|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/27/24 Atlas Lithium Corp. 10-K 12/31/23 67:12M M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.05M
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 41K
3: EX-10.6 Material Contract HTML 70K
4: EX-21 Subsidiaries List HTML 21K
5: EX-23.1 Consent of Expert or Counsel HTML 17K
10: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 32K
Awarded Compensation
6: EX-31.1 Certification -- §302 - SOA'02 HTML 25K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 25K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 20K
9: EX-32.2 Certification -- §906 - SOA'02 HTML 20K
16: R1 Cover HTML 92K
17: R2 Consolidated Balance Sheets HTML 143K
18: R3 Consolidated Balance Sheets (Parenthetical) HTML 42K
19: R4 Consolidated Statements of Operations and HTML 136K
Comprehensive Loss
20: R5 Consolidated Statements of Changes in HTML 103K
Stockholders' Equity
21: R6 Consolidated Statements of Cash Flows HTML 94K
22: R7 Pay vs Performance Disclosure HTML 31K
23: R8 Organization, Business and Summary of Significant HTML 106K
Accounting Policies
24: R9 Composition of Certain Financial Statement Items HTML 162K
25: R10 Deferred Consideration From Royalties Sold HTML 27K
26: R11 Other Noncurrent Liabilities HTML 23K
27: R12 Stockholders? Equity HTML 291K
28: R13 Commitments and Contingencies HTML 44K
29: R14 Related Party Transactions HTML 104K
30: R15 Risks and Uncertainties HTML 26K
31: R16 Subsequent Events HTML 23K
32: R17 Organization, Business and Summary of Significant HTML 161K
Accounting Policies (Policies)
33: R18 Composition of Certain Financial Statement Items HTML 146K
(Tables)
34: R19 Stockholders? Equity (Tables) HTML 211K
35: R20 Commitments and Contingencies (Tables) HTML 43K
36: R21 Related Party Transactions (Tables) HTML 43K
37: R22 Organization, Business and Summary of Significant HTML 43K
Accounting Policies (Details Narrative)
38: R23 Schedule of Property and Equipment (Details) HTML 42K
39: R24 Schedule of Accounts Payable and Accrued HTML 25K
Liabilities (Details)
40: R25 Schedule of Operating Lease Liability (Details) HTML 32K
41: R26 Schedule of Contractual Undiscounted Cash Flows HTML 30K
(Details)
42: R27 Schedule of Convertible Debt (Details) HTML 35K
43: R28 Schedule of Derivative Liabilities (Details) HTML 34K
44: R29 Composition of Certain Financial Statement Items HTML 21K
(Details) (Parenthetical)
45: R30 Schedule of Fair Value Embedded Conversion Pricing HTML 48K
Model Assumption (Details)
46: R31 Composition of Certain Financial Statement Items HTML 133K
(Details Narrative)
47: R32 Deferred Consideration From Royalties Sold HTML 38K
(Details Narrative)
48: R33 Other Noncurrent Liabilities (Details Narrative) HTML 21K
49: R34 Schedule of Black-Scholes Option Pricing Model HTML 42K
(Details)
50: R35 Schedule of Common Stock Outstanding (Details) HTML 59K
51: R36 Schedule of Common Stock Outstanding (Details) HTML 48K
(Parenthetical)
52: R37 Schedule of Options Fair Value Assumptions HTML 44K
(Details)
53: R38 Schedule of Preferred Stock (Details) HTML 55K
54: R39 Schedule of Preferred Stock (Details) HTML 52K
(Parenthetical)
55: R40 Schedule of Warrant Assumption (Details) HTML 42K
56: R41 Schedule of Warrant Activity (Details) HTML 57K
57: R42 Schedule of Warrant Activity (Details) HTML 54K
(Parenthetical)
58: R43 Stockholders? Equity (Details Narrative) HTML 369K
59: R44 Schedule of Contractual Obligations (Details) HTML 37K
60: R45 Schedule of Related Parties (Details) HTML 34K
61: R46 Schedule of Related Parties Outstanding Amount and HTML 30K
Expenses (Details)
62: R47 Related Party Transactions (Details Narrative) HTML 104K
64: XML IDEA XML File -- Filing Summary XML 111K
67: XML XBRL Instance -- form10-k_htm XML 1.93M
63: EXCEL IDEA Workbook of Financial Report Info XLSX 149K
12: EX-101.CAL XBRL Calculations -- atlx-20231231_cal XML 148K
13: EX-101.DEF XBRL Definitions -- atlx-20231231_def XML 722K
14: EX-101.LAB XBRL Labels -- atlx-20231231_lab XML 1.16M
15: EX-101.PRE XBRL Presentations -- atlx-20231231_pre XML 986K
11: EX-101.SCH XBRL Schema -- atlx-20231231 XSD 136K
65: JSON XBRL Instance as JSON Data -- MetaLinks 453± 652K
66: ZIP XBRL Zipped Folder -- 0001493152-24-011539-xbrl Zip 2.34M
Exhibit 97
ATLAS
LITHIUM CORPORATION’S
POLICY RELATING TO THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION
Overview
In accordance with the applicable rules of The Nasdaq Stock Market (the “Nasdaq Rules”), Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Rule 10D-1”), the Board of Directors (the “Board”) of Atlas Lithium Corporation (the “Company”) has adopted this Policy (the “Policy”) to provide for the recovery of erroneously awarded Incentive-based Compensation from Executive Officers. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in Section H, below.
Recovery of Erroneously Awarded Compensation
(1) In the event of an Accounting Restatement, the Company will reasonably promptly recover the Erroneously Awarded Compensation Received in accordance with Nasdaq Rules and Rule 10D-1 as follows:
a. After an Accounting Restatement, the Compensation Committee (if composed entirely of independent directors, or in the absence of such a committee, the Audit Committee) (the “Committee”) shall determine the amount of any Erroneously Awarded Compensation Received by each Executive Officer and shall promptly notify each Executive Officer with a written notice containing the amount of any Erroneously Awarded Compensation and a demand for repayment or return of such compensation, as applicable.
i. The Company shall maintain documentation of the determination of such reasonable estimate and provide the relevant documentation as required to the Nasdaq.
b. The Committee shall have discretion to determine the appropriate means of recovering Erroneously Awarded Compensation based on the particular facts and circumstances. Notwithstanding the foregoing, except as set forth in Section (2) below, in no event may the Company accept an amount that is less than the amount of Erroneously Awarded Compensation in satisfaction of an Executive Officer’s obligations hereunder.
c. To the extent that the Executive Officer has already reimbursed the Company for any Erroneously Awarded Compensation Received under any duplicative recovery obligations established by the Company or applicable law, it shall be appropriate for any such reimbursed amount to be credited to the amount of Erroneously Awarded Compensation that is subject to recovery under this Policy.
d. To the extent that an Executive Officer fails to repay all Erroneously Awarded Compensation to the Company when due, the Company shall take all actions reasonable and appropriate to recover such Erroneously Awarded Compensation from the applicable Executive Officer. The applicable Executive Officer shall be required to reimburse the Company for any and all expenses reasonably incurred (including legal fees) by the Company in recovering such Erroneously Awarded Compensation in accordance with the immediately preceding sentence.
(2) Notwithstanding anything herein to the contrary, the Company shall not be required to take the actions contemplated by Section (1) above if the Committee determines that recovery would be impracticable and any of the following three conditions are met:
a. The Committee has determined that the direct expenses paid to a third party to assist in enforcing the Policy would exceed the amount to be recovered. Before making this determination, the Company must make a reasonable attempt to recover the Erroneously Awarded Compensation, documented such attempt(s) and provided such documentation to the Nasdaq;
b. Recovery would violate home country law where that law was adopted prior to November 28, 2022, provided that, before determining that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on violation of home country law, the Company has obtained an opinion of home country counsel, acceptable to the Nasdaq, that recovery would result in such a violation and a copy of the opinion is provided to Nasdaq; or
c. Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of Section 401(a)(13) or Section 411(a) of the Internal Revenue Code of 1986, as amended, and regulations thereunder.
Prohibition of Indemnification
The Company shall not be permitted to insure or indemnify any Executive Officer against (i) the loss of any Erroneously Awarded Compensation that is repaid, returned or recovered pursuant to the terms of this Policy, or (ii) any claims relating to the Company’s enforcement of its rights under this Policy. Further, the Company shall not enter into any agreement that exempts any Incentive-based Compensation that is granted, paid or awarded to an Executive Officer from the application of this Policy or that waives the Company’s right to recovery of any Erroneously Awarded Compensation, and this Policy shall supersede any such agreement (whether entered into before, on or after the Effective Date of this Policy).
Administration and Interpretation
This Policy shall be administered by the Committee, and any determinations made by the Committee shall be final and binding on all affected individuals.
The Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy and for the Company’s compliance with Nasdaq Rules, Section 10D, Rule 10D-1 and any other applicable law, regulation, rule or interpretation of the SEC or Nasdaq promulgated or issued in connection therewith.
Amendment; Termination
The Committee may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary.
Other Recovery Rights
This Policy shall be binding and enforceable against all Executive Officers and, to the extent required by applicable law or guidance from the SEC or Nasdaq, their beneficiaries, heirs, executors, administrators or other legal representatives. The Committee intends that this Policy will be applied to the fullest extent required by applicable law. Any employment agreement, equity award agreement, compensatory plan or any other agreement or arrangement with an Executive Officer shall be deemed to include, as a condition to the grant of any benefit thereunder, an agreement by the Executive Officer to abide by the terms of this Policy. 12 Any right of recovery under this Policy is in addition to, and not in lieu of, any other remedies or rights of recovery that may be available to the Company under applicable law, regulation or rule or pursuant to the terms of any policy of the Company or any provision in any employment agreement, equity award agreement, compensatory plan, agreement or other arrangement.
Definitions
For purposes of this Policy, the following capitalized terms shall have the meanings set forth below.
“Accounting Restatement” means an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements (a “Big R” restatement), or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “little r” restatement).
“Clawback Eligible Incentive Compensation” means all Incentive-based Compensation Received by an Executive Officer (i) on or after October 2, 2023, (ii) after beginning service as an Executive Officer, (iii) who served as an Executive Officer at any time during the applicable performance period relating to any Incentive-based Compensation (whether or not such Executive Officer is serving at the time the Erroneously Awarded Compensation is required to be repaid to the Company), (iv) while the Company has a class of securities listed on a national securities exchange or a national securities association, and (v) during the applicable Clawback Period (as defined below).
“Clawback Period” means, with respect to any Accounting Restatement, the three completed fiscal years of the Company immediately preceding the Restatement Date (as defined below), and if the Company changes its fiscal year, any transition period of less than nine months within or immediately following those three completed fiscal years.
“Erroneously Awarded Compensation” means, with respect to each Executive Officer in connection with an Accounting Restatement, the amount of Clawback Eligible Incentive Compensation that exceeds the amount of Incentive-based Compensation that otherwise would have been Received had it been determined based on the restated amounts, computed without regard to any taxes paid.
“Executive Officer” means each individual who is currently or was previously designated as an “officer” of the Company as defined in Rule 16a-1(f) under the Exchange Act.
“Financial Reporting Measures” means measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and all other measures that are derived wholly or in part from such measures. Stock price and total shareholder return (and any measures that are derived wholly or in part from stock price or total shareholder return) shall, for purposes of this Policy, be considered Financial Reporting Measures. For the avoidance of doubt, a Financial Reporting Measure need not be presented in the Company’s financial statements or included in a filing with the SEC.
“Incentive-based Compensation” means any compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure.
“Nasdaq” means The Nasdaq Stock Market.
“Received” means, with respect to any Incentive-based Compensation, actual or deemed receipt, and Incentive-based Compensation shall be deemed received in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-based Compensation award is attained, even if the payment or grant of the Incentive-based Compensation to the Executive Officer occurs after the end of that period.
“Restatement Date” means the earlier to occur of (i) the date the Board, a committee of the Board or the officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement, or (ii) the date a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement.
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/27/24 | 4, 5 | ||
| For Period end: | 12/31/23 | 5 | ||
| 10/2/23 | 4 | |||
| 11/28/22 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/01/24 Atlas Lithium Corp. 424B5 1:373K M2 Compliance LLC/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/01/23 Atlas Lithium Corp. 8-K:1,9 11/29/23 14:1.4M M2 Compliance LLC/FA 11/08/23 Atlas Lithium Corp. 8-K:1,2,3,911/07/23 12:580K M2 Compliance LLC/FA 6/02/23 Atlas Lithium Corp. DEF 14C 6/02/23 2:1.2M M2 Compliance LLC/FA 5/26/23 Atlas Lithium Corp. 8-K:5,9 5/25/23 14:2.5M M2 Compliance LLC/FA 5/02/23 Atlas Lithium Corp. 8-K:1,9 5/02/23 12:779K M2 Compliance LLC/FA 5/13/22 Atlas Lithium Corp. 10-Q 3/31/22 43:5.1M M2 Compliance LLC/FA 1/28/22 Atlas Lithium Corp. S-1 55:10M M2 Compliance LLC/FA 12/26/12 Brazil Minerals, Inc. 8-K:1,2,3,512/18/12 8:1M Toppan Merrill/FA |