FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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):

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 1.01. Entry into a Material Definitive Agreement.

On May 30, 2023, Laredo Oil, Inc. (the “Company”) entered into an Amended and Restated Note Purchase Agreement (the “Amended NPA”). The Amended NPA amends and restates the previously disclosed Note Purchase Agreement, dated September 23, 2022 (the “Note Purchase Agreement”), for the issuance of promissory notes (“Notes”) in the aggregate principal amount of up to $7,500,000. The Amended NPA was executed by the Company and certain Investors, as defined in the Amended NPA, holding the majority in interest of the then outstanding Notes, and additional Investors. The Amended NPA amends Section 2.1(b) of the Note Purchase Agreement to allow the Company to sell and issue additional Notes, up to the maximum aggregate principal amount of $7,500,000, at one or more Subsequent Closings (as defined in the Amended NPA) until December 31, 2024. The Notes will accrue interest on the outstanding principal sum at the originally annual rate of 12.0% per annum, rather than 10.0% per annum annual rate provided in the Note Purchase Agreement, and will have a maturity date of September 30, 2025, rather than September 23, 2025.

As of May 30, 2023, the Company had issued Notes in the aggregate principal amount of $540,000.00.

The Notes are secured by the Company’s pledge of all of the equity securities in the Company’s wholly-owned subsidiary, Hell Creek Crude LLC.

The foregoing is a description of the material terms and conditions of the Amended NPA, and related documents, and is not a complete discussion of the Amended NPA. Accordingly, the foregoing is qualified in its entirety by reference to the full text of the Amended NPA, a copy of which is attached as Exhibit 10.1 to this Report, and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibit

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.

EXHIBIT INDEX