Chilean Cobalt Corp SEC Filings

Chilean Cobalt Corp. reported that on December 31, 2025, all of its 2,407,785 issued and outstanding shares of Series B Convertible Preferred Stock automatically converted into common stock under existing certificate provisions. This auto-conversion increased the company’s common stock issued and outstanding to 56,409,930 shares and reduced the Series B preferred outstanding to zero.

After this conversion, former preferred holders no longer have the special rights tied to the Series B preferred, including anti-dilution protections and priority or more favorable conversion terms. They now only hold the same rights as other common stockholders, meaning the company’s equity structure is simplified into common stock without this preferred class.

Chilean Cobalt Corp. announced a private investment in public equity (PIPE), selling 6,000,000 shares of its equity securities for $3,000,000 in gross proceeds to two investors. The buyers are a wholly owned subsidiary of Glencore plc, together with its subsidiaries, and Madesal SpA, together with its subsidiaries.

The company expects to use the net proceeds, after placement agent expenses and fees, to fund exploration work, continue consolidating its project district, advance environmental, social and governance (ESG) diligence, and for general corporate and working capital purposes.

Chilean Cobalt Corp. reported a new private equity financing. On November 25 and 27, 2025, the company entered into stock purchase agreements with investors for a PIPE transaction, selling an aggregate of 6,000,000 shares of common stock at $0.50 per share, for total gross proceeds of $3,000,000. The shares were issued in reliance on exemptions from registration under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D.

The company also signed a placement agent agreement with DA Davidson, which entitles the agent to a fee equal to 7% of the gross proceeds from the PIPE and reimbursement of up to $100,000 for legal fees related to closing the equity sales. Detailed terms of the placement agent agreement and the securities purchase agreements are provided in the attached forms as exhibits.

Chilean Cobalt Corp. (COBA) reported another loss-making quarter with no revenue as it advances early-stage cobalt-copper projects in Chile. For the three months ended September 30, 2025, the company posted a net loss of $2,287,316 versus $192,968 a year earlier, driven largely by a $1,881,082 impairment of newly acquired mining concessions. For the nine-month period, the net loss widened to $2,932,125 from $666,278.

Cash fell to $189,157 as of September 30, 2025, with total assets of $337,454 and stockholders’ equity of $313,212, underscoring tight liquidity. Management discloses substantial doubt about the company’s ability to continue as a going concern and expects to rely on additional equity and debt financing to fund exploration and development. During the period, COBA raised $830,945 through issuances of Series B preferred stock and issued 4,500,000 common shares valued at $1,890,000 for an acquisition that was subsequently fully impaired.

Chilean Cobalt Corp. notified the SEC that it will file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 after the deadline, relying on Rule 12b-25, which allows up to five extra calendar days for a quarterly filing. The company says the delay stems from needing additional time to obtain and compile information for the report and states the filing will be made as soon as practicable.

The company also discloses that net loss for the three- and nine-month periods ended September 30, 2025 increased by $2,094,348 and $2,265,847, respectively, compared with the same periods in 2024. This larger loss is mainly due to a $1,881,082 impairment charge on mining concessions acquired via a non-cash equity issuance on September 12, 2025, reflecting concerns about the reliability and availability of independent valuations for these assets.

Sativus Tech Corp. (COBA) filed a Form 12b-25, notifying a late filing of its Quarterly Report on Form 10-Q for the period ended September 30, 2025. The company cites unforeseen events that made completing the report without unreasonable effort and expense impractical. The notification was signed by Chief Executive Officer Michael Oster on November 14, 2025.

Chilean Cobalt Corp. (COBA) reported it entered a Deed of Undertaking with a wholly owned subsidiary of Glencore plc, granting Glencore an irrevocable and exclusive right of first and last refusal to purchase up to 100% of cobalt and/or copper products and other materials derived from the La Cobaltera and El Cofre projects in northern Chile, for the life of mine.

Actual purchases would occur under future offtake contracts between the parties. Pricing is expected to be mutually agreed no later than three months before deliveries and based on a premium or discount to a prevailing benchmark, such as the Fastmarkets cobalt price index. The company also furnished a press release as Exhibit 99.1.