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”) approved a reverse stock split of the Company’s issued and outstanding shares of common stock at a ratio of 1-for-750 On December 20, 2022, the Company made the appropriate filings with the Secretary of State of the State of Nevada (“SOS”) that were intended to effect the Originally Intended Reverse Stock Split (the “Original Articles Amendment”). In April 2023, the Board determined that due to an error, the Original Articles Amendment was a nullity and 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 On April 21, 2023, the Board authorized and approved the necessary documents and filings with the SOS to decrease the number 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 5,333,334 4,000,000,000 Further, the Board determined that it was advisable and in the best interests of the Company to amend and restate the Company’s articles of incorporation to decrease the number of shares of authorized common stock to two hundred million ( 200,000,000 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 a Certificate of Withdrawal of Designation of the Series C Convertible Preferred which were effective as of May 25, 2023. As of December 31, 2023 and September 30, 2024, the Company had 200,000,000 0.001 Series A Preferred Stock On December 18, 2012, the Company filed with the SOS 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. The one outstanding share of our Series A Stock has been held by our Chief Executive Officer and Chairman, Mr. Marc Fogassa since December 18, 2012, a period greater than 11 years. ATLAS LITHIUM CORPORATION NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 5 – STOCKHOLDERS’ EQUITY (CONTINUED) Series D Preferred Stock On September 16, 2021, the Company filed with the SOS 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. There were no shares of Series D Stock outstanding as of September 30, 2024 or December 31, 2023. Nine Months Ended September 30, 2023 Transactions 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 SEC and declared effective on January 9, 2023 (the “Registration Statement”). The consummation of the Offering took place on January 12, 2023 (the “Closing”). 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 ATLAS LITHIUM CORPORATION NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 5 – STOCKHOLDERS’ EQUITY On January 30, 2023, we 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 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 Nine Months Ended September 30, 2024 Transactions During the nine months ended September 30, 2024, the Company issued 2,494,211 1,871,250 30,000,000 622,961 Common Stock Options During the nine months ended September 30, 2024 and 2023, the Company granted options to purchase common stock to officers, consultants and non-management 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, 2024 September 30, 2023 Expected volatility 90.41 136.11 % 103.60 104.80 % Risk-free interest rate 3.78 4.79 % 3.40 3.82 % Stock price on date of grant $ 31.28 31.28 $ 7.22 19.75 Dividend yield 0.00 % 0.00 % Expected term 1 5 1.5 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, 2024 and 2023 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, 2024 50,667 $ 15.9474 2.40 $ 776,864 Issued (1) 429,996 0.0077 Expired and cancelled (2) (40,000 ) 20.00 Outstanding and vested, September 30, 2024 440,663 $ 0.0256 8.49 $ 2,985,208 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 $ 0.1219 1.55 $ 1,228,922 Issued (3) 80,000 13.50 Exercised (4) (16,000 ) 0.75 Outstanding and vested, September 30, 2023 242,672 $ 4.4907 1.19 $ 6,338,408 1) In the nine months ended September 30, 2024, 429,996 13,447,502 2) In the nine months ended September 30, 2024, 40,000 3) In the nine months ended September 30, 2023, 80,000 446,726 4) In the nine months ended September 30, 2023, common stock option holders exercised a total 16,000 0.75 15,458 542 15,458 During three and nine months ended September 30, 2024, the Company recorded $ 3,389,507 10,094,837 nil 446,726 Series D Preferred Stock Options As of and for the nine months ended September 30, 2024, the Company had no Series D preferred stock options outstanding and no shares of Series D Stock outstanding. During the nine months ended September 30, 2023, the Company granted options to purchase series D stock to two of the Company’s directors. All Series D preferred stock options vested immediately at the grant date and were exercisable for a period of ten years from the date of issuance. 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 Expected volatility 137.50 154.32 % Risk-free interest rate 3.42 4.19 % Stock price on date of grant $ 7.00 38.89 Dividend yield 0.00 % Illiquidity discount 75 % Expected term 5 ATLAS LITHIUM CORPORATION NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 5 – STOCKHOLDERS’ EQUITY (CONTINUED) Changes in Series D preferred stock options for the nine months ended September 30, 2023 were as follows: SCHEDULE OF PREFERRED STOCK Number of Options Outstanding and Vested Weighted Average Exercise Price (1) Remaining Contractual Life (Years) Aggregated Intrinsic Value Outstanding and vested, January 1, 2023 72,000 $ 0.10 8.94 $ 6,712,800 Issued (2) 27,000 0.10 Outstanding and vested, September 30, 2023 99,000 $ 0.10 8.69 $ 42,435,467 (1) Represents the exercise price required to purchase one share of Series D Stock, which is convertible into 13 and 1/3 shares (2) In the nine months ended September 30, 2023, 27,000 1,735,792 During the three and nine months ended September 30, 2024, the Company recorded $ nil nil 732,309 1,735,792 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, 2024, the Company did not issue any common stock purchase warrants. During the nine months ended September 30, 2023, the Company issued common stock purchase warrants to investors, finders and brokers in connection with the Company’s equity financings. All warrants vest within 180 days from issuance and are exercisable for a period of one to five years from the date of issuance. 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, 2023 Expected volatility 101.39 127.17 % Risk-free interest rate 3.43 3.83 % Stock price on date of grant $ 8.10 20.28 Dividend yield 0.00 % Expected term 1.5 5 Changes in common stock purchase warrants for the nine months ended September 30, 2024 and September 30, 2023 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, 2024 55,761 $ 10.6087 1.34 $ 1,152,654 Warrants issued (3) 241,447 $ 8.5677 Warrants exercised (1) (6,667 ) $ 7.50 Warrants expired (2) (13,378 ) $ 15.6517 Outstanding and vested, September 30, 2024 35,716 $ 9.30 0.62 $ - 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 (3) 241,447 $ 8.5677 Warrants exercised (4) (439,105 ) $ 7.6609 Outstanding and vested, September 30, 2023 124,101 $ 11.5401 0.8433 $ 2,366,580 1) During the nine months ended September 30, 2024, warrant holders exercised a total 6,667 1,376 7.50 5,291 1,376 2) During the nine months ended September 30, 2024, 13,378 3) The warrants issued in the nine months ended September 30, 2023 had a total grant date fair value of $ 2,158,116 4) During the nine months ended September 30, 2023, warrant holders exercised a total 439,105 380,314 5.1085 8.3325 981,542 58,791 380,314 ATLAS LITHIUM CORPORATION NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 5 – STOCKHOLDERS’ EQUITY (CONTINUED) During the three and nine months ended September 30, 2024, the Company recorded the following as a result of the common stock purchase warrant activity: (i) $ nil nil 1,961,661 1,961,661 nil nil 48,607 196,455 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, 2024 and September 30, 2023 were as follows: SCHEDULE OF CHANGE IN RESTRICTED STOCK UNITS Number of Outstanding at January 1, 2024 1,040,017 Granted (1) 458,653 Vested (2) (622,961 ) Forfeited (3) (371,709 ) Expired or cancelled (4) (60,000 ) Outstanding at September 30, 2024 444,000 Number of Outstanding at January 1, 2023 - Granted (5) 1,229,812 Vested (6) (179,262 ) Outstanding at September 30, 2023 1,050,550 1) In the nine months ended September 30, 2024, 458,653 5,025,195 11.36 69,980 388,673 2) In the nine months ended September 30, 2024, 622,961 622,961 3) In the nine months ended September 30, 2024, 371,709 4) In the nine months ended September 30, 2024, 60,000 5) In the nine months ended September 30, 2023, 1,136,793 23,508,431 20.68 405,212 124,600 623,000 77,000 500 2 6) In the nine months ended September 30, 2023, 179,262 179,262 During the three and nine months ended September 30, 2024, the Company recorded $ 1,609,665 6,728,827 688,953 1,237,507 444,000 10,000 924,364 115,653 Other stock incentives measured at fair value through profit or loss As of September 30, 2024, the Company had certain other outstanding obligations to issue shares of the Company’s common stock in case some markets 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, 2024, the Company recognized a $ 89,652 152,580 513,757 127,535 ATLAS LITHIUM CORPORATION NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |