UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended March 31, 2026

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from ____________ to ____________

Commission File Number 001-41552

ATLAS LITHIUM CORPORATION

(Exact name of registrant as specified in its charter)

Nevada		39-2078861
(State or other jurisdiction of		(IRS Employer
incorporation or organization)		Identification No.)

1200 N Federal Hwy, Suite 200

Boca Raton, FL 33432

(Address of principal executive offices, including zip code)

(833) 661-7900

(Registrant’s telephone number, including area code)

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

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or, an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company,” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of May 4, 2026, there were outstanding 29,490,887 shares of the registrant’s common stock.

TABLE OF CONTENTS

		Page
Cautionary Note Regarding Forward-Looking Statements		3

PART I - FINANCIAL INFORMATION		4

Item 1.	Financial Statements	4

	Condensed Consolidated Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025	4

	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended March 31, 2026, and 2025 (Unaudited)	5

	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2026, and 2025 (Unaudited)	6

	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026, and 2025 (Unaudited)	7

	Notes to the Condensed Consolidated Financial Statements (Unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	20

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23

Item 4.	Controls and Procedures.	23

PART II - OTHER INFORMATION		24

Item 1.	LEGAL PROCEEDINGS	24

Item 1A.	RISK FACTORS	24

Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	24

Item 3.	DEFAULTS UPON SENIOR SECURITIES	24

Item 4.	MINE SAFETY DISCLOSURES	24

Item 5.	OTHER INFORMATION	24

Item 6.	Exhibits	25

Signatures		26

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact contained in this Quarterly Report are forward-looking statements, including without limitation, statements regarding current expectations, as of the date of this Quarterly Report, about our future results of operations and financial position, our ability to effectively process our minerals and achieve commercial grade at scale; risks and hazards inherent in the mining business (including risks inherent in exploring, developing, constructing and operating mining projects, environmental hazards, industrial accidents, weather or geologically related conditions); uncertainty about our ability to obtain required capital to execute our business plan; our ability to hire and retain required personnel; labor relations; changes in the market prices of lithium and lithium products and demand for such products; geopolitical uncertainties, including tariffs, trade restrictions and other components of U.S. and global trade policy; the uncertainties inherent in exploratory, developmental and production activities, including risks relating to permitting, zoning and regulatory delays related to our projects; uncertainties inherent in the estimation of lithium resources. These statements involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance, or achievements to differ materially from any future results, performance or achievement expressed or implied by these forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” or “continue” or the negative of these terms or other similar expressions Factors that could cause future results to materially differ from the recent results or those projected in forward-looking statements include, but are not limited to: unprofitable efforts resulting from the failure to discover mineral deposits or the discovery of mineral deposits that are insufficient in quantity and quality to return a profit from production; market fluctuations; government regulations, including regulations relating to permitting, royalties, allowable production, importing and exporting of minerals, and environmental protection; competition; the loss of services of key personnel; unusual or infrequent weather phenomena, litigation, sabotage, government or other interference in the maintenance or provision of infrastructure as well as general economic conditions, geopolitical tensions and trade policies.

The forward-looking statements in this Quarterly Report are based largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this Quarterly Report and are subject to a number of important factors that could cause actual results to differ materially from those in the forward-looking statements, including the factors described under the sections in this Quarterly Report titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other of our filings made with the Securities and Exchange Commission (the “SEC”). Additional information regarding risk factors that may affect us is included in our Annual Report on Form 10-K for fiscal year ended December 31, 2025 (the “2025 Annual Report”) filed with the SEC on March 04, 2026. The risk factors contained in our 2025 Annual Report are updated by us from time to time in Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings that we make with the SEC.

You should read this Quarterly Report and the documents that we reference in this Quarterly Report completely and with the understanding that our actual future results may be materially different from what we expect. Given these uncertainties, we caution you not to place undue reliance on these forward-looking statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1 FINANCIAL STATEMENTS

ATLAS LITHIUM CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

March 31, 2026 and December 31, 2025

	March 31,			December 31,
	2026			2025
		(UNAUDITED)
ASSETS
Current assets:
Cash and cash equivalents	$	34,358,623		$	35,935,104
Accounts receivable		11,819			28,539
Inventories		518,906			505,307
Taxes recoverable		868,064			1,041,306
Derivative assets		429,074			219,556
Prepaid and other current assets		179,165			146,620
Total current assets		36,365,651			37,876,432
Taxes recoverable		635,409			673,545
Property and equipment, net		49,285,774			47,959,905
Intangible assets, net		286,630			309,258
Right of use assets - operating leases, net		552,182			623,104
Other assets		320,995			255,208
Total assets	$	87,446,641		$	87,697,452

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	3,913,204		$	4,498,525
Derivative liabilities		9,078			21,579
Convertible Debt		10,179,592			9,993,699
Operating lease liabilities		304,790			286,876
Other current liabilities		9,543			8,828
Total current liabilities		14,416,207			14,809,507
Operating lease liabilities		273,313			331,425
Deferred consideration from royalties sold		20,000,000			20,000,000
Other noncurrent liabilities		26,681			27,240
Total liabilities		34,716,201			35,168,172

Stockholders’ Equity:
Series A preferred stock, $0.001 par value. 1 share authorized; 1 share issued and outstanding as of March 31, 2026 and December 31, 2025		1			1
Common stock, $0.001 par value. 200,000,000 and 200,000,000 shares authorized as of March 31, 2026 and December 31, 2025, respectively and 27,769,914 and 26,968,501 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively		27,770			26,969
Additional paid-in capital		228,267,934			223,411,482
Accumulated other comprehensive loss		(102,605	)		(141,940	)
Cumulative Adjustment of the Valuation of Fin. Instruments		401,486			224,905
Accumulated deficit		(183,160,795	)		(171,570,902	)
Total Atlas Lithium Corporation stockholders’ equity		45,433,791			51,950,515
Non-controlling interest		7,296,649			578,765
Total stockholders’ equity		52,730,440			52,529,280
Total liabilities and stockholders’ equity	$	87,446,641		$	87,697,452

The accompanying notes are an integral part of the condensed consolidated financial statements.

Table of Contents

ATLAS LITHIUM CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED)

For the Three Months Ended March 31, 2026 and 2025

	2026			2025
	Three months ending March 31
	2026			2025

Gross revenues		84,797			36,425
Sales deductions		(10,411	)		(11,250	)
Net revenue		74,386			25,175
Cost of revenue		(2,343	)		(87,850	)
Gross profit / (loss)		72,043			(62,675	)
Operating expenses
General and administrative expenses		10,805,135			4,916,258
Stock-based compensation		6,063,157			4,830,170
Other operating expenses		(3,809	)		14,454
Total operating expenses		16,864,483			9,760,882
Loss from operations		(16,792,440	)		(9,823,557	)
Other expense (income)
Other expense		(846	)		963
Fair value adjustments, net		(4,643	)		(41,633	)
Finance costs (revenues)		(246,895	)		430,700
Total other expense		(252,384	)		390,030
Loss before provision for income taxes		(16,540,056	)		(10,213,587	)
Income taxes		-			-
Net loss		(16,540,056	)		(10,213,587	)
Loss attributable to non-controlling interest		(2,982,648	)		(1,196,630	)
Net loss attributable to Atlas Lithium Corporation stockholders	$	(13,557,408	)	$	(9,016,957	)

Basic and diluted loss per share
Net loss per share attributable to Atlas Lithium Corporation common stockholders	$	(0.50	)	$	(0.55	)

Weighted-average number of common shares outstanding:
Basic and diluted		27,237,495			16,501,815

Comprehensive loss:
Net loss	$	(16,540,056	)	$	(10,213,587	)
Other comprehensive results		201,063			462,269
Comprehensive loss		(16,338,993	)		(9,751,318	)
Comprehensive loss attributable to noncontrolling interests		(14,853	)		(1,097,906	)
Comprehensive loss attributable to Atlas Lithium Corporation stockholders	$	(16,324,140	)	$	(8,653,412	)

The accompanying notes are an integral part of the condensed consolidated financial statements.

Table of Contents

ATLAS LITHIUM CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

For the Three Months Ended March 31, 2026 and 2025

	Shares		Value		Shares		Value		Capital		Loss			Instruments			Deficit			Interests			(Deficit)
	Series A Preferred Stock				Common Stock				Additional Paid-in		Accumulated Other Comprehensive			Cumulative Adjustment of the Valuation of Fin.			Accumulated			Noncontrolling			Total Stockholders’ Equity
	Shares		Value		Shares		Value		Capital		Loss			Instruments			Deficit			Interests			(Deficit)

Balance, December 31, 2024		1	$	1		16,014,742	$	16,015	$	166,110,916	$	(179,990	)	$	(278,820	)	$	(144,410,340	)	$	753,459		$	22,011,241

Issuance of common stock in connection with sales made under private offerings		-		-		1,169,751		1,170		6,653,280		-			-			-			464,000			7,118,449
Exercise of warrants						-		-		-		-			-			-			-			-
Stock based compensation		-		-		314,411		314		3,901,652		-			-			-			1,009,364			4,911,330
Adjustment of the Valuation of Fin. Instruments		-		-		-		-		-		-			355,216			-			-			355,216
Other changes in Noncontrolling interest		-		-		-		-		-		-			-			473,957			(473,957	)		-
Change in foreign currency translation		-		-		-		-		-		8,329			-			-			98,724			107,053
Net loss		-		-		-		-		-		-			-			(9,016,957	)		(1,196,630	)		(10,213,587	)

Balance, March 31, 2025		1	$	1		17,498,904	$	17,499	$	176,665,848	$	(171,661	)	$	76,395		$	(152,953,340	)	$	654,960		$	24,289,702

	Series A Preferred Stock				Common Stock				Additional Paid-in		Accumulated Other Comprehensive			Cumulative Adjustment of the Valuation of Fin.		Accumulated			Noncontrolling			Total Stockholders’ Equity
	Shares		Value		Shares		Value		Capital		Loss			Instruments		Deficit			Interests			(Deficit)

Balance, December 31, 2025		1	$	1		26,968,501	$	26,969	$	223,411,482	$	(141,940	)	$	224,905	$	(171,570,902	)	$	578,765		$	52,529,280
Balance		1	$	1		26,968,501	$	26,969	$	223,411,482	$	(141,940	)	$	224,905	$	(171,570,902	)	$	578,765		$	52,529,280

Issuance of common stock in connection with sales made under private offerings		-		-		143,078		143		878,195		-			-		-			9,590,800			10,469,138
Exercise of warrants		-		-		-		-		-		-			-		-			-			-
Stock based compensation		-		-		658,335		658		3,978,257		-			-		-			2,092,100			6,071,015
Adjustment of the Valuation of Fin. Instruments		-		-		-		-		-		-			176,581		-			24,482			201,063
Other changes in Noncontrolling interest		-		-		-		-		-		-			-		1,967,515			(1,967,515	)		-
Change in foreign currency translation		-		-		-		-		-		39,335			-		-			(39,335	)		-
Net loss		-		-		-		-		-		-			-		(13,557,408	)		(2,982,648	)		(16,540,056	)

Balance, March 31, 2026		1	$	1		27,769,914		27,770		228,267,934		(102,605	)		401,486		(183,160,795	)		7,296,649

SEC Form 10-Q filed by Atlas Lithium Corporation