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STOCKHOLDERS’ EQUITY | 9 Months Ended
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Sep. 30, 2025
Equity [Abstract] |
STOCKHOLDERS’ EQUITY | NOTE 5 – STOCKHOLDERS’ EQUITY Authorized Stock As of December 31, 2024 and September 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 shares of our common stock through Wainwright, acting as agent. 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. During the three and nine months ended September 30, 2025, we sold 2,128,714 and 4,597,216 shares of our common stock, respectively, under the ATM Agreement and the 2023 Form S-3, generating net proceeds of $11.3 million and $23.6 million, respectively, before deducting commissions and fees. 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, of which $25 million may be sold under the ATM Agreement pursuant to the sales agreement prospectus contained in the 2025 Form S-3. During the three months ended September, 2025, we sold 787,652 shares of our common stock pursuant to the ATM Agreement and the 2025 Form S-3, generating net proceeds of $3.8 million before deducting 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) Nine Months Ended September 30, 2024 Transactions During the nine months ended September 30, 2024, the Company issued 2,494,211 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) 622,961 shares issued to consultants, officers and directors upon vesting of restricted stock units. Nine Months Ended September 30, 2025 Transactions During the nine months ended September 30, 2025, the Company issued an aggregate of 5,781,636 shares of its common stock, as follows: SUMMARY OF AGGREGATE COMMON STOCK SHARES ISSUED
Nature |  | Shares |
Shares issued in connection with stock-based compensation |  |  | 396,768 |
Sales of common stock pursuant to the ATM Agreement |  |  | 5,384,868 | (*)
Total |  |  | 5,781,636 |
(*) | 5,384,868 shares of common stock were sold pursuant to the ATM Agreement for aggregate proceeds of $26.6 million, net of commissions and fees.
Common Stock Options During the nine months ended September 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: SCHEDULE OF BLACK-SCHOLES OPTION PRICING MODEL
|  | September 30, 2025 |  |  | September 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 nine months ended September 30, 2025 and 2024 were as follows: SCHEDULE OF COMMON STOCK OUTSTANDING
|  | 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, September 30, 2025 |  |  | 480,663 |  |  | $ | 0.0243 |  |  |  | 4.88 |  |  | $ | 2,276,256 |
|  | 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 |  |  |  |  |  |  |  |  |
Expired and cancelled (3) |  |  | (40,000 | ) |  |  | 20.00 |  |  |  |  |  |  |  |  |
Outstanding and vested, September 30, 2024 |  |  | 440,663 |  |  | $ | 0.0256 |  |  |  | 8.49 |  |  | $ | 2,985,208 |
1) | In the nine months ended September 30, 2025, 439,996 common stock options were issued with a grant date fair value of $3,066,772.
2) | In the nine months ended September 30, 2024, 429,996 common stock options were issued with a grant date fair value of $13,447,502.
3) | In the nine months ended September 30, 2024, 40,000 common stock options were cancelled upon expiry.
During three and nine months ended September 30, 2025, the Company recorded $766,693 and $2,337,433 in stock-based compensation expense from common stock options in the condensed consolidated statements of operations and comprehensive loss ($3,389,507 and $10,094,837, during the three and nine months ended September 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 nine months ended September 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: SCHEDULE OF WARRANT ASSUMPTION
|  | September 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 nine months ended September 30, 2025 were as follows: SCHEDULE OF WARRANT ACTIVITY
|  | 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 |  |  |  |  |  |  |  |  |  |
Expired |  |  | (6,667 | ) |  |  | 15.000 |  |  |  |  |  |  |  |  |  |
Outstanding and vested, September 30, 2025 |  |  | 85,001 |  |  | $ | 9.2280 |  |  |  |  | 1.95 |  |  | $ | - |
1) | The warrants issued in the nine months ended September 30, 2025 had a total grant date fair value of $200,981.
During the nine months ended September 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 nine months ended September 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 nine months ended September 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 nine months ended September 30, 2025 and September 30, 2024 were as follows: SCHEDULE OF CHANGE IN RESTRICTED STOCK UNITS
|  | Number of RSUs Outstanding |
Outstanding at January 1, 2025 |  |  | 572,476 |
Granted (1) |  |  | 313,903 |
Vested (2) |  |  | (340,403 | )
Forfeited (3) |  |  | (13,750 | )
Outstanding at September 30, 2025 |  |  | 532,226 |
|  | Number of RSUs Outstanding |
Outstanding at January 1, 2024 |  |  | 1,040,017 |
Granted (4) |  |  | 458,653 |
Vested (5) |  |  | (622,961 | )
Expired or cancelled (6) |  |  | (60,000 | )
Forfeiture (7) |  |  | (371,709 | )
Outstanding at September 30, 2024 |  |  | 444,000 |
1) | In the nine months ended September 30, 2025, 313,903 RSUs were granted to officers and consultants of the Company, with a total grant date fair value of $1,684,293 as measured at an average $5.37/share trailing to the date the RSU was granted, as follows: (i) 270,903 RSUs which immediately vested upon grant and (ii) 43,000 RSUs with time-based vesting of four years.
2) | In the nine months ended September 30, 2025, 340,403 RSUs vested and were settled through the issuance of 340,403 shares of common stock.
3) | In the nine months ended September 30, 2025, 13,750 RSUs were forfeited upon termination of employment and service agreements with former executives and consultants of the Company.
4) | In the nine months ended September 30, 2024, 458,653 RSUs were granted to officers and consultants of the Company, with a total grant date fair value of $5,025,195 as measured at $11.36/share using the Company’s 20-day volume weighted average price trailing to the date the RSU was granted, as follows: (i) 69,980 RSUs which immediately vested upon grant and (ii) 388,673 RSUs with time-based vesting over periods ranging from six months to four years.
5) | In the nine months ended September 30, 2024, 622,961 RSUs vested and were settled through the issuance of 622,961 shares of common stock.
6) | In the nine months ended September 30, 2024, 60,000 RSUs were cancelled without vesting because the performance conditions for vesting were not met..
7) | In the nine months ended September 30, 2024, 371,709 RSUs were forfeited upon termination of employment and service agreements with former executives and consultants of the Company.
During the three and nine months ended September 30, 2025, the Company recorded $376,320 and $3,765,853 in stock-based compensation expense from the Company’s RSU activity in the period ($1,609,665 and $6,728,827 during the three and nine months ended September 30, 2024). Other stock incentives measured at fair value through profit or loss As of September 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 September 30, 2025, the Company recognized a $22,199 derivative liability and would have been obligated to issue 214,870 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

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