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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.
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 |