
name or former address, if changed since last report: N/A
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):
o Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
o Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act
(17 CFR 240.14d -2(b))
o 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 |
| N/A |
|
N/A |
|
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).
Emerging
growth company o
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. o
| Item
1.02 | Termination
of a Material Definitive Agreement |
On
December 28, 2021, Lode-Star Mining Inc. (the “Company”) entered into an asset purchase agreement (the “Purchase Agreement”)
with Sapir Pharmaceuticals, Inc., a Delaware corporation (“Sapir”), pursuant to which the Company purchased certain assets
from Sapir used in connection with the proprietary stabilized formulation of the Epigallocatechin-gallate
(EGCG) molecule (the “Business”) in exchange for 1,000,000 shares of newly-designated Series A preferred
stock of the Company (the “Preferred Stock”). The closing of the acquisition occurred simultaneous with the execution and
delivery of the Purchase Agreement.
At
the closing, the parties also executed and delivered a royalty agreement (the “Royalty Agreement”) pursuant to which the
Company agreed to pay Sapir a royalty equal to 5% of the gross revenues realized from licenses or products generated or derived from
the Business. Copies of the Purchase Agreement and the Royalty Agreement (together, the “Sapir Agreements”) were attached
as Exhibits 10.1 and 10.2, respectively, to the Company’s current report on Form 8-K filed with the Securities and Exchange Commission
(the “SEC”) on January 3, 2022.
Due
to circumstances beyond the control of the parties, the Company was unable to develop the Business to the extent contemplated by (i)
the Sapir Agreements and (ii) discussions that occurred between the Company and Sapir following the closing of the Purchase Agreement.
As a result, on June 6, 2022, the Company and Sapir entered into a rescission agreement (the “Rescission Agreement”) in order
to rescind the Purchase Agreement and the Royalty Agreement and restore both the Company and Sapir to the respective positions they occupied
immediately in advance of the execution and delivery of the Sapir Agreements.
As
of the date of the Rescission Agreement, the Company had not completed the issuance of the Preferred Stock to Sapir or completed any
payments to Sapir under the Royalty Agreement.
The
foregoing description of the Rescission Agreement includes a summary of all the material provisions but is qualified in its entirety
by reference to the complete text of the Rescission Agreement included as Exhibit 10.11 to this report and incorporated herein by reference.
| Item
1.01 | Entry
into a Material Definitive Agreement |
On
June 8, 2022, and in connection with the rescission of the Sapir Agreements, the Company entered into a debt reinstatement agreement
(the “Reinstatement Agreement”) with Lode Star Gold, Inc., a Nevada corporation and
the controlling shareholder of the Company (“LSG”), pursuant to which the Company agreed to reinstate the approximately $2.224
million in accrued, unpaid penalty and other payments (collectively, the “Debt”) previously owing by the Company to LSG under
the mineral option agreement between the parties dated October 4, 2014, as amended on October 31, 2019 (together, the “Option Agreement”).
The Debt was originally forgiven by LSG under a settlement and termination agreement between the parties dated January 14, 2022 (the
“Settlement Agreement”) that provided for, among other things, the immediate termination of the Option Agreement (with
the exception of certain standard provisions that survived according to their terms) and the return to LSG of the Company’s 20%
undivided interest in and to the property that was the subject of the Option Agreement.
A
copy of the Settlement Agreement was attached as Exhibit 10.9 to the Company’s current report on Form 8-K filed with the SEC January
14, 2022.
The
foregoing description of the Reinstatement Agreement includes a summary of all the material provisions but is qualified in its entirety
by reference to the complete text of the Reinstatement Agreement included as Exhibit 10.12
to this report and incorporated herein by reference.
| Item
2.01 | Completion
of Acquisition or Disposition of Assets |
Reference
is made to the disclosure set forth under Item 1.02 above, which disclosure is incorporated herein by reference.
| Item
3.02 | Unregistered
Sale of Equity Securities |
On
June 8, 2022, the Company entered into debt conversion agreements with three related parties pursuant to which the creditors converted
an aggregate of $2,601,207.55 in accrued, unpaid debt into 70,302,906 shares of the Company’s common stock (collectively, the “Conversion
Shares”) at a price of $0.037 per share. The identities of the creditors and the particulars of the conversions were as follows:
| ● | LSG
($2,322,487, which amount includes the $2,223,894
reinstated under the Reinstatement Agreement, converted
into 62,769,918 shares); |
| ● | Lonnie
Humphries, the controlling shareholder of LSG ($42,941.58 converted into 1,160,583 shares);
and |
| ● | Mark
Walmesley, the President, Chief Executive Officer and a director of the Company ($235,778.97
converted into 6,372,405 shares). |
The
issuance of the Conversion Shares was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities
Act”), as a transaction by an issuer not involving any public offering. The creditors provided representations to the Company that
they acquired their respective Conversion Shares for investment purposes only and acknowledged that their respective Conversion Shares
were “restricted securities” for purpose of the Securities Act and would bear all restrictive legends required under applicable
securities laws.
| Item
9.01 | Financial
Statements and Exhibits |
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.
| Dated:
June 10, 2022 |
LODE-STAR
MINING INC. |
| |
|
|
| |
By: |
/s/
Mark Walmesley |
| |
|
Mark
Walmesley |
| |
|
President,
Chief Executive Officer, Director |
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