Chilean Cobalt (COBA) auto-converts all Series B preferred to common

Rhea-AI Filing Summary

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.

Insights

Equity structure analyst

Chilean Cobalt removed its Series B preferred layer, leaving only common stock outstanding.

Chilean Cobalt Corp. converted all 2,407,785 issued and outstanding Series B Convertible Preferred shares into common stock on December 31, 2025, based on the auto-conversion terms in its amended certificate. This raised total common stock issued and outstanding to 56,409,930 shares and eliminated the preferred shares entirely.

With the Series B preferred gone, those investors no longer benefit from preferred-only features such as anti-dilution rights or preferential exchange terms relative to more senior or more favorably structured securities. They now participate solely as common shareholders, aligning their rights with the broader common equity base and simplifying the company’s capital structure.

8-K Event Classification

Item 3.03 — Material Modification to Rights of Security Holders

1 item

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

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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.

2

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

3

FAQ

What corporate action did Chilean Cobalt Corp. (COBA) report?

Chilean Cobalt Corp. reported that on December 31, 2025, all issued and outstanding Series B Convertible Preferred Stock automatically converted into the company’s common stock under existing certificate provisions.

How many Series B preferred shares did Chilean Cobalt (COBA) convert to common stock?

The company converted all 2,407,785 issued and outstanding shares of its Series B Convertible Preferred Stock into common stock.

What is Chilean Cobalt Corp.’s new common stock share count after the conversion?

Following the auto-conversion on December 31, 2025, Chilean Cobalt Corp. had 56,409,930 shares of common stock issued and outstanding.

Are any Series B Convertible Preferred shares of Chilean Cobalt (COBA) still outstanding?

No. After the auto-conversion, the number of Series B Convertible Preferred shares issued and outstanding decreased to 0, meaning none of this preferred class remains outstanding.

What rights did former Series B preferred holders of Chilean Cobalt lose after conversion?

Former Series B preferred holders no longer have the rights, preferences, or privileges of that preferred class, including anti-dilution rights and preferential exchange terms. They now hold only the rights of common stockholders.

Why did Chilean Cobalt Corp. file an 8-K for this event?

The company used a current report to disclose that the auto-conversion provisions in its amended Series B certificate became effective on December 31, 2025, triggering full conversion of the Series B preferred into common stock.