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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): December 5, 2023

 

ATLAS LITHIUM CORPORATION

(Exact name of registrant as specified in its charter)

 

Nevada   001-41552   39-2078861

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

 

Rua Buenos Aires, 10 – 14th Floor

Sion, Belo Horizonte, Minas Gerais, Brazil, 30.315-570

(Address of principal executive offices, including zip code)

 

(833) 661-7900

(Registrant’s telephone number, including area code)

 

Rua Bahia, 2463, Suite 205

Belo Horizonte, MG 30160-012, Brazil

(Former address if changed since last report)

 

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):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
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)

 

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 Stock Market LLC

 

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). 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 8.01. Other Events.

 

On December 5, 2023, Atlas Lithium Corporation (the “Company”) closed a previously announced registered direct offering of 335,908 shares of its common stock (the “Registered Shares”) to certain accredited investors (the “Registered Offering”) at a purchase price of $29.77 per share. The gross proceeds from the Registered Offering were approximately $9.9 million after deducting offering expenses paid by the Company. The net proceeds received by the Company from the Registered Offering will be used for general corporate purposes, including the development and commercialization of the Company’s products, general and administrative expenses, and working capital and capital expenditures.

 

The Registered Shares were offered pursuant to a prospectus supplement dated December 1, 2023, and a base prospectus dated September 18, 2023, which is part of a registration statement (“Registration Statement”) on Form S-3 (Registration No. 333-274223) that was declared effective by the Securities and Exchange Commission (the “SEC”) on September 18, 2023. Copies of the prospectus supplement and the accompanying prospectus relating to the Registered Shares may be obtained for free by visiting the SEC’s website at www.sec.gov.

 

The purpose of this Current Report on Form 8-K is to file the legal opinion of Brownstein Hyatt Farber Schreck, LLP, counsel to the Company, relating to the validity of the Registered Shares sold in the Registered Offering as Exhibit 5.1 to this Current Report on Form 8-K, which is incorporated herein and into the Registration Statement by this reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit

No.

  Description
     
5.1   Opinion of Brownstein Hyatt Farber Schreck, LLP
23.1   Consent of Brownstein Hyatt Farber Schreck, LLP (included in Exhibit 5.1)
104   Cover Page Interactive Data File (embedded with the Inline XRBL document)

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  ATLAS LITHIUM CORPORATION
     
Dated: December 5, 2023 By: /s/ Marc Fogassa
  Name: Marc Fogassa
  Title: Chief Executive Officer

 

 

 

 

EX-5.1 2 ex5-1.htm

 

Exhibit 5.1

 

Brownstein Hyatt Farber Schreck, LLP

702.382.2101 main

100 North City Parkway, Suite 1600

Las Vegas, Nevada 89106

 

December 5, 2023

 

Atlas Lithium Corporation

Rua Bahia, 2463, Suite 205

Belo Horizonte, Minas Gerais, Brazil 30.160-012

 

To the addressee set forth above:

 

We have acted as local Nevada counsel to Atlas Lithium Corporation, a Nevada corporation (the “Company”), in connection with the issuance and sale by the Company of 335,908 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), pursuant to those certain Securities Purchase Agreements, each dated as of November 29, 2023 (the “Purchase Agreements”), by and between the Company and each of the Purchasers (as defined therein) party thereto, all as more fully described in the Registration Statement on Form S-3 (File No. 333-274223) (as amended through the date hereof, the “Registration Statement”), including the base prospectus dated September 18, 2023, contained therein (the “Base Prospectus”), as supplemented by the prospectus supplement dated December 1, 2023 (the Base Prospectus, as so supplemented, is hereinafter referred to as the “Prospectus”), each as filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”). This opinion letter is being furnished at your request in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.

 

In our capacity as such counsel, we are familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization, issuance and sale of the Shares, as contemplated by the Purchase Agreements and as described in the Registration Statement and the Prospectus. For purposes of this opinion letter, and except to the extent set forth in the opinions below, we have assumed that all such proceedings have been or will be timely completed in the manner presently proposed in the Purchase Agreements and the Registration Statement and the Prospectus.

 

For purposes of issuing this opinion letter, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction as being true copies of (i) the Registration Statement and the Prospectus, (ii) the Purchase Agreements; (iii) the articles of incorporation and bylaws of the Company; and (iv) such agreements, instruments, resolutions of the board of directors of the Company and committees thereof and other corporate records and documents as we have deemed necessary or appropriate for the purpose of issuing this opinion letter, and we have obtained from officers and other representatives and agents of the Company and from public officials, and have relied upon, such certificates, representations, assurances and public filings, as we have deemed necessary or appropriate.

 

www.bhfs.com

 

 

 

Atlas Lithium Corporation

December 5, 2023

Page 2

 

Without limiting the generality of the foregoing, in our examination, we have, with your permission, assumed without independent verification: (i) the statements of fact and all representations and warranties set forth in the documents we have reviewed are true and correct as to factual matters, in each case as of the date or dates of such documents and as of the date hereof; (ii) each natural person executing any of the documents we have reviewed has sufficient legal capacity to do so; (iii) all documents submitted to us as originals are authentic, the signatures on all documents that we have reviewed are genuine and all documents submitted to us as certified, conformed, photostatic, facsimile or electronic copies conform to the original document; (iv) all corporate records made available to us by the Company, and all public records we have reviewed, are accurate and complete; and (v) after the issuance of any Shares, the total number of issued and outstanding shares of Common Stock, together with the total number of shares of Common Stock then reserved for issuance or obligated to be issued by the Company pursuant to any agreement or arrangement or otherwise, will not exceed the total number of shares of Common Stock then authorized under the Company’s articles of incorporation.

 

We are qualified to practice law in the State of Nevada. The opinions set forth herein are expressly limited to and based exclusively on the general corporate laws of the State of Nevada, and we do not purport to be experts on, or to express any opinion with respect to the applicability or effect of, the laws of any other jurisdiction. We express no opinion concerning, and we assume no responsibility as to laws or judicial decisions related to, or any orders, consents or other authorizations or approvals as may be required by, any federal laws, rules or regulations, including, without limitation, any federal securities laws, rules or regulations, or any state securities or “blue sky” laws, rules or regulations.

 

Based upon the foregoing and in reliance thereon, and having regard to legal considerations and other information that we deem relevant, we are of the opinion that:

 

1. The Shares have been duly authorized by the Company.

 

2. If, when and to the extent any Shares are issued and sold in accordance with all applicable terms and conditions set forth in, and in the manner contemplated by, the Purchase Agreements (including payment in full of any and all consideration required for such Shares as prescribed thereunder), and as described in the Registration Statement and Prospectus, such Shares will be validly issued, fully paid and nonassessable.

 

The opinions expressed herein are also based upon the facts in existence on the date hereof. In delivering this opinion letter to you, we disclaim any obligation to update or supplement the opinions set forth herein or to apprise you of any changes in any laws or facts after the later of the date hereof and the filing date of the Prospectus Supplement. No opinion is offered or implied as to any matter, and no inference may be drawn, beyond the strict scope of the specific issues expressly addressed by the opinions set forth herein.

 

We hereby consent to the filing, and/or the incorporation by reference, of this opinion letter as an exhibit to the Registration Statement and the Prospectus, and to the reference to our firm therein under the heading “Legal Matters”. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.

 

Very truly yours,

/s/ Brownstein Hyatt Farber Schreck, LLP