Current Report Filing (8-k)
August 17 2021 - 4:20PM
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): August 10, 2021
PUREBASE
CORPORATION
(Exact
name of registrant as specified in 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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8625
State Hwy, 124
Ione,
CA 95640
(Address
of principal executive offices)
(855)
743-6478
(Registrant’s
telephone number, including area code)
N/A
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(Former
name or former address, if changed since last report)
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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:
☐
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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:
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 (§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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Effective August 10, 2021,
Dr. Kimberly Kurtis was appointed to serve on the Board of Directors of Purebase Corporation (the “Company”) as an independent
member.
Dr. Kurtis, age 49,
is an Associate Dean and a professor in the School of Civil and Environmental Engineering at Georgia Institute of Technology (“Georgia
Tech”). Dr. Kurtis joined Georgia Tech’s faculty in January 1999. Dr. Kurtis has served as Georgie Tech’s ADVANCE
Professor from 2012 to 2014, and she holds a courtesy appointment in the School of Materials Science and Engineering. Dr. Kurtis
earned a BSE in Civil Engineering in 1994 from Tulane University under a Dean’s Honor Scholarship, and she received
a M.S. in 1995 and PhD in 1998 in Civil Engineering from the University of California at Berkeley, where she was a Henry Hilp
Fellow and a National Science Foundation Fellow. Dr. Kurtis’s research on the multi-scale structure and performance of cement-based
materials has resulted in more than 200 technical publications and three U.S. patents.
Dr. Kurtis was selected as
a director for, among other things, her expertise in the development of supplementary cementitious materials.
The Company entered
into a twelve-month director agreement with Dr. Kurtis, effective August 13, 2021 (the “Agreement”), which will automatically
renew unless Dr. Kurtis gives 30 days prior notice of her desire not to renew the Agreement. Pursuant to the Agreement, Dr. Kurtis will
be paid $1,000 per month for serving as a director, which shall accrue as debt until the Company has its first cash flow positive month.
At the completion of the term of the Agreement or if Dr. Kurtis has been removed or resigned, any accrued amount
owed will be paid in shares of the Company’s common stock at the lower of $0.15 per share or the 20-day volume weighted average
price from the date of termination or resignation.
On August 13, 2021,
Dr. Kurtis was granted a five-year option to purchase 200,000 shares of the Company’s common stock at an exercise
price of $0.36 per share pursuant to an option agreement with the Company (the “Option Agreement”). Shares subject to
the option become exercisable one year from the date of grant.
There are no arrangements
or understandings between Dr. Kurtis and any other person pursuant to which she was appointed as a director of the Company. There
are no family relationships between Dr. Kurtis and any of the Company’s other officers or directors, or transactions
since January 1, 2021, or any currently proposed transaction, in which the Company is a participant, the amount involved exceeds
$120,000, and in which Dr. Kurtis had, or will have, a direct or indirect material interest, other than as described above.
The foregoing description
of the Agreement and the Option Agreement is qualified in its entirety by reference to the full text of the Agreement and the
Option Agreement, copies of which are attached hereto as Exhibit 10.15 and Exhibit 10.16, respectively, and are incorporated
herein in their entirety by reference.
Item
7.01 Regulation FD Disclosure.
On
August 13, 2021, the Company issued a press release announcing the appointment of Dr. Kurtis as a director. 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.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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 thereunto duly authorized.
Date:
August 17, 2021
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PUREBASE
CORPORATION
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By:
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/s/
A. Scott Dockter
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A.
Scott Dockter
Chief
Executive Officer
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