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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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).
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| Item 3.03 | Material Modification to Rights of Security Holders. |
On December 31, 2025, based on the auto-conversion provisions of the Certificate of Amendment to Certificate of Designations of Preferences and Rights of Series B Convertible Preferred Stock (the “Amended Series B Certificate”, as previously referenced by Exhibit 3.2 of the Form 8-K filed on January 3, 2025 and again referenced herein), that were effective on December 31, 2025, all 2,407,785 issued and outstanding shares of Series B Convertible Stock were converted to the Company’s common stock, increasing the total of the Company’s common stock issued and outstanding to 56,409,930 shares and decreasing the Series B Convertible Stock issued and outstanding to 0 shares.
As a result of the conversion, holders of the preferred stock ceased to have any rights, preferences, or privileges associated with the preferred stock, including anti-dilution rights, and exchange preferences to issuances that are senior in debt structure or with more favorable conversion terms, and thereafter hold only the rights of holders of the Company’s common stock.
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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 5, 2026 | By: | /s/ Duncan T. Blount |
| Name: | Duncan T. Blount | |
| Title: | Chief Executive Officer | |
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