Purebase (PUBC) delays 2025 10-K, sees ~$800K wider net loss — CFO signs notice

Rhea-AI Filing Summary

Purebase Corporation notified the SEC that it will not file its Annual Report on Form 10-K for the fiscal year ended November 30, 2025 by the prescribed due date of February 28, 2026 because it requires additional resources to provide auditors with information and therefore cannot file without "unreasonable effort or expense."

The company estimates a net loss increase of approximately $800,000, with operating expenses up about $87,000 and other expenses up about $700,000, including an estimated $315,000 increase in interest expense from debt discount expense and an estimated $390,000 increase in loss on disposal of assets. The notification was signed by Chief Financial Officer Stephen Gillings on March 2, 2026.

Insights

Financial Reporting Specialist

Late 10-K filing due to auditor information gaps; preliminary impact quantified.

The filing states that additional resources were required to supply auditors with information, preventing a timely Form 10-K submission for the year ended November 30, 2025. The company invoked Rule 12b-25 relief and certified inability to file without "unreasonable effort or expense."

Purebase provides quantified preliminary impacts: a projected $800,000 increase in net loss, ~$87,000 higher operating expenses, and ~$700,000 higher other expenses (including ~$315,000 more interest expense and ~$390,000 higher loss on disposal of assets). Subsequent filings will be needed to confirm these amounts and any related footnote disclosures.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check one):	☒ Form 10-K	☐ Form 20-F	☐ Form 11-K
	☐ Form 10-Q	☐ Form 10-D	☐ Form N-CEN	☐ Form N-CSR

For Period Ended: 11/30/2025

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

For the Transition Period Ended:_____________________________________________

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this Form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

PUREBASE CORPORATION

Full Name of Registrant

Former Name if Applicable

14110 Ridge Road

Address of Principal Executive Office (Street and Number)

Sutter Creek, CA 95685

City, State and Zip Code

SEC 1344 (06-19) Potential persons who are to respond to the collection of information contained in this Form are not required to respond unless the Form displays a currently valid OMB control number.

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

	(a)	The reason described in reasonable detail in Part III of this Form could not be eliminated without unreasonable effort or expense;
	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Purebase Corporation (the “Company”) is unable to file its Annual Report on Form 10-K for the fiscal year ended November 30, 2025 (the “Report”) by the prescribed date of February 28, 2026 without unreasonable effort or expense because the Company required additional resources in order to provide its auditors with information to be included in the Report.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Stephen Gillings		(949)		378-4526
(Name)		(Area Code)		(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No

(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☒ Yes ☐ No
	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
	It is estimated that net loss will increase by approximately $800,000. It is estimated that operating expenses will increase by approximately $87,000. It is estimated that other expenses will increase by approximately $700,000, primarily due to an estimated $315,000 increase in interest expense from debt discount expense and an estimated $390,000 increase in loss on disposal of assets.

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Purebase Corporation

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date March 2, 2026	By	/s/ Stephen Gillings
		Chief Financial Officer

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FAQ

Why did Purebase (PUBC) file a Form 12b-25 for its 2025 10-K?

Purebase delayed its 2025 Form 10-K because it needed additional resources to provide auditors with information, making timely filing an "unreasonable effort or expense." The notice invokes Rule 12b-25 and was signed on March 2, 2026.

How much worse is Purebase's net loss expected to be for fiscal 2025?

Estimated net loss is expected to increase by approximately $800,000. The company included this quantitative projection in its Rule 12b-25 notification as a preliminary estimate tied to the delayed 10-K.

What expense items drove Purebase's estimated increase in losses?

Other expenses are projected to rise by about $700,000, including an estimated $315,000 increase in interest expense from debt discount and an estimated $390,000 increase in loss on disposal of assets.

Will Purebase still file the Form 10-K after this notification?

The company indicated it could not file by the prescribed date due to auditor information needs. Rule 12b-25 relief allows a short additional period; the notification does not specify the exact refile date.

Who signed Purebase's Form 12b-25 and when was it signed?

Stephen Gillings, Chief Financial Officer, signed the Rule 12b-25 notification on March 2, 2026, certifying the reasons for the delayed 10-K filing.