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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 3, 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 7.01 |
Regulation FD Disclosure. |
On December 3, 2025, the Company
issued a press release announcing the PIPE sales of equity securities consisting of 6,000,000 shares sold for a total of $3,000,000 in
gross proceeds with two investors, a wholly-owned subsidiary of Glencore plc (LSE: GLEN), together with its subsidiaries, “Glencore”)
and Madesal SpA (together with its subsidiaries, “Madesal”). The net proceeds after placement agent expenses and fees are
expected to be used for exploration, additional district consolidation, advancement of ESG diligence and for general corporate and working
capital purposes.
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 |
|
Press release issued by Chilean Cobalt Corp. on December 3, 2025. |
| |
|
|
| 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: December 3, 2025 |
By: |
/s/ Duncan T. Blount |
| |
Name: |
Duncan T. Blount |
| |
Title: |
Chief Executive Officer |