Current Report Filing (8-k)
March 23 2021 - 5:27PM
Edgar (US Regulatory)
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): March 17, 2021
PUREBASE
CORPORATION
(Exact
name of registrant as specified in its charter)
Nevada
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000-55517
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27-2060863
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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8631
State Hwy, 124
Ione,
CA 95640
(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 (see General Instruction A.2. below):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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None
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N/A
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N/A
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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
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Entry
into a Material Definitive Agreement.
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On
March 17, 2021, Purebase Corporation, a Nevada corporation (the “Company”), entered into a Securities Purchase Agreement
(“Purchase Agreement”) with US Mine Corp., a Nevada corporation (“USMC”), effective as of November 25,
2020, pursuant to which USMC may purchase up to $2,000,000 of the Company’s 5% Unsecured Convertible Promissory Notes (each,
a “Convertible Note” and, collectively, the “Convertible Notes”), in one or more closings. The Company
intends to use the proceeds from sale of Convertible Notes for working capital and general corporate purposes.
The
Convertible Notes will have a stated maturity date of two (2) years from the date of issuance. The Convertible Notes will bear
interest at a rate of 5% per annum, which is also payable on maturity. Amounts due under the Convertible Notes may be converted
into shares of the Company’s common stock, $0.001 par value per share (“Common Stock”), at any time at the option
of the holder, at a conversion price of $0.088 per share. The conversion price and number of shares of the Company’s Common
Stock issuable upon conversion of the Convertible Notes (“Conversion Shares”) will be subject to adjustment from time
to time for any subdivision or consolidation of the Company’s shares and other standard dilutive events.
A.
Scott Dockter, the principal executive officer and a director and shareholder of the Company, and John Bremer, a director and shareholder
of the Company, are also officers, directors and shareholders of USMC.
The
foregoing descriptions of the Purchase Agreement and the Convertible Note are qualified in their entirety by reference to the
full text of such documents, copies of which are attached to this Current Report on Form 8-K (“Report”) as Exhibit
10.1 and 4.1, respectively, which are incorporated herein by reference.
Item
2.03
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Creation
of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
of a Registrant.
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Reference
is made to the disclosure set forth under Item 1.01 above, which disclosure is incorporated herein by reference.
On
March 17, 2021, the Company issued a Convertible Note to USMC in the principal amount of $579,769.39, with a maturity date of March 17,
2023 (the “March 17th Note”).
Item
3.02
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Unregistered
Sales of Equity Securities.
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Reference
is made to the disclosure set forth under Item 1.01 and 2.03 above, which disclosure is incorporated herein by reference.
The
issuance of the March 17th Note was, and, upon conversion of the March 17th Note, the issuance of and Conversion Shares will be,
exempt from registration under Section 4(a)(2) and/or Rule 506(b) of Regulation D as promulgated by the Securities and Exchange
Commission (“SEC”) under of the Securities Act of 1933, as amended (the “Securities Act”), as transactions
by an issuer not involving any public offering.
Item
7.01.
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Regulation FD Disclosure.
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On
March 22, 2021, the Company issued a press release with respect to its entry into the Purchase Agreement with USMC. A copy of
the press release is filed as Exhibit 99.1 to this Report and incorporated herein by reference. The information in this Item 7.01
of this Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed
incorporated by reference in any of the Company’s filings under the Securities Act, or the Exchange Act, whether made before
or after the date hereof, except as shall be expressly set forth by specific reference to this Report in such filing.
Forward
Looking Statements
This
filing includes “forward-looking statements.” All statements other than statements of historical facts included or
incorporated herein may constitute forward-looking statements. Actual results could vary significantly from those expressed or
implied in such statements and are subject to a number of risks and uncertainties. Although the Company believes that the expectations
reflected in the forward-looking statements are reasonable, the Company can give no assurance that such expectations will prove
to be correct. The forward-looking statements involve risks and uncertainties that affect the Company’s operations, financial
performance, and other factors as discussed in the Company’s filings with the SEC. Among the factors that could cause results
to differ materially are those risks discussed in the periodic reports the Company files with the SEC, including the Company’s
Annual Report on Form 10-K for the fiscal year ended November 30, 2020, filed with the SEC on March 16, 2021. You are urged to
carefully review and consider the cautionary statements and other disclosures made in those filings, specifically those under
the heading “Risk Factors.” The Company does not undertake any duty to update any forward-looking statement except
as required by law.
Item
9.01
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Financial Statements and Exhibits.
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(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf
by the undersigned hereunto duly authorized.
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PUREBASE
CORPORATION
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Dated:
March 23, 2021
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By:
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/s/
A. Scott Dockter
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A.
Scott Dockter
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Chief
Executive Officer
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