Chilean Cobalt Corp. Files 8-K: Material Agreement & Equity Sales
Ticker: COBA · Form: 8-K · Filed: Jan 22, 2025 · CIK: 1727255
Sentiment: neutral
Topics: material-agreement, equity-sale, filing
TL;DR
Chilean Cobalt Corp. signed a material deal and sold equity on Jan 15th.
AI Summary
On January 15, 2025, Chilean Cobalt Corp. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. The filing was made on January 22, 2025.
Why It Matters
This 8-K filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial structure and future operations.
Risk Assessment
Risk Level: medium — The filing involves a material definitive agreement and unregistered sales of equity, which can introduce financial and operational risks.
Key Numbers
- 333-268335 — SEC File Number (Identifies the company's filing history with the SEC.)
- 82-3590294 — IRS Employer Identification Number (Tax identification number for the company.)
Key Players & Entities
- Chilean Cobalt Corp. (company) — Registrant
- January 15, 2025 (date) — Date of earliest event reported
- January 22, 2025 (date) — Filing date
- Nevada (jurisdiction) — State of incorporation
- 1199 Lancaster Ave, Suite 107 Berwyn, Pennsylvania 19312 (address) — Principal executive offices
FAQ
What type of material definitive agreement did Chilean Cobalt Corp. enter into?
The filing does not specify the nature of the material definitive agreement, only that one was entered into on January 15, 2025.
What were the terms of the unregistered sales of equity securities?
The filing mentions unregistered sales of equity securities but does not provide specific details on the terms, amounts, or pricing.
What financial statements and exhibits were filed?
The filing indicates that financial statements and exhibits were included, but their specific content is not detailed in the provided text.
When was the earliest event reported in this 8-K filing?
The earliest event reported was on January 15, 2025.
Where are Chilean Cobalt Corp.'s principal executive offices located?
The principal executive offices are located at 1199 Lancaster Ave, Suite 107, Berwyn, Pennsylvania 19312.
Filing Stats: 936 words · 4 min read · ~3 pages · Grade level 10.9 · Accepted 2025-01-22 13:05:11
Key Financial Figures
- $0 — Convertible Preferred Stock, par value $0.0001, at a price of $0.45 per share (th
- $0.45 — Stock, par value $0.0001, at a price of $0.45 per share (the "Shares") for an aggrega
- $224,014.50 — es") for an aggregate purchase price of $224,014.50 (such agreements, the "Stock Purchase A
- $1,000,001.25 — hare for an aggregate purchase price of $1,000,001.25. All shares of Series B Convertible Pre
Filing Documents
- chilean_8k.htm (8-K) — 31KB
- chilean_ex1001.htm (EX-10.1) — 189KB
- 0001683168-25-000474.txt ( ) — 430KB
- none-20250115.xsd (EX-101.SCH) — 3KB
- none-20250115_lab.xml (EX-101.LAB) — 33KB
- none-20250115_pre.xml (EX-101.PRE) — 24KB
- chilean_8k_htm.xml (XML) — 3KB
01
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.
02
Item 3.02 Unregistered Sales of Equity Securities. On January 15, 2025 and January 17, 2025, Chilean Cobalt Corp., a Nevada corporation (the "Company") entered into certain stock purchase agreements with certain investors, pursuant to which such investors purchased an aggregate of 497,810 shares of the Company's Series B Convertible Preferred Stock, par value $0.0001, at a price of $0.45 per share (the "Shares") for an aggregate purchase price of $224,014.50 (such agreements, the "Stock Purchase Agreements"). When combined with the stock purchase agreements previously disclosed in the Current Reports under cover of Forms 8-K filed on January 3, 2025 and January 16, 2025, this closed the investment round (the "Series B Financing") with an overall issuance of 2,222,225 shares of the Company's Series B Convertible Preferred Stock, par value $0.0001, at a price of $0.45 per share for an aggregate purchase price of $1,000,001.25. All shares of Series B Convertible Preferred Stock issued in connection with the Series B Financing are subject to the terms and conditions set forth in the Amended and Restated Series B Certificate (as defined in Item 3.03 of the Form 8-K filed on January 3, 2025). The holders of the Series B Convertible Preferred Stock (the "Series B Holders") are protected from dilution in the issuance of any other form of security issued at less than $0.45 per share on a split-adjusted basis. In addition, if any Major Exempt Issuance occurs (i.e., an otherwise exempt issuance but one that is comprised of more than 10% in aggregate of both the then outstanding Common Stock and "as if" converted Series B Convertible Preferred Stock) the Series B Holders are entitled to warrants that if exercised to Common Stock, such holders would hold the same percentage of Common Stock on a fully diluted and exercised basis following the Major Exempt Issuance, unless a majority of the holders waive this privilege. Further, if the Company issues a new class of preferred
Financial Statements and Exhibits
Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Form of Series B Convertible Preferred Stock Purchase Agreement 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 22, 2025 By: /s/ Duncan T. Blount Name: Duncan T. Blount Title: Chief Executive Officer 3