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) August 22, 2012
LIBERTY STAR URANIUM & METALS
CORP.
(Exact name of registrant as specified in its
charter)
| Nevada | 000-50071 | 90-0175540 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
5610 E. Sutler Lane, Tucson, Arizona
85712
(Address of principal executive offices and Zip Code)
Registrant’s telephone number, including area code 520-731-8786
N/A
(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:
[ ] 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))
| Item 1.01 Entry into a Material Definitive Agreement. |
Please see the disclosure under Item 3.02.
| Item 3.02 Unregistered Sales of Equity Securities. |
On August 22, 2012, we sold 1,706,485 units at a price of $0.0293 per unit to one accredited investor for gross proceeds of $50,000. Each unit consisted of one common share of our company and one non-transferable share purchase warrant. Each share purchase warrant entitles the investor to purchase one additional common share of our company at a price of $0.0410 until August 22, 2015. The investor is a U.S. Person and in issuing securities to the investor we relied on the exemption from the registration requirements of the Securities Act of 1933 provided by Rule 506 of Regulation D promulgated thereunder.
| Item 9.01 Financial Statements and Exhibits | |
| (d) | Exhibits |
| 10.1 | Form of Subscription Agreement (incorporated by reference from our Current Report on Form 8-K filed on November 15, 2010) |
| 10.2 | Form of Warrant Certificate (incorporated by reference from our Current Report on Form 8-K filed on July 27, 2012) |
SIGNATURE
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.
| By: | /s/ James Briscoe | |
| James Briscoe, Director | ||
| Date: August 22, 2012 | ||