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): ~~February~~May 2623, 2025

Chase Packaging Corporation

(Exact name of registrant as specified in its charter)

Texas	0-21609	93-1216127
Delaware	0-21609	93-1216127
(State of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

106 West River Road

Rumson, NJ

07760

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (732) 741-1500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ 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))

☐Item ~~Soliciting~~5.02 ~~material~~Departure ~~pursuant~~of toDirectors ~~Rule~~of ~~14a-12~~Certain ~~under~~Officers; ~~the~~Election ~~Exchange~~of ~~Act~~Directors; ~~(17~~Appointment ~~CFR~~of ~~240~~Certain Officers; Compensatory Arrangements of Certain Officers.~~14a-12)~~

☐(d) ~~Pre-commencement~~Effective ~~communications~~May 23, 2025, the Board of Director of Chase Packaging Corporation appointed a new member of the Board, Arthur J. Gajarsa. There was no arrangement or understanding between the new director and any other person pursuant to ~~Rule~~which ~~14d-2(b)~~such ~~under~~director was selected as a director. The new director has not been named to any committees of the ~~Exchange~~Board ~~Act~~of ~~(17~~Directors ~~CFR~~as ~~240~~of the date of this Report.~~14d-2(b))~~ The was no material plan, contract or arrangement to which the new director is a party or in which he participates that was triggered or resulted in any grant or award to the new director as a result of his appointment to the Board of Directors.

☐Arthur ~~Pre-commencement~~J. ~~communications~~Gajarsa, ~~pursuant~~aged to84, ~~Rule~~has ~~13e-4~~been a Jurist in Residence at New Hampshire School of Law since 2012. He was a Director of Supreme Industries, Inc. (c“Supreme”), ~~under~~a manufacturer of specialized truck bodies, from 2012 through 2017; Senior Counsel at the ~~Exchange~~law ~~Act~~firm ~~(17~~of ~~CFR~~Wilmer, ~~240~~Cutler, Pickering, Hale and Dorr from January of 2013 through 2024; Trustee of Rensselaer Polytechnic Institute since 1994, Chairman of the Board of Trustees from 2011 through 2017, Vice Chairman from 1998 to 2010 and presently Chair Emeritus; Director of Georgetown University Board of Directors from 1996 to 2008, and Chairman of the Audit Committee, the Law Committee, and a member of the Executive Committee from 2002 to 2008; and U.~~13e-4(c))~~S. Circuit Judge for the U.S. Court of Appeals for the Federal Circuit from 1997 to 2012. Prior to his judicial appointment, Judge Gajarsa served as Senior Partner of Joseph, Gajarsa, McDermott & Reiner, P.C., and previously served as Special Counsel to the Secretary of the Interior and Commissioner of Indian Affairs. He also worked at the Department of Commerce at the USPTO and worked as a systems analyst at the Department of Defense. Judge Gajarsa provides the Board insight and experience in the areas of legal compliance, corporate mergers and acquisitions, commercial litigation, international trade and intellectual property.

~~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 ☒~~SIGNATURES

IfPursuant anto ~~emerging~~the ~~growth~~requirements ~~company,~~of ~~indicate~~the bySecurities ~~check~~Exchange ~~mark~~Act ifof 1934, the registrant has ~~elected~~duly ~~not~~caused tothis ~~use~~report ~~the~~to ~~extended~~be ~~transition~~signed ~~period~~on ~~for~~its ~~complying~~behalf ~~with~~by ~~any~~the ~~new~~undersigned orhereunto ~~revised~~duly ~~financial accounting standards provided pursuant to Section 13(a) of the Exchange Act~~authorized. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

	CHASE PACKAGING CORPORATION

Date: May 23, 2025	By:	/s/ Ann C.W. Green
		Ann C.W. Green
		Chief Financial Officer

On February 26, 2025, John A. Forbes resigned as a member of our Board of Directors. Mr. Forbes had served as a member of the audit committee of the Board of Directors. He had been determined to be an “audit committee financial expert” under the rules and regulations of the Securities and Exchange Commission and will be replaced as such by Mark C. Neilson. Mr. Forbes’ resignation was not the result of any disagreement with us on any matter relating to our operations, policies or practices, including accounting or financial policies.3

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.

	CHASE PACKAGING CORPORATION
Date: February 27, 2025	By:	/s/ Ann C.W. Green
		Ann C.W. Green
		Chief Financial Officer

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