Chilean Cobalt Corp. Files 8-K on Equity Sales
Ticker: COBA · Form: 8-K · Filed: Jan 3, 2025 · CIK: 1727255
Sentiment: neutral
Topics: equity-sale, sec-filing, corporate-action
TL;DR
Chilean Cobalt Corp. sold unregistered equity, potentially diluting shareholders.
AI Summary
On December 27, 2024, Chilean Cobalt Corp. filed an 8-K report detailing unregistered sales of equity securities and material modifications to security holder rights. The company, incorporated in Nevada with its principal executive offices in Berwyn, Pennsylvania, is involved in the metal mining industry.
Why It Matters
This filing indicates potential dilution for existing shareholders due to unregistered equity sales and changes affecting their rights.
Risk Assessment
Risk Level: medium — Unregistered equity sales can lead to dilution and uncertainty for existing investors.
Key Numbers
- 333-268335 — SEC File Number (Identifies the company's filing with the SEC.)
- 82-3590294 — IRS Employer Identification Number (Tax identification number for the company.)
Key Players & Entities
- Chilean Cobalt Corp. (company) — Registrant
- Nevada (jurisdiction) — State of incorporation
- Berwyn, Pennsylvania (location) — Principal executive offices
- December 27, 2024 (date) — Date of earliest event reported
FAQ
What type of equity securities were sold unregistered?
The filing does not specify the type of equity securities sold unregistered, only that such sales occurred.
What are the material modifications to the rights of security holders?
The filing indicates material modifications to the rights of security holders but does not detail the specific nature of these modifications in the provided text.
When was the earliest event reported in this 8-K filing?
The earliest event reported in this 8-K filing was on December 27, 2024.
Where are Chilean Cobalt Corp.'s principal executive offices located?
Chilean Cobalt Corp.'s principal executive offices are located at 1199 Lancaster Ave, Suite 107, Berwyn, Pennsylvania 19312.
What is the Standard Industrial Classification (SIC) code for Chilean Cobalt Corp.?
The Standard Industrial Classification (SIC) code for Chilean Cobalt Corp. is 1000, which corresponds to METAL MINING.
Filing Stats: 780 words · 3 min read · ~3 pages · Grade level 11.7 · Accepted 2025-01-03 08:09:00
Key Financial Figures
- $325,989 — for an aggregate cash consideration of $325,989. Such shares of Series B Convertible Pr
- $0.0001 — he Company's preferred stock, par value $0.0001 per share, as Series B Convertible Pref
Filing Documents
- chilean_8k.htm (8-K) — 31KB
- chilean_ex0301.htm (EX-3.1) — 63KB
- chilean_ex0302.htm (EX-3.2) — 61KB
- 0001683168-25-000040.txt ( ) — 355KB
- none-20241227.xsd (EX-101.SCH) — 3KB
- none-20241227_lab.xml (EX-101.LAB) — 33KB
- none-20241227_pre.xml (EX-101.PRE) — 24KB
- chilean_8k_htm.xml (XML) — 3KB
02
Item 3.02 Unregistered Sales of Equity Securities. On December 30, 2024, Chilean Cobalt Corp., a Nevada corporation (the "Company") entered into five (5) stock purchase agreements with certain investors in respect of the purchase and sale of an aggregate amount of 724,420 shares of the Company's Series B Convertible Preferred Stock for an aggregate cash consideration of $325,989. Such shares of Series B Convertible Preferred Stock were issued in accordance with the terms and conditions set forth in the Amended and Restated Series B Certificate (as defined in Item 3.03 below). The issuance of shares of the Company's Series B Convertible Preferred 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.
03
Item 3.03 Material Modification to Rights of Security Holders. On December 26, 2024, the Board of Directors (the "Board") of the Company approved the Certificate of Designations of Preferences and Rights of Series B Convertible Preferred Stock (the "Series B Certificate"), which designates 2,600,000 shares of the Company's preferred stock, par value $0.0001 per share, as Series B Convertible Preferred Stock on the terms and conditions as set forth in the Series B Certificate. The Company filed the Series B Certificate with the Secretary of State of the State of Nevada on December 27, 2024. A copy of the Series B Certificate is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated by reference herein. On December 29, 2024, the Board of the Company approved the Certificate of Amendment to Certificate of Designations of Preferences and Rights of Series B Convertible Preferred Stock (the "Amended and Restated Series B Certificate"), which amends and restates in the Series B Certificate in its entirety and, among other things, increases to 2,900,000 shares the designation of the Series B Convertible Preferred Stock. The Company filed the Amended and Restated Series B Certificate with the Secretary of State of the State of Nevada on December 30, 2024. A copy of the Amended and Restated Series B Certificate is attached to this Current Report on Form 8-K as Exhibit 3.2 and is incorporated by reference herein.
Financial Statements and Exhibits
Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 3.1 Certificate of Designations of Preferences and Rights of Series B Convertible Preferred Stock, dated as of December 23, 2024 3.2 Certificate of Amendment to Certificate of Designations of Preferences and Rights of Series B Convertible Preferred Stock, dated as of December 29, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
SIGNATURES
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: January 3, 2025 By: /s/ Duncan T. Blount Name: Duncan T. Blount Title: Chief Executive Officer 3