0001727255 false 0001727255 2023-04-12 2023-04-12 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): April 12, 2023

 

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: 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 3.02 Unregistered Sale of Securities.
   

 

On April 12, 2023, Chilean Cobalt Corp., a Nevada corporation (“the “Company) entered into securities purchase agreements with fifteen (15) accredited investors for the purchase and sale of, subject to customary closing conditions, an aggregate of 1,428,572 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at a price of $0.77 per share of Common Stock, for total aggregate proceeds of $1,100,000.44 (the “Private Placement”). The closing of the Private Placement occurred on April 12, 2023. The Company did not use a placement agent for the Private Placement. The Company intends to use the proceeds of the Private Placement for progressing the phase 1 exploration plan, consideration of strategic acquisitions and working capital for operations.

 

The Common Stock will be issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act, and Rule 506(c) of Regulation D thereunder.

 

 

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: April 18, 2023 By: /s/ Duncan T. Blount
  Name:  Duncan T. Blount
  Title: Chief Executive Officer