UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
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Securities registered pursuant to Section 12(b) of the Act:
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| 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
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| Item 1.01 | Entry into a Material Definitive Agreement. |
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 September 4, 2026, the Company entered into a stock purchase agreement with an investor, pursuant to which such investor purchased an aggregate of 750,000 shares of the Company’s Common Stock, par value $0.0001, at a price of $2.00 per share (the “Shares”) for an aggregate purchase price of $1,500,000.00 (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 10.1 hereto and is incorporated herein by reference.
| Item 8.01 | Other Events. |
On September 9, 2026, the Company issued a press release announcing both its completion of tranche 2 of the earn-in and option agreement with NeoRe SpA and follow-on private sales of equity securities consisting of $1,500,000 in gross proceeds related to Madesal SpA (together with its subsidiaries, “Madesal”) and as referenced in more detail under Item 3.02 of this Form 8-K. Madesal was an investor in the Company prior to this round of funding. The gross proceeds from these security sales are expected to be used to pursue additional district consolidation opportunities and exploration, support early ESG-related work, 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.
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Exhibit Number |
Description | |
| 10.1 | Form of Securities Purchase Agreement. | |
| 99.1 | Press release issued by Chilean Cobalt Corp. on September 9, 2026. | |
| 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: September 9, 2026 | By: | /s/ Duncan T. Blount |
| Name: | Duncan T. Blount | |
| Title: | Chief Executive Officer | |
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