Chilean Cobalt (COBA) completes $3M PIPE, hiring DA Davidson as agent

Rhea-AI Filing Summary

Chilean Cobalt Corp. reported a new private equity financing. On November 25 and 27, 2025, the company entered into stock purchase agreements with investors for a PIPE transaction, selling an aggregate of 6,000,000 shares of common stock at $0.50 per share, for total gross proceeds of $3,000,000. The shares were issued in reliance on exemptions from registration under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D.

The company also signed a placement agent agreement with DA Davidson, which entitles the agent to a fee equal to 7% of the gross proceeds from the PIPE and reimbursement of up to $100,000 for legal fees related to closing the equity sales. Detailed terms of the placement agent agreement and the securities purchase agreements are provided in the attached forms as exhibits.

Insights

Equity Capital Markets Analyst

Chilean Cobalt raises $3M via PIPE, paying 7% fee to its placement agent.

Chilean Cobalt Corp. has completed a PIPE financing, selling 6,000,000 common shares at $0.50 per share for total gross proceeds of $3,000,000. This brings in new equity capital from private investors rather than through a public offering, using exemptions under Section 4(a)(2) and Rule 506 of Regulation D.

The company engaged DA Davidson as placement agent, agreeing to pay a cash fee equal to 7% of the gross proceeds from the PIPE and to reimburse up to $100,000 of related legal fees. These costs reduce the net cash raised but are typical for a brokered private placement of equity.

The filing references form agreements for both the placement agent engagement and the securities purchase terms, which govern closing mechanics and investor rights. Future company disclosures can provide more context on how the new capital is deployed and whether there are any investor protections or covenants in the detailed documents.

false 0001727255 0001727255 2025-11-25 2025-11-25 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): November 25, 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 1.01 Entry into a Material Definitive Agreement.

On November 25, 2025, Chilean Cobalt Corp., a Nevada corporation (the “Company”) entered into a placement agent agreement with DA Davidson (the “Agent”), pursuant to which Agent receives 7% of the gross proceeds of a private issuance of public equity (“PIPE”) sales of equity securities and up to a maximum of $100,000 reimbursement for legal fees in association with the closing of the sales of equity securities (such agreement, the “Placement Agent Agreement”).

The foregoing description of the Placement Agent Agreement does not purport to be complete and is qualified in its entirety by reference to the Form of Placement Agent Agreement, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

In addition, to the extent required by this Item 1.01, the information contained in Item 3.02 below is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

On November 25, 2025 and November 27, 2025, the Company entered into certain stock purchase agreements with certain investors, pursuant to which such investors purchased an aggregate of 6,000,000 shares of the Company’s Common Stock, par value $0.0001, at a price of $0.50 per share (the “Shares”) for an aggregate purchase price of $3,000,000.00 (such agreements, the “Stock Purchase Agreements”).

The issuance of shares of the Company’s Common Stock as disclosed in this Item 3.02 were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D promulgated thereunder.

The foregoing description of the Stock Purchase Agreements does not purport to be complete and is qualified in its entirety by reference to the Form of Securities Purchase Agreement, a copy of which is attached as Exhibit 10.2 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		Form of Placement Agent Agreement
10.2		Form of Securities Purchase Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: December 2, 2025	By:	/s/ Duncan T. Blount
	Name:	Duncan T. Blount
	Title:	Chief Executive Officer

3

FAQ

What financing did Chilean Cobalt Corp. (COBA) announce in this 8-K?

Chilean Cobalt Corp. disclosed a PIPE financing in which investors purchased an aggregate of 6,000,000 shares of common stock at $0.50 per share, for total gross proceeds of $3,000,000.

What price per share did Chilean Cobalt Corp. (COBA) receive in the PIPE?

Investors bought shares of Chilean Cobalt Corp.'s common stock at a price of $0.50 per share under the stock purchase agreements.

How much did Chilean Cobalt Corp. (COBA) raise in total from the PIPE financing?

The PIPE stock purchase agreements provided aggregate gross proceeds of $3,000,000 from the sale of 6,000,000 common shares.

What are the placement agent terms for Chilean Cobalt Corp. (COBA) in this transaction?

Chilean Cobalt Corp. entered into a placement agent agreement with DA Davidson, under which the agent receives 7% of the gross proceeds from the PIPE and up to $100,000 in reimbursed legal fees related to closing.

Under what securities law exemptions were the COBA shares issued in the PIPE?

The common shares issued in the PIPE were made in reliance on exemptions from registration under Section 4(a)(2) of the Securities Act of 1933 and/or Rule 506 of Regulation D.

What exhibits did Chilean Cobalt Corp. (COBA) file with this 8-K?

The company filed a Form of Placement Agent Agreement as Exhibit 10.1, a Form of Securities Purchase Agreement as Exhibit 10.2, and the Cover Page Interactive Data File as Exhibit 104.