AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the Securities Exchange Act of
of Report (Date of earliest event reported): April 8,
name of registrant as specified in charter)
or other jurisdiction
State Hwy, 124
Ione, CA 95640
of principal executive offices)
telephone number, including area code)
name or former address, if changed since last report)
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:
communications pursuant to Rule 425 under the Securities Act (17
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
communications pursuant to Rule 13e-4 (c) under the Exchange Act
(17 CFR 240.13e-4(c))
registered pursuant to Section 12(b) of the Act:
of each class
of each exchange on which registered
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).
growth company [X]
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.
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
April 8, 2020, Calvin Lim resigned as a member of the Board of
Directors (the “Board”) of Purebase Corporation (the “Company”).
His resignation was not the result of any dispute or disagreement
with the Company or the Board on any matter relating to the
operations, policies or practices of the Company.
April 8, 2020, Mr. Jeffrey Joseph Guzy was appointed to serve on
the Board, filling the vacancy created by Mr. Lim’s resignation.
Mr. Guzy shall serve on the Board and shall hold office until the
next election of directors by shareholders and until his successor
is elected and qualified or until his earlier resignation or
Guzy was appointed as the chairman of the Audit Committee and the
Guzy, age 68, was selected as a director for his general business
management experience and experience serving on the board of
directors of public companies, along with his leadership skills and
entrepreneurial spirit, will aid the Company to succeed going
Company entered into a Director Agreement with Mr. Guzy effective
as of April 8, 2020 (the “Agreement”) for a term of twelve months
or until his removal or resignation. Pursuant to the Agreement, Mr.
Guzy shall receive $1,000 per month, which shall accrue as debt
until the Company has its first cash flow positive month. At that
time, the Company shall make arrangements to pay the accrued
monthly fee. If the term is completed or he has been removed or
resigned, then the amount owed shall be converted to shares of
common stock at the lower of $0.15 per share or the 20-day VWAP
from the last date Mr. Guzy was on the board.
Guzy was also granted 250,000 stock options with an exercise price
of $0.10 per share. The options are exercisable for five years. The
Agreement also contains customary confidentiality and non-compete
than as described above, there are no arrangements or
understandings between Mr. Guzy and any other person pursuant to
which he was appointed as a director of the Company. In addition,
there are no family relationships between Mr. Guzy and any of the
Company’s other officers or directors. Further, there are no
transactions since the beginning of our last fiscal year, or any
currently proposed transaction, in which the Company is a
participant, the amount involved exceeds $120,000, and in which Mr.
Guzy had, or will have, a direct or indirect material interest,
other than as described above.
foregoing description of the Agreement is qualified in its entirety
by reference to the full text of such agreement, a copy of which is
attached hereto as Exhibit 10.14 and incorporated herein in its
entirety by reference.
7.01 Regulation FD Disclosure.
April 8, 2020, the Company issued a press release with respect to
the appointment of Mr. Guzy to the Board. A copy of the press
release is filed as Exhibit 99.1 to this report and incorporated
herein by reference.
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.
Note Regarding Forward-Looking Statements
Current Report on Form 8-K includes information that may constitute
forward-looking statements. These forward-looking statements are
based on the Company’s current beliefs, assumptions and
expectations regarding future events, which in turn are based on
information currently available to the Company. By their nature,
forward-looking statements address matters that are subject to
risks and uncertainties. Forward looking statements include,
without limitation, statements relating to projected industry
growth rates, the Company’s current growth rates and the Company’s
present and future cash flow position. A variety of factors could
cause actual events and results, as well as the Company’s
expectations, to differ materially from those expressed in or
contemplated by the forward-looking statements. Risk factors
affecting the Company are discussed in detail in the Company’s
filings with the Securities and Exchange Commission. The Company
undertakes no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information,
future events or otherwise, except to the extent required by
applicable securities laws.
9.01 Financial Statements and Exhibits.
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.
April 8, 2020
A. Scott Dockter
PureBase (QB) (USOTC:PUBC)
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