Purebase Corporation (PUBC) delays Form 10-Q; estimates $105K net loss improvement

Rhea-AI Filing Summary

Purebase Corporation notified the SEC that it cannot timely file its Quarterly Report on Form 10-Q for the quarter ended February 28, 2026 by the prescribed due date of April 14, 2026 because it needs additional time to finalize certain disclosures. The company estimates net loss will decrease by approximately $105,000. It estimates operating expenses will decrease by approximately $187,000—including a $91,000 decrease in wages and related expenses and a $72,000 decrease in professional fees. The company expects other expenses to increase by approximately $82,000, primarily from a $112,000 increase in interest expense due to debt discount expense, partially offset by a $30,000 decrease in related‑party interest expense.

Insights

Corporate Finance Analyst

Late 10-Q notification with modest operating and interest variances.

The filing is a Rule 12b-25 notice stating the company cannot meet the April 14, 2026 filing deadline for the Form 10-Q for the quarter ended February 28, 2026 because additional time is needed to finalize disclosures. The company provides quantified estimates for near-term P&L line items.

Key drivers disclosed include an estimated $187,000 reduction in operating expenses and an estimated $112,000 increase in interest expense tied to debt discount treatment. These are relatively small dollar amounts; the ultimate impact depends on final audited figures in the delayed Form 10-Q and the company’s total revenue and expense base.

Accounting & Disclosure Specialist

Notice flags disclosure finalization and interest accounting effects.

The company cites the need for additional time to finalize disclosures—this often involves accounting clarifications, reconciliations, or footnote drafting. The mention of debt discount expense suggests non-cash interest recognition or debt modification accounting is affecting interest expense.

Watch for the filed Form 10-Q to confirm the final amounts, the treatment of the debt discount, and whether any subsequent adjustments change previously reported results or liquidity metrics.

Key Figures

Quarter end: February 28, 2026 Prescribed due date: April 14, 2026 Estimated net loss change: $105,000 decrease +6 more

9 metrics

Quarter end February 28, 2026 Quarter ended for the delayed Form 10-Q

Prescribed due date April 14, 2026 Required filing date for the Form 10-Q

Estimated net loss change $105,000 decrease Estimated change for the quarter ended February 28, 2026

Estimated operating expenses change $187,000 decrease Estimated reduction primarily from wages and professional fees

Wages and related expenses $91,000 decrease Component of operating expense reduction

Professional fees $72,000 decrease Component of operating expense reduction

Other expenses change $82,000 increase Estimated increase primarily from interest expense adjustments

Interest expense (debt discount) $112,000 increase Estimated increase due to debt discount expense

Interest expense (related parties) $30,000 decrease Estimated decrease in related-party interest expense

Key Terms

Rule 12b-25, debt discount expense, Form 10-Q

3 terms

Rule 12b-25 regulatory

"The Registrant is unable to file its Quarterly Report on Form 10-Q ... by the prescribed date"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

debt discount expense financial

"increase in interest expense from debt discount expense offset by an estimated $30,000 decrease"

Form 10-Q regulatory

"The Registrant is unable to file its Quarterly Report on Form 10-Q for the three months ended February 28, 2026"

A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.

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: February 28, 2026

☐ 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.

The Registrant is unable to file its Quarterly Report on Form 10-Q for the three months ended February 28, 2026 (the “Report”) by the prescribed date of April 14, 2026 without unreasonable effort or expense because the Registrant needs additional time to finalize certain disclosures 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 decrease by approximately $105,000. It is estimated that operating expenses will decrease by approximately $187,000, primarily due to an approximately $91,000 decrease in wages and related expenses and an approximately $72,000 decrease in professional fees. It is estimated that other expenses will increase by approximately $82,000, primarily due to an estimated $112,000 increase in interest expense from debt discount expense offset by an estimated $30,000 decrease in interest expense related parties.

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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 April 15, 2026 By /s/ Stephen Gillings

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FAQ

Why did PUBC file a Rule 12b-25 notice?

The company filed the notice because it cannot complete its Form 10-Q for the quarter ended February 28, 2026 by the prescribed due date of April 14, 2026, needing extra time to finalize certain disclosures.

How will PUBC's reported net loss change in the delayed 10-Q?

Purebase estimates net loss will decrease by approximately $105,000 for the quarter ended February 28, 2026; final reported amounts will appear in the completed Form 10-Q.

What operating expense changes does PUBC expect?

The company estimates operating expenses will decrease by about $187,000, driven by a $91,000 drop in wages and related expenses and a $72,000 drop in professional fees.

Why are other expenses increasing for PUBC?

Other expenses are estimated to increase by approximately $82,000, mainly from a $112,000 increase in interest expense related to debt discount expense, partially offset by a $30,000 decrease in related‑party interest expense.