Form 8-K
8-K — Atlas Lithium Corp
Accession: 0001493152-26-028920
Filed: 2026-06-16
Period: 2026-06-15
CIK: 0001540684
SIC: 1400 (MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS))
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — form8-k.htm (Primary)
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 15, 2026
ATLAS
LITHIUM CORPORATION
(Exact
name of registrant as specified in its charter)
Nevada
001-41552
39-2078861
(State or Other Jurisdiction
(Commission
(I.R.S. Employer
of Incorporation)
File Number)
Identification Number)
1200
N. Federal Hwy, Suite 200
Boca
Raton, Florida 33432
(Address
of principal executive offices, including zip code)
(833)
661-7900
(Registrant’s
telephone number, including area code)
Not
applicable
(Former
address if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title of
Each Class
Trading Symbol(s)
Name of Each
Exchange on Which Registered
Common Stock, $0.001
par value
ATLX
The Nasdaq Capital Market
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Compensation
of Chief Financial Officer
On
June 15, 2026, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”)
of Atlas Lithium Corporation (the “Company”) recommended, and the Board approved, a compensation increase for Tiago Miranda,
the Company’s Chief Financial Officer (Principal Financial and Accounting Officer) and Treasurer. In connection with the compensation
increase, the Company and Mr. Miranda entered into an Amended and Restated Employment Agreement, dated June 15, 2026, which amends and
restates the employment agreement originally entered into between the parties on July 23, 2024, to reflect the compensation increase
(the A&R Employment Agreement”).
Mr.
Miranda’s new compensation, effective immediately, includes (i) an annualized base salary of $360,000 (retroactive to May 29, 2026);
(ii) a cash bonus opportunity of up to $120,000 each year, which may be earned based on the Company successfully filing certain periodic
reports with the Securities and Exchange Commission (the “SEC”) on a timely basis; and (iii) the grant of restricted stock
units (“RSUs”) pursuant to the Company’s 2023 Stock Incentive Plan, as amended, with a value of $480,000, which will
vest in 25% increments on each of July 23, 2026, 2027, 2028 and 2029. Additionally, Mr. Miranda will be awarded a $20,000 one-time cash
bonus.
The
foregoing summary description of the A&R Employment Agreement does not purport to be complete and is qualified in its entirety by
reference to the text of the A&R Employment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated
herein by reference.
Item
8.01. Other Events.
As
reported in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 4, 2026, on August
28, 2025, N’Golo, a non-governmental organization, filed a civil action in a Brazilian court alleging that the Company had not
conducted a consultation with a certain traditional community (the “Community”) in connection with the Company’s expansion
permit application.
On
June 9, 2026, a Brazilian judge approved an agreement between the Company and N’Golo (the “Agreement”), which resolved
and terminated the civil action. The Agreement acknowledged that the Company had consulted the Community. Under the terms of the Agreement,
upon commencement of the Company’s lithium concentrate production, the Company has agreed to donate certain items to the Community,
including a bulldozer.
Following
this resolution, on June 12, 2026, the Company’s expansion permit application was formally placed on the agenda for a vote by the
permitting commission of the state of Minas Gerais, which is scheduled to take place on June 26, 2026.
Item
9.01. Financial Statements and Exhibits.
Exhibit No.
Description
10.1
Amended and Restated Employment Agreement between the Company and Tiago Miranda, dated June 15, 2026.
104
Cover Page Interactive Data File (embedded with the
Inline XRBL document)
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
ATLAS LITHIUM CORPORATION
Dated: June 16, 2026
By:
/s/ Marc Fogassa
Name:
Marc Fogassa
Title:
Chief Executive Officer
EX-10.1
EX-10.1
Filename: ex10-1.htm · Sequence: 2
Exhibit 10.1
AMENDED
AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
THIS
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), dated as of June 15, 2026 (the “Effective
Date”), is entered into between Atlas Lithium Corporation, a Nevada corporation (Nasdaq: ATLX) (the “Company”),
and Tiago Moreira de Miranda (“Executive”). The Company and Executive are sometimes referred to individually as a
“Party” and collectively as the “Parties.” Unless otherwise defined within the Agreement, capitalized
terms used in this Agreement are defined in Section 12 hereof.
WHEREAS,
the Company and the Executive previously entered into that certain Employment Agreement, dated as of July 23, 2024 (the “Prior
Agreement”).
WHEREAS,
pursuant to the Prior Agreement, Executive has been employed by the Company;
WHEREAS,
the Parties hereto desire to amend and restate the Prior Agreement and to enter into this Agreement, which shall supersede and replace
the Prior Agreement; and
WHEREAS,
the Company desires to continue to employ Executive, and Executive desires to continue to be employed by the Company, on the terms and
conditions, and for the consideration, set forth herein.
NOW,
THEREFORE, in consideration of the mutual promises contained herein and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows:
1.
Employment. The Company shall continue to employ Executive, and Executive hereby agrees to continue to be employed by the Company,
upon the terms and subject to the conditions set forth in this Agreement. The Executive’s employment shall continue until any termination
of the Executive’s employment hereunder. Executive’s employment is at-will, meaning either Party may terminate this Agreement
at any time, for any reason, without notice or Cause.
2.
Position and Duties.
(a)
Position. Executive shall continue to serve as the Chief Financial Officer, Principal Financial Officer, Principal Accounting
Officer, and Treasurer of the Company and, will continue to report to the Chief Executive Officer of the Company (the “CEO”).
Executive shall perform duties and responsibilities that are normally associated with such office from location(s) the Company may direct
and further agrees to undertake such business-related travel within or outside United States, Canada and Brazil as the Company may require
and/or as necessary or appropriate for the performance of Executive’s duties and responsibilities hereunder.
(b)
Duties. Executive shall perform faithfully and diligently all duties assigned to Executive and shall devote all of Executive’s
business time and attention to the business and affairs of the Company or its Subsidiaries. Without the prior written consent of Company,
Executive may not engage in any activities that reasonably could be determined to interfere, either individually or in the aggregate,
in any respect, with the performance of Executive’s duties under this Agreement or create a potential business or fiduciary conflict,
including but not limited to any prospective or current activities, investments or strategic opportunities.
1
(c)
Exclusivity. Unless otherwise agreed to by the Parties, the Executive shall work exclusively to the Company and any of its Subsidiaries,
as instructed by the Company.
(d)
Compliance with Policies. Executive shall continue to comply with all policies and procedures of the Company or its Subsidiaries,
now in effect and as implemented from time to time, including but not limited to any code of conduct, insider trading, anti-bribery/anti-corruption,
clawback and other similar policies. Failure to comply with all such policies and procedures shall result in disciplinary action, upon
to and including Executive’s immediate termination.
3.
Compensation and Benefits.
(a)
Monthly Base Salary. Retroactive to May 29, 2026, Executive’s base salary shall be US$ 30,000 (the “Base Salary”)
per month (US$360,000 annualized). The Base Salary shall be payable, less applicable withholdings and deductions, in regular, monthly
installments. This position is exempt, meaning that Executive is not eligible for overtime pay regardless of the number of hours worked
per workweek.
(b)
Bonus.
1)
Performance Bonus. As of the Effective Date, Executive shall be entitled to earn a maximum annual bonus of US$ 120,000 (the “Annual
Bonus”), conditioned upon the timely filing by the Company with the Securities and Exchange Commission (the “SEC”),
on an annual basis, of one Form 10-K and three Form 10-Qs, in accordance with the following:
(i)
If and only if the Company’s Annual Report on Form 10-K is filed timely on or before the regulatory filing deadline (and not filed
on an extension period), Executive shall receive 45% of the Annual Bonus, which corresponds to US$54,000, within thirty days after the
Form 10-K’s actual filing date;
(ii)
For each Form 10-Q that is filed on or before the regulatory filing deadline (and not filed on an extension period), Executive shall
receive 18.3% of the Annual Bonus, which corresponds to US$22,000, within thirty days after each 10-Q’s actual filing date.
2)
One-Time Bonus. In recognition of Executive’s performance to date, Executive shall receive US$20,000 as a one-time bonus,
within thirty days after the Effective Date.
(c)
Expenses. The Company shall reimburse Executive for all expressly authorized reasonable travel and other business expenses incurred
by Executive during his employment in connection with the performance of Executive’s duties and obligations under this Agreement,
subject to Executive’s compliance with the Company’s expense reimbursement policies, as in effect from time to time.
2
(d)
Other Benefits; Vacation. During his employment, Executive shall be entitled to participate in any benefit plan that the Company
has adopted or may adopt, maintain or contribute to for the benefit of its similarly-situated exempt employees generally, subject to
the terms and conditions of the applicable plan and satisfying the applicable eligibility requirements, and except to the extent such
plans are duplicative of the benefits otherwise provided hereunder. Nothing in this Agreement will preclude the Company from amending
or terminating any benefit plans or programs, as the case may be. In addition to holidays that are provided in general to executive-level
employees of the Company, Executive shall be entitled to thirty (30) days of paid vacation (the “Vacation Time”) each full
calendar year, which may be taken in accordance with and shall be otherwise subject to the Company’s vacation policy.
4.
Equity; Change of Control.
(a)
Equity. Subject to the terms and conditions (including but not limited to conditions for vesting) of the Company’s 2023
Stock Incentive Plan, as amended (the “Plan”) and the applicable award agreement, on the Effective Date, Executive
shall be granted time-based restricted stock units (the “RSUs”) valued at US$480,000, calculated based on the average
closing price of the Company’s common stock for the 90-day period immediately prior to the date of grant, which shall be as soon
as administratively practicable after the Effective Date. The RSUs shall vest in four equal increments with the first vesting date occurring
on July 23, 2026 and subsequent vesting dates occurring on each of July 23, 2027, 2028 and 2029.
(b)
Change of Control. Any unvested RSUs shall immediately vest in the event of a Change of Control (as defined in the Plan).
5.
Termination.
(a)
General. Executive’s employment may be terminated at any time by Executive or the Company, without notice or cause. Executive’s
last day of employment shall be referred to herein as the “Termination Date”.
(b)
Accrued Benefits. If Executive’s employment terminates for any reason, the Company’s obligation to make payments or
provide any other benefits under this Agreement shall cease as of the Termination Date. Upon any termination of Executive’s employment,
Executive shall be entitled to receive (i) all earned or accrued but unpaid Base Salary, and accrued but untaken Vacation Time, (ii)
reimbursement of reasonable business expenses incurred by Executive prior to the Termination Date in accordance with the terms of Section
3(b) hereof, subject to Executive’s compliance with the Company’s expense reimbursement policies, and (iii) all amounts or
benefits to which Executive is entitled under any applicable benefit plan or arrangement of the Company in which Executive was a participant
during Executive’s employment with the Company, in accordance with the terms of such plan or arrangement, and such other benefits
as required by law (collectively (i) - (iii), the “Accrued Benefits”). Except as otherwise required by applicable
law, the Company’s obligation to make any other payments or provide any other benefits hereunder shall terminate automatically
as of the Termination Date.
3
(c)
Termination Due to Death or Disability. If Executive’s employment with the Company terminates as a result of Executive’s
death or Disability (as defined below), Executive shall be deemed terminated from the date of death or Disability, and Executive’s
estate or Executive, as applicable, shall be entitled to receive only the Accrued Benefits. For purposes of this Agreements, “Disability”
shall mean that Executive is disabled and unable to perform the essential functions of Executive’s then-existing position or positions
under this Agreement with or without reasonable accommodation for a period of 180 days (which need not be consecutive) in any 12-month
period. If any question shall arise as to whether during any period Executive is disabled so as to be unable to perform the essential
functions of Executive’s then-existing position or positions with or without reasonable accommodation, Executive may, and at the
request of the Company shall, submit to the Company a certification in reasonable detail by a physician selected by the Company to whom
Executive or Executive’s guardian has no reasonable objection as to whether Executive is so disabled or how long such disability
is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue. Executive shall
cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and Executive
shall fail to submit such certification, the Company’s determination of such issue shall be binding on Executive. Nothing in this
Section 5(c) shall be construed to waive Executive’s rights, if any, under existing law including, without limitation, the
U.S. Family and Medical Leave Act of 1993, 29 U.S.C. §2601 et seq. and the Americans with Disabilities Act, 42 U.S.C. §12101
et seq.
6.
Confidential Information. Executive acknowledges that the confidential and proprietary information, observations and data, whether
in tangible or intangible form (including, without limitation, trade secrets, know-how, research plans, business, accounting, distribution
and sales methods and systems, sales and profit figures and margins and other technical or business information, business, marketing
and sales plans and strategies, cost and pricing structures, suppliers, customer lists, business relationships, and information concerning
acquisition opportunities and targets nationwide in or reasonably related to any business or industry in which the Company or its Subsidiaries,
is engaged), disclosed or otherwise revealed to Executive, or discovered or otherwise obtained by Executive or of which Executive becomes
aware, directly or indirectly, while employed by the Company (including, in each case, those obtained prior to the date of this Agreement)
concerning the business or affairs of the Company or its Subsidiaries (collectively, “Confidential Information”) are
the property of the Company or its Subsidiaries, and agrees that the Company or its Subsidiaries has a protectable interest in such Confidential
Information. Therefore, Executive agrees that Executive shall not (during Executive’s employment with the Company or at any time
thereafter) disclose, furnish or make accessible to any person, or use for Executive’s own or any third party’s purposes,
any Confidential Information for any purpose other than to perform Executive’s obligations to the Company or its Subsidiaries without
the prior written consent of the Board, unless and to the extent that the aforementioned matters: (a) is or becomes generally available
to the public without breach of the commitment provided for in this Section 6; (b) is received by the Executive in good faith
from a third party who discloses such information to the Executive on a nonconfidential basis and without violating any obligation of
secrecy relating to the information disclosed; (c) is independently developed by Executive without reference to any Confidential Information;
or (d) is required to be disclosed by applicable Law, order or regulation of a court or tribunal or government authority of competent
authority (provided that Executive shall give prompt advance written notice of such requirement to the Company to enable the Company,
at its sole cost and expense, to seek an appropriate protective order or confidential treatment, to the extent such notification is not
prohibited by applicable law). Executive shall deliver to the Company at the termination of his employment, or at any other time the
Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data
(and copies thereof) which constitute Confidential Information or Work Product (as defined below) which Executive may then possess or
have under Executive’s control. Executive acknowledges that upon termination of Executive’s employment with the Company,
the Company may deem it advisable to, and shall be entitled to, serve notice on Executive’s new employer that Executive has been
exposed to certain Confidential Information and that Executive has continuing obligations under the terms of this Agreement not to disclose
such information. The provisions of this Section 6 shall survive the termination of Executive’s employment, irrespective
of the reason therefor, for a period of two (2) years or such longer period permitted by applicable law.
4
Pursuant
to the Defend Trade Secrets Act of 2016, Executive shall not be held criminally or civilly liable under any federal or state trade secret
law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal, state, or local government official, either
directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law;
or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Accordingly,
Executive has the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney,
for the sole purpose of reporting or investigating a suspected violation of law. Executive also has the right to disclose trade secrets
in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.
Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets
that are expressly allowed by 18 U.S.C. § 1833(b).
7.
Non-Competition. For so long as Executive is employed by the Company and for twelve (12) months after a termination of Executive’s
employment for any reason (the “Restricted Period”), Executive shall not own any interest in, provide any financing
to, manage, control, participate in, consult with, provide services the same as or similar to those Executive provided for the Company
or its Subsidiaries for, or on behalf of any business or enterprise engaged directly or indirectly in the Company Business in the Applicable
Area (as such terms are defined below), or otherwise engage in or assist any other Person with engaging in, the Company Business in the
Applicable Area; provided, that nothing in this Section 7 will prohibit Executive from being a passive owner of less than
two percent (2%) in the aggregate of any class of capital stock or equity of any Person if such stock or equity is publicly traded and
listed on any national or regional stock exchange.
8.
Non-Solicitation.
(a)
During the Restricted Period, Executive shall not, directly or indirectly, solicit, induce or attempt to induce any employee or any individual
retained as an independent contractor of the Company or its Subsidiaries to terminate his or her employment or contracting relationship
with such entity, or to become an employee or independent contractor of any other Person. The foregoing restrictions will not apply to
any Person who: (x) contacts Executive on his or her own initiative regarding a position that is not in the Company Business; or (y)
responds to general employment or service solicitations through the use of general advertising, recruiters, or otherwise not specifically
targeted at employees of the Company or its Subsidiaries.
5
(b)
During the Restricted Period, Executive shall not, directly or indirectly, (i) solicit, induce or attempt to induce any Customer, supplier,
vendor, or other business relation of the Company or its Subsidiaries to cease doing business with the Company or its Subsidiaries or
in any way interfere with the relationship between any such Customer, supplier or other business relation and the applicable entity (i.e.,
Company or any of its Subsidiaries), (ii) engage in any disparaging communication regarding the Company or its Subsidiaries or the activities,
products or services of the Company or its Subsidiaries with any Customer or prospective Customer of any such entities.
9.
Work Product.
(a)
Subject to the provisions of applicable law and as otherwise set forth in Section 9(b) below, Executive acknowledges and agrees
that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports,
works of authorship, mask works and intellectual property (whether or not including any confidential information), all other proprietary
information and all similar or related materials, documents, work product or information (whether or not patentable) which are first
conceived, developed or made by Executive (whether alone or jointly with others) while employed by the Company (collectively the “Work
Product”), shall be the sole, exclusive and absolute property of the Company, and Executive hereby does irrevocably assign,
transfer and convey (to the extent permitted by applicable law) all rights, including intellectual property rights, therein on a worldwide
basis to the Company or such Subsidiary as the Company shall designate, to the extent ownership of any such rights does not vest originally
in such Subsidiary, and waives any moral rights therein to the fullest extent permitted under applicable law. Executive will promptly
disclose any such Work Product to the Company (except where it is lawfully protected from disclosure as the trade secret of a third party
or by any other lawful bar to such disclosure) and will, at the Company’s request and without additional compensation, perform
all actions reasonably requested by the Company to establish and confirm such ownership, including execute any patent, trademark or copyright
papers covering such Work Product as well as any papers which may be considered necessary or helpful by the Company in the prosecution
of applications for patents thereon or which may relate to any litigation or controversy in connection therewith, with the Company bearing
all expenses of performing such actions (including expenses incident to the filing of such application, the prosecution thereof and the
conduct of any such litigation). Notwithstanding the foregoing, this Section 9(a) shall not apply to an invention that Executive
developed entirely on Executive’s own time without using the Company’s equipment, supplies, facilities, or trade secret information
except for those inventions that result from any work performed by Executive for the Company or any Subsidiary.
6
(b)
Enforcement. If, at the time of enforcement of any of Sections 6, 7, 8 or 9, a court of competent jurisdiction
shall hold that the type, scope or duration of the restrictions stated herein are unreasonable under circumstances then existing, the
Parties hereto agree that the maximum type, scope or duration reasonable under such circumstances shall be substituted for the stated
type, scope or duration and that the court shall be allowed and directed to revise the restrictions contained herein to cover the maximum
type, scope and duration permitted by applicable law. The Parties hereto acknowledge and agree that Executive’s services are unique
and Executive has access to Confidential Information and Work Product, that the provisions of Sections 6, 7, 8 or
9, are necessary, reasonable and appropriate for the protection of the legitimate business interests of the Company or its Subsidiaries,
that irreparable injury will result to the Company or its Subsidiaries if Executive breaches any of the provisions of Sections 6,
7, 8 or 9, and that money damages would not be an adequate remedy for any breach by Executive of this Agreement and that
the Company or its Subsidiaries will not have any adequate remedy at law for any such breach. Therefore, in the event of a breach or
threatened breach of this Agreement, any member of the Company or its Subsidiaries, or any of their respective successors or assigns,
in addition to other rights and remedies existing in their favor, shall be entitled to specific performance and/or immediate injunctive
or other equitable relief from any court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof
(without the necessity of showing actual money damages, or posting a bond or other security). Nothing contained herein shall be construed
as prohibiting the any entity of the Company or its Subsidiaries, or any of their respective successors or assigns, from pursuing any
other remedies available to them for such breach or threatened breach, including the recovery of damages.
10.
Tolling. In the event of any violation of the provisions of Sections 6, 7, 8 or 9, hereof, Executive acknowledges
and agrees that the post-termination restrictions contained in Sections 6, 7, 8 or 9, hereof shall be extended
by a period of time equal to the period of such violation, it being the intention of the Parties hereto that the running of the applicable
post-termination restriction period shall be tolled during any period of such violation.
11.
Executive’s Representations and Acknowledgements. Executive hereby represents and warrants to the Company that (i) the execution,
delivery and performance of this Agreement by Executive do not and shall not conflict with, breach, violate or cause a default under
any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which Executive is bound and that
Executive is not a party to any agreement or understanding, written or oral, and is not subject to any restriction, which, in either
case, could prevent Executive from entering into this Agreement or impair Executive’s ability to perform all of Executive’s
duties and obligations hereunder, (ii) Executive is not a party to or bound by any employment agreement, non-competition agreement or
confidentiality agreement with any other Person, (iii) Executive shall not use any confidential information or trade secrets of any third
party in connection with the performance of Executive’s duties hereunder, except for such information obtained during Executive’s
employment with the Company, and (iv) this Agreement constitutes the valid and binding obligation of Executive, enforceable against Executive
in accordance with its terms. Executive further acknowledges that the restrictive covenants contained herein are in addition to any similar
restrictions imposed on Executive through another agreement. Executive also hereby acknowledges and represents that Executive has consulted
with independent legal counsel regarding Executive’s rights and obligations under this Agreement and that Executive fully understands
the terms and conditions contained herein and intends for such terms and conditions to be binding on and enforceable against Executive.
Executive acknowledges and agrees that the provisions of Sections 6, 7, 8 or 9, are in consideration of: (i) Executive’s
employment by the Company; and (ii) additional good and valuable consideration as set forth in this Agreement, the receipt and sufficiency
of which are hereby acknowledged. Executive expressly agrees and acknowledges that the restrictions contained in Sections 6, 7,
8 or 9 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s
ability to earn a living, and that such provisions shall survive the termination of Executive’s employment hereunder for any reason
in accordance with their terms. In addition, Executive agrees and acknowledges that the potential harm to the Company or its Subsidiaries
of its non-enforcement outweighs any harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that Executive
has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and
is in full accord as to their necessity for the reasonable and proper protection of the Confidential Information. Executive expressly
acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period
and geographical area.
7
12.
Definitions.
“Applicable
Area” means Brazil.
“Company
Business” means the business as conducted by each the Company and its Subsidiaries during Executive’s employment, including
but not limited to the business of mineral exploration, mining properties, and/or lithium processing, in each case that occurs or is
contemplated during the Restricted Period.
“Customer”
means any Person who: (a) purchased or received products or services from the Company or its Subsidiaries during Executive’s employment;
(b) was engaged in communication with the Company or its Subsidiaries during the last year of Executive’s employment for any purpose
related to the Company Business; or (c) was contacted or solicited by any employee of the Company or its Subsidiaries during Executive’s
employment if Executive, as an employee of the Company, had direct or indirect contact with such Person or originally learned or became
aware of such Person during Executive’s employment with the Company.
“Person”
means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.
“Subsidiary”
means, with respect to any Person, any corporation, limited liability company, partnership, association or business entity of which (i)
if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency)
to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that
Person or one or more of the other Subsidiaries of that Person or a combination thereof or (ii) if a limited liability company, partnership,
association or other business entity (other than a corporation), a majority of partnership or other similar ownership interests thereof
is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination
thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company,
partnership, association or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority
of limited liability company, partnership, association or other business entity gains or losses or shall be or control any managing director
or general partner of such limited liability company, partnership, association or other business entity. For purposes hereof, references
to a “Subsidiary” of any Person shall be given effect only at such times that such Person has one or more Subsidiaries, and,
unless otherwise indicated, the term “Subsidiary” refers to a Subsidiary of the Company.
8
13.
Notices. Any notice provided for in this Agreement must be in writing and must be either personally delivered, mailed by first
class mail (postage prepaid and return receipt requested), sent by reputable overnight courier service (charges prepaid), or emailed
to the recipient at the address below indicated:
To
Company:
Atlas
Lithium Corporation
Attention:
Marc Fogassa
1200
N Federal Hwy, Suite 200
Boca
Raton, FL 33432
Address: mf@atlas-lithium.com
To
Executive:
Tiago
Moreira de Miranda
Alameda
do Ingá, 685, apt 2404, Vale do Sereno, Nova Lima
Brazil
Email Address: tiago.miranda@atlas-lithium.com
or
such other address or to the attention of such other person as the recipient Party shall have specified by prior written notice to the
sending Party. Any notice under this Agreement shall be deemed to have been given when personally delivered, one (1) business day after
sent by reputable overnight courier service, five (5) calendar days after deposit in the U.S. or other applicable mail system (or when
actually received, if earlier), or at such time as it is transmitted via email, with receipt confirmed (which, in the case of email,
may be confirmed by the read receipt function in Microsoft Outlook or a similar program).
14.
General Provisions.
(a)
Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any
applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any
other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or
unenforceable provision had never been contained herein.
9
(b)
Complete Agreement. This Agreement and those documents expressly referred to herein embody the entire understanding among the
Parties with reference to the matters contained herein. This Agreement supersedes any prior understandings, agreements, or representations
by or among the Parties, written or oral, with respect to the subject matter hereof, including any prior term sheet, offer letter, employment
agreement, compensation plan, or other document containing terms and conditions of employment between Executive and the Company.
(c)
Counterparts. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which
taken together shall constitute one and the same agreement.
(d)
Successors and Assigns. Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable
by Executive, the Company, and their respective successors and assigns, including any entity with which the Company may merge or consolidate
or to which all or substantially all of its assets may be transferred; provided, that the rights and obligations of Executive
under this Agreement shall not be assignable. As used in this Agreement, “Company” shall mean the Company and any
successor to all or substantially all of its business and/or assets, which assumes and agrees to perform the duties and obligations of
the Company under this Agreement by operation of law or otherwise.
(e)
Governing Law. To the fullest extent permitted by law, all issues and questions concerning the construction, validity, enforcement
and interpretation of this Agreement and the exhibits and schedules hereto, as well as any claims arising from or relating to Executive’s
employment with the Company, shall be governed by, and construed in accordance with, the laws of the State of Nevada, United States,
without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Nevada or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the State of Nevada. The Parties agree that all disputes
arising from or relating to this Agreement or to Executive’s employment with or termination from the Company shall be brought exclusively
in the state and/or federal courts of Clark County, Nevada.
(f)
Remedies. The Company shall be entitled to enforce its rights under this Agreement specifically, to recover damages and costs
(including reasonable attorney’s fees) caused by Executive’s breach of any provision of this Agreement and to exercise all
other rights existing in its favor. The Parties hereto agree and acknowledge that money damages would not be an adequate remedy for any
breach by Executive of Executive’s obligations under this Agreement and that the Company may in its sole discretion apply to any
court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive
relief in order to enforce or prevent any violations of the provisions of this Agreement.
(g)
Amendment and Waiver. The provisions of this Agreement may be amended and waived only with the prior written consent of the Company
and Executive.
(h)
No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the Parties hereto to
express their mutual intent, and no rule of strict construction shall be applied against any Party.
(i)
Withholding. The Company may withhold from any and all amounts payable under this Agreement or otherwise such taxes as may be
required to be withheld pursuant to any applicable law or regulation.
[Signatures
on Following Page(s)]
10
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
Atlas
Lithium Corporation
By:
/s/
Marc Fogassa
Name:
Marc
Fogassa
Title:
CEO
EXECUTIVE
/s/
Tiago Moreira de Miranda
Tiago
Moreira de Miranda
11
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