Purebase Corp. Files 8-K: Material Agreement, Equity Sales

TL;DR

Purebase Corp. filed an 8-K on 9/24/25 for a material agreement and equity sales.

AI Summary

Purebase Corp. entered into a Material Definitive Agreement on September 24, 2025. The company also reported on Unregistered Sales of Equity Securities and filed Financial Statements and Exhibits. The filing was made on October 14, 2025.

Why It Matters

This 8-K filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial standing and future operations.

Risk Assessment

Risk Level: medium — Material definitive agreements and unregistered equity sales can introduce financial and operational risks that require careful monitoring.

Key Players & Entities

• Purebase Corp. (company) — Registrant
• September 24, 2025 (date) — Date of Earliest Event Reported
• October 14, 2025 (date) — Filing Date

FAQ

Key Financial Figures

• $123,050 — (the "Note") in the principal amount of $123,050 (including $16,050 of original issue di
• $16,050 — principal amount of $123,050 (including $16,050 of original issue discount) and receive
• $100,000 — l issue discount) and received funds of $100,000 after legal fees of $2,500 and a due di
• $2,500 — d funds of $100,000 after legal fees of $2,500 and a due diligence fee of $4,500. Upon
• $4,500 — es of $2,500 and a due diligence fee of $4,500. Upon an event of default the Note is c
• $68,908 — tures on July 30, 2026. Under the Note, $68,908 is payable on March 30, 2026 and $17,22
• $17,227 — 68,908 is payable on March 30, 2026 and $17,227 is payable on each of March 30, 2026, A

Filing Documents

• form8-k.htm (8-K) — 37KB
• ex10-1.htm (EX-10.1) — 74KB
• ex10-2.htm (EX-10.2) — 90KB
• 0001493152-25-017965.txt ( ) — 396KB
• pubc-20250924.xsd (EX-101.SCH) — 3KB
• pubc-20250924_lab.xml (EX-101.LAB) — 33KB
• pubc-20250924_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On September 24, 2025, Purebase Corporation, a Nevada corporation (the "Company"), entered into a securities purchase agreement with Vanquish Funding Group Inc., a Virgina corporation ("Vanquish"), pursuant to which the Company issued to Vanquish a promissory note (the "Note") in the principal amount of $123,050 (including $16,050 of original issue discount) and received funds of $100,000 after legal fees of $2,500 and a due diligence fee of $4,500. Upon an event of default the Note is convertible into shares of common stock of the Company ("Conversion Shares"), subject to a 4.99% beneficial ownership limitation, at a 35% discount to the share price of the common stock. The Note bears interest at 12% which interest rate increases to 22% if not timely paid. The Note matures on July 30, 2026. Under the Note, $68,908 is payable on March 30, 2026 and $17,227 is payable on each of March 30, 2026, April 30, 2026, May 30, 2026, June 30, 2026 and July 30, 2026. The foregoing description of the Securities Purchase Agreement and Note is qualified in its entirety by reference to the full text of such documents, copies of which are attached to this report as Exhibits 10.1, and 10.2, respectively, and are incorporated herein by reference.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. When issued in accordance with the Note, the Conversion Shares will be exempt from registration under Section 4(a)(2) as promulgated by the SEC under of the Securities Act, as transactions by an issuer not involving a public offering. Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Securities Purchase Agreement, dated September 24, 2025, between the Company and Vanquish Funding Group Inc. 10.2 $123,050 Promissory Note, issued September 24, 2025 to Vanquish Funding Group Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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 hereunto duly authorized. PUREBASE CORPORATION Dated: October 14, 2025 By: /s/ A. Scott Dockter A. Scott Dockter Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR