Chilean Cobalt Corp. (COBA) adds 8-K and converts Series B preferred

Rhea-AI Filing Summary

Chilean Cobalt Corp. has filed a new prospectus supplement for the resale of up to 39,000,000 shares of its common stock by existing stockholders, updating an existing S-1 prospectus and prior supplements. The supplement also includes a current report describing that on December 31, 2025, all 2,407,785 issued and outstanding shares of Series B Convertible Preferred Stock automatically converted into common stock, increasing common stock issued and outstanding to 56,409,930 shares and reducing the Series B preferred balance to zero. Following this conversion, former Series B holders now only hold common stock and no longer have the special rights, preferences, or privileges previously attached to the preferred shares.

Insights

Capital structure & securities analyst

Resale registration is administrative, but Series B auto-conversion simplifies the capital structure.

The prospectus supplement keeps current the registration for the resale of up to 39,000,000 shares of common stock by selling stockholders. This type of resale registration typically affects trading liquidity for existing holders rather than directly altering the company’s cash position, since the filing describes shares being sold by current stockholders.

The attached report explains that on December 31, 2025 all 2,407,785 shares of Series B Convertible Preferred Stock automatically converted into common stock, bringing total common stock issued and outstanding to 56,409,930 shares and leaving no Series B preferred outstanding. As disclosed, the conversion eliminated the preferred holders’ special rights, including anti‑dilution protections and exchange preferences, so these investors now hold only the rights associated with common shares.

This change consolidates the equity base into a single listed class of common stock and removes a layer of senior securities with preferential terms. The long‑term effects on valuation or trading dynamics will depend on how common shareholders and former preferred holders respond, and on information provided in subsequent company filings.

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-268335

Prospectus Supplement No. 27

to Prospectus dated February 3, 2023

CHILEAN COBALT CORP.

39,000,000 Shares of Common Stock

$1.33 per Share

This prospectus supplement No. 27 amends and supplements the prospectus dated February 3, 2023, which forms a part of our Registration Statement on Form S-1 (Registration Statement No. 333-268335) (the “Registration Statement”) and prospectus supplement No. 1 filed on March 24, 2023, prospectus supplement No. 2 filed on May 8, 2023, prospectus supplement No. 3 filed on May 15, 2023, prospectus supplement No. 4 filed on July 6, 2023, prospectus supplement No. 5 filed on July 12, 2023, prospectus supplement No. 6 filed on August 14, 2023, prospectus supplement No. 7 filed on September 27, 2023, prospectus supplement No. 8 filed on November 9, 2023, prospectus supplement No. 9 filed on February 7, 2024, prospectus supplement No. 10 filed on April 1, 2024, prospectus supplement No. 11 filed on May 8, 2024, prospectus supplement No. 12 filed on May 20, 2024, prospectus supplement No. 13 filed on June 14, 2024, prospectus supplement No. 14 filed on August 19, 2024, prospectus supplement No. 15 filed on November 14, 2024, prospectus supplement No. 16 filed on January 3, 2025, prospectus supplement No. 17 filed on February 27, 2025, prospectus supplement No. 18 filed on April 2, 2025, prospectus supplement No. 19 filed on May 15, 2025, prospectus supplement No. 20 filed on July 24, 2025, prospectus supplement No. 21 filed on July 29, 2025, prospectus supplement No. 22 filed on August 14, 2025, prospectus supplement No. 23 filed on September 3, 2025, prospectus supplement No. 24 filed on September 15, 2025, prospectus supplement No. 25 filed on November 17, 2025 and prospectus supplement No. 26 filed on December 2, 2025 (collectively, the “Supplements”) relating to the resale of up to 39,000,000 shares of common stock of Chilean Cobalt Corp. (the “Company,” “C3,” “we,” “our” and “us”) by the selling stockholders named in the prospectus. The foregoing prospectus, the Supplements and this prospectus supplement No. 27 are collectively referred to as the “prospectus.” Please keep this prospectus supplement with your prospectus for future reference.

This prospectus supplement incorporates into the prospectus the attached Current Report on Form 8-K, filed with the Securities and Exchange Commission (“SEC”) on January 5, 2026.

This prospectus supplement is not complete without the prospectus, including any supplements and amendments thereto. This prospectus supplement should be read in conjunction with the prospectus which is to be delivered with this prospectus supplement. This prospectus supplement is qualified by reference to the prospectus, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the prospectus, including any supplements and amendments thereto.

Investing in our common stock should be considered speculative and involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” section of the prospectus to read about the risks you should consider before buying shares of our common stock.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Capitalized terms contained in this prospectus supplement have the same meanings as in the prospectus unless otherwise stated herein.

The date of this prospectus supplement is January 5, 2026

Index of SEC Filings

The following report listed below is filed as a part of this prospectus supplement No. 27.

Appendix No.		Description
Appendix 1		Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 5, 2026.

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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): December 31, 2025

CHILEAN COBALT CORP.

(Exact name of registrant as specified in its charter)

Nevada		333-268335		82-3590294
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

1199 Lancaster Ave, Suite 107

Berwyn, Pennsylvania 19312

(Address of principal executive offices)

(484) 580-8697

(Registrant’s telephone number, including area code)

Not Applicable

(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 obligations 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 each exchange on which registered
None.

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 3.03 Material Modification to Rights of Security Holders.

On December 31, 2025, based on the auto-conversion provisions of the Certificate of Amendment to Certificate of Designations of Preferences and Rights of Series B Convertible Preferred Stock (the “Amended Series B Certificate”, as previously referenced by Exhibit 3.2 of the Form 8-K filed on January 3, 2025 and again referenced herein), that were effective on December 31, 2025, all 2,407,785 issued and outstanding shares of Series B Convertible Stock were converted to the Company’s common stock, increasing the total of the Company’s common stock issued and outstanding to 56,409,930 shares and decreasing the Series B Convertible Stock issued and outstanding to 0 shares.

As a result of the conversion, holders of the preferred stock ceased to have any rights, preferences, or privileges associated with the preferred stock, including anti-dilution rights, and exchange preferences to issuances that are senior in debt structure or with more favorable conversion terms, and thereafter hold only the rights of holders of the Company’s common stock.

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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.

	CHILEAN COBALT CORP
Dated: January 5, 2026	By:	/s/ Duncan T. Blount
	Name:	Duncan T. Blount
	Title:	Chief Executive Officer

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FAQ

What does Chilean Cobalt Corp. (COBA) register in this prospectus supplement?

The prospectus supplement relates to the resale of up to 39,000,000 shares of common stock of Chilean Cobalt Corp. by selling stockholders named in the underlying prospectus.

Is Chilean Cobalt Corp. (COBA) issuing new shares or is this a resale by existing holders?

The disclosure states that the prospectus and its supplements relate to the resale of common stock by selling stockholders, indicating that it covers shares held by existing investors rather than a new primary issuance.

What change occurred to Chilean Cobalt Corp.’s Series B Convertible Preferred Stock?

On December 31, 2025, all 2,407,785 issued and outstanding shares of Series B Convertible Preferred Stock automatically converted into common stock under the Amended Series B Certificate provisions.

How many shares of Chilean Cobalt Corp. common stock are outstanding after the conversion?

After the automatic conversion on December 31, 2025, the company reports that common stock issued and outstanding increased to 56,409,930 shares.

What happened to the rights attached to Chilean Cobalt Corp.’s Series B preferred shares?

Following the conversion, holders of the Series B preferred stock ceased to have any rights, preferences, or privileges associated with that preferred class, including anti‑dilution rights and exchange preferences, and now have only the rights of common stockholders.

Why is this 8-K included with the Chilean Cobalt Corp. prospectus supplement?

The prospectus supplement states that it incorporates into the prospectus the attached Current Report on Form 8-K filed on January 5, 2026, so that the capital structure update from the Series B conversion is reflected in the offering materials.