Atlas Lithium Corp
For the period ended Nov 8, 2024. Filed Nov 8, 2024.
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A notice of a major event between regular reports, such as results, a deal or a change of executives. It is often the first formal record of the news.
Nov 8, 2024 · Filed Nov 8, 2024
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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):
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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).
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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 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On November 8, 2024, subsequent to the filing of the Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Form 10-K”) and the retention of Pipara & Co LLP (“Pipara”) to replace the previous auditor, the Audit Committee of the Board of Directors (the “Audit Committee”) of Atlas Lithium Corporation (the “Company”) determined, following discussions with Pipara and the Company’s management, that the Company’s previously issued audited consolidated financial statements for the two fiscal years ended December 31, 2023 audited by the previous auditor (the “Previously Issued Financial Statements”) will be restated due to the identification of certain accounting errors primarily related to the presentation, timing and classification of certain items as set forth below. The Company concluded that the impact of these corrections is material for the two fiscal years ended December 31, 2023 and as a result, the Previously Issued Financial Statements should no longer be relied upon.
As previously reported, on May 6, 2024, the Company dismissed BF Borgers CPA PC (“Borgers”) as the Company’s independent registered public accounting firm as a result of a May 3, 2024 order issued by the U.S. Securities and Exchange Commission (the “SEC”) permanently barring Borgers and its sole audit partner, Benjamin F. Borgers CPA, from appearing or practicing before the SEC as an accountant. On May 9, 2024, the Audit Committee engaged Pipara as the Company’s independent registered public accounting firm for the year ending December 31, 2024, and on August 15, 2024, the Audit Committee engaged Pipara to re-audit the Company’s financial statements for the two fiscal years ended December 31, 2023 included in the 2023 Form 10-K (the “Re-audit”). The Company has determined that the impact of such modifications will result in:
| (1) | with respect to the two fiscal years ended December 31, 2023, (A) changing the presentation or classification of certain line items, including mining rights previously classified as Intangible assets and certain liabilities and operating expenses; and (B) adjusting for certain errors, omissions or changes in accounting policies, including (i) the reclassification of foreign exchange translation adjustments in a subsidiary incorrectly classified as other comprehensive income, (ii) correction of the recognition period for certain operating expenditures, including stock-based compensation and executive bonuses, and (iii) correction and reclassification of additional paid-in capital, accumulated deficit and other comprehensive loss; |
| (2) | with respect to the fiscal year ended December 31, 2023, adjusting for certain errors and changes in accounting policies, including (i) revision of the amounts recorded as exploration expenses, other expense (income) and liability for deferred other income, and (ii) correction of the accounting treatment of operating leases; and |
| (3) | with respect to the fiscal year ended December 31, 2022, excluding, derecognizing or reclassifying certain items, including (i) the exclusion from our consolidated financial statements of two entities controlled by the controlling stockholder of the Company that do not qualify as entities controlled by the Company, (ii) the exclusion of taxes that are no longer recoverable, (iii) the derecognition of equity method investments for which there was no expectation of any future economic benefits from such assets’ use or disposal, and (iv) the reclassification of transactions erroneously identified as related party transactions. |
Additionally, the Company’s management determined that the Company’s unaudited condensed consolidated financial statements contained in the Company’s Quarterly Reports on Form 10-Q for the quarters ending March 31, 2024 and June 30, 2024 (the “Affected Interim Reports”) should not be relied upon and will be restated due to the impacts of the aforementioned corrections and reclassifications during such quarterly periods, as applicable, and, with respect to the quarter ended March 31, 2024, correction of the weighted-average number of common shares outstanding as of March 31, 2024 and the corresponding net loss per share attributable to the Company’s common stockholders.
The Company will file amendments to its 2023 Form 10-K and the Affected Interim Reports as soon as practicable in order to restate (i) the Company’s audited consolidated financial statements for the two fiscal years ended December 31, 2023, and (ii) its unaudited condensed consolidated financial statements for the quarterly periods ended March 31, 2024 and June 30, 2024. In connection with the foregoing restatements, the Company determined it is appropriate to correct for certain other immaterial errors as set forth in the explanatory notes to the respective amendments.
The Company’s management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K with Pipara, the Company’s independent registered public accounting firm.
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