Purebase Corp 8-K

What Happened

• Purebase Corporation (PUBC) filed an 8-K reporting that on May 8, 2026 it issued a total of 72,837,839 shares of common stock to CoreTer, LLC, a related party owned and managed by A. Scott Dockter (the Company’s CEO).
• The issuance comprised 50,311,184 shares issued in connection with conversion of an aggregate $1,013,870.97 loan under a convertible promissory note dated February 27, 2026 (related to a line-of-credit disclosed in the Company’s March 2, 2026 Form 8-K), plus 22,526,655 shares issued as reimbursement for about $453,957 of operating expenses paid by CoreTer on Purebase’s behalf.
• The company stated the share issuances were exempt from registration under Section 4(a)(2) of the Securities Act (transactions by an issuer not involving a public offering).

Key Details

• Issuance date: May 8, 2026.
• Total shares issued: 72,837,839 (50,311,184 + 22,526,655).
• Cash/obligation amounts: $1,013,870.97 (loan conversion) and ≈ $453,957 (expense reimbursement).
• Counterparty: CoreTer, LLC — owned and managed by A. Scott Dockter, Purebase’s CEO; transaction is a related‑party issuance.

Why It Matters

• This filing documents a significant issuance of unregistered shares to a related party, which increases the company’s outstanding share count and can dilute existing shareholders’ ownership percentages.
• The shares were issued in lieu of cash (debt conversion and expense reimbursement) and were executed under a convertible note/line-of-credit previously disclosed by the company.
• Retail investors should note the related-party nature of the transaction (CEO-affiliated entity) and review Purebase’s current outstanding shares and prior filings (including the March 2, 2026 Form 8-K) to assess impact on ownership and capitalization.