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STOCKHOLDERS’ EQUITY
 6 Months Ended
Jun. 30, 2025
Equity [Abstract]  
STOCKHOLDERS’ EQUITY

NOTE 5 – STOCKHOLDERS’ EQUITY

 

Authorized Stock

 

As of December 31, 2024 and June 30, 2025, the Company had 200,000,000 authorized shares of common stock, with a par value of $0.001 per share.

 

On November 22, 2024, we entered into an At the Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”) with respect to an at the market offering program, under which we may, from time to time in our sole discretion, issue and sell through Wainwright, acting as agent, up to $25.0 million of shares of our common stock. The issuance and sale of our common stock under the ATM Agreement are made pursuant to a prospectus supplement, dated November 22, 2024, to our registration statement on Form S-3, filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 25, 2023, which was declared effective on September 18, 2023.

 

During the three and six months ended June 30, 2025, we sold 1,298,751 and 2,468,502 shares, respectively, under the ATM Agreement, generating net proceeds of $5.2 million and $11.9 million, after deducting commissions and fees.

 

Series A Preferred Stock

 

On December 18, 2012, we filed with the SOS a Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock (the “Series A Preferred Stock”) to designate one share of a new series of preferred stock. The Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock provides that for so long as Series A Preferred Stock is issued and outstanding, the holders of Series A Preferred Stock shall vote together as a single class with the holders of our common stock, with the holders of Series A Preferred Stock being entitled to 51% of the total votes on all such matters regardless of the actual number of shares of Series A Preferred Stock then outstanding, and the holders of common stock are entitled to their proportional share of the remaining 49% of the total votes based on their respective voting power. The one outstanding share of our Series A Preferred Stock has been held by our Chief Executive Officer and Chairman, Mr. Fogassa since December 18, 2012.

 

 

ATLAS LITHIUM CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 5 – STOCKHOLDERS’ EQUITY (CONTINUED)

 

Six Months Ended June 30, 2024 Transactions

 

During the six months ended June 30, 2024, the Company issued 2,061,111 new shares of Common Stock, including (i) 1,871,250 shares issued to an accredited investor for gross proceeds of $30,000,000 pursuant to a March 28, 2024 subscription agreement with Mitsui & Co., Ltd. (“Mitsui”), and (ii) 189,861 shares issued to consultants, officers and directors upon vesting of restricted stock units.

 

Six Months Ended June 30, 2025 Transactions

 

During the six months ended June 30, 2025, the Company issued an aggregate of 2,827,544 shares of its Common Stock, as follows:

 

Nature   Shares
Shares issued in connection with stock-based compensation     359,042  
Sales of common stock (ATM process)     2,468,502 (*)
Total     2,827,544  

 

(*) 2,468,502 shares of Common Stock were sold through the ATM Agreement for proceeds of $11.9 million, net of commissions and fees.

 

Common Stock Options

 

During the six months ended June 30, 2025 and 2024, the Company granted options to purchase Common Stock to officers and directors. The options were valued using the Black-Scholes option pricing model with the following ranges of assumptions:

 

    June 30, 2025     June 30, 2024  
Expected volatility     84,01% – 84.01 %     90.41% – 136.11 %
Risk-free interest rate     4.57% - 4.57 %     3.78% – 4.79 %
Stock price on date of grant   $ 6.97 – $6.97     $ 31.28 – $31.28  
Dividend yield     0.00 %     0.00 %
Expected term     1 year       1 to 5 years  

 

 

ATLAS LITHIUM CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 5 – STOCKHOLDERS’ EQUITY (CONTINUED)

 

Changes in common stock options for the six months ended June 30, 2025 and 2024 were as follows:

 

   Number of Options Outstanding and Vested   Weighted Average Exercise Price   Remaining Contractual Life (Years)   Aggregated Intrinsic Value 
Outstanding and vested, January 1, 2025   40,667   $0.2041    3.44   $249,122 
Issued (1)   439,996    0.0077           
Outstanding and vested, June 30, 2025   480,663   $0.0243    4.88    1,804,206 

 

   Number of Options Outstanding and Vested   Weighted Average Exercise Price   Remaining Contractual Life (Years)   Aggregated Intrinsic Value 
Outstanding and vested, January 1, 2024   50,667   $15.9474    2.40   $776,864 
Issued (2)   429,996    0.0077           
Outstanding and vested, June 30, 2024   480,664   $1.6879    8.16   $4,562,782 

 

1) In the six months ended June 30, 2025, 439,996 common stock options were issued with a grant date fair value of $3,066,772.
2) In the six months ended June 30, 2024, 429,996 common stock options were issued with a grant date fair value of $13,447,502.

 

During three and six months ended June 30, 2025, the Company recorded $766,693 and $1,570,740 in stock-based compensation expense from common stock options in the condensed consolidated statements of operations and comprehensive loss ($3,352,664 and $6,668,487, during the three and six months ended June 30, 2024).

 

Common Stock Purchase Warrants

 

Common stock purchase warrants are accounted for as equity in accordance with ASC 480, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity.

 

During the six months ended June 30, 2025, the Company issued common stock purchase warrants to certain investors in connection with the Company’s equity financings. The common stock purchase warrants were valued using the Black-Scholes option pricing model with the following ranges of assumptions:

 

    June 30, 2025  
Expected volatility     85.43% - 85.43%  
Risk-free interest rate     4.54% - 4.54%  
Stock price on date of grant   $ 6.45 - $6.45  
Dividend yield     0.00%  
Expected term     2 years  

 

Changes in common stock purchase warrants for the six months ended June 30, 2025 were as follows:

 

   Number of Warrants Outstanding and Vested   Weighted Average Exercise Price   Weighted Average Contractual Life (Years)   Aggregated Intrinsic Value 
Outstanding and vested, January 1, 2025   16,668   $10.4999    0.79   $- 
Warrants Issued (1)   75,000   $8.1250           
Outstanding and vested, June 30, 2025   91,668   $8.5568    1.84   $- 

 

1) The warrants issued in the Six months ended June 30, 2025 had a total grant date fair value of $200,981.

 

During the six months ended June 30, 2024, the Company did not issue any common stock purchase warrants.

 

 

ATLAS LITHIUM CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 5 – STOCKHOLDERS’ EQUITY (CONTINUED)

 

During the three and six months ended June 30, 2025, the Company recorded the following as a result of the common stock purchase warrant activity: $200,981 and $nil in stock-based compensation expense in the condensed consolidated statements of operations and comprehensive loss ($nil and $nil, during the three and six months ended June 30, 2024)

 

Restricted Stock Units (“RSUs”)

 

Restricted stock units (“RSUs”) are granted by the Company to its officers, consultants and directors of the Company as a form of stock-based compensation. The RSUs are granted with varying immediate-vesting, time-vesting, performance-vesting, and market-vesting conditions as tailored to each recipient. Each RSU represents the right to receive one share of the Company’s common stock immediately upon vesting.

 

Changes in RSUs for the six months ended June 30, 2025 and June 30, 2024 were as follows:

 

   Number of
RSUs Outstanding		 
Outstanding at January 1, 2025   572,476 
Granted (1)   351,042 
Vested (2)   (379,042)
Forfeited (3)   (8,750)
Outstanding at June 30, 2025   535,726 

 

    Number of
RSUs Outstanding		  
Outstanding at January 1, 2024   1,040,017  
Granted (4)     45,306  
Vested (5)     (188,461 )
Expired or cancelled (6)     (10,000 )
Outstanding at June 30, 2024     886,862  

 

1) In the six months ended June 30, 2025, 351,042 RSUs were granted to officers and consultants of the Company, with a total grant date fair value of $1,915,753 as measured at an average $5.46/share trailing to the date the RSU was granted, as follows: (i) 326,042 RSUs which immediately vested upon grant and (ii) 25,000 RSUs with time-based vesting of four years.
2) In the six months ended June 30, 2025, 379,042 RSUs vested and were settled through the issuance of 379,042 shares of common stock.
3) In the six months ended June 30, 2025, 8,750 RSUs were forfeited upon termination of employment and service agreements with former executives and consultants of the Company.
4) 45,306 RSUs were granted to officers and consultants of the Company, with a total grant date fair value of $895,236 as measured at $19.76 per share using the Company’s 20-day volume weighted average price trailing to the date the RSU was granted, as follows: (i) 27,980 RSUs which immediately vested upon grant and (ii) 17,326 RSUs with time-based vesting in equal monthly installments over six months.
5) 188,461 RSUs vested and were settled through the issuance of 188,461 shares of common stock.
6) 10,000 RSUs were cancelled without vesting because the performance conditions for vesting were not met.

 

During the three and six months ended June 30, 2025, the Company recorded $492,565 and $3,389,533 in stock-based compensation expense from the Company’s RSU activity in the period ($2,210,613 and $5,102,316 during the three and six months ended June 30, 2024).

 

Other stock incentives measured at fair value through profit or loss

 

As of June 30, 2025, the Company had certain other outstanding obligations to issue shares of the Company’s common stock in the event certain market conditions are met pursuant to an officer’s employment agreement, as further disclosed in the ‘Derivative liabilities’ section above. These were designated as liability-classified awards and are measured at fair value through profit or loss. As of June 30, 2025, the Company recognized a $11,350 derivative liability and would have been obligated to issue 188,035 shares of common stock pursuant to these other stock incentives had the conditions of such stock incentives been met As of December 31, 2024, we recognized a $121,512 derivative liability and would have been obligated to issue 160,145 shares of common stock pursuant to these other stock incentives had the conditions of such stock incentives been met).

 

 

ATLAS LITHIUM CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS