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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): February 27, 2026
PUREBASE
CORPORATION
(Exact
name of registrant as specified in its charter)
| Nevada
|
|
000-55517
|
|
27-2060863
|
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
14110
Ridge Road
Sutter
Creek, California 95685
(Address
of principal executive offices)
(209)
274-9143
(Registrant’s
telephone number, including area code)
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)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of exchange on which registered |
| None |
|
N/A |
|
N/A |
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
1.01 Entry into a Material Definitive Agreement.
On
February 27, 2026, Purebase Corporation, a Nevada corporation (the “Company”) entered into a line of credit agreement (the
“Line of Credit Agreement”) with CorTer, LLC, a Nevada limited liability company (“CoreTer”) which is owned and
managed by A. Scott Dockter, the Company’s Chief Executive Officer, under which CoreTer agreed to make an unsecured loan to the
Company of up to $1,000,000 until February 27, 2027. Any loan amounts may be prepaid by the Company without interest or penalty.
On
February 27, 2026, the Company also issued an unsecured promissory note to CoreTer, in the principal amount of the lesser of (i) $1,000,000,00
and (ii) the aggregate unpaid principal amount of all loans made pursuant to the Line of Credit Agreement, together with all accrued
interest thereon. The Note bears interest at the rate of 8% per annum and matures on February 27, 2027. The holder of the Note has the
right to convert any outstanding principal and interest under the Note into shares of common stock of the Company (the “Conversion
Shares”) at a conversion price equal to the weighted average closing price of the Company’s common stock for the twenty trading
days prior to the conversion of the Note. The number of Conversion Shares to which the holder may be entitled is subject to adjustments
as a result of stock dividends, divisions, splits, combinations, reclassifications or certain corporate actions, as described in the
Note. Upon the occurrence of an event of default as described in the Note, any outstanding principal amount and accrued interest thereon
will become immediately due and payable.
The
foregoing description of the Line of Credit Agreement and the Note are qualified in their entirety by reference to the full text of the
Line of Credit Agreement and the Note, copies are which are attached to this report as Exhibit 10.1 and 4.1, respectively and are 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
Reference
is made to the disclosure set forth under Item 1.01 above, which disclosure is incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
When
issued in accordance with the Note, the Conversion Shares will be exempt from registration under Section 4(a)(2) as promulgated by the
SEC under of the Securities Act, as transactions by an issuer not involving a public offering.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 4.1 |
|
8% Convertible Promissory Note issued to CoreTer, LLC, dated February 27, 2026 |
| |
|
|
10.1
|
|
Line of Credit Agreement, dated February 27, 2026, between the Company and CoreTer, LLC
|
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| |
PUREBASE
CORPORATION |
| |
|
|
| Dated:
March 2, 2026 |
By:
|
/s/
A. Scott Dockter |
| |
|
A.
Scott Dockter |
| |
|
Chief
Executive Officer |
