[8-K] Purebase Corp Reports Material Event

Rhea-AI Filing Summary

Purebase Corporation (PUBC) entered a securities purchase agreement and issued a $123,050 promissory note to Vanquish Funding Group on September 24, 2025. The note includes a $16,050 original issue discount, and the company received $100,000 in cash after a $2,500 legal fee and a $4,500 due diligence fee.

The note bears 12% interest, increasing to 22% if not timely paid, and matures on July 30, 2026. Upon an event of default, it becomes convertible into common stock at a 35% discount, subject to a 4.99% beneficial ownership limit. Scheduled payments include $68,908 due March 30, 2026 and $17,227 due on each of March 30, 2026; April 30, 2026; May 30, 2026; June 30, 2026; and July 30, 2026.

The conversion shares, if issued, are intended to be exempt from registration under Section 4(a)(2) as transactions by an issuer not involving a public offering.

Insights

Credit & microcap financing analyst

Small cash infusion with high-rate note and default-only convert.

Purebase raised liquidity via a promissory note with $123,050 principal, including a $16,050 OID, yielding $100,000 cash to the company after fees. The coupon is 12%, stepping to 22% if not timely paid, which reflects higher-cost capital typical for microcaps.

Conversion to equity is only upon an event of default, at a 35% discount to the share price, with a 4.99% beneficial ownership cap. That structure limits any single holder’s stake while creating potential dilution if a default occurs.

Key dated obligations are $68,908 due on March 30, 2026 and $17,227 on each of March 30, 2026, April 30, 2026, May 30, 2026, June 30, 2026, and July 30, 2026, with final maturity on July 30, 2026. Actual equity issuance depends on default occurrence; the filing lists Section 4(a)(2) for any conversion shares.

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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): September 24, 2025

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 September 24, 2025, Purebase Corporation, a Nevada corporation (the “Company”), entered into a securities purchase agreement with Vanquish Funding Group Inc., a Virgina corporation (“Vanquish”), pursuant to which the Company issued to Vanquish a promissory note (the “Note”) in the principal amount of $123,050 (including $16,050 of original issue discount) and received funds of $100,000 after legal fees of $2,500 and a due diligence fee of $4,500. Upon an event of default the Note is convertible into shares of common stock of the Company (“Conversion Shares”), subject to a 4.99% beneficial ownership limitation, at a 35% discount to the share price of the common stock. The Note bears interest at 12% which interest rate increases to 22% if not timely paid. The Note matures on July 30, 2026. Under the Note, $68,908 is payable on March 30, 2026 and $17,227 is payable on each of March 30, 2026, April 30, 2026, May 30, 2026, June 30, 2026 and July 30, 2026.

The foregoing description of the Securities Purchase Agreement and Note is qualified in its entirety by reference to the full text of such documents, copies of which are attached to this report as Exhibits 10.1, and 10.2, respectively, and are 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
10.1		Securities Purchase Agreement, dated September 24, 2025, between the Company and Vanquish Funding Group Inc.
10.2		$123,050 Promissory Note, issued September 24, 2025 to Vanquish Funding Group Inc.
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: October 14, 2025	By:	/s/ A. Scott Dockter
		A. Scott Dockter
		Chief Executive Officer

FAQ

What financing did Purebase (PUBC) enter on September 24, 2025?

The company issued a $123,050 promissory note to Vanquish Funding Group under a securities purchase agreement.

How much cash did Purebase (PUBC) receive from the note?

Purebase received $100,000 after a $2,500 legal fee and a $4,500 due diligence fee.

What are the interest terms on Purebase’s note?

The note bears 12% interest, which increases to 22% if not timely paid.

When does the Purebase (PUBC) note mature, and what are key payments?

It matures July 30, 2026. Payments include $68,908 due March 30, 2026 and $17,227 due on each of March 30, April 30, May 30, June 30, and July 30, 2026.

Under what conditions can the note convert to Purebase (PUBC) equity?

Upon an event of default, it converts at a 35% discount to the share price, subject to a 4.99% beneficial ownership limit.

Are the conversion shares registered?

The conversion shares, if issued, are intended to be exempt under Section 4(a)(2) as transactions by an issuer not involving a public offering.