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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): May 8, 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)
991-2180
(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
3.02 Unregistered Sales of Equity Securities.
On
May 8, 2026, Purebase Corporation (the “Company”) issued 50,311,184 shares of its common stock to CoreTer, LLC, a Nevada
limited liability (“CoreTer”), for an aggregate loan by CoreTer of $1,013,870.97, under a convertible promissory note, dated
February 27, 2026, issued in connection with a line of credit agreement, as reported in the Company’s Current Report on Form 8-K,
filed with the SEC on March 2, 2026.
Also
on May 8, 2026, the Company issued an additional 22,526,655 shares of common stock to CoreTer as reimbursement for an aggregate of approximately
$453,957 of various operating expenses paid by CoreTer on the Company’s behalf.
The
issuance of all of the above-referenced shares are 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.
CoreTer
is owned and managed by A. Scott Dockter, the Company’s Chief Executive Officer.
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:
May 12, 2026 |
By:
|
/s/
A. Scott Dockter |
| |
|
A.
Scott Dockter |
| |
|
Chief
Executive Officer |
