Current Report Filing (8-k)
AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the Securities Exchange Act of
of Report (Date of earliest event reported): August 10,
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 ☒
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.
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
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
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.
7.01 Regulation FD Disclosure.
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.
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.
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.
August 17, 2021
A. Scott Dockter
PureBase (PK) (USOTC:PUBC)
Historical Stock Chart
From Jul 2022 to Aug 2022
PureBase (PK) (USOTC:PUBC)
Historical Stock Chart
From Aug 2021 to Aug 2022