v3.26.1
STOCKHOLDERS’ EQUITY
 6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
STOCKHOLDERS’ EQUITY

NOTE 5 – STOCKHOLDERS’ EQUITY

 

Authorized Stock

 

As of December 31, 2025 and June 30, 2026, 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 were made pursuant to a prospectus supplement, dated November 22, 2024, to our registration statement on Form S-3, filed with the SEC on August 25, 2023, which was declared effective on September 18, 2023 (the “2023 Form S-3”). Sales under the ATM Agreement and the 2023 Form S-3 were completed in September 2025 upon the sale of an aggregate of $25.0 million of our common stock, representing the maximum amount permitted under the 2023 Form S-3.

 

On August 22, 2025, we filed a registration statement on Form S-3 with the SEC on August 22, 2025, which was declared effective on August 28, 2025 (the “2025 Form S-3”). Following the effectiveness of the 2025 Form S-3, the issuance and sale of additional shares of our common stock pursuant to the ATM Agreement have and will be made under the 2025 Form S-3, including the base prospectus and the sales agreement prospectus contained therein (as each may be supplemented or amended), for so long as the 2025 Form S-3 remains effective. The 2025 Form S-3 permits the sale of up to $75 million of our common stock, preferred stock, or warrants, including an aggregate of up to $40 million pursuant to the ATM Agreement.

 

During the three and six months ended June 30, 2026, we sold 2,042,119 and 2,185,197 shares, respectively, under the ATM Agreement and the 2025 Form S-3, for proceeds of $10.4 million and $11.3 million, respectively, net of commissions and fees.

 

Series A Preferred Stock

 

On December 18, 2012, we filed with the Nevada Secretary of State 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, 2025 Transactions

 

During the six months ended June 30, 2025, the Company issued an aggregate of 2,827,544 shares of 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 2025 Form S-3 and the ATM Agreement for proceeds of $11.9 million, net of commissions and fees.

 

Six Months Ended June 30, 2026 Transactions

 

During the six months ended June 30, 2026, the Company issued an aggregate of 3,094,116 shares of its Common Stock, as follows:

 

Nature  Shares 
Shares issued in connection with stock-based compensation   908,919 
Sales of common stock (ATM process)   2,185,197(*)
Total   3,094,116 

 

(*) 2,185,197 shares of Common Stock were sold through the 2025 Form S-3 and the ATM Agreement for proceeds of $11.3 million, net of commissions and fees.

 

Common Stock Options

 

During the six months ended June 30, 2026 and 2025, 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, 2026   June 30, 2025 
Expected volatility   84.6% -97.43%    84.01% – 84.01%
Risk-free interest rate   4.17% - 4.44%    4.57% – 4.57%
Stock price on date of grant  $4.38 – 4.40    $ 6.97 – $6.97 
Dividend yield   0.00%   0.00%
Expected term   1 years    1 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 2026 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    

-

    

-

 
Exercised   -    -    

-

    

-

 
Forfeited   -    -    

-

    

-

 
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, 2026   70,667   $0.1217    4.10   $290,321 
Issued (2)   454,996    0.0075    -    - 
Exercised     (2,500 )     0.0075       -       -  
Forfeited     (7,500 )     0.0075       -       -  
Outstanding and vested, June 30, 2026   515,663   $0.0232    4.26   1,890,859 

 

(1)In the six months ended June 30, 2025, 439,966 common stock options were issued with a grant date fair value of $3,066,772.
(2)In the six months ended June 30, 2026, 454,996 common stock options were issued with a grant date fair value of $1,993,182.

 

During the three and six months ended June 30, 2026, the Company recorded $503,846 and $985,641 in stock-based compensation expense from common stock options in the condensed consolidated statements of operations and comprehensive loss ($766,693 and $1,570,740, during the three and six months ended June 30, 2025).

 

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, 2026, the Company did not issue common stock purchase warrants. When issued the common stock purchase warrants are valued using the Black-Scholes option pricing model with the following ranges of assumptions:

    June 30, 2026       December 31, 2025  
Expected volatility     n/a       85.43% - 85.43 %
Risk-free interest rate     n/a       4.20% - 4.20 %
Stock price on date of grant   $ n/a     $ 6.45 - 6.45  
Dividend yield     n/a       0% - 0 %
Expected term     n/a       1.99 - 1.99 Years  

 

Changes in common stock purchase warrants for the six months ended June 30, 2026 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, 2026   75,000   $8.1250    2.08   $- 
Warrants Issued   -   $-    -    - 
Outstanding and vested, June 30, 2026   75,000   $8.1250    0.58   $- 

 

 

ATLAS LITHIUM CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 5 – STOCKHOLDERS’ EQUITY (CONTINUED)

 

During the three and six months ended June 30, 2026, the Company did not record any stock-based compensation expense related to common stock purchase warrant activity in the condensed consolidated statements of operations and comprehensive loss (nil and $200,981 during the three and six months ended June 30, 2025)

 

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, 2026 and June 30, 2025 were as follows:

 

   Number of 
   RSUs Outstanding 
Outstanding at January 1, 2026   194,000 
Granted (1)   135,540 
Vested (2)   (27,250)
Forfeited (3)   (40,000)
Outstanding at June 30, 2026   262,290 

 

   Number of
RSUs Outstanding		 
Outstanding at January 1, 2025   572,476 
Granted (4)   351,042 
Vested (5)   (379,042)
Expired or cancelled (6)   (8,750)
Outstanding at June 30, 2025   535,726 

 

(1)In the six months ended June 30, 2026, 135,540 RSUs were granted to officers and consultants of the Company, with a total grant date fair value of $600,300 as measured at an average $4.43/share trailing to the date the RSU all granted with time-based vesting of four years.
(2)In the six months ended June 30, 2026, 27,250 RSUs vested and were settled through the issuance of 27,250 shares of common stock.
(3)In the six months ended June 30, 2026, 40,000 RSUs were forfeited upon termination or amendment of employment and service agreements with former executives and consultants of the Company.
(4)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.
(5)379,042 RSUs vested and were settled through the issuance of 379,042 shares of common stock.
(6)8,750 RSUs were forfeited upon termination of employment and service agreements with former executives and consultants of the Company.

 

During the three six months ended June 30, 2026, the Company recorded $172,186 and $419,403 in stock-based compensation expense from the Company’s RSU activity in the period ($492,565 and $3,389,533 during the three and six months ended June 30, 2025).

 

Other stock incentives measured at fair value through profit or loss

 

As of June 30, 2026, 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, 2026, the Company recognized a $171 derivative liability and would have been obligated to issue 300,310 shares of common stock pursuant to these other stock incentives had the conditions of such stock incentives been met (December 31, 2025: recognized a $15,072 derivative liability relating to 265,685 shares of common stock that the Company would have been obligated to issue had the conditions of the stock incentives been met).

 

 

ATLAS LITHIUM CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS