DEF 14A of Atlas Lithium Corp, Apr 15, 2026

DEF 14A of Atlas Lithium Corp

Filed Apr 15, 2026 · FY20250001493152-26-016835

Open on EDGAR

  1. Board of Directors

    Board of Directors Our Board of Directors consists of five directors, with each director being elected each year and serving a one-year term. On April 1, 2026, Rodrigo Menck notified the Company of his decision to step down from the Board of Directors, effective immediately. On April 6, 2026, the Board appointed Admiral Flávio Rocha to fill the vacancy created by Mr. Menck’s departure.

  2. PROPOSAL ONE: ELECTION OF DIRECTORS

    PROPOSAL ONE: ELECTION OF DIRECTORS The Board is nominating five (5) directors for election to serve until the next annual meeting or until their successors are duly elected and qualified, or until their earlier death, resignation or removal. The Company’s current directors are Marc Fogassa, Ambassador Roger Noriega, Cassiopeia Olson, Esq., Stephen R. Petersen, CFA and Admiral Flávio Rocha, each of whom is being nominated for election at the Annual Meeting. Each of the nominees has agreed to stand for election and has indicated he or she is willing to serve as a member of the Board. There are no family relationships among our directors and director nominees, or between our directors, director nominees and executive officers. There are no arrangements of understandings between or among our executive officers and directors pursuant to which any director was or is to be selected as a director or officer. Ages are as of the date of the Annual Meeting.

  3. PROPOSAL ONE: ELECTION OF DIRECTORS

    | Marc Fogassa | Director since 2012 |

  4. PROPOSAL ONE: ELECTION OF DIRECTORS

    Marc Fogassa, age 59, has been a director and our Chairman and Chief Executive Officer since 2012. He has extensive experience in venture capital and public company chief executive management. He has served on boards of directors of multiple private companies in various industries, and has been invited to speak about investment issues, particularly as related to Brazil. Mr. Fogassa double majored at the Massachusetts Institute of Technology (M.I.T.), graduating with two Bachelor of Science degrees in 1990. He later graduated from the Harvard Medical School with a Doctor of Medicine degree in 1995, and also from the Harvard Business School with a Master of Business Administration degree in 1999 with Second-Year Honors. At Harvard Business School, he was Co-President of the Venture Capital and Private Equity Club. Mr. Fogassa was born in Brazil and is fluent in Portuguese and English. Mr. Fogassa is also the Chairman and Chief Executive Officer of Atlas Critical Minerals Corporation, our consolidated subsidiary. Mr. Fogassa serves as a director because of his experience in the management of public companies in mineral exploration and his understanding of Brazil, the jurisdiction where we operate.

  5. PROPOSAL ONE: ELECTION OF DIRECTORS

    | Ambassador Roger Noriega | Director since 2012 |

  6. PROPOSAL ONE: ELECTION OF DIRECTORS

    Ambassador Roger Noriega, age 68, has extensive experience in Latin America. Ambassador Noriega was appointed by President George W. Bush and confirmed by the U.S. Senate as U.S. Assistant Secretary of State and served from 2003 to 2005. In that capacity, Amb. Noriega managed a 3,000-person team of professionals in Washington and in 50 diplomatic posts to design and implement political and economic strategies in Canada, Latin America, and the Caribbean. Prior to this assignment, Amb. Noriega served as U.S. Ambassador to the Organization of American States from 2001 to 2003. Since 2009, Amb. Noriega has been the Managing Director of Vision Americas, a Latin America-focused consulting group that he founded. Amb. Noriega has a Bachelor of Arts degree from Washburn University of Topeka, Kansas. Ambassador Noriega serves as a director because of his experience in complex multi-jurisdictional agreements and his business and diplomatic experience with Brazil.

  7. PROPOSAL ONE: ELECTION OF DIRECTORS

    | Cassiopeia Olson, Esq. | Director since 2021 |

  8. PROPOSAL ONE: ELECTION OF DIRECTORS

    Cassiopeia Olson, Esq., age 48, is an attorney with extensive experience in international contracts, securities law and venture negotiations. She has represented or engaged in transactions with leading companies in the biomedical, technology and products and services sectors. From 2013 to 2017, Ms. Olson was at Kaplowitz Firm P.C. and from 2017 to January 2020, she was an attorney with the Crone Law Group. From February 2020 to May 2022 Ms. Olson was an attorney with Ellenoff Grossman & Schole LP. She has been with Mitchell Silberberg & Knupp since May of 2022. She received a B.A. in Economics and Finance from Loyola University in Chicago, and a J.D. from The John Marshall School of Law. Ms. Olson serves as a director because of her experience with working with large multinational companies in complex transactions and her knowledge of U.S. securities law.

  9. PROPOSAL ONE: ELECTION OF DIRECTORS

    | Stephen R. Petersen, CFA | Director since 2021 |

  10. PROPOSAL ONE: ELECTION OF DIRECTORS

    Stephen R. Petersen, age 70, has over 40 years of experience in capital markets and investment management. Since 2013, he has been a Managing Director and member of the Investment Committee at Prio Wealth, an independent investment management firm with over $3 billion in assets under management. Previously, Mr. Petersen served as Senior Vice President, Investments at Fidelity Investments for approximately 32 years. During his tenure at Fidelity, Mr. Petersen served as a Portfolio Manager and Group Leader of The Fidelity Management Trust Company and was responsible for managing several equity income and balanced mutual funds such as Fidelity Equity Income Fund (1993-2011), Fidelity Balanced Fund (1996-1997), Fidelity VIP Equity-Income Fund (1997-2011), Fidelity Puritan Fund (2000-2007), Fidelity Advisor Equity-Income Fund (2009-2011), and Fidelity Equity-Income II (2009-2011). He began his career at Fidelity as an Equity Analyst. Mr. Petersen received a B.B.A. in Finance and an M.S. in Finance from the University of Wisconsin-Madison. Mr. Petersen serves on the Board of the University of Wisconsin Foundation and Chairs its Investment Committee. He also is Co-Chair of the Executive Committee for the Catholic Schools Foundation Inner-City Scholarship Fund. Mr. Petersen is a Chartered Financial Analyst. Mr. Petersen serves as a director because of his experience with capital markets and his knowledge of finance including expertise with financial statements.

  11. PROPOSAL ONE: ELECTION OF DIRECTORS

    | Admiral Flávio Rocha | Director since 2026 |

  12. PROPOSAL ONE: ELECTION OF DIRECTORS

    Admiral Flávio Rocha, age 62, has served as President of FRC Ltd, a consultancy firm specializing in M&A, international business, and strategic advisory services since 2024. From 2000 to 2004, Mr. Rocha held several positions in the Brazilian federal government, including Special Secretary for Strategic Affairs of the Presidency of Brazil. During his tenure with the Brazilian government, Mr. Rocha was responsible for national strategic planning, having led the development of Brazil’s National Long-Term Policy and the National Strategic Agenda. Mr. Rocha previously served on the Boards of Directors of Brasilprey Insurance and Pension S.A., a Brazilian private pension and insurance company and BB Mapfre Holdings S.A., a leading Brazilian insurer, from 2020 to 2022. Mr. Rocha’s career between 1981 and 2019 included technical, administrative, leadership, and command positions in various Brazilian Navy units. He commanded three naval vessels and served as Chief of Staff to the Brazilian Navy Commander. As Commander General of the Southeast Maritime District of Brazil, Mr. Rocha led naval, air-naval, and marine operations. He also held maritime authority over the coastal and inland waters of the states of Espirito Santo, Minas Gerais, and Rio de Janeiro, led relations with national and international media, and developed the Brazilian Navy’s Strategic Communication Doctrine and strategic planning and conducted bilateral and multilateral negotiations with countries across Africa, the Americas, Asia, and Europe. The Board believes that Mr. Rocha is qualified to serve as a director because of his experience in strategy, administration, governance, logistics and international relations.

  13. PROPOSAL FOUR: APPROVAL OF THE NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    PROPOSAL FOUR: APPROVAL OF THE NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM At the 2025 annual meeting of stockholders, stockholders approved the Company’s non-employee director compensation program, pursuant to which non-employee directors are granted a non-qualified stock option award to purchase 10,000 shares of the Company’s common stock. At the Annual Meeting, stockholders are being asked to approve an amendment to the program, pursuant to which non-employee directors, other than Mr. Rocha, as described below, will receive an annual stock option award to purchase 15,000 shares of our common stock. If stockholders approve this proposal, beginning in January 2027, and each year thereafter, non-employee directors (other than Mr. Rocha) will be granted a stock option award to purchase 15,000 shares of our common stock. Each non-employee director serving as such in January 2026 was granted a stock option award to purchase 10,000 shares of our common stock in January 2026, and if this proposal is approved, as soon as practicable after the Annual Meeting, they will be granted an additional stock option award to purchase 5,000 shares of our common stock in respect of his or her service as a director in 2026 (the “Top-Up Awards”). The stock options granted pursuant to the non-employee director compensation program have an exercise price of $0.0075 per share, vest in equal increments over a twelve-month period, and expire five years from the date of grant. As of April 1, 2026, the closing price of our common stock on the Nasdaq Capital Market was $4.43. The non-employee director compensation program is designed to compensate non-employee directors for their services in a competitive manner and align their interests with those of our stockholders. Non-employee directors (other than Mr. Rocha) only receive the annual stock option award and do not receive payments of any cash or other compensation components, and therefore, the proposed increase is intended to provide the non-employee directors with more competitive compensation. Additionally, the Board believes the change to the non-employee director compensation program is appropriate, because it will further align the interests of our directors with those of our stockholders. Consistent with market compensation practices for experienced directors in Brazil that are similarly situated to Mr. Rocha, the Compensation Committee of the Board recommended, and the Board approved, that Mr. Rocha’s non-employee director compensation be paid in cash. If stockholders do not approve this proposal, the grant of the Top-Up Awards will not be made and the existing non-employee director compensation program will continue, with non-employee directors (other than Mr. Rocha) receiving an annual stock option award to purchase 10,000 shares of our common stock. Our non-employee directors have an interest in this proposal because, if approved, they will be eligible to receive the additional 5,000 stock options for their service in 2026 and the increased annual stock option award in future years. New Plan Benefits Table

  14. PROPOSAL FOUR: APPROVAL OF THE NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    | Name and Position | Number of Options | | Top-Up Awards | | | Ambassador Roger Noriega, independent director | 5,000 | | Cassiopeia Olson, Esq., independent director | 5,000 | | Stephen R. Petersen, CFA, independent director | 5,000 | | Annual Awards | | | Ambassador Roger Noriega, independent director | 15,000 | | Cassiopeia Olson, Esq., independent director | 15,000 | | Stephen R. Petersen, CFA, independent director | 15,000 | | Non-executive directors (as a group) | 60,000 |

  15. PROPOSAL FOUR: APPROVAL OF THE NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    Certain U.S. Federal Income Tax Consequences. No income is generally recognized by directors at the time a non-qualified stock option is granted. Generally (i) at exercise, ordinary income will be recognized by the director in an amount equal to the difference between the option exercise price and the fair market value of the Company’s common stock on the date of exercise, and the Company receives a tax deduction for the same amount, and (ii) at disposition, appreciation or depreciation after the date of exercise is treated as either short-term or long-term capital gain or loss depending on how long the shares acquired upon exercise have been held. OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM.

  16. Summary Compensation Table

    Summary Compensation Table

  17. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(2) | Total ($) | | Marc Fogassa, Chairman and Chief | 2025 | — | — | 1,433,616 (3) | 2,787,972 (4) | 3,051,804(3) | 199,529 | 7,472,921 | | Executive Officer | 2024 | — | — | 624,539 | 12,474,639 | 1,433,615 | 131,182 | 14,663,975 | | Tiago Miranda, Chief Financial | 2025 | 180,000 | 15,000(5) | — | — | 45,000(5) | — | 240,000 | | Officer | 2024 | 101,855 | — | 466,912 | — | 18,000 | 6,932 | 593,699 | | Igor Tkachenko, VP, | 2025 | 420,000(7) | 18,000(6) | | — | — | — | 438,000 | | Corporate Strategy | 2024 | 420,000 | — | — | — | — | — | 420,000 |

  18. Summary Compensation Table

    | (1) The amounts in these columns reflect the fair value of stock awards and stock options calculated in accordance with FASB ASC Topic 718. Please see Note 5 to the consolidated financial statements for the year ended December 31, 2025, contained in our Annual Report for the assumptions used in the calculation of grant date fair values pursuant to FASB ASC Topic 718. |

  19. Summary Compensation Table

    | (2) All Other Compensation includes retirement plans ($69,000), residence abroad ($60,000), disability ($11,582), and medical and dental insurance coverage benefits ($58,947). | | (3) Pursuant to the terms of Mr. Fogassa’s amended and restated employment agreement, described below under “Marc Fogassa Agreement,” his performance bonus for each calendar year is earned when the level of achievement is determined by the Board in the calendar year following the corresponding performance year. Such amount is paid half in cash and half in fully vested shares of common stock granted after the performance bonus is determined. The amount shown in the Stock Awards column for 2025 represents the grant of fully vested shares of common stock during calendar year 2025 for performance in calendar year 2024. Stock awards for payment of fiscal 2025 performance were approved and issued in calendar 2026 and will be disclosed in the proxy statement for calendar 2026. | | (4) As described under “Marc Fogassa Agreement,” below, Mr. Fogassa does not receive a salary payable in cash, and instead is granted an annual stock option to purchase 399,996 shares of common stock. | | (5) Pursuant to his employment agreement, Mr. Miranda may earn up to $45,000 each year by meeting certain performance criteria regarding the company’s compliance with its periodic reporting under the Exchange Act, and has the opportunity to receive up to $15,000 as a discretionary bonus, based on his performance as determined by the Chief Executive Officer. | | (6) In November 2025 and December 2025, Mr. Tkachenko received a discretionary bonus of $18,000 ($9,000 in each month) in recognition of his contributions to the Company. | | (7) As described under “Igor Tkachenko Agreement,” below, beginning October 1, 2024, Mr. Tkachenko’s salary is paid in shares of common stock on a monthly basis. |

  20. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding equity awards held by the named executive officers that were outstanding as of December 31, 2025:

  21. Outstanding Equity Awards at Fiscal Year-End

    | | Stock Awards | | | | | Name | Number of shares or units of stock that have not vested (#) | Market value of shares of units of stock that have not vested ($)(1) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)(1) | | Marc Fogassa | - | - | - | - | | Tiago Miranda (2) | 30,000 | 126,900 | - | - | | Igor Tkachenko (3) | - | - | 265,685 | 1,123,848 |

  22. Outstanding Equity Awards at Fiscal Year-End

    | (1) All amounts are based on the closing price of our common stock on December 31, 2025, of $4.23. | | (2) Represents restricted stock units, 10,000 of which vest on each of July 23, 2026, 2027, and 2028. | | (3) Represents the aggregate number of shares of our common stock that Mr. Tkachenko is entitled to receive pursuant to his employment agreement, if and when our market capitalization reaches $400 million, $500 million, $600 million, $800 million, and $1 billion. The Monte Carlo Simulation valuation performed on December 31, 2024, was updated based on December 31, 2025 indicators and the assumed number of shares increased from 160,145 to 265,685, however there was no increase to the fair value previously calculated. |

  23. Director Compensation

    Director Compensation The following table sets forth a summary of compensation for the fiscal year ended December 31, 2025, that we paid to each director other than our chief executive officer, whose compensation is fully reflected in the Summary Compensation Table set forth above. In December 2023, the Board of Directors approved a compensation program for directors, beginning in 2024, pursuant to which each director receives options to purchase 10,000 shares of our common stock, which vest monthly in equal increments over a one-year period. No other or additional compensation for services was paid to any of the directors and therefore, all inapplicable columns have been omitted from the table below.

  24. Director Compensation

    | Name | Option Awards ($)(1)(2) | Total ($) | | Ambassador Roger Noriega | 69,700 | 69,700 | | Cassiopeia Olson, Esq. | 69,700 | 69,700 | | Stephen R. Petersen, CFA | 69,700 | 69,700 | | Rodrigo Menck | 69,700 | 69,700 |

  25. Director Compensation

    | (1) The amounts represent the grant date fair values of the awards calculated in accordance with ASC Topic 718. Please see Note 5 to the consolidated financial statements for the year ended December 31, 2025, contained in our Annual Report for the assumptions used in the calculation of grant date fair values pursuant to FASB ASC Topic 718. | | (2) The following is the aggregate number of stock awards and option awards that were outstanding as of December 31, 2025 for each director: Ambassador Noriega – 20,000 stock options; Ms. Olson – 30,667 stock options; Mr. Petersen – 20,000 stock options; Mr. Menck – no awards outstanding. |

  26. Director Compensation

    As disclosed in “PROPOSAL FOUR: APPROVAL OF THE NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM,” the Board has recommended that stockholders approve an increase in the annual non-employee director compensation from stock options awards to purchase 10,000 of our common stock to stock option awards to purchase 15,000 shares of our common stock. The proposal also contemplates that a top-up grant of stock options to purchase 5,000 shares of our common stock will be made with respect to the non-employee directors’ compensation for their service in 2026. As described in Proposal Four, Mr. Rocha will receive cash compensation in lieu of stock options.

  27. Pay versus Performance

    Pay versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. In accordance with Item 402(v) of Regulation S-K, only three years of information is required for smaller reporting companies. Fair value amounts below are computed in a manner consistent with the fair value methodology used to account for share-based payments in our financial statements under generally accepted accounting principles. Total shareholder return has been calculated in a manner consistent with Item 402(v) of Regulation S-K. The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how we or our Compensation Committee views the link between company performance and our named executive officers’ (“NEO”) pay. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. The “Compensation Actually Paid”, which is presented in the table below, is defined by the SEC and does not reflect amounts actually paid, earned or received by our named executive officers. A significant portion of the “Compensation Actually Paid” amounts shown relate to changes in values of unvested awards over the course of the applicable reporting year. Any unvested awards remain subject to significant risk from forfeiture conditions and possible future declines in value based on changes in our share price. The ultimate values actually realized by our named executive officers from unvested equity awards, if any, cannot be determined until the awards fully vest and are exercised or settled, as the case may be.

  28. Pay versus Performance

    | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($)(1) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($)(2) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return ($)(3) | Net Loss ($) | | 2025 | 7,472,921 | 6,739,685 | 339,000 | 248,480 | 55.01 | 31,901,865 | | 2024 | 14,663,975 | 8,133,828 | 538,238 | 179,152 | 82.31 | 44,413,222 | | 2023 | 3,400,200 | 3,400,200 | 1,711,915 | 3,193,184 | 406.76 | 41,990,016 |

  29. Pay versus Performance

    | (1) For each fiscal year, represents amount reported for our principal executive officer (“PEO”) and average amount reported for our non-PEO NEOs, in each case in the Total column of the Summary Compensation Table. For all years, our PEO was the Company’s Chairman and Chief Executive Officer, Marc Fogassa. Our non-PEO NEOs for each of these fiscal years were as follows: 2025 – Tiago Miranda and Igor Tkachenko; 2024 - Tiago Miranda, Gustavo Aguiar, Igor Tkachenko and Brian Talbot; and 2023 - Gustavo Aguiar, Igor Tkachenko and Brian Bernier. |

  30. Pay versus Performance

    | (2) Amounts represent Compensation Actually Paid to our PEO and the average Compensation Actually Paid to our non-PEO NEOs for the relevant fiscal year. To calculate the Compensation Actually Paid, the following adjustments were made to the amounts reported in the Total column of the Summary Compensation Table for the applicable fiscal year, as shown in the tables below. |

  31. Pay versus Performance

    | Compensation Actually Paid to PEO | 2025 | 2024 | 2023 | | Summary Compensation Table Total | $7,472,921 | $14,663,975 | $3,400,200 | | Less, value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | $4,221,588 | $13,099,178 | $2,741,196 | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | $0 | $0 | $0 | | Plus, fair value as of vesting date of equity awards granted and vested in the year | $3,488,352 | $6,569,031 | $2,741,196 | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | $0 | $0 | $0 | | Plus (less), change in fair value from fiscal year end until the vesting date of equity awards granted in prior years that vested in the year | $0 | $0 | $0 | | Less, the year-end fair value of equity awards granted in prior years that failed to meet the vesting conditions in the year | $0 | $0 | $0 | | Plus, the dollar value of dividends or other earnings on awards during the year | $0 | $0 | $0 | | Compensation Actually Paid to the PEO | $6,739,685 | $8,133,828 | $3,400,200 |

  32. Pay versus Performance

    | Average Compensation Actually Paid to Non-PEO NEOs | 2025 | 2024 | 2023 | | Summary Compensation Table Total | $339,000 | $538,238 | $1,711,915 | | Less, value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | $0 | $270,676 | $1,466,386 | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | $0 | $63,300 | $1,389,205 | | Plus, fair value as of vesting date of equity awards granted and vested in the year | $0 | $380,875 | $995,697 | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | $(84,720) | $(98,061) | $516,063 | | Plus (less), change in fair value from fiscal year end until the vesting date of equity awards granted in prior years that vested in the year | $(5,800) | $(102,104) | $46,690 | | Less, the year-end fair value of equity awards granted in prior years that failed to meet the vesting conditions in the year | $0 | $332,420 | $0 | | Plus, the dollar value of dividends or other earnings on awards during the year | $0 | $0 | $0 | | Compensation Actually Paid to the Non-PEO NEOs | $248,480 | $179,152 | $3,193,184 |

  33. Pay versus Performance

    | (3) Total shareholder return (“TSR”) is based on a hypothetical $100 investment on December 31, 2022. The TSR amount shown for 2023 represents the value of that $100 investment on December 31, 2023, and TSR is then calculated, on a cumulative basis, as of December 31, 2024 and December 31, 2025. |

  34. Pay Versus Performance Relationship Disclosures

    Pay Versus Performance Relationship Disclosures Compensation Actually Paid and Cumulative Total Shareholder Return The graph below compares the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEOs, with our cumulative total stockholder return for the fiscal years ended December 31, 2025, 2024 and 2023. Total stockholder return amounts reported in the graph assume an initial fixed investment of $100 on December 31, 2022. Compensation Actually Paid and Net Loss The graph below compares the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEOs, with our net loss for the fiscal years ended December 31, 2025, 2024 and 2023.