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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):
March 19, 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.
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Tom Diffely to Board of Directors
On March 19, 2026, the board
of directors (the “Board”) of Chilean Cobalt Corp. (the “Company”) appointed Tom Diffely to serve as a member
of the Board until his successor is elected and qualified or until his death, resignation or removal. Mr. Diffely is expected to be a
member of the Audit Committee of the Board.
Mr. Diffely has more than
25 years of finance and equity capital markets experience. He spent the past 16 years at D.A. Davidson & Co., a full-service investment
bank, where he held several roles including senior research analyst covering multiple technology sectors and most recently Director of
Institutional Research. Prior to D.A. Davidson, Tom spent 10 years in equity research at Merrill Lynch covering the semiconductor sector.
Earlier in his career, Mr. Diffely held positions in engineering and general management before transitioning to Wall Street.
Mr. Diffely holds a Bachelor
of Science in Engineering from Harvey Mudd College and an MBA from the Haas School of Business at the University of California, Berkeley,
with a focus on finance and the management of technology. He is also a CFA Charterholder and previously held a Professional Engineer (PE)
license during his time as a consulting engineer.
Other than as disclosed in
this Current Report on Form 8-K, the Company confirms that (1) there is no family relationship between Mr. Diffely and any director or
executive officer of the Company, (2) there was no arrangement or understanding between Mr. Diffely and any other person pursuant to which
they were elected to their position with the Company, and (3) there is no transaction between Mr. Diffely and the Company that would require
disclosure under Item 404(a) of Regulation S-K.
Appointment of Michael Caperonis to Board
of Directors
On March 19, 2026, the board
of directors (the “Board”) of Chilean Cobalt Corp. (the “Company”) appointed Michael Caperonis to serve as a member
of the Board until his successor is elected and qualified or until his death, resignation or removal. Mr. Caperonis is expected to be
a member of the Audit Committee of the Board.
Mr. Caperonis has more than
25 years of finance and capital markets experience. Over the course of his career, Mr. Caperonis has held senior leadership positions
at several major global financial institutions. He previously served as Americas Head of Equities Trading and Global Head of Convertible
Bonds at Citi, as well as Head of Credit and Equities Trading at Nomura. In these roles, he was responsible for overseeing large trading
operations and played a key role in the pricing and syndication of numerous capital raises for major corporations across global capital
markets.
Following his executive roles
in banking, Mr. Caperonis became a Partner at Apollo Global Management and is currently a Portfolio Manager for a large family office,
where he continues to focus on investment strategy and capital markets opportunities.
Mr. Caperonis holds a Bachelor
of Arts degree from Yale University.
Other than as disclosed in
this Current Report on Form 8-K, the Company confirms that (1) there is no family relationship between Mr. Caperonis and any director
or executive officer of the Company, (2) there was no arrangement or understanding between Mr. Caperonis and any other person pursuant
to which they were elected to their position with the Company, and (3) there is no transaction between Mr. Caperonis and the Company that
would require disclosure under Item 404(a) of Regulation S-K.
Resignation of Greg Levinson from Board
of Directors
On March 19, 2026, Greg Levinson
resigned from the board of directors (the “Board”) of Chilean Cobalt Corp. (the “Company”). At the time of his
resignation, Mr. Levinson was the chairperson of the Audit Committee of the Board. The resignation was not due to any disagreements between
Mr. Levinson and the Company, and he intends to remain a supportive shareholder.
Mr. Levinson resigned to pursue
new ventures that would likely preclude service on a public company board and would compete for his time and focus. That, combined with
the opportunity to add directors with capital markets expertise who are expected to qualify as independent, thereby strengthening the
Company’s governance profile in connection with the Company’s evaluation of a potential future uplisting to a national securities
exchange, made the present timing less disruptive and more beneficial to both Mr. Levinson and the Company.
| Item 7.01 |
Regulation FD Disclosure. |
On March 20, 2026 the Company
issued a press release regarding the appointment of Mr. Tom Diffely and Mr. Michael Caperonis to the Board and the resignation of Mr.
Greg Levinson from the Board. The press release is attached hereto as Exhibit 99.1 and incorporated herein by this reference.
The information contained
in the press release attached hereto is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section, and shall not be incorporated
by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act,
except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit
Number |
|
Description |
| 99.1 |
|
Chilean Cobalt Corp. March 20, 2026 press
release (furnished herewith) |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: March 20, 2026 |
By: |
/s/ Duncan T. Blount |
| |
Name: |
Duncan T. Blount |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
CHILEAN COBALT
CORP. ANNOUNCES BOARD REALIGNMENT,
ADDING CAPITAL MARKETS EXPERTISE AS COMPANY EVALUATES POTENTIAL UPLISTING
BERWYN, PA – (March 20, 2026) – Chilean
Cobalt Corp. (OTCQB: COBA) (“Chilean Cobalt” or the “Company”) is pleased to announce the appointment of Michael
Caperonis and Tom Diffely to its Board of Directors. Both bring extensive capital markets and financial industry experience to the Company
and have been long-time supporters and significant shareholders. The Company is pleased to welcome the two new directors who are expected
to qualify as independent, a designation that is anticipated to strengthen the Company’s board composition in connection with any
potential future uplisting to a national securities exchange.
These Board appointments further strengthen Chilean
Cobalt’s leadership team. Michael and Tom bring deep expertise in equity capital markets, institutional finance, and capital raising,
which is expected to support the Company’s efforts to access broader capital markets and expand its investor base as it progresses
the development of its La Cobaltera and El Cofre cobalt-copper projects - and NeoRe rare earth project - while evaluating additional growth
opportunities.
Greg Levinson, a founder, and valued board member
since inception, will remain a supporting shareholder. He is stepping down to pursue other interests and, the Company thanks him for
his foundational contributions since inception.
About Michael
Caperonis
Michael Caperonis has more than 25 years of finance
and capital markets experience. Over the course of his career, Michael has held senior leadership positions at several major global financial
institutions. He previously served as Americas Head of Equities Trading and Global Head of Convertible Bonds at Citi, as well as Head
of Credit and Equities Trading at Nomura. In these roles, Michael was responsible for overseeing large trading operations and played a
key role in the pricing and syndication of numerous capital raises for major corporations across global capital markets.
Following his executive roles in banking, Michael
became a Partner at Apollo Global Management and is currently a Portfolio Manager for a large family office, where he continues to focus
on investment strategy and capital markets opportunities.
Michael holds a Bachelor of Arts degree from Yale
University.
About Tom Diffely
Tom Diffely has more than 25 years of finance
and equity capital markets experience. He spent the past 16 years at D.A. Davidson & Co., a full-service investment bank, where he
held several roles including senior research analyst covering multiple technology sectors and most recently Director of Institutional
Research. Prior to D.A. Davidson, Tom spent 10 years in equity research at Merrill Lynch covering the semiconductor sector. Earlier in
his career, Tom held positions in engineering and general management before transitioning to Wall Street.
Tom holds a Bachelor of Science in Engineering
from Harvey Mudd College and an MBA from the Haas School of Business at the University of California, Berkeley, with a focus on finance
and the management of technology. He is also a CFA Charterholder and previously held a Professional Engineer (PE) license during his time
as a consulting engineer.
This press release does not constitute an offer
or sale of, or the solicitation of an offer to buy, securities of the Company nor shall there be any sale of any securities in any state
or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction.
About Chilean Cobalt Corp.
Chilean Cobalt Corp. is a US-based critical minerals
exploration and development company focused on the La Cobaltera cobalt-copper project in northern Chile, one of the world’s few
primary cobalt districts. Chilean Cobalt is committed to creating ecological and social value for all stakeholders; economic value for
Chile and the Chilean communities in which it operates; and financial value for its shareholders.
Safe Harbor Statement
This news release contains statements that involve
expectations, plans or intentions (such as those relating to future business or financial results) and other factors discussed from time
to time in the Company’s Securities and Exchange Commission filings. These statements are forward-looking and are subject to risks and
uncertainties, so actual results may vary materially. You can identify these forward-looking statements by words such as “may,”
“should,” “expect,” “anticipate,” “believe,” “estimate,” “intend,” “plan”
and other similar expressions. Examples of forward-looking statements, include, among others, statements the Company makes regarding its
ability to leverage the expertise of its new directors to access broader capital markets and expand its investor base, The Company’s
ability to meet the listing requirements of, or obtain approval for listing on, a national securities exchange, ability to establish “Proven”
or “Probable” Reserves, as defined by the SEC under Regulation S-K, Subpart 1300, through the completion of a Definitive Feasibility
Study for the minerals that the Company seeks to produce and the inherent risks of mining, exploration, development, and processing operations
that may negatively impact the business. Our actual results could differ materially from those anticipated in these forward-looking statements
as a result of certain factors not within the control of the Company. The Company cautions readers not to place undue reliance on any
such forward-looking statements, which speak only as of the date made. The Company disclaims any obligation subsequently to revise any
forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated
or unanticipated events.
CONTACTS:
Chilean Cobalt Corp.
Duncan T. Blount
Chairman & CEO
Duncan.Blount@chileancobaltcorp.com
