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 | ||
| 10.2 | Form of Securities Purchase Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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 | |
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