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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 |
