Chilean Cobalt Corp. (COBA) wins approval for flexible reverse stock split

Rhea-AI Filing Summary

Chilean Cobalt Corp. filed a prospectus supplement updating its registration covering the resale of up to 39,000,000 shares of common stock at $1.33 per share by selling stockholders. The supplement also includes a corporate action approved by written consent.

Effective July 17, 2026, holders of 68.71% of the voting power of the common stock approved granting the board of directors discretionary authority to implement a reverse stock split of the issued and outstanding common stock in a range of 1-for-2 to 1-for-6 by filing an amendment to the Articles of Incorporation. The board will determine whether to proceed, the effective time, and the exact ratio. The reverse split may be used in part to help meet minimum price requirements for a potential national securities exchange listing, but there is no assurance the board will implement the split or that any listing will be achieved.

Filing Explained

As of July 17, no reverse split or registered-share sale was disclosed; only authority to act had been approved.

The company filed this 424(b)(3) prospectus supplement on July 22, 2026, incorporating a Form 8-K reporting the July 17, 2026 consent; the disclosure records registration and authorization, not a completed sale or reverse split. The registration covers resale of up to 39,000,000 shares of common stock at $1.33 per share, but registration alone sells nothing.

The approved reverse-split authority remains conditional: the board must decide whether to proceed, file the amendment, and select a ratio within 1-for-2 to 1-for-6. If implemented, the split would reduce the share count and raise the per-share price proportionally; the split itself would not change company value.

Key Figures

Registered resale amount: 39,000,000 shares of common stock Reference share price: $1.33 per share Stockholder voting power approving action: 68.71% +2 more

5 metrics

Registered resale amount 39,000,000 shares of common stock Resale of common stock by selling stockholders under the prospectus

Reference share price $1.33 per share Price stated on the prospectus cover for the registered common stock

Stockholder voting power approving action 68.71% Voting power of common stock approving discretionary reverse stock split authority

Reverse split ratio range 1-for-2 to 1-for-6 Range of reverse stock split ratios authorized for issued and outstanding common stock

Reverse split approval date July 17, 2026 Date on which majority stockholders approved granting reverse split authority

Key Terms

reverse stock split, national securities exchange listing, written consent, forward-looking statements

4 terms

reverse stock split financial

"effect a reverse stock split of the Company's issued and outstanding common stock"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

national securities exchange listing regulatory

"to meet the minimum price requirements of a national securities exchange listing"

written consent regulatory

"The written consent action was made pursuant to a solicitation of consents"

A written consent is a formal, signed document in which shareholders or directors approve a corporate action without holding a live meeting, similar to signing a petition instead of gathering in person. It matters to investors because it can speed decisions, create a clear legal record of approval, and affect control or governance outcomes — for example enabling changes that would otherwise require a vote at a meeting.

forward-looking statements regulatory

"This Current Report on Form 8-K and the documents incorporated herein by reference contain forward-looking statements"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Offering Details

secondary

Offering

Offering Type secondary

Price Range $1.33 per share

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Available on EDGAR 07/22/2026 - 06:58 PM Accepted by SEC EDGAR 07/22/2026 - 05:01 PM Learn about SEC filing dates

FAQ

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

Chilean Cobalt Corp. registers the resale of up to 39,000,000 shares of its common stock, referenced at $1.33 per share, for selling stockholders under an existing registration statement and prior supplements.

What reverse stock split did COBA shareholders approve?

Shareholders holding 68.71% of the voting power approved giving the board authority to implement a reverse stock split of the issued and outstanding common stock within a range of 1-for-2 to 1-for-6.

Is Chilean Cobalt’s reverse stock split certain to occur?

No. The board has discretionary authority to decide whether to proceed, as well as the timing and exact ratio, and there is no assurance the reverse stock split will be implemented.

Why might COBA pursue a reverse stock split?

The reverse stock split may be effected in part to provide flexibility to meet the minimum price requirements of a national securities exchange listing, though any such listing is not assured.

How was the COBA reverse split approval obtained?

Approval was obtained through a written consent of stockholders holding 68.71% of the voting power, in lieu of a special meeting, following earlier approval of the reverse split and amendment by the board.

What risks does COBA highlight for investors in this supplement?

The company characterizes investing in its common stock as speculative and involving a high degree of risk, including the risk of losing an entire investment, and refers readers to the “Risk Factors” section of the prospectus.

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-268335

Prospectus Supplement No. 32

to Prospectus dated February 3, 2023

CHILEAN COBALT CORP.

39,000,000 Shares of Common Stock

$1.33 per Share

This prospectus supplement No. 31 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, prospectus supplement No. 26 filed on December 2, 2025, prospectus supplement No. 27 filed on January 5, 2026, prospectus supplement No. 28 filed on March 20, 2026, prospectus supplement No. 29 filed on March 31, 2026, prospectus supplement No. 30 filed on May 20, 2026 and prospectus supplement No. 31 filed on May 21, 2026 (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. 32 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 July 22, 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 July 22, 2026

Index of SEC Filings

The following report listed below is filed as a part of this prospectus supplement No. 32.

Appendix No.		Description
Appendix 1		Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 22, 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): July 17, 2026

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. ☐

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K and the documents incorporated herein by reference contain forward-looking statements. Such forward-looking statements are based on current expectations, estimates and projections about Chilean Cobalt Corp.’s industry, management beliefs, and assumptions made by management. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict; therefore, actual results and outcomes may differ materially from what is expressed or forecasted in any such forward-looking statements. Although we believe the expectations reflected in our forward-looking statements are based upon reasonable assumptions, it is not possible to foresee or identify all factors that could have a material effect on the future financial performance of the Company. The forward-looking statements in this Current Report on Form 8-K are made on the basis of management’s assumptions and analyses, as of the time the statements are made, in light of their experience and perception of historical conditions, expected future developments and other factors believed to be appropriate under the circumstances. Except as otherwise required by the federal securities laws, we disclaim any obligation or undertaking to publicly release any updates or revisions to any forward-looking statement contained in this Current Report on Form 8-K and the information incorporated by reference in this Current Report on Form 8-K to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based.

Item 5.07 Submission of Matters to a Vote of Security Holders.

Effective July 17, 2026, the holders of a majority of the voting power of the common stock of Chilean Cobalt Corp., a Nevada corporation (the “Company”) constituting 68.71% of the voting power of the Company’s common stock, approved a grant of discretionary authority to the board of directors of the Company (the “Board”) to, without further stockholder approval, effect a reverse stock split of the Company's issued and outstanding common stock within a range of 1-for-2 to 1-for-6 (the "Reverse Stock Split") by filing an amendment (the "Amendment") to the Company's Articles of Incorporation with the Secretary of State of the State of Nevada, with the final determination of whether to proceed, the effective time, and the exact ratio of the Reverse Stock Split to be determined by the Board. The written consent action was made pursuant to a solicitation of consents in lieu of a special meeting of stockholders. The Board also previously approved the Reverse Stock Split and the Amendment. The Reverse Stock Split may be effected in part to provide flexibility to meet the minimum price requirements of a national securities exchange listing. However, there can be no assurance that the Board will proceed with the Reverse Stock Split or that the Company will proceed with seeking a national securities exchange listing, or even if it does proceed to do so, that it will be able to obtain the regulatory approvals, satisfy applicable listing requirements, or successfully achieve such a listing.

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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: July 22, 2026	By:	/s/ Duncan T. Blount
	Name:	Duncan T. Blount
	Title:	Chief Executive Officer

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