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 6, 2023
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. |
Resignation of Jeremy McCann
On July 6, 2023, Jeremy McCann resigned as a member of the board of directors (the “Board”) of Chilean Cobalt Corp. (the “Company”). Mr. McCann’s resignation was not the result of any disagreement with the Company on any matter relating to its operations, policies (including accounting or financial policies) or practices. Mr. McCann was the chairperson of the Audit Committee and a member of the Environmental, Social and Governance Committee.
Appointment of Geraldine Barnuevo to Board of Directors
On July 7, 2023, the Board appointed Geraldine Barnuevo to serve as a member of the Board until her successor is elected and qualified or until her death, resignation or removal. Ms. Barnuevo is expected to be named to the Environmental, Social and Governance Committee.
Ms. Barnuevo, age 45, is an Environmental and Sustainability strategist professional with more than 20 years of experience in the automotive and aerospace industry. Ms. Barnuevo has been the Vice president of Operational Sustainability at GE Aerospace since 2022. In this role, Ms. Barnuevo leads GE Aerospace’s operational sustainability and energy strategies including sustainability reporting readiness. Prior to her role at GE Aerospace from 2008 to 2022, Ms. Barnuevo worked at General Motors (“GM”) in a variety of roles of increasing responsibility in several geographic regions. At GM, Ms. Barnuevo led GM’s sustainability strategy and initiatives in the areas of sustainability reporting, stakeholder engagement, corporate goals monitoring and strategies focusing on reducing environmental and social impact as well as improving organizational performance.
Ms. Barnuevo holds a Bachelor’s degree in Environmental Engineering from Universidad International SEK in Quito, Ecuador, a Master’s degree in Environmental Engineering from University of Illinois and a Master’s in Business Administration from Oakland University.
Appointment of Fiona Clouder to Board of Directors
On July 7, 2023, the Board appointed Fiona Clouder to serve as a member of the Board until her successor is elected and qualified or until her death, resignation or removal.
Fiona Clouder, age 61, has wide experience of Latin America, both as a diplomat and now through her work in the private sector. Ms. Clouder was the UK´s Ambassador to Chile from 2014 to 2018; and then Regional Ambassador, Latin America and Caribbean, COP26, from 2020-2022, driving diplomatic engagement, at the top of governments and business, for a Net Zero world. She is also a Distinguished Fellow of RUSI (Royal United Services Institute). She previously led the FCO (Foreign & Commonwealth Office, now FCDO) strategy on Latin America (the Canning Agenda). Ms. Clouder joined the FCO in 2001, from the Research Councils (now UKRI) to build and lead the global Science and Innovation Network (UKSIN). Now working in the private sector, including with The Ambassador Partnership, Ms. Clouder continues to focus on Latin America, business links and government relations. She is particularly interested in the interface of mining, energy and environment issues.
The Company confirms that (1) there is no family relationship between Ms. Barnuevo and Ms. Clouder and any director or executive officer of the Company, (2) there was no arrangement or understanding between Ms. Barnuevo and Ms. Clouder and any other person pursuant to which they were elected to their position with the Company, and (3) there is no transaction between Ms. Barnuevo and Ms. Clouder the Company that would require disclosure under Item 404(a) of Regulation S-K.
Awards under the 2023 Equity Incentive Plan
On July 7, 2023, the Board approved, pursuant to the Chilean Cobalt Corp. 2023 Equity Incentive Plan and the terms of the Form of Option Award Agreement provided for in the Plan, stock option awards to Ms. Barnuevo and Ms. Clouder set forth below (the “Awards”) at an exercise price of $0.26 per share (the “Options”). Pursuant to the terms of the Options, the shares included in the Awards vest on the first day of each calendar quarter commencing after the date of the Award so long as Ms. Barnuevo and Ms. Clouder remain a service provider to the Company on the vesting date. The Options expire ten years after the date of award.
| Recipient, Title | | No. of Shares | |
| Geraldine Barnuevo, Director | | | 150,000 | |
| Fiona Clouder, Director | | | 150,000 | |
| | | | | |
| Total Shares Awarded | | | 300,000 | |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit Number | | Description |
| 10.1 † | | Chilean Cobalt Corp. 2023 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on July 6, 2023). |
| | | |
| 10.2 † | | Stock Option (Incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC on July 6, 2023). |
| | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| † | Includes management contracts and compensation plans and arrangements |
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 12, 2023 | By: | /s/ Duncan T. Blount |
| | Name: | Duncan T. Blount |
| | Title: | Chief Executive Officer |
