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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) ~~June~~May 1220, ~~2024~~2025

Laredo Oil, Inc.

(Exact Name of Registrant as Specified in Charter)

333-153168

(Commission File Number)

Delaware		26-2435874
(State or Other Jurisdiction of Incorporation)		(IRS Employer Identification No.)

2021 Guadalupe Street, Ste. 260

Austin, Texas

78705

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code

(512) 337-1199

Not Applicable

(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 (see General Instruction A.2. below):

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of exchange on which registered

None

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 ☐

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. ☐

Item 41.01. ~~Changes~~Entry tointo ~~Registrant’s~~a ~~Certifying~~Material ~~Accountant~~Definitive Agreement.

~~On June 12, 2024,~~ Laredo Oil, Inc., ~~a Delaware corporation~~ (the “Company”) ~~engaged~~has entered ~~M&K~~into ~~CPAS,~~a ~~PLLC~~Note ~~(“M&K”)~~and asWarrant ~~its~~Purchase ~~new independent accountants~~Agreement, ~~replacing~~dated ~~BF Borgers CPA PC, who had been suspended from appearing or practicing before the SEC on~~ May 920, ~~2024. During~~2025 (the ~~two~~“Purchase ~~most recent fiscal years and through June 12~~Agreement”), ~~2024, the Company has not consulted~~ with ~~M&K~~several ~~regarding~~accredited investors ~~either~~ (i) the ~~application~~“Purchasers”). ofPursuant ~~accounting principles~~ to athe ~~specific~~Purchase ~~completed~~Agreement, ~~or contemplated transaction; or~~ the ~~type~~Purchasers ofpurchased ~~audit~~Subordinated ~~opinion~~Promissory ~~that~~Notes (the ~~might~~“Notes”) bein ~~rendered~~the ontotal ~~the~~principal ~~Company's~~amount ~~financial~~of ~~statements~~$825,000, and ~~neither~~warrants ~~a written report nor oral advice was provided~~ to ~~the~~purchase ~~Company~~825,000 ~~that~~shares ~~was~~of ~~an important factor considered by~~ the Company’s common instock ~~reaching a decision as to~~ (the ~~accounting, auditing or financial reporting issue; or (ii~~“Warrants”) ~~any~~for ~~matter that was~~ the ~~subject~~purchase ofprice ~~a disagreement or event identified in Item 304(a)(1)(iv)~~ of ~~Regulation~~$0.43 ~~S-B~~per Share.

2 The Purchase Agreement was amended by an Amendment to Note and Warrant Purchase Agreement, dated June 4, 2025 (the “Amendment”). Pursuant to the Amendment, the Purchasers may now purchase Notes in the total principal amount of up to $1,500,000, and Warrants to purchase 825,000 shares of the Company’s common stock for the purchase price of $0.43 per Share, or a total of $354,750.

~~SIGNATURES~~The Notes and Warrants are subject to restrictions on the sale or other transfer pursuant to Rule 144 promulgated under the Securities Act of 1933.

~~Pursuant~~The toforegoing ~~the~~is ~~requirements~~a description of the material terms and conditions of the ~~Securities~~Purchase ~~Exchange~~Agreement ~~Act~~and is not a complete discussion of ~~1934~~the Purchase Agreement. Accordingly, the ~~registrant~~foregoing ~~has~~is ~~duly~~qualified in ~~caused~~its ~~this~~entirety ~~report~~by reference to bethe ~~signed~~full ontext ~~its~~of ~~behalf~~the byPurchase ~~the~~Agreement, ~~undersigned~~a ~~hereunto~~copy of which is attached as Exhibit 10.1 to this Report, and ~~duly~~is ~~authorized~~incorporated herein by reference.

	LAREDO OIL, INC.
Date: June 17, 2024	By:	/s/ Bradley E. Sparks
		Bradley E. Sparks
		Chief Financial Officer and Treasurer

Item 9.01 Financial Statements and Exhibits.

3(d) Exhibits

Exhibit 10.1*	Note and Warrant Purchase Agreement.

Exhibit 10.2*	Amendment to Note and Warrant Purchase Agreement.

Exhibit 104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	In accordance with Item 601(b)(10) of Regulation S-K, certain provisions or terms of the Agreement have been redacted. The Company will provide an unredacted copy of the exhibit on a supplemental basis to the SEC or its staff upon request.

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.

Date: June 17, 2025	By:	/s/ Bradley E. Sparks
		Bradley E. Sparks
		Chief Financial Officer and Treasurer

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 10.1*	Note and Warrant Purchase Agreement.

Exhibit 10.2*	Amendment to Note and Warrant Purchase Agreement.

Exhibit 104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	In accordance with Item 601(b)(10) of Regulation S-K, certain provisions or terms of the Agreement have been redacted. The Company will provide an unredacted copy of the exhibit on a supplemental basis to the SEC or its staff upon request.

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