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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) November 7, 2016
U.S. LITHIUM, CORP.
(Exact name of registrant as specified in its charter)
Nevada 000-55604 98-0514250
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2360 Corporate Circle, Suite 4000 Henderson, Nevada 89074-7722
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (702) 866-2500
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
We entered into a securities purchase agreement dated November 7, 2016 with
Robert Seeley. Whereupon we agreed to sell to Mr. Seeley, for an aggregate of
$15,000 in cash, a convertible promissory note for the aggregate principal sum
of $15,000, which includes simple interest at a rate of 10% per annum and is
convertible in common shares of our company for $0.019 per share. This note
matures in one year from issuance.
In addition, we entered into a securities purchase agreement dated December 1,
2016 with Robert Seeley. Whereupon we agreed to sell to Mr. Seeley, for an
aggregate of $20,000 in cash, a convertible promissory note for the aggregate
principal sum of $20,000, which includes simple interest at a rate of 10% per
annum and is convertible in common shares of our company for $0.030 per share.
This note matures in one year from issuance.
Any common shares of our company issued by us under the convertible promissory
notes to Mr. Seeley will be pursuant to Rule 506 of Regulation D of the
Securities Act of 1933, as amended, on the basis that they represented to our
company that they were an "accredited investor" as such term is defined in Rule
501(a) of Regulation D.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
10.1 Securities Purchase Agreement dated November 7, 2016 between our
company and Robert Seeley.
10.2 Form of convertible promissory note between our company and Robert
Seeley.
10.3 Securities Purchase Agreement dated December 1, 2016 between our
company and Robert Seeley.
10.4 Form of convertible promissory note between our company and Robert
Seeley.
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.
ROSTOCK VENTURES CORP.
/s/ Gregory Rotelli
-------------------------------------
Gregory Rotelli
President and Chief Executive Officer
Date: December 13, 2016
