CIRCLE8 GROUP INC
For the period ended Dec 31, 2024. Filed Mar 28, 2025.
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FY2024 · Filed Mar 28, 2025
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Item 15. Exhibits and Financial Statement Schedules
(a)(1)List of Financial Statements
The following documents are included in this Report under Part II, Item 8— Financial Statements and Supplementary Data:
Report of Independent Registered Certified Public Accounting Firm (PCAOB ID 587)
Consolidated Statements of Operations
Consolidated Statements of Changes in Stockholders’ Equity (Deficit)
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
(a)(2)List of Exhibits
| Exhibit Number | Description |
| 2.1 | Amended and Restated Agreement and Plan of Reorganization dated as of June 4, 2024 (1) |
| 2.2 | Amendment No. 1 to Amended and Restated Agreement and Plan of Reorganization dated as of June 12, 2024 (2) |
| 2.3 | Certificate of Merger of Atlantic Merger LLC with and into Lyneer Investments LLC (3) |
| 2.4 | Certificate of Merger of SeqLL Merger LLC with and into Lyneer Investments LLC (3) |
| 3.1 | Certificate of Amendment of the Third Amended and Restated Certificate of Incorporation of SeqLL Inc. (5) |
| 3.2 | Amended and Restated Certificate of Incorporation in effect (4) |
| 4.1* | Description of Securities of Atlantic International Corp |
| 4.2 | Specimen common stock certificate (6) |
| 4.3 | Form of outstanding Warrant (7) |
| 4.4 | Letter dated September 16, 2024 to the shareholders of record as of September 26, 2023 (8) |
| 4.5 | Form of outstanding Common Stock Purchase Warrant (9) |
| 10.1 | Amended and Restated 2014 Equity Incentive Plan (10) |
| 10.2 | Atlantic International Corp. 2023 Equity Incentive Plan (11) |
| 10.3 | Asset Purchase Agreement dated as of May 29, 2023 (12) |
| 10.4 | Consulting Agreement between Atlantic International Corp. and Robert Machinist (3) |
| 10.5 | Executive Employment Agreement between Atlantic International Corp. and Christopher Broderick (3) |
| 10.6 | Executive Employment Agreement between Atlantic International Corp. and Michael Tenore (3) |
| 10.7 | Executive Employment Agreement between Atlantic International Corp. and Jeffrey Jagid (3) |
| 10.8 | Executive Employment Agreement between Atlantic International Corp. and Todd McNulty (3) |
| 10.9 | Executive Employment Agreement between Atlantic International Corp. and James Radvany (3) |
| 10.10 | Board of Directors Agreement (Chairman) between Atlantic International Corp. and Prateek Gattanio dated as of April 15, 2024 (3) |
| 10.11 | Asset Purchase Agreement between SeqLL and SeqLL Omnics, Inc. (15) |
| 10.12 | Convertible Promissory Note dated June 20, 2024 issued by the Issuer to IDC Technologies Inc. (3) |
| 10.13 | Tenth Amendment to Loan Agreement and Forbearance Agreement (8) |
| 10.14 | Amendment No. 1 to Convertible Promissory Note dated as of September 12, 2024 made by the Issuer to IDC Technologies Inc. (8) |
| 10.15 | Ninth Amendment to ABL Credit and Forbearance Agreement (13) |
| 19.1* | Insider Trading Policies and Procedures |
| 21* | Subsidiaries of Atlantic International Corp |
| 23.1* | Consent of RBSM LLP concerning registration statement on Form S-8 |
|---|---|
| 23.2* | Consent of RBSM LLP concerning registration statements on Form S-3 |
| 31.1* | Rule 13a-14(1) Certification of the Chief Executive Officer |
| 31.2* | Rule 13a-14(1) Certification of the Chief Financial Officer |
| 32.1* | Certification Pursuant to 18 U.S.C. Section 1350 by the Chief Executive Officer, as adopted pursuant to Section 9006 of the Sarbanes-Oxley Act of 2002. |
| 32.2* | Certification Pursuant to 18 U.S.C. Section 1350 by the Chief Financial Officer, as adopted pursuant to Section 9006 of the Sarbanes-Oxley Act of 2002. |
| 97.1* | Clawback Policy |
| 101.INS* | Inline XBRL Instance Document |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104* | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
*Filed with this Report.
**Schedules, exhibits and similar supporting attachments to this exhibit are omitted pursuant to Item 601(b)(2) of Regulation S-K. We agree to furnish a supplemental copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request.
(1)Incorporated by reference to the Issuer’s Current Report on Form 8-K filed with the SEC on June 6, 2024.
(2)Incorporated by reference to the Issuer’s Current Report on Form 8-K filed with the SEC on June 18, 2024.
(3)Incorporated by reference to the Issuer’s Current Report on Form 8-K filed with the SEC on June 25, 2024.
(4)Incorporated by reference to the Issuer’s Registration Statement on Form S-1 filed with the SEC on August 31, 2021.
(5)Incorporated by reference to the Issuer’s Current Report on Form 8-K filed with the SEC on August 30, 2023.
(6)Incorporated by reference to the Issuer’s Registration Statement on Form S-1/A filed with the SEC on May 22, 2019.
(7)Incorporated by reference to the Issuer’s Registration Statement on Form S-1 filed with the SEC on April 23, 2019.
(8)Incorporated by reference to the Issuer’s Current Report on Form 8-K filed with the SEC on September 16, 2024.
(9)Incorporated by reference to the Issuer’s Registration Statement on Form S-1/A filed with the SEC on August 16, 2021.
(10)Incorporated by reference to the Issuer’s Registration Statement on Form S-1 filed with the SEC on March 31, 2021.
(11)Incorporated by reference to the Issuer’s Schedule 14A filed as Annex B on June 5, 2023.
(12)Incorporated by reference to the Issuer’s Current Report on Form 8-K filed with the SEC on May 31, 2023.
(13)Incorporated by reference to the Issuer’s Registration Statement on Form 10-Q filed with the SEC on August 14, 2024.
(14)Incorporated by reference to the Issuer’s Registration Statement on Form S-1 filed with the SEC on June 23, 2024.
(15)Incorporated by reference to the Issuers Registration Statement on Form S-1 filed with the SEC on July 2, 2024.
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