STOCKHOLDERS’ EQUITY | NOTE 5 – STOCKHOLDERS’ EQUITY Authorized Stock and Amendments On July 18, 2022, the board of directors of the Company (the “Board of Directors” or “Board”) adopted resolutions to effect a reverse stock split of the Company’s issued and outstanding shares of common stock at a ratio of 1-for-750 without affecting the number of shares of authorized common stock (the “Originally Intended Reverse Stock Split”). The holder of the majority voting power of our voting stock (the “Majority Stockholder”) approved the Originally Intended Reverse Stock Split by written consent on July 18, 2022, in lieu of a meeting of stockholders as permitted under the Nevada Revised Statute (“NRS”) Section 78.320(2) and the company’s bylaws, as then amended (the “Bylaws”). For additional information on the Originally Intended Reverse Stock Split, refer to the Definitive Information Statement filed by the Company with the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) on July 29, 2022 (the “2022 Information Statement”) and the Form 8-K filed by the Company with the Commission on December 22, 2022, both available on EDGAR at www.sec.gov. On December 20, 2022, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada (“SOS”) that was intended to effect the Originally Intended Reverse Stock Split (the “Original Articles Amendment”). In April 2023, the Board of Directors determined (i) that the Original Articles Amendment inaccurately stated that the Originally Intended Reverse Stock Split was obtained by a stockholder vote under NRS 78.390, while approval of the stockholders was required under NRS 78.2055, with the holders of common stock voting as a separate class; and (ii) that the Original Articles Amendment was a nullity in that, under Nevada law, filing an amendment to articles of incorporation is not necessary to effectuate a reverse stock split. As a result, the Board of Directors determined that it would be in the best interest of the Company to take corrective action to remedy the inaccuracy and to file the documents that would have been necessary to effectuate a 1-for-750 Pursuant to the action of the Company’s board of directors by unanimous written consent on April 21, 2023, the board of directors authorized and approved (i) the Certificate of Correction to correct the Original Articles Amendment (the “Certificate of Correction”), and (ii) the Certificate of Change Pursuant to NRS 78.209 (the “Certificate of Change”) including the Certificate of Validation of the Certificate of Change (the “Change Validation Certificate”) in order to decrease the number of shares of the Company’s issued and outstanding shares of common stock and correspondingly decrease the number of authorized shares of common stock, each at a ratio of 1-for-750 To carry out the original intent of the Originally Intended Reverse Stock Split and in light of the correction, ratification and validation of the Rectified Reverse Stock Split as described above, the Company’s Board of Directors and the Majority Stockholder approved on April 21, 2023 the Authorized Capital Increase Amendment to increase the authorized number of shares of common stock from 5,333,334 4,000,000,000 Further, the Board of Directors determined that it was advisable and in the best interests of the Company to amend and restate the Company’s articles of incorporation (as amended to date, the “Current Articles”) to decrease the number of shares of authorized common stock to two hundred million ( 200,000,000 ATLAS LITHIUM CORPORATION NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 5 – STOCKHOLDERS’ EQUITY (CONTINUED) The foregoing corporate actions were disclosed in the Definitive Information Statement on Schedule 14C (the “Information Statement”) filed by the Company with the Commission on May 2, 2023. As also contemplated in the Information Statement, on May 25, 2023, the Company also filed with the SOS a Certificate of Withdrawal of Designation of the Series B Convertible Preferred Stock and the Certificate of Withdrawal of Designation of the Series C Convertible Preferred (collectively, the “Certificates of Withdrawal”). The filings of the Certificates of Withdrawals were effective as of May 25, 2023. As of December 31, 2022, the Company had 4,000,000,000 0.001 the Company’s Majority Stockholder, entitled to 51% of the voting power of the Company’s issued and outstanding voting stock 200,000,000 200,000,000 0.001 Reverse Stock Split In connection with the Originally Intended Reverse Stock Split, as corrected by the Rectified Reverse Stock Split, the Company effectuated as of December 20, 2022 a reverse stock split of our issued and outstanding shares of common stock at a ratio of 1-for-750 (the “Reverse Stock Split”). Following the Reverse Stock Split, each 750 shares of our issued and outstanding shares of common stock were automatically converted into one issued and outstanding share of common stock, without any change in par value per share. Series A Preferred Stock On December 18, 2012, the Company filed with the Nevada Secretary of State a Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock (“Series A 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 Stock is issued and outstanding, the holders of Series A Stock shall vote together as a single class with the holders of the Company’s common stock, with the holders of Series A Stock being entitled to 51% of the total votes on all such matters regardless of the actual number of shares of Series A 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 Series D Preferred Stock On September 16, 2021, the Company filed with the Nevada Secretary of State a Certificate of Designations, Preferences and Rights of Series D Convertible Preferred Stock (“Series D Stock”) to designate 1,000,000 10,000 Giving effect to the Reverse Stock Split discussed above, each share of Series D Stock is effectively convertible into 13 and 1/3 shares of common stock. Holders of the Series D Stock are not entitled to any liquidation preference over the holders of common stock and are entitled to any dividends or distributions declared by the Company on a pro rata basis. Nine Months Ended September 30, 2022, Transactions During the nine months ended September 30, 2022, the Company issued 610,168 2,613,736 116,959 1,000,000 Nine Months Ended September 30, 2023, Transactions On January 9, 2023, the Company, entered into an underwriting agreement (the “Underwriting Agreement”) with EF Hutton, division of Benchmark Investments, LLC, as representative of the underwriters named therein (the “Representative”), pursuant to which the Company agreed to sell an aggregate of 675,000 6.00 101,250 The shares of common stock were offered by the Company pursuant to a registration statement on Form S-1, as amended (File No. 333-262399) filed with the Commission and declared effective on January 9, 2023 (the “Registration Statement”). The consummation of the Offering took place on January 12, 2023 (the “Closing”). ATLAS LITHIUM CORPORATION NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 5 – STOCKHOLDERS’ EQUITY (CONTINUED) In connection with the Closing, the Company issued to the Representative, and/or its permitted designees, as a portion of the underwriting compensation payable to the Representative, warrants to purchase an aggregate of 33,750 5 7.50 125 4,657,500 The Company previously reported it was acquiring five mineral rights totaling 1,090.88 45.77 ● Payment of $ 400,000 ● issuance of $ 750,000 On January 30, 2023, the company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with two investors (the “Investors”), pursuant to which the Company agreed to issue and sell to the Investors in a Regulation S private placement (the “Private Placement”) an aggregate of 640,000 6.25 4,000,000 Additionally, during the nine months ended September 30, 2023, the Company sold an aggregate of 192,817 1,675,797 On May 26, 2023, our CEO and Chairman, Mr. Marc Fogassa, elected to convert 214,006 2,853,413 Private Placement On July 18, 2023, the Company consummated a transaction with four investors, pursuant to which the Company agreed to issue and sell to the Investors in a Regulation S private placement an aggregate of 526,317 0.001 19.00 10,000,023 2023 Stock Incentive Plan On May 25, 2023, the Board approved the 2023 Stock Incentive Plan (the “Plan”) which enables the grant of stock options, stock appreciation rights, restricted stock, performance shares, stock unit awards, other stock-based awards, and performance-based cash awards, each of which may be granted separately or in tandem with other awards. The number of shares of Company’s common stock issuable pursuant to Plan will be equal to 2,000,000 ATLAS LITHIUM CORPORATION NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 5 – STOCKHOLDERS’ EQUITY (CONTINUED) Common Stock Options Changes in common stock options for the nine months ended September 30, 2023 and 2022 were as follows: SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS Number of Options Outstanding and Vested Weighted Average Exercise Price Remaining Contractual Life (Years) Aggregated Intrinsic Value Outstanding and vested, January 1, 2023 178,672 $ 0.012 1.55 $ 1,228,972 Exercised (16,000 ) 0.75 Outstanding and vested, September 30, 2023 162,672 $ 0.0601 0.57 $ 4,969,608 During the nine months ended September 30, 2023, option holders exercised a total 16,000 0.75 542 15,458 Number of Options Outstanding and Vested Weighted Average Exercise Price Remaining Contractual Life (Years) Aggregated Intrinsic Value Outstanding and vested, January 1, 2022 6,546 $ 8.250 2.74 $ 19,675 Issued 174,697 0.1063 Expired (2,571 ) 19.75 Outstanding and vested, September 30, 2022 178,672 $ 0.1219 1.80 $ 1,559,465 The common stock options issued in the nine months ended September 30, 2022 were issued with a grant date fair value of $ 58,685 Series D preferred stock options Options During the nine months ended September 30, 2023 and 2022, the Company granted options to purchase series D stock to directors. The options were valued using the Black-Scholes option pricing model with the following ranges of assumptions: SCHEDULE OF OPTIONS FAIR VALUE ASSUMPTIONS September 30 2023 September 30 2022 Expected volatility 200.03 280.94 % 79.00 206.00 % Risk-free interest rate 3.42 4.19 % 1.51 3.19 % Stock price on date of grant $ 7.0000 38.8900 $ 1.20 7.50 Dividend yield 0.00 % 0.00 % Expected term 5 5 Changes in Series D preferred stock options for the nine months ended September 30, 2023 and 2022 were as follows: Number of Options Outstanding and Vested Weighted Average Exercise Price(1) Remaining Contractual Life (Years) Aggregated Intrinsic Value Outstanding, January 1, 2023 72,000 $ 0.10 8.94 $ 6,712,912 Issued 27,000 0.10 Outstanding and vested, September 30, 2023 99,000 $ 0.10 8.57 $ 40,395,300 Number of Options Outstanding and Vested Weighted Average Exercise Price(1) Remaining Contractual Life (Years) Aggregated Intrinsic Value Outstanding, January 1, 2022 36,000 $ 0.10 9.44 $ 2,732,400 Issued 27,000 0.10 Outstanding and vested, September 30, 2022 63,000 $ 0.10 9.07 $ 7,427,700 (1) Represents the exercise price required to purchase one share of Series D Stock, which is convertible into 13 ATLAS LITHIUM CORPORATION NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 5 – STOCKHOLDERS’ EQUITY (CONTINUED) All Series D preferred stock options vested immediately upon issuance and are exercisable for a period of ten years from the date of issuance. The Series D preferred stock options issued in the nine months ended September 30, 2023 were issued with a total grant date fair value of $ 1,736,227 570,670 Stock Purchase Warrants 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, 2023 and 2022, the Company issued common stock purchase warrants to brokers in connection with the private placement financing. All warrants vest within 180 days from issuance and are exercisable for a period of two to five years from the date of issuance. Changes in stock purchase warrants for the nine months ended September 30, 2023 and 2022 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, 2023 321,759 $ 12.8634 1.30 $ - Warrants issued(1) 234,735 8.1336 Warrants exercised(2) (439,104 ) 7.6609 Outstanding and vested, September 30, 2023 117,390 $ 10.9570 0.73 $ 2,307,065 (1) The warrants issued in the nine months ended September 30, 2023 had a total grant date fair value of $ 2,156,793 8.10 18.00 0.0 196.40 3.43 3.54 5 (2) During the nine months ended September 30, 2023, warrant holders exercised a total 439,104 380,314 5.1085 8.3325 981,541 58,790 380,314 Number of Warrants Outstanding and Vested Weighted Average Exercise Price Weighted Average Contractual Life (Years) Aggregated Intrinsic Value Outstanding and vested, January 1, 2022 406,270 $ 11.4750 1.97 $ - Warrants issued(1) 96,397 6.7639 Warrants exercised(2) (146,113 ) 8.0767 Outstanding and vested, September 30, 2022 321,770 $ 11.5939 1.79 $ 372,990 NOTE 5 – STOCKHOLDERS’ EQUITY (CONTINUED) Common Stock Awards During the nine months ended September 30, 2023, the Company granted 385,626 i. 204,262 ii. 63,764 iii. 97,600 iv. 20,000 These restricted shares become unrestricted immediately upon vesting and were issued with a total grant date fair value of $ 6,922,121 1,338,015 nil As of September 30, 2023, the Company had 181,364 |