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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)
August 7, 2026
CIRCLE8 GROUP, INC.
(Exact name of registrant as specified in charter)
| Delaware |
|
001-40760 |
|
46-5319744 |
(State or other Jurisdiction of
Incorporation or Organization) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
| 270 Sylvan Avenue, Suite 2230 |
|
|
| Englewood Cliffs, NJ |
|
07632 |
| (Address of Principal Executive Offices) |
|
(zip code) |
(201) 899-4470
(Registrant’s telephone number, including
area code)
N/A
(Former name or former address, if changed since
last report)
Securities registered or to be registered as pursuant
to Section 12(b) of the Act:
| TITLE OF EACH CLASS |
|
TRADING SYMBOL |
|
NAME OF EACH EXCHANGE ON WHICH REGISTERED |
| Common stock, $0.00001 par value per share |
|
CIRC |
|
The Nasdaq Global Market |
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:
| ☐ | Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to
Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b)) |
| ☐ | 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)) |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
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 1.01. Entry into a Material Definitive
Agreement
The information set forth under Item 8.01 below
is hereby incorporated into this Item 1.01 by reference.
Item 8.01 Other Events.
On August 7, 2024, the Company (herein referred to as “Atlantic”), together with Lyneer Investments, LLC, a Delaware limited
liability company (“Lyneer Investments”), Lyneer Staffing Solutions, LLC, a Delaware limited liability company (“Lyneer
Staffing”), and Lyneer Holdings, Inc., a Delaware corporation (“Lyneer Holdings,” and together with Lyneer Investments
and Lyneer Staffing, the “Companies”), entered into a settlement agreement with SPP Credit Advisors, LLC (“SPP”),
in its capacity as the Administrative Agent for itself and the lenders under the Bridge Loan Credit Agreement (as defined in the Settlement
Agreement) and in its capacity as the Agent for itself and the secured parties under the Term Loan Credit Agreement (as defined in the
Settlement Agreement.), to which that Companies, Atlantic, SPP and IDC Technologies, Inc., a California corporation (“IDC’)
are parties.
As described further below, the settlement agreement
(the “Settlement Agreement”) resolves outstanding litigation and claims (the “Pending Litigation”) between the
parties arising out of the Bridge Loan Credit Agreement and the Lyneer Term Loan Credit Agreement (collectively, the “Loan Agreements”).
Additionally, among other terms, the Settlement Agreement extinguishes a $35,000,000 promissory note that was convertible into the common
stock of the Company and provides for an orderly repayment of the Loan Agreements.
The dispute between the Parties stems from alleged
events of default declared by SPP pursuant to both Loan Agreements. SPP alleged that Atlantic and its Lyneer operating subsidiaries failed
to meet various reporting, financial, debt, and governance covenants.
Following the alleged defaults, and relying on
security agreements and pledged collateral provisions, SPP asserted that Atlantic’s voting and consensual rights over the Lyneer
Companies were terminated and vested exclusively in SPP. Pursuant to written consents, SPP purported to remove existing directors/managers
(including Christopher Broderick, Jeffrey Jagid, Michael Tenore, James Radvany, and Prateek Gattani) and appoint Rick Arrowsmith (”Arrowsmith”)
as the Manager of Lyneer Investments, while also amending Lyneer Investments’ limited liability company agreement.
On March 30, 2026, SPP formally notified Atlantic
and the Lyneer entities of the alleged defaults, accelerated the outstanding debt, and asserted its right to exercise all voting, economic,
and pledge rights over the Lyneer entities. Consequently, Atlantic and the Lyneer entities filed a lawsuit against SPP and Arrowsmith
in the Supreme Court of the State of New York, County of New York (Index No. 154264/2026). The complaint alleged that SPP’s actions
were invalid and taken in bad faith, sought a declaratory judgment confirming that no default occurred, and requested injunctive relief
and damages. On April 29, 2026, the court denied Atlantic’s application for a temporary restraining order.
Arrowsmith filed a verified complaint against
Atlantic, its officers, and the Companies in the Court of Chancery of the State of Delaware (Case No. 2026-0448). The lawsuit sought declaratory
and injunctive relief confirming that SPP validly exercised its remedies, removed the afore-mentioned officers and directors, and appointed
Arrowsmith as Manager of Lyneer Investments. On April 27, 2026, the Delaware Chancery Court issued a Status Quo Order governing the management
of the Companies pending resolution of the action.
To avoid further expense and uncertainty, the
parties agreed to enter into the Settlement Agreement without admitting liability, agreeing to file joint stipulations of dismissal without
prejudice for both the New York and Delaware actions upon execution.
The total indebtedness owed to SPP as of August
7, 2026, was $62,669,730.00 (the “SPP Indebtedness”). Key terms of the Settlement Agreement include:
Share Exchange & Call Option: Atlantic
agreed to issue 21,983,926 shares of Atlantic common Stock (the “New Atlantic Shares”) to SPP. In exchange, SPP granted Atlantic
a ten-year call option to acquire 21,983,926 shares of Atlantic Common Stock foreclosed upon by SPP from IDC Technologies, Inc. at a purchase
price of $0.00001 per share for immediate retirement and cancellation. Additionally, the $35,000,000 convertible promissory note issued
by Atlantic to IDC in connection with the Company’s acquisition of the Lyneer Companies was released, canceled and discharged.
Legal Fee Shares: Atlantic agreed to issue
such number of shares of Common Stock to SPP (the “Legal Fee Shares”) as equals the total amount of SPP’s legal fees
and expenses incurred in connection with the litigation, not exceeding $1,800,000.
Disposition of Shares: SPP agreed to use
commercially reasonable efforts to sell the New Atlantic Shares over an 18-month period (the “Disposition Period”) to satisfy
the SPP Indebtedness. The indebtedness will bear interest at a non-default rate of 5% per annum during this period. If sales do not fully
satisfy the indebtedness, Atlantic will execute an amended term note for the remaining balance with a 13-month term. If the SPP Indebtedness
is repaid in full before all the shares are sold, any remaining shares will be returned to Atlantic for cancellation.
Registration Rights & Liquidated Damages:
Atlantic agreed to file a prospectus supplement to its existing Form S-3 shelf registration statement to register the resale of the New
Atlantic Shares. Failure to file the supplement within three business days or maintain an effective registration statement during the
Disposition Period obligates Atlantic to pay liquidated damages equal to 2% per month of the closing price multiplied by the covered shares.
Management & Governance Changes: Lyneer
Staffing agreed to engage Robert O. Riiska of SierraConstellation Partners LLC as Chief Transformation Officer (CTO). The board of directors
of Lyneer Staffing will be reconstituted to consist of three members: one Atlantic designee, one SPP designee, and an Independent Director
(initially Matthew Kahn).
Specific material actions (such as bankruptcy
filings, asset sales, mergers, or capital structure changes) remain subject to express written approval by Atlantic.
Refinancing of Senior Debt: Lyneer Staffing
agreed to use commercially reasonable efforts, without recourse if unsuccessful, to refinance the Loan and Security Agreement dated as
of April 29, 2025, with North Mill Capital LLC (d/b/a SLR Business Credit, hereafter “SLR”) within 45 days of August 7, 2026.
Upon refinancing of the SLR facility Lyneer is obligated to make a $5 million payment to SPP to: (i) first satisfy the SLR Bridge Loan
in full; (ii) second to any remaining SPR legal Fees, and (iii) third to reduce the principal balance of the SPP indebtedness.
Capital Raises & Proceeds Distribution:
Proceeds from any future debt or equity capital raises by Atlantic will be distributed as follows: 20% divided equally between SPP (to
pay legal fees and reduce loan principal) and Employers HR, LLC (to reduce payroll-related obligations), and 80% retained by Atlantic
for corporate and operational expenses. No proceeds may be used for the purpose of paying employee bonuses.
Releases & Dismissal: The Parties agreed
to file joint stipulations of dismissal without prejudice with respect to the Pending Litigation in New York and Delaware state courts
and granted comprehensive global releases of pre-effective date claims
On August 10, 2026, the Company issued a press
release entitled “Circle8 Group Eliminates $35 Million Convertible Seller's Note Through Definitive Settlement Agreement with SPP
Credit Advisors.” The press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
The press release is furnished and shall not be
deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to
the liabilities of that section. Furthermore, the information set forth in the press release shall not be deemed to be incorporated by
reference into the filings of the registrant under the Securities Act of 1933, as amended.
Item 3.01. Notice Of Delisting Or Failure
To Satisfy A Continued Listing Rule Or Standard; Transfer Of Listing
On August 13, 2026, Circle8 Group, Inc. (the “Company”)
received a deficiency letter from the Nasdaq Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC
(“Nasdaq”) notifying the Company that, for the last 30 consecutive business days, the closing bid price for the Company’s
common stock has been below the minimum $1.00 per share required for continued listing on The Nasdaq Global Select Market pursuant to
Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Price Requirement”). The Nasdaq deficiency letter has no immediate effect
on the listing of the Company’s common stock, and its common stock will continue to trade on The Nasdaq Global Market under the
symbol “CIRC” at this time.
In accordance with Nasdaq Listing Rule 5810(c)(3)(A),
the Company has been given 180 calendar days, or until February 9, 2026, to regain compliance with the Minimum Bid Price Requirement.
If at any time before February 9, 2026, the bid price of the Company’s common stock closes at $1.00 per share or more for a minimum
of 10 consecutive business days, the Staff will provide written confirmation that the Company has achieved compliance.
If the Company does not regain compliance with
the Minimum Bid Price Requirement by February 9, 2026, the Company may be afforded a second 180 calendar day period to regain compliance.
If the Company does not regain compliance with the Minimum Bid Price Requirement by the end of the compliance period (or the second compliance
period, if applicable), the Company’s common stock will become subject to delisting. In the event that the Company receives notice
that its common stock is being delisted, the Nasdaq listing rules permit the Company to appeal a delisting determination by the Staff
to a hearings panel.
The Company intends to monitor the closing bid
price of its common stock and may, if appropriate, consider available options to regain compliance with the Minimum Bid Price Requirement,
including initiating a reverse stock split. However, there can be no assurance that the Company will be able to regain compliance with
the Minimum Bid Price Requirement or will otherwise be in compliance with other Nasdaq Listing Rules.
Forward-Looking Statements
In addition to historical information, this document
contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-looking statements, which are based on current expectations, estimates and
projections about the industry and markets in which the Company operates and beliefs of and assumptions made by its management, involve
uncertainties that could significantly affect the financial results of the Company. With respect to any such forward-looking statements,
the Company claims the protection provided for in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements
include, but are not limited to, statements regarding the Company’s intent or ability to regain compliance with the minimum bid
price requirement, the Company’s intent to actively monitor its bid price and consider its available options to regain compliance
with the minimum bid price requirement, and the potential implementation of a reverse stock split.
All statements that address operating performance,
events or developments that we expect or anticipate will occur in the future — including statements relating to the Company’s
efforts to monitor the closing bid price of its common stock, to consider and pursue available options to regain compliance with Nasdaq
listing rules, and the potential implementation of a reverse stock split, as well as any related actions or outcomes — are forward-looking
statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are
difficult to predict. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions,
we can give no assurance that our expectations will be attained and therefore, actual outcomes and results may differ materially from
what is expressed or forecasted in such forward-looking statements. For example, these forward-looking statements could be affected by
factors including, without limitation, risks associated with the Company’s ability to maintain compliance with Nasdaq listing standards,
volatility in the market price of the Company’s common stock, the Company’s ability to implement corporate actions such as
a reverse stock split, other risks and uncertainties, and those additional risks and factors detailed in other reports filed with the
SEC by the Company from time to time, including those discussed under the heading “Risk Factors” in the Company’s most
recently filed Annual Report on Form 10-K. These documents are available through our website or through the SEC’s Electronic Data
Gathering.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits.
| 10.1 |
|
Settlement Agreement, dated August 7, 2026 |
| 99.1 |
|
Press release issued by Circle8 Group, Inc. on August 10, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: August 13, 2026 |
CIRCLE8 GROUP, INC. |
| |
|
|
| |
By: |
/s/Jeffrey Jagid |
| |
|
Jeffrey Jagid |
| |
|
President |
4
Exhibit 99.1
CIRCLE8 GROUP ELIMINATES $35 MILLION CONVERTIBLE SELLER’S NOTE THROUGH
DEFINITIVE SETTLEMENT AGREEMENT WITH SPP CREDIT ADVISORS
Settlement Resolves Litigation and Legacy Financing Matters, Simplifies
Capital Structure and Enhances Financial Flexibility
ENGLEWOOD CLIFFS, N.J. – August 10, 2026 – Circle8 Group,
Inc. (Nasdaq: CIRC) (“Circle8” or the “Company”) today announced that it has executed a definitive settlement agreement
with SPP Credit Advisors, LLC (“SPP”), resolving all outstanding litigation between the parties, releasing, cancelling and discharging
the Company’s $35 million Convertible Seller’s Note due March 2027 and substantially restructuring the Company’s remaining legacy financing
arrangements with SPP.
The definitive settlement agreement cures
existing defaults under the Company’s obligations to SPP, restores the remaining indebtedness to its contractual non-default interest
rate, eliminates default interest and establishes an orderly framework for repayment of the remaining indebtedness. Collectively, these
actions strengthen the Company’s balance sheet, simplify its capital structure and enhance financial flexibility as the Company focuses
on improving operating performance, expanding margins, strengthening cash flow and executing
its long-term strategic priorities.
Key Settlement Highlights
| ● | Release, Cancellation and Discharge of the Company’s $35 Million Convertible
Seller’s Note due March 2027, eliminating all associated future stock conversion rights and potential equity dilution. |
| ● | Resolution of All Outstanding Litigation and Existing Defaults, including
dismissal of the Delaware and New York litigation and mutual releases among the parties. |
| ● | Capital Structure Protection Through Irrevocable Share Retirement Rights. As
part of the transaction, SPP will grant the Company an irrevocable option to purchase all approximately 21.9
million existing shares currently owned by SPP for $0.0001 per share, providing
the Company with the unconditional right to retire those shares. Simultaneously, the Company will issue approximately 21.9
million newly issued registered shares to SPP. |
| ● | Immediate Relinquishment of Shareholder Rights. Effective upon closing,
SPP will irrevocably relinquish all voting, dividend and other shareholder rights associated with the existing shares pending their retirement. |
| ● | Elimination of Default Interest and restoration of the remaining indebtedness
to its contractual non-default interest rate |
| ● | Approximately 18-Month Orderly Share Disposition Framework designed
to facilitate repayment obligations while supporting an orderly market for the Company’s common stock. |
| ● | Enhanced
Financial Flexibility operational
improvements, margin expansion, stronger cash flow and the Company’s broader capital
structure initiatives. |
As part of the transaction, the Company’s existing $35 million Convertible
Seller’s Note has been released, cancelled and discharged, eliminating all obligations and future conversion rights associated with that
instrument.
The agreement also establishes an approximately 18-month orderly share
disposition framework under which shares used to satisfy the remaining SPP indebtedness may be sold in an orderly manner. Upon repayment
of the remaining indebtedness, whether through share sales, refinancing or otherwise, any remaining shares will be returned to the Company
in accordance with the terms of the definitive settlement agreement.
““This definitive settlement agreement represents an important
turning point for Circle8,” said Guus Franke, Chief Executive Officer of Circle8 Group. “By resolving these legacy financing
matters, eliminating our $35 million Convertible Seller’s Note and substantially simplifying our capital structure, we have strengthened
our financial position and removed a major source of uncertainty. With these legacy matters behind us, we can direct our attention and
resources toward building a stronger, more profitable company and creating long-term shareholder value and focus on strategic acquisitions.”
With the definitive settlement agreement now executed, Circle8 is focused
on improving operating performance, expanding margins and strengthening cash flow, while continuing to enhance management accountability,
corporate governance and financial discipline across the organization. The Company also continues to evaluate and pursue opportunities
to optimize its capital structure, including the refinancing of Lyneer Staffing’s senior asset-based lending facility, as it positions
itself to execute its long-term growth strategy.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995, including statements regarding implementation of the definitive settlement agreement,
repayment of the remaining indebtedness, the refinancing of Lyneer Staffing’s senior credit facility, the Company’s strategic initiatives,
acquisition opportunities, future operating performance and the expected impact of the definitive settlement agreement on the Company’s
capital structure, financial flexibility and long-term growth. Actual results may differ materially. The Company undertakes no obligation
to update forward-looking statements except as required by law.
Investor Contact
Kevin Murphy
Chief Financial Officer
kmurphy@atlantic-international.com
