Item 3.02 Unregistered Sales of Equity Securities.
In connection with Michael Fay's appointment as Chief Financial Officer of
Purebase Corporation (the "Company"), as further described in Item 5.02 below,
on January 21, 2021, the Company granted Mr. Fay 5-year stock options to
purchase 200,000 shares of the Company's common stock (the "Stock Options")
under the Company's 2017 Stock Option Plan (the "2017 Plan"). The Stock Options,
which are exercisable at a per share exercise price of $0.067, the closing sale
price of the Company's common stock on the OTC Market Group's OTCQB marketplace
("OTCQB") on the date of grant, will vest on the one-year anniversary of the
grant date.
The issuance of the Stock Options was exempt from registration under Section
4(a)(2) of the Securities Act as a transaction by an issuer not involving a
public offering.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 21, 2021, Michael Fay was appointed as the Company's Chief Financial
Officer, to serve in such office at the pleasure of the Company's board of
directors (the "Board"), and until his successor has been appointed by the
Board. Prior to Mr. Fay's appointment, A. Scott Dockter, the Company's Chief
Executive Officer and President, and a member of the Company's Board, had served
as interim Chief Financial Officer (since May 24, 2019). In connection with his
appointment as Chief Financial Officer, Mr. Fay also replaced Mr. Dockter as the
Company's Principal Financial and Accounting Officer for SEC reporting purposes.
Michael Fay, 62, has a background in all aspects of private and public
accounting. From March 2017 through December 2020, Mr. Fay served as Chief
Financial Officer at Hardesty LLC, a company that provides executive talent
solutions for growing companies. Prior to that, from January 2015 through April
2017, Mr. Fay was the Chief Financial Officer for Stalwart Power Inc., a company
in the business of clean energy integration. Earlier in his career, Mr. Fay was
employed as a Chief Financial Officer and Controller for a number of Silicon
Valley and San Francisco based companies. Mr. Fay earned a BS in Mathematics and
Computer Science in 1987 and an MS in Accounting in 1996, from California State
University Hayward.
Mr. Fay's appointment as the Company's Chief Financial Officer is for a term of
three years. His initial annual salary will be $144,000, to be reviewed on an
annual basis. In addition, the Company granted Mr. Fay the Stock Options under
the 2017 Plan, as further described in Item 3.02 above. Mr. Fay will receive
additional grants of 200,000 stock options each (the "Additional Stock Options")
on the first and second anniversaries of his appointment, which Additional Stock
Options will be exercisable at the closing sale prices of the Company's common
stock on the OTCQB on their dates of grant, and which will vest on the one-year
anniversaries of their dates of grant.
There are no arrangements or understandings between Mr. Fay and any other person
pursuant to which he was appointed as an officer of the Company. In addition,
there are no family relationships between Mr. Fay and any of the Company's other
officers or directors. Further, except as otherwise disclosed in this Current
Report on Form 8-K ("Report"), there are no transactions since the beginning of
the Company's 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. Fay had, or will have, a direct or indirect material interest.
Item 7.01 Regulation FD Disclosure.
On January 27, 2021, the Company issued a press release announcing the
appointment of Mr. Fay as the Company's Chief Financial Officer. A copy of the
press release is filed as Exhibit 99.1 to this Report and incorporated herein by
reference.
The 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 of 1933, as amended (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.
Cautionary Note Regarding Forward-Looking Statements
This Report 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description of Exhibit
99.1 Press Release, dated January 27, 2021
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