Item
1.01. Entry into a Material Definitive Agreement.
On
January 9, 2023 (the “Effective Date”), Atlas Lithium Corporation, a Nevada corporation (the “Company”),
entered into an underwriting agreement (the “Underwriting Agreement”) with EF Hutton, division of Benchmark Investments,
LLC, as representative of the underwriters named therein (the “Representative”), pursuant to which the Company agreed
to sell an aggregate of 675,000 shares of the Company’s common stock, par value $0.001 (“Common Stock”), to the
Representative, at a public offering price of $6.00 per share (the “Offering Price”) in a firm commitment public offering
(the “Offering”). The Company also granted the Representative a 45-day option to purchase up to 101,250 additional shares
of the Company’s Common Stock upon the same terms and conditions for the purpose of covering any over-allotments in connection
with the Offering (the “Over-Allotment Option”). On January 11, 2023, the Representative delivered its notice
to exercise the Over-Allotment Option in full.
The
shares of common stock were offered by the Company pursuant to a registration statement on Form S-1, as amended (File No. 333-262399)
filed with the Securities and Exchange Commission (the “Commission”) and declared effective by the Commission on January
9, 2023 (the “Registration Statement”). The consummation of the Offering took place on January 12, 2023 (the “Closing”).
In
connection with the Closing, the Company issued to
the Representative, and/or its permitted designees, as a portion of the underwriting compensation payable to the Representative, warrants
to purchase an aggregate of 33,750 shares of Common Stock, equal to 5% of the number of shares of Common Stock sold in the
Offering (excluding the Over-Allotment option), at an exercise price of $7.50, equal to 125% of the Offering Price (the
“Representative’s Warrants”). The Representative’s Warrants are exercisable for a period of five
years from the effective date of the Registration Statement, provided that they are subject to a mandatory lock-up for 180 days
from the commencement of sales of the Offering in accordance with FINRA Rule 5110(e).
Aggregate
gross proceeds from the Offering were $4,657,500 before deducting underwriting discounts and commissions of 7% of the
gross proceeds, and estimated Offering expenses. The Company intends to use the net proceeds from the Offering to expand and
accelerate its exploration program leading to the identification and quantitative measurement of prospective lithium
deposits, as well as for exploration for other mineral deposits in its other properties, including drilling and assessment of
deposits and reserves, if any, as well as for working capital and general corporate purposes. The Company may also use some amount
of the proceeds for the acquisition of additional mineral rights and/or mines, and mining assets such as earth moving equipment,
processing and recovery units, among others. The total expenses of the Offering are estimated to be $537,581.43, which included
the underwriting discounts and commissions, the Representative’s reimbursable expenses relating to the
Offering, and the Company’s legal expenses.
The
Underwriting Agreement contains customary representations, warranties, and covenants by the Company. The Underwriting
Agreement also provides for customary indemnification by each of the Company and the underwriters for losses or damages arising out
of or in connection with the Offering, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and
termination provisions. The representations and warranties of each party contained in the Underwriting Agreement was made to,
and solely for the benefit of, the other party in the context of all of the terms and conditions of that agreement and in the
context of the specific relationship between the parties. The provisions of the Underwriting Agreement, including the
representations and warranties contained therein, are not for the benefit of any party other than the parties to such agreements and
are not intended as documents for the investors and the public to obtain factual information about the current state of affairs of
the parties to those documents and agreements. Rather, investors and the public should look to other disclosures contained in the
Company’s filings with the Commission.
The
foregoing summaries of the terms of the Underwriting Agreement and Representative’s Warrant are subject to, and qualified
in their entirety by reference to the complete text of the Underwriting Agreement and Representative’s Warrant, copies
of which are filed as Exhibit 1.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated
herein by reference.