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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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.
| 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.
| Item 9.01 | 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 | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
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 | |
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