Securities Registration: Employee Benefit Plan (s-8)
June 14 2023 - 5:16PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on June 14, 2023
Registration No. 333-153168
UNITED STATES
Securities
and Exchange Commission
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OF 1933
__________________________________
LAREDO
OIL, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware |
|
26-2435874 |
(State or Other Jurisdiction of
Incorporation or Organization) |
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(I.R.S. Employer Identification Number) |
2021 Guadalupe Street, Ste. 260
Austin, Texas |
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78705 |
(Address of principal executive offices) |
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(Zip Code) |
_______________
Laredo Oil, Inc.
2023 Equity Incentive Plan
(Full title of the plan)
_______________
Bradley E. Sparks
Chief Financial Officer
2021 Guadalupe Street, Ste. 260
Austin, Texas 78705
(Name and address of agent for service)
(512) 337-1199
(Telephone number, including area code, of agent for
service)
Indicate by
check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated
filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
o |
Accelerated filer |
o |
Non-accelerated filer |
x |
Smaller reporting company |
x |
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Emerging growth company |
o |
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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 to
Section 7(a)(2)(B) of the Securities Act. ☐
Part I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
The document(s) containing the information required
by Part I of Form S-8 will be sent or given to employees as specified by Rule 428(b)(1) under the Securities Act. Such documents need
not be filed with the Securities and Exchange Commission (the “Commission”), either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Company with the
Commission are hereby incorporated by reference into this Registration Statement:
| · | The Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2022; |
| · | The Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended August 31, 2022, November
30, 2022 and February 28, 2023 |
| · | The Company’s amendment to Quarterly Report on Form 10-Q/A for the quarterly period ended August
31, 2022; |
| · | The Company’s Current Reports on Form 8-K filed with the Commission on October 28, 2022, November
29, 2022, December 19, 2022, May 30, 2023, and June 6, 2023; and |
| · | The description of Common Stock that is contained in the Company’s Registration Statement on Form
S-1 filed with the Commission on August 25, 2008, including any amendment or report filed with the Commission for the purpose of updating
such description of Common Stock. |
All other documents subsequently
filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of 1934, as amended (the “Exchange
Act”), prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement
from the respective dates of the filing of such documents with the Commission.
Item 4. Description of Securities.
The authorized capital
stock of the Company consists of 120,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of preferred
stock, par value $0.0001. All outstanding shares of common stock are, and the shares to be issued as contemplated herein will be,
fully paid and nonassessable. Holders of the common stock are entitled to one vote per share in all matters to be voted upon by the
stockholders. Holders of common stock are not entitled to cumulative voting rights with respect to the election of directors.
Holders of common stock have equal ratable rights to dividends from funds legally available therefor, when, as and if declared by
the Board of Directors of the Company. The Company does not anticipate paying dividends in the near future. In the event of a
liquidation, dissolution or winding-up of the Company, the holders of common stock are entitled to share equally, on a share for
share basis, in all assets remaining after payment of liabilities, subject to the prior distribution rights of any other classes or
series of capital stock then outstanding. The common stock has no preemptive rights and is neither redeemable nor convertible, and
there are no sinking fund provisions.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company’s certificate of incorporation limits the personal liability
of directors to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director (i) for any breach of
the director's duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of Title 8 of the Delaware Code or (iv) for any transaction from which
the director derived an improper personal benefit.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit |
No. Description of Exhibit |
_______________
* Filed herewith.
Item 9. Undertakings.
(a) |
The undersigned registrant hereby undertakes: |
(1) To file, during any period in which
offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) To reflect in the
prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration
Statement; and
(iii) To include any material information
with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information
in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
herein do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic
reports filed by the undersigned registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference
in this Registration Statement;
(2) That, for the purpose of determining
any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof; and
(3) To remove from registration by means
of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned
registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions
described above, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer of controlling person of the
registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered hereunder, the registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of
the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in Austin, Texas, on June 14, 2023.
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LAREDO OIL,INC. |
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By: |
/s/ Mark See |
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Mark See |
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Chief Executive Officer (Principal Executive Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS,
that each person whose signature appears below does hereby constitute and appoint Mark See, with full power of substitution, his or her
true and lawful attorney-in-fact to act for him or her in any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file each of the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents
and purposes, as he or she could do in person, hereby ratifying and confirming all that said attorneys-in-fact or substitutes, or any
of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of
the Securities Act of 1933, this registration statement has been signed by each of the following persons in the capacities and on the
dates indicated.
Signature |
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Title |
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Date |
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/s/ Mark See |
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Chief Executive Officer and Director |
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June 14, 2023 |
Mark See |
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(Principal Executive Officer) |
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/s/ Bradley E. Sparks |
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Chief Financial Officer and Director |
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June 14, 2023 |
Bradley E. Sparks |
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(Principal Financial and Accounting Officer) |
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/s/ Donald Beckham |
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Director |
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June 14, 2023 |
Donald Beckham |
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/s/ Michael H. Price |
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Director |
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June 14, 2023 |
Michael H. Price |
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EXHIBIT INDEX
Exhibit |
No. Description of Exhibit |
_______________
* Filed herewith.
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