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): ~~September~~February 2427, ~~2025~~ 2026

PUREBASE CORPORATION

(Exact name of registrant as specified in its charter)

Nevada

000-55517

27-2060863

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

14110 Ridge Road

Sutter Creek, California 95685

(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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of exchange on which registered
None		N/A		N/A

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 1.01 Entry into a Material Definitive Agreement.

On ~~September~~February 2427, ~~2025~~2026, Purebase Corporation, a Nevada corporation (the “Company”), entered into a ~~securities~~line ~~purchase~~of credit agreement ~~with~~ ~~Vanquish Funding Group Inc., a Virgina corporation~~ (~~“Vanquish”), pursuant to which~~ the ~~Company issued to Vanquish a~~ ~~promissory note (the~~ “~~Note”)~~Line ~~in the principal amount~~ of ~~$123,050~~Credit ~~(including $16,050 of original issue discount~~Agreement”) ~~and~~with ~~received funds of $100~~CorTer,~~000~~ ~~after legal fees of $2~~LLC,~~500~~ ~~and~~ a ~~due~~Nevada ~~diligence~~limited ~~fee~~liability ofcompany ~~$4,500.~~(“CoreTer”) ~~Upon~~which ~~an event of default the Note~~ is ~~convertible~~owned ~~into~~and ~~shares~~managed ofby ~~common~~A. ~~stock~~Scott ofDockter, the Company’s ~~(“Conversion~~Chief ~~Shares”)~~Executive Officer, ~~subject~~under towhich aCoreTer ~~4.99%~~agreed ~~beneficial~~to ~~ownership~~make ~~limitation,~~an atunsecured aloan ~~35% discount~~ to the Company ~~share price~~ of ~~the~~up ~~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,~~ $681,~~908 is payable on March 30~~000,000 ~~2026~~until ~~and~~February ~~$17~~27,~~227~~ is2027. ~~payable~~Any onloan ~~each~~amounts ofmay ~~March~~be ~~30,~~prepaid ~~2026, April~~by ~~30,~~the ~~2026,~~Company ~~May~~without ~~30,~~interest ~~2026,~~or ~~June 30, 2026 and July 30, 2026~~penalty.

~~The~~On ~~foregoing~~February ~~description~~27, 2026, the Company also issued an unsecured promissory note to CoreTer, in the principal amount of the ~~Securities~~lesser ~~Purchase~~of (i) $1,000,000,00 and (ii) the aggregate unpaid principal amount of all loans made pursuant to the Line of Credit Agreement, together with all accrued interest thereon. The Note bears interest at the rate of 8% per annum and matures on February 27, 2027. The holder of the Note ishas ~~qualified~~the right into ~~its~~convert ~~entirety~~any byoutstanding ~~reference~~principal and interest under the Note into shares of common stock of the Company (the “Conversion Shares”) at a conversion price equal to the ~~full~~weighted ~~text~~average closing price of ~~such~~the Company’s common stock for the twenty trading ~~documents,~~days ~~copies~~prior to the conversion of ~~which~~the ~~are~~Note. ~~attached~~The number of Conversion Shares to ~~this~~which ~~report~~the holder may be entitled is subject to adjustments as ~~Exhibits~~a ~~10.1~~result of stock dividends, ~~and~~divisions, ~~10.2~~splits, ~~respectively~~combinations, reclassifications or certain corporate actions, as described in the Note. Upon the occurrence of an event of default as described in the Note, any outstanding principal amount and ~~are~~accrued ~~incorporated~~interest ~~herein~~thereon will bybecome ~~reference~~immediately due and payable.

The foregoing description of the Line of Credit Agreement and the Note are qualified in their entirety by reference to the full text of the Line of Credit Agreement and the Note, copies are which are attached to this report as Exhibit 10.1 and 4.1, respectively and are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Reference is made to the disclosure set forth under Item 1.01 above, which disclosure is incorporated herein by reference.

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.
4.1		8% Convertible Promissory Note issued to CoreTer, LLC, dated February 27, 2026
10.2		$123,050 Promissory Note, issued September 24, 2025 to Vanquish Funding Group Inc.
10.1		Line of Credit Agreement, dated February 27, 2026, between the Company and CoreTer, LLC
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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
Dated: March 2, 2026	By:	/s/ A. Scott Dockter
		A. Scott Dockter
		Chief Executive Officer

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