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): May 23, 2022 (May 20, 2022)

DAYBREAK OIL AND GAS, INC.

(Exact Name of Registrant as Specified in its Charter)

Registrant's telephone number, including area code: (509) 232-7674

(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:

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

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.

¨

(a)

On May 20, 2022, Daybreak Oil and Gas, Inc. (OCT PINK:DBRM), a Washington corporation (“Daybreak” or the “Company”), held a Special Meeting of Shareholders,

(b)

At the Special Meeting, 51,054,229 of the Company’s 62,510,204 issued and outstanding shares of common stock entitled to vote, or approximately 82% as of the record date, March 22, 2022, were present or represented by proxy.

The proposals voted on at the Special Meeting are more fully described in the Proxy Statement on Schedule 14A filed by the Company with the Securities and Exchange Commission (the “Commission”) on April 21, 2022, which information is incorporated by reference herein. The final voting results on the proposals presented for stockholder approval at the Special Meeting were as follows:

Proposal No. 1: The shareholders APPROVED a proposal to approve an Equity Exchange as contemplated by the Equity Exchange Agreement dated October 20, 2021, and subsequently amended on February 22, 2022 (as amended, the “Exchange Agreement”) by and between Daybreak, Reabold California LLC, a California limited liability company (“Reabold”), and Gaelic Resources Ltd., a private company incorporated in the Isle of Man and the 100% owner of Reabold (“Gaelic”), pursuant to which the parties propose for a plan of share exchange whereby (i) Gaelic will irrevocably assign and transfer all of its ownership interests in Reabold to Daybreak, and (ii) Daybreak will issue 160,964,489 shares of its common stock to Gaelic (the “Exchange Shares”), which will result in Reabold becoming a wholly-owned subsidiary of Daybreak and Gaelic becoming the owner of Exchange Shares (the foregoing transaction, the “Equity Exchange”), on the terms and subject to the conditions set forth in the Exchange Agreement.

Proposal No. 2: The shareholders APPROVED a proposal to approve amending and restating the Company’s Amended and Restated Articles of Incorporation by adopting the Company’s Second Amended and Restated Articles of Incorporation to increase the number of total authorized shares of Daybreak Common Stock to 500,000,000 to provide enough shares to accomplish the transactions contemplated by the Equity Exchange and conducted in anticipation of the Equity Exchange, complete the sale of 125,000,000 shares of the Company’s common stock, par value, $0.001, for a purchase price of $0.02 per share, or $2,500,000 in the aggregate (the “Capital Raise”) as required by the Exchange Agreement, and have shares available for other potential future issuances; eliminate the designation of the Series A Convertible Preferred Stock; and allow a majority share vote to approve transactions where a higher vote is provided by the Washington Business Corporation Act.

Proposal 3: The shareholders ELECTED the following four (4) directors nominated by our Board of Directors to the Daybreak Board of Directors, to serve until the Company’s next Annual Meeting of Shareholders, or until their earlier, death, resignation, or removal:

Proposal 4: The shareholders APPROVED, on an advisory basis, the compensation of our Named Executive Officers, as disclosed in the proxy statement accompanying this notice;

Proposal 5: The shareholders APPROVED holding a stockholder advisory vote on the Company's executive compensation once every year;

Proposal 6: The shareholders RATIFIED our appointment of MaloneBailey, LLP as our independent registered public accountants for the fiscal year ending February 28, 2022; and

Proposal 7: The shareholders APPROVED a proposal to adjourn the special meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposals 1 and 2.

(d)

Daybreak will include an advisory vote on executive compensation in its proxy materials annually until the next required vote on the frequency of shareholder votes on the compensation of executives.

(d)       Exhibits.

*       Filed herewith.

[signature page follows]

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.

DAYBREAK OIL AND GAS, INC.

James F. Westmoreland, President and Chief Executive Officer

Date: May 23, 2022

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