Atlantic International Corp 2026年季度报告

FORM 10-Q OR 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 ofincorporation or organization)(I.R.S. EmployerIdentification No.) (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:None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange 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No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files). YesNo Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large Accelerated FilerAccelerated FilerNon-accelerated FilerSmaller reporting companyEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesNo As of June12, 2026, 81,293,032 shares of the common stock, $0.00001 par value, of the registrant were outstanding. TABLE OF CONTENTS Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations51Item 3.Quantitative and Qualitative Disclosures About Market Risk70Item 4.Controls and Procedures70 PART IIOTHER INFORMATION72 Item 1.Legal Proceedings72Item 1a.Risk Factors76Item 2.Unregistered Sales of Equity Securities and Use of Proceeds79Item 3.Defaults Upon Senior Securities79Item 4.Mine Safety Disclosures79Item 5.Other Information79Item 6.Exhibits80Signatures81 Item 1. Financial Statements. ATLANTIC INTERNATIONAL CORP AND SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETS ATLANTIC INTERNATIONAL CORP AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS(Unaudited) Three Months EndedMarch 31, ATLANTIC INTERNATIONAL CORP AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited) ATLANTIC INTERNATIONAL CORP AND SUBSIDIARIESNotes to Condensed Consolidated Financial Statements(Unaudited) Note 1: Organization and Nature of Operations On June 18, 2024 (the “Closing Date”), Atlantic International Corp (“Atlantic” or the “Company,” formerly known as SeqLL Inc.)completed the acquisition (the “Merger”) of Lyneer Investments LLC and its operating subsidiaries, including Lyneer StaffingSolutions, LLC (collectively, “Lyneer”). On January 23, 2026, the Company completed the acquisition (“Circle8 Closing Date” or the“Circle8 Acquisition”) of Circle8 Group B.V. (“Circle8”). See Note 2:Merger and Acquisitionfor further information. The Company was incorporated in Delaware under the name SeqLL Inc. on April 1, 2014. The Company historically operated as acommercial-stage life science instrumentation and research services company engaged in development of scientific assets and novelintellectual property across multiple “Omics” fields. Pursuant to the terms and conditions of the Amended and Restated Agreement andPlan of Reorganization dated as of June 4, 2024, as amended (the “Merger Agreement”), all of the legacy SeqLL business operationswere sold to SeqLL Omics, a newly formed company owned by our former employees and management. Our operating businessbecame that of Lyneer and our corporate headquarters were relocated to 270 Sylvan Avenue, Suite 2230, Englewood Cliffs, NewJersey 07632. Lyneer Investments, LLC (“Lyneer Investments”) is a limited liability company formed in the State of Delaware on January 9,2018. Lyneer Investments is owned by its members and is now a wholly-owned subsidiary of the Company. The members of LyneerInvestments have limited personal liability for the obligations and debts of Lyneer Investments under Delaware law. Lyneer Holdings,Inc. (“Lyneer Holdings”), a wholly-owned subsidiary of Lyneer Investments, and Lyneer Staffing Solutions, LLC (“LSS”), a wholly-owned subsidiary of Lyneer Holdings, were also incorporated and formed, respectively, in the Stat