false 0001727255 0001727255 2025-07-18 2025-07-18 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): July 18, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Resignation as Director by Geraldine Barnuevo

 

On July 18, 2025, Geraldine Barnuevo (“Ms. Barnuevo”), member of the board of directors (the “Board”) of Chilean Cobalt Corp. (the “Company”), member of the Environmental, Social and Governance Committee and member of the Audit Committee, tendered her immediate resignation as director. Ms. Barnuevo had no disagreements with the Board or the Company and resigned due to personal commitments and academic opportunities. Ms. Barnuevo served on the Board since July 2023, remains committed to the continued success of the Company and intends to support a smooth transition.

 

Item 7.01 Regulation FD Disclosure.

 

On July 24, 2025 the Company issued a press release regarding the resignation of Ms. Barnuevo along with other Company news.  The press release is attached hereto as Exhibit 99.1 and incorporated herein by this reference.

 

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.

 

Exhibit

Number

  Description
99.1   Chilean Cobalt Corp. July 24, 2025 press release (furnished herewith).
     
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: July 24, 2025 By: /s/ Duncan T. Blount
  Name: Duncan T. Blount
  Title: Chief Executive Officer

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 3