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EX-3.1.4 - PUREBASE 8K, CERTIFICATE OF CHANGE OF ARTICLES OF INCORPORATION - PureBase Corppurebaseexh3_14.htm


 
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):  June 15, 2015
 

 
PUREBASE CORPORATION
(Exact Name of Registrant as Specified in Charter)
 
Nevada
 
333-188575
 
27-2060863
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
 
1670 Sierra Avenue, Suite 402
Yuba City, CA 95993
(Address of principal executive offices)

Registrant’s telephone number, including area code: (530) 676-7873
 



 
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 (see General Instruction A.2. below):
 
¨
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))
 
 
 
 
 

 
 
 
Item 5.03       Amendment to Articles of Incorporation
 
PureBase Corporation (the “Company”) filed a Certificate of Change with the Nevada Secretary of State amending its Articles of Incorporation effective as of June 15, 2015 to reflect a 2-for-1 stock split of the Company’s outstanding common stock. Stockholders will not receive additional share certificates, rather the Company’s transfer agent will make a book entry for the account of each stockholder of record on June 15, 2015 reflecting the post-split number of shares held by each such stockholder. As of June 15, 2015 the total shares of the Company’s common stock outstanding increased from 70,422,780 to 140,845,560. The Registrant’s authorized shares of common stock will remain unchanged at 520,000,000.  The Registrant’s authorized shares of preferred stock remained unchanged at 10,000,000.
 
The Stock Split was duly approved by the Company’s Board of Directors and by stockholders owning over 50% of the outstanding common stock.
 
Pursuant to the Certificate of Change, holders of the Company’s common stock will be deemed to hold two (2) post-split shares of common stock for every one (1) share of the Company’s common stock issued and outstanding held immediately prior to June 15, 2015.

Item 8.01       Other Events
 
Pursuant to the approval of the Financial Industry Regulatory Authority (“FINRA”) issued on June 15, 2015, at the opening of the market on June 17, 2015 the Company’s common stock will be listed on a split-adjusted basis. The common stock will trade under the symbol “PUBCD” for 20 business days after which the Company’s common stock will revert back to be listed under the symbol “PUBC”. The common stock will be listed under the new CUSIP number, 74624L203.
 
Item 9.01       Financial Statements and Exhibits
 
(d)       Exhibits
 
 
 
SIGNATURE
 
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.
 
 
Date: June 16, 2015    PUREBASE CORPORATION  
     
       
 
By:
/s/ Scott Dockter  
    Scott Dockter  
   
Chief Executive Officer