Atlantic Intl SEC Filings

Atlantic International Corp. Chief Operating Officer Matthew Evelt reported a new grant of incentive stock options on January 5, 2026. He was awarded options covering 100,000 shares of common stock with an exercise price of $1.33 per share and no purchase price at grant. According to the filing, these options will vest six months after the grant date, on July 5, 2026. After this grant, Evelt beneficially owns 1,100,000 derivative securities directly, reflecting his total outstanding stock options in the company.

Atlantic International Corp. has registered up to $250,000,000 of mixed securities under a shelf prospectus, allowing it to issue common stock, preferred stock, warrants, subscription rights and units over time. The company can sell these securities in one or more offerings, with specific prices and terms described in future prospectus supplements, and may use underwriters, dealers, agents, direct sales or rights offerings. Net proceeds are intended for general corporate purposes, including repaying debt, repurchasing common stock, funding capital expenditures, acquisitions or expansions, working capital and ongoing operating expenses.

Atlantic is a national strategic staffing firm with approximately 300 employees and over $400 million in revenue for the year ended December 31, 2024, placing workers in accounting and finance, administrative and clerical, information technology, legal, light industrial and medical roles across the United States. As of December 10, 2025, it had 58,525,488 shares of common stock outstanding and no preferred shares issued, and its common stock trades on Nasdaq under the symbol ATLN. The company qualifies as an emerging growth company and a smaller reporting company, uses scaled disclosure requirements, and does not expect to pay cash dividends in the foreseeable future, instead planning to retain earnings to expand its business.

Atlantic International Corp. has filed a mixed shelf registration allowing it to offer up to $250,000,000 of common stock, preferred stock, senior and subordinated debt, warrants, subscription rights and units over time. A related prospectus supplement describes a separate at-the-market style program for $30,000,000 of 5% convertible preferred stock issued at a 5% original issue discount, together with common stock purchase warrants. The preferred stock is perpetual, pays a 5% annual dividend in kind, and converts into common stock at a 25% premium to the common share closing price on the pricing date; the warrants share that conversion price and have a five-year term.

Atlantic is a national staffing firm placing professionals in finance, IT, legal, light industrial, medical and administrative roles, and reports over $400 million in revenue for the year ended December 31, 2024. As of December 2, 2025, it had 58,525,488 common shares outstanding. The company qualifies as an emerging growth company and a smaller reporting company and plans to use any net proceeds for general corporate purposes, including acquisitions, working capital, capital spending, debt repayment and potential stock repurchases.

Atlantic International Corp. reported the results of its November 7, 2025 Annual Meeting. Stockholders elected Jeffrey Jagid, Robert B. Machinist, Jeff Kurtz, David Solimine, and David Pfeffer as directors. Of the 59,525,488 shares outstanding on the September 3, 2025 record date, 26,274,428 were represented (44.14%), exceeding the one‑third quorum.

All proposals passed: “Say on Pay” received 26,198,755 votes for; future “Say on Pay” frequency was set to every three years with 25,231,139 votes; the auditor was ratified with 26,510,876 votes for; and the 2025 Equity Omnibus Plan was approved with 25,425,033 votes for.

Atlantic International Corp. announced a bylaw amendment that lowers the stockholder meeting quorum for its Annual Meeting on November 7, 2025. The quorum is now the presence, in person or by proxy, of holders of at least one-third (33 1/3) in voting power of the outstanding shares entitled to vote. The prior proxy materials referenced a majority in interest; the amendment makes one-third the operative threshold.

Shareholders can review the definitive proxy statement and related materials at the SEC’s website and via the Company’s posted meeting site. Directors and executive officers are participants in the solicitation, with further details available in the proxy statement and the 2024 Form 10‑K.

Atlantic International Corp. amended its bylaws, effective immediately, to change the stockholder meeting quorum requirement. Under new Section 1.5, a meeting now requires the presence, in person or by proxy, of holders with at least one third (33 1/3) in voting power of the outstanding shares entitled to vote to constitute a quorum.

The Board approved the amendment on October 31, 2025, and the updated language is included as Exhibit 3.1. This governance change defines the minimum participation needed to conduct stockholder business, potentially making it easier for meetings to proceed when turnout is limited while remaining within the company’s governing documents and applicable law.

Atlantic International Corp. is circulating a preliminary proxy statement for its 2025 annual meeting covering five proposals: election of directors; non-binding advisory Say on Pay and frequency votes; ratification of the independent registered public accounting firm; and approval of a 2025 equity incentive plan. Only shareholders of record as of September 3, 2025 may vote; materials will be sent on or about September 15, 2025 and available online.

The filing discloses key executive compensation terms: CEO Jeffrey Jagid has a base salary of $500,000, a true-up payment reflecting prior lower salary, an annual bonus opportunity tied to achieving $250,000,000 in revenues, transaction bonuses for mergers and acquisitions, and change-in-control and severance protections including accelerated vesting and 12 months' severance. CFO Michael Tenore has a base salary of $300,000 with similar true-up and bonus conditions. Director compensation includes a one-time initial stock option award for 161,290 shares and a cash fee of $2,500 per board meeting for non-employee directors. Audit fees paid to RBSM totaled $395,700 for 2024, with $67,500 in audit-related fees.

Andrew Bressman, a Strategic Advisor to Atlantic International Corp. (ATLN), reports beneficial ownership of 6,503,971 shares, representing 11.1% of the company based on 58,375,488 shares outstanding as of August 11, 2025. His holdings arise from consideration under a June 4, 2024 merger agreement and a Consulting Agreement with SAB Management LLC: 2,436,000 shares issued in connection with the merger, 3,484,571 shares from RSUs exercised, and a board award of 1,000,000 shares on August 11, 2025. Mr. Bressman assigned 417,000 shares to his adult children and others as gifts and disclaimed beneficial ownership of those shares. He has sole voting and dispositive power over the reported shares and states he has no current plans to effect transactions or actions described in Item 4 of Schedule 13D.

Andrew Bressman filed an Initial Statement of Beneficial Ownership on Form 3 reporting 6,503,971 shares of Atlantic International Corp. (ATLN) as directly owned. The triggering transaction date listed is 08/11/2025. Mr. Bressman is identified as a Director. The form provides his address in Englewood Cliffs, NJ and is signed on 09/02/2025.