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
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including
area code:
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):
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Section 1— Registrant’s Business and Operations
| Item 1.01 | Entry into a Material Definitive Agreement. |
On October 26, 2022, Laredo Oil, Inc. (the “Company”) borrowed $150,000.00 from Bradley E. Sparks, the Company’s Chief Financial Officer and a director of the Company. The loan from Mr. Sparks was made pursuant to a promissory note, which is payable upon demand and is secured by a pledge by the Company of all of its interests in Lustre Oil Company LLC, a wholly owned subsidiary of the Company (“Lustre”). In connection with the loan from Mr. Sparks, the Company executed a Demand Promissory Note, which is payable upon demand by Mr. Sparks (the “Note”), and a Pledge Agreement, under which the Company pledged all of its interests in Lustre (the “Pledge Agreement”). The Pledge Agreement provides, among other things, for the Company to assign to Sparks all of the Company’s interests in Lustre if the Company cannot make payment on the Note after demand for payment by Mr. Sparks. The Note and Pledge Agreement were each approved by the uninterested members of the Company’s Board of Directors. The descriptions of the Note and the Pledge Agreement herein do not purport to be complete and are qualified in their entirety by reference to Exhibit 10.1 and Exhibit 10.2.
Section 9 — Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits |
|
Exhibit No. |
Description |
| 10.1 | Demand Promissory Note dated October 26, 2022. |
| 10.2 | Membership Interest Pledge Agreement dated October 26, 2022. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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. | ||
| By: | /s/ Mark See | |
| Name: | Mark See | |
| Title: | Chief Executive Officer | |
Dated: October 28, 2022
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Exhibit 10.1
DEMAND PROMISSORY NOTE
| $150,000.00 | Austin, Texas | October 26, 2022 |
FOR VALUE RECEIVED, the undersigned, Laredo Oil, Inc., a Delaware corporation (the “Maker”), hereby unconditionally promises to pay to the order of Bradley E. Sparks, a resident of Texas (the “Payee”), at 2021 Guadalupe Street, Suite 260, Austin, Texas 78705 or such other address given to the Maker by the Payee, the principal sum of $150,000.00, in lawful money of the United States of America, together with interest on the unpaid principal balance from day-to-day remaining, computed from the date hereof until payment in full of the principal sum at the rate per annum of 10.00%, computed on the basis of a 360 day year consisting of 12 months of 30 days each but for the actual member of days outstanding.
1. Payment. The Payee may demand payment of the principal amount of and accrued and unpaid interest on this secured promissory note (this “Note”) at any time.
2. Pledge Agreement. This Note is subject to the terms of a Pledge Agreement, dated October 26, 2022, between the Maker and the Payee.
3. Application of Payment. Payments made to the Payee by the Maker hereunder shall be applied first to accrued and unpaid interest on the principal amount of this Note and then toward the outstanding principal amount of this Note.
4. Waivers. The Maker waives demand for payment, presentment, protest, notice of protest and non-payment, or other notice of default, notice of acceleration and intention to accelerate, and agrees that its liability under this Note shall not be affected by any renewal or extension in the time of payment hereof or any other indulgences and hereby consents to any and all renewals, extensions, indulgences, releases or changes.
No waiver by the Payee of any of its rights or remedies hereunder shall be considered a waiver of any other or subsequent right or remedy of the Payee; no delay or omission in the exercise or enforcement by the Payee of any such rights or remedies shall be construed as a waiver thereof; and no exercise or enforcement of any such rights or remedies shall be held to exhaust any such right or remedy.
5. Events of Default. An “event of default” shall exist hereunder if any one or more of the following events shall occur and be continuing:
(a) the Maker shall (i) apply for or consent to the appointment of a receiver, trustee, custodian, intervenor or liquidator of the Maker or of all or a substantial part of its assets, (ii) file a voluntary petition in bankruptcy, admit in writing that it is unable to pay its debts as they become due or generally not pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) file a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any bankruptcy or insolvency laws, (v) file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy, reorganization or insolvency proceeding, or (vi) take corporate action for the purpose of effecting any of the foregoing;
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(b) an involuntary petition or complaint shall be filed against the Maker seeking bankruptcy or reorganization or the appointment of a receiver, custodian, trustee, intervenor or liquidator of the Maker, or of all or substantially all of its assets, and such petition or complaint shall not have been dismissed within thirty (30) days of the filing thereof; or an order, order for relief, judgment or decree shall be entered by any court of competent jurisdiction or other competent authority approving a petition or complaint seeking reorganization of the Maker or appointing a receiver, custodian, trustee, intervenor or liquidator of the Maker, or of all or substantially all of its assets; or
(c) the failure to have discharged within a period of ten (10) days after the commencement thereof any attachment, sequestration or similar proceedings against any of the Maker’s assets.
6. Remedies. Upon the occurrence of any Event of Default, the entire unpaid balance of principal and accrued interest upon this Note shall, without any action by the Payee, immediately become due and payable without demand for payment, presentment, protest, notice of protest and non-payment, or other notice, all of which are expressly waived by the Maker.
7. Prepayments. The Maker may prepay this Note, without penalty, in whole or in part, at any time, by giving the Payee written notice of the amount to be prepaid at least two days prior to the date of prepayment.
8. Usury Savings Clause. Any provision herein, in any other document securing the payment of this Note, or in any other agreement or commitment between the Maker and the Payee, whether written or oral, expressed or implied, to the contrary notwithstanding, the Payee shall never be entitled to charge, receive, or collect, nor shall amounts received hereunder be credited as interest so that the Payee shall be paid, a sum greater than interest at the maximum nonusurious interest rate, if any, that at any time may be contracted for, charged, received, or collected on the indebtedness evidenced by this Note under applicable law (the “Maximum Rate”). It is the intention of the parties that this Note, and all other instruments securing the payment of this Note or executed or delivered in connection herewith, shall comply with applicable law. If the Payee ever contracts for, charges, receives, or collects, anything of value which is deemed to be interest under applicable law, and if the occurrence of any circumstance or contingency, whether acceleration of maturity of this Note, delay in advancing proceeds of this Note; or other event, should cause such interest to exceed interest at the Maximum Rate, any such excess amount shall be applied to the reduction of the unpaid principal balance of this Note or any other indebtedness owed to the Payee by the Maker, and if this Note and such other indebtedness is paid in full, any remaining excess shall be paid to the Maker. In determining whether or not the interest hereon exceeds interest at the Maximum Rate, the total amount of interest shall be spread throughout the entire term of this Note until its payment in full in a manner which will cause the interest rate on this Note not to exceed the Maximum Rate.
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9. Notice. All notices to be given hereunder shall be in writing and shall be deemed given at the earlier of when actually received or three days after being deposited in the United States mails, return receipt requested, (a) to the Maker at 2021 Guadalupe Street, Suite 260, Austin, Texas 78705 or (b) to the Payee at 2021 Guadalupe Street, Suite 260, Austin, Texas 78705. Either party may change that party’s above listed notice information by giving written notice of the changed information to the other party at least ten days prior to such change.
10. Governing law. This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of Texas excluding (except for matters governed by the Uniform Commercial Code as in effect in the State of Texas from time to time) choice of-law principles of the law of such state that would require the application of the laws of a jurisdiction other than such state.
11. Collection. If this Note is placed in the hands of an attorney for collection, or if it is collected through any legal proceedings at law or in equity or in bankruptcy, receivership or other court proceedings, the Maker promises to pay all costs and expenses of collection including, but not limited to, court costs and the reasonable attorneys’ fees of the holder hereof.
| MAKER | ||
| Laredo Oil, Inc. | ||
| By: | /s/ Mark See | |
| Name: | Mark See | |
| Title: | Chief Executive Officer | |
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Exhibit 10.2
MEMBERSHIP INTEREST PLEDGE AGREEMENT
LUSTRE OIL COMPANY, LLC
In consideration of Bradley E. Sparks, an individual (“Lender”), acquiring from Laredo Oil, Inc., a Delaware corporation (“Pledgor”), that certain Promissory Note, dated October 26, 2022, in the original principal amount of $150,000 (the “Note”), and to secure the obligations of Pledgor to the Lender under the Note, Pledgor, as collateral security for the payment of the indebtedness and the performance of all other obligations relating to the First Lien Note, and all amendments and replacements thereof (collectively hereinafter called the “Obligations”), hereby deposits with the First Lien Lender and pledges, collaterally assigns, delivers, and grants a security interest in the following property:
All of the membership interests of Lustre Oil Company LLC, (“Lustre”).
together with any interests issued or to be issued as a result of a distributions or dividend on or with respect to the above-described property, any additional interests which may be delivered and pledged to First Lien Lender as hereinafter provided, and all dividends, distributions, and other proceeds of all of the foregoing, in each case whether now existing or hereafter arising (all of the foregoing is hereinafter called the “Collateral”).
Pledgor hereby represents and warrants that (a) Pledgor is the sole owner of the Collateral free from any adverse lien or security interest (other than as expressly contemplated in the Intercreditor Agreement (as defined below), (b) the delivery by Pledgor of the Collateral will create a valid and perfected security interest therein in First Lien Lender, (c) the Collateral constitutes all of the presently issued and outstanding interests in Lustre owned by Pledgor, and (d) Pledgor owns 100% of the membership interests of Lustre.
Prior to any non-payment under the Obligations (beyond any notice and cure period) Pledgor shall have all rights and powers pertaining to the Collateral, subject to the terms of this Agreement. Upon the non-payment of any of the Obligations thereunder as and when the same shall become due and payable (beyond any notice and cure period), or at any time or from time to time thereafter during the continuance of such default, First Lien Lender shall have all the rights and remedies of a secured party afforded by the Uniform Commercial Code as from time to time in effect in the State of Texas or afforded by other applicable law.
Pledgor agrees to make, execute and deliver, upon request, any further assignments, powers of attorney, assurances, acquittances or other documents which First Lien Lender may reasonably request to enable First Lien Lender to transfer or realize upon said property or to secure to First Lien Lender more fully the full benefit hereof.
The rights of Pledgor hereunder are subject to the terms of the Company Agreement of Lustre.
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IN WITNESS WHEREOF, Pledgor has caused this Stock Pledge to be duly executed as of the 28th day of October, 2022.
| Laredo Oil, Inc. | ||
| By: | /s/ Mark See | |
| Name: | Mark See | |
| Title: | Chief Executive Officer | |
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Cover |
Oct. 26, 2022 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Oct. 26, 2022 |
| Entity File Number | 333-153168 |
| Entity Registrant Name | Laredo Oil, Inc. |
| Entity Central Index Key | 0001442492 |
| Entity Tax Identification Number | 26-2435874 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 2021 Guadalupe Street |
| Entity Address, Address Line Two | Suite 260 |
| Entity Address, City or Town | Austin |
| Entity Address, State or Province | TX |
| Entity Address, Postal Zip Code | 78705 |
| City Area Code | (512) |
| Local Phone Number | 337-1199 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |