Filed Pursuant to Rule 424(b)(3)
Registration No. 333-268335
Prospectus Supplement No. 6
to Prospectus dated February 3, 2023
CHILEAN COBALT CORP.
39,000,000 Shares of Common Stock
$1.33 per Share
This prospectus supplement No. 6 amends and supplements the prospectus dated February 3, 2023 which forms a part of our Registration Statement on Form S-1 (Registration Statement No. 333-268335) (the “Registration Statement”) and prospectus supplement No. 1 filed on March 24, 2023, prospectus supplement No. 2 filed on May 8, 2023, prospectus supplement No. 3 filed on May 15, 2023, prospectus supplement No. 4 filed on July 6, 2023 and prospectus supplement No. 5 filed on July 12, 2023 relating to the resale of up to 39,000,000 shares of common stock of Chilean Cobalt Corp. (the “Company,” “C3,” “we,” “our” and “us”) by the selling stockholders named in the prospectus. The foregoing prospectus, prospectus supplement No. 1, prospectus supplement No. 2, prospectus supplement No. 3, prospectus supplement No. 4, prospectus supplement No. 5 and this prospectus supplement are collectively referred to as the “prospectus.” Please keep this prospectus supplement with your prospectus for future reference.
This prospectus supplement incorporates into the prospectus the attached Current Report on Form 8-K, filed with the Securities and Exchange Commission (“SEC”) on September 27, 2023.
This prospectus supplement is not complete without the prospectus, including any supplements and amendments thereto. This prospectus supplement should be read in conjunction with the prospectus which is to be delivered with this prospectus supplement. This prospectus supplement is qualified by reference to the prospectus, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the prospectus, including any supplements and amendments thereto.
Investing in our common stock should be considered speculative and involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” section of the prospectus to read about the risks you should consider before buying shares of our common stock.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Capitalized terms contained in this prospectus supplement have the same meanings as in the prospectus unless otherwise stated herein.
The date of this prospectus supplement is September 27, 2023
Index of SEC Filings
The following report listed below is filed as a part of this prospectus supplement No. 6.
| Appendix No. | Description | |
| Appendix 1 | Current Report on Form 8-K filed with the Securities and Exchange Commission on September 27, 2023. |
| 2 |
Appendix 1
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): September 25, 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. |
Death of Ignacio Moreno Fernandez
On September 25, 2023, Ignacio Moreno Fernandez (“Mr. Moreno”), Company Manager and member of the board of directors (the “Board”) of Chilean Cobalt Corp. (the “Company”), passed away after an unsuccessful battle with cancer. Mr. Moreno provided guidance and leadership to the Company since 2017 and served on the Board since April 2022 and will be greatly missed. Mr. Moreno was also a member of the Environmental, Social and Governance Committee.
| Item 7.01 | Regulation FD Disclosure. |
On September 27, 2023 the Company issued a press release regarding the death of Mr. Moreno. 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. September 27, 2023 press release (furnished herewith). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| 4 |
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: September 27, 2023 | By: | /s/ Duncan T. Blount |
| Name: | Duncan T. Blount | |
| Title: | Chief Executive Officer | |
| 5 |
CHILEAN COBALT CORP. IS SADDENED TO ANNOUNCE THE DEATH OF COUNTRY MANAGER AND BOARD MEMBER, IGNACIO MORENO FERNANDEZ
BERWYN, PA – (September 27, 2023) – Chilean Cobalt Corp. (OTCQB: COBA) (“C3” or the “Company”), a US-based and US-listed critical minerals exploration and development company focused on its La Cobaltera, cobalt-copper project today announced with great sadness the death of Country Manager and Board Member Ignacio Moreno Fernandez, who passed away after a battle with cancer.
“Ignacio had such vibrant energy and passion for La Cobaltera, for Chile, and for doing everything the right way - both professionally, as well as in his personal life. Through his experience working in both the Chilean government and private sector, his vast knowledge of the country and mining industry provided a valuable contribution towards the creation and development of C3 and will forever be remembered. We will miss his contribution and his friendship. We offer our deepest condolences to his family and many friends.” - Duncan T. Blount, CEO & Director of C3.
Ignacio Moreno Fernandez, 1969 - 2023
About Chilean Cobalt Corp.
Chilean Cobalt Corp. (“C3”) is a US-based and US-listed critical minerals exploration and development company focused on the La Cobaltera, cobalt-copper project, located in the past-producing San Juan District in northern Chile, one of the world’s few primary cobalt districts known globally. C3 has a deliberate focus on building a dynamic and sustainable business with an emphasis on applying leading environmental stewardship, social engagement, and corporate governance practices to its strategy.
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. 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
CEO & Director
Duncan.blount@chileancobaltcorp.com