Subsequent Events |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | Note 20: Subsequent Events The Company has evaluated subsequent events through June 19, 2026, as detailed below. Conversion of Series B Preferred Stock As of the date of this filing, 3,600 shares of Series B Preferred Stock were converted into 1,621,129 shares of Common Stock at a conversion price range of $0.8255 - $3.09 per share. SLR Business Credit Notice of Default On April 17, 2026, SLR notified Lyneer Staffing Solutions, LLC (“Lyneer”) of certain Events of Default as a result of (a) the occurrence of Events of Default described in the below-described letter from SPP to Atlantic dated March 30, 2026, and (b) Lyneer making certain payments to or for the benefit of Atlantic. Preferred Stock Dividend Rate Adjustment As set forth in the Certificate of Designations, if for any five consecutive Trading Days, the closing price of the Company’s Common Stock is less than the Floor Price in effect at the time, the dividend rate, calculated as a percentage of the Series B Preferred Stock’s Stated Value will increase from 5% per annum to 18% per annum. On April 21, 2026, the dividend rate increased to 18% per annum as the necessary requirements to trigger this increase were met. Refinancing of Factoring Agreements On April 29, 2026, the Company entered into a new factoring agreement which refinanced the then outstanding balances of its October 2025 factoring agreements into a new factoring agreement, resulting in cash proceeds of $1,039,500 to the Company, net of $32,944 in origination fees. On the same date, the Company also entered into an additional factoring agreement. The two new agreements allow for the factoring of $4,118,011 of receivables. The weekly payments are $80,905 and the imputed interest rate ranges from 47.10% - 45.67%. These agreements were made without recourse and also allow for a discounted repurchase price if the Company pays the cash proceeds back early. SPP Litigation Updates Atlantic Corp, Lyneer Investments LLC, Lyneer Holdings, Inc. and Lyneer Staffing Solutions v. SPP Credit SPP Credit Advisors LLC. As previously reported in our Form 10-K for the year ended December 31, 2025, on April 2, 2026, Atlantic and Lyneer commenced a lawsuit in the Supreme Court of the State of New York, Count of New York (Civil Index No. 154264/2026) against SPP. At the same time, Atlantic was seeking a preliminary injunction with an Order to Show Cause and Temporary Restraining Order. Atlantic was seeking a preliminary injunction enjoining SPP from continuing to proceed as if the outstanding indebtedness owed under the loan at issue had not been satisfied. On April 29, 2026, the Court denied Atlantic’s request for relief and set a trial date on the preliminary injunction for June 23, 2026. The parties are currently in settlement discussions. SPP Credit Advisors LLC and Rick Arrowsmith v. Atlantic International Corp et al. In the Court of Chancery of The State of Delaware (Case No. 2026-0448-JTL) As previously reported in our Form 10-K for December 31, 2025, on April 2, 2026, Rick Arrowsmith, on behalf of SPP, and in response to the Company’s and its Lyneer Subsidiaries’ commencement on the same day of a lawsuit against SPP, commenced a lawsuit in the Court of Chancery of the State of Delaware against the Company, its’ officers and former officers, based on the unfounded alleged events of default, the plaintiff, appointed by SPP to take managerial control of the Lyneer subsidiaries. The plaintiff is seeking declaratory relief that he was able to remove all officers of the Company and is entitled to declaratory, preliminary and permanent injunctive relief to take control of the Company. On April 27, 2026, the Court entered a Status Quo Order (the “Order”). The Order controls the governance and management of the Lyneer Subsidiaries pending (a) a final disposition of the matter, or (b) an order that expressly modifies or supersedes the Order. The Order requires Lyneer to operate in the ordinary course of business (as defined) and to provide Mr. Arrowsmith with certain current financial statements as reasonably requested. SPP Lyneer Term Note Default Notice On March 30, 2026, SPP notified Atlantic and Lyneer that certain events of default have occurred and are continuing under the Financing Agreement. SPP asserted that the events of default related to our failure to satisfy certain financial and non-financial covenants under the Financing Agreement of the Term Note By letter dated April 30, 2026, SPP notified Atlantic and Lyneer that certain additional Events of Default had occurred, specifically as a result of (i) various Events of Default set forth in a statement from SLR to Lyneer Staffing dated April 17, 2026 (the “SLR Default”) as described below, and (ii) Certain payments made to or for the benefit of Atlantic. SPP has attempted to exercise its pledge and has sought to try to replace the management of Lyneer. The company believes it has meritorious defense to the claims of SPP and, as described above, has commenced a lawsuit to contest SPP’s actions. SPP Credit Agreement Default Notice Simultaneously with the default letter under the Financing Agreement as described above, SPP notified the Company of certain events of default under (a) the Credit Agreement, dated June 18, 2024, and (b) the Pledge and Security Agreement dated as of June 18, 2024. By letter dated April 30, 2026, SPP notified Atlantic and Lyneer of certain additional Events of Default, specifically, as a result of (i) various Events of Default described in the above-described SLR Letter, (ii) various Events of Default described in the Default Notice dated March 30, 2026 from SPP to Lyneer, and (iii) permitting a subsidiary of Atlantic to make certain payments to or for the benefit of Atlantic. The Company believes it has meritorious defenses to the claims of SPP and, as described above, has commenced a lawsuit to contest SPP’s actions. Employers Personnel, LCC On May 4, 2026, Employers Personnel, LLC ("EP"), the Company's professional employer organization ("PEO") provider for Lyneer, delivered a notice alleging that Lyneer was in material default under the parties' Professional Employee Services Agreement.. EP claimed the outstanding balance owed totaled approximately $37.4 million, which includes over $6.4 million in recent unpaid payroll funding advances, payroll taxes, fees and workers' compensation premiums. Despite the alleged default, EP continued to provide payroll funding and maintain workers' compensation coverage for Lyneer's employees while the parties negotiated a resolution. On May 4, 2026, the Company entered into a Common Stock Purchase Warrant Agreement (“CS Purchase Warrant Agreement”) with EP. The warrants are to satisfy an outstanding payable of $4.1 million. Pursuant to the agreement, EP has the option, at any time from May 15, 2026 through January 31, 2031, to elect to settle all or a portion of the repayment amount by requiring the Company to issue shares of its common stock having an aggregate value equal to the amount designated for settlement, based on the quoted closing market price of the Company's common stock on the applicable settlement date. On May 11, 2026, EP withdrew the notice of default after the parties entered into the CS Purchase Warrant Agreement. As of the filing date, EP continues to provide payroll funding and workers' compensation coverage under the Professional Employee Services Agreement. While the notice of default was withdrawn, the agreement contains provisions that permit EP to terminate the agreement and/or discontinue payroll funding and related services upon the occurrence of certain events of default, including payment defaults. Management continues to work collaboratively with EP and currently expects the relationship to continue in the ordinary course of business. Delisting Notice On May 29, 2026, the Company received a notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”), due to the delayed filing of its Quarterly Report on Form 10-Q for the period ended March 31, 2026 (the “Form 10-Q”) with the U.S. Securities and Exchange Commission (the “SEC”). The Rule requires Nasdaq-listed companies to timely file all required periodic financial reports with the SEC. The Company believes that the filing of the current Form-10-Q cures the rule deficiency. Circle8 Swisslinx litigations In May 2026, the parties reached an in-court settlement, whereby the sellers' claim of in total Fr.20,100,000 ($23,100,000 as of March 31, 2026) was reduced to Fr.10,100,000 (approximately $12,600,000 as of March 31, 2026). The parties are currently in the process of finalizing the settlement.
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