Skip to main content

ATLANTIC INTERNATIONAL CORP.

For the period ended Dec 31, 2025. Filed Apr 15, 2026.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Apr 15, 2026

CIRC$0.20+6.3%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits

Cover page

Show cover page

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition period from_______ to _______

Commission file number 001-40760

ATLANTIC INTERNATIONAL CORP.

(Exact name of registrant as specified in its charter)

Delaware46-5319744
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
Englewood Cliffs NJ07632
(Address of principal executive offices)(Zip Code)

(201)899-4470

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common StockATLNThe Nasdaq Stock Market LLC

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yeso No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yeso No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x Noo

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x Noo

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated FileroAccelerated FileroNon-accelerated Filerx
Smaller reporting companyxEmerging growth companyx

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. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes☐ Nox

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso Nox

As of April 10, 2026,79,358,271 shares of the common stock, $0.00001 par value, of the registrant were outstanding.

State the aggregate market value of the voting and non-voting equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

As of June 30, 2025, 58,764,690 shares of common stock, $0.00001 par value, of the registrant were outstanding and 48,373,376 shares were held by non-affiliates with a market value of $98,197,953, at $2.03 per share.

Table of Contents

Explanatory Noteii
PART I
Item 1Business1
Item 1ARisk Factors10
Item 1BUnresolved Staff Comments32
Item 1CCybersecurity32
Item 2Properties32
Item 3Legal Proceedings33
Item 4Mine Safety Disclosures34
PART II
Item 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities35
Item 6[Reserved]36
Item 7Management’s Discussion and Analysis of Financial Condition and Results of Operations37
Item 7AQuantitative and Qualitative Disclosures About Market Risk50
Item 8Financial Statements and Supplementary Data51
Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure93
Item 9AControls and Procedures93
Item 9BOther Information94
Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections94
PART III
Item 10Directors, Executive Officers and Corporate Governance95
Item 11Executive Compensation101
Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters110
Item 13Certain Relationships and Related Transactions, and Director Independence112
Item 14Principal Accounting Fees and Services113
PART IV
Item 15Exhibits and Financial Statement Schedules115
Item 16Form 10–K Summary117
SIGNATURES117
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.