altn-20250930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2025

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)


Delaware						46-5319744
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)


270 Sylvan Avenue, Suite 2230
Englewood Cliffs NJ						07632
(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 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 No o

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 No o

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 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 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of November 7, 2025, 58,525,488 shares of the common stock, $0.00001 par value, of the registrant were outstanding.

TABLE OF CONTENTS


		Page
	Explanatory Note	ii
PART I	FINANCIAL INFORMATION	1

Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets	2
	Condensed Consolidated Statements of Operations	3
	Condensed Consolidated Statements of Changes in Stockholders’ (Deficit)	4
	Condensed Consolidated Statements of Cash Flows	5
	Notes to Unaudited Condensed Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37
Item 4.	Controls and Procedures	37

PART II	OTHER INFORMATION	39

Item 1.	Legal Proceedings	39
Item 1a.	Risk Factors	41
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46
Item 3.	Defaults Upon Senior Securities	46
Item 4.	Mine Safety Disclosures	46
Item 5.	Other Information	46
Item 6.	Exhibits	47
Signatures		48

EXPLANATORY NOTE

On June 18, 2024, Atlantic International Corp (f/k/a SeqLL, Inc., the “Company”) completed its previously announced merger transaction and reorganization with SeqLL Merger LLC, a Delaware corporation (“SeqLL LLC”), Atlantic Acquisition Corp., a Delaware corporation (“Atlantic”), Atlantic Merger LLC, a Delaware limited liability company and a majority-owned subsidiary of Atlantic (“Atlantic Merger LLC”), Lyneer Investments LLC, a Delaware limited liability company (“Lyneer”) and IDC Technologies, Inc., a California corporation (“IDC”) in accordance with the terms of the Agreement and Plan of Merger, dated as of May 29, 2023 and subsequently amended on June 23, 2023, October 5, 2023, October 17, 2023, November 3, 2023, January 16, 2024, March 7, 2024, April 15, 2024, June 4, 2024 and June 12, 2024 (the “Merger Agreement”) pursuant to which (i) Atlantic Merger LLC was merged with and into Lyneer with Lyneer continuing as the surviving entity and as an approximately 41.7%-owned subsidiary of Atlantic, and an approximately 58.3%-owned subsidiary of IDC , and (ii) SeqLL LLC was subsequently merged with and into Lyneer, with Lyneer continuing as the surviving entity as a wholly-owned subsidiary of the Company.

Pursuant to the terms of the Merger, the Company changed its corporate name from SeqLL Inc. to Atlantic International Corp. and its trading symbol to ATLN.

On August 30, 2023, SeqLL Inc effected a one-for-40 reverse stock split of its common stock (the “Reverse Stock Split”).

Unless the context otherwise requires, references to the “Company,” “Lyneer,” the “combined organization,” “we,” “our” or “us” in this Quarterly Report on Form 10-Q refer to Lyneer and its subsidiaries prior to completion of the Merger and to Atlantic International Corp. and its subsidiaries after completion of the Merger. In addition, references to “SeqLLC” refer to the registrant prior to the completion of the Merger.

The Merger has been accounted for as a reverse capitalization in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Under this method of accounting, Lyneer was deemed to be the accounting acquirer for financial reporting purposes. Following the Merger, the business conducted by Lyneer became the Company’s primary business.

Promptly following the Closing, (i) the legacy business and assets of SeqLL were sold, transferred and assigned to SeqLL Omics Inc a newly-formed private entity (“Newco”) pursuant to the asset purchase agreement dated as of May 29, 2023 (the “Asset Purchase Agreement”) and (ii) SeqLL’s existing cash on hand as of the Closing Date, less withholding taxes and any other obligations due under the Asset Purchase Agreement (or any amount withheld for such taxes or other pre-Closing Expenses under the Asset Purchase Agreement) were retained by SeqLL and not transferred under the Asset Purchase Agreement to SeqLL Omics, Inc.

Except as otherwise noted, references to “common stock” in this report refer to common stock, $0.00001 par value per share, of the Company.

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

ATLANTIC INTERNATIONAL CORP AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS


	September 30, 2025		December 31, 2024
	(Unaudited)
Assets
Current assets
Cash and cash equivalents	$	83,406	$	678,676
Accounts receivable, net of allowance of $2,640,971 and $2,726,107	47,451,447		64,074,337
Unbilled accounts receivable	12,406,011		9,368,565
Prepaid expenses and other current assets	3,758,015		2,898,415
Deposits, current	8,000,000		8,000,000
Total current assets	71,698,879		85,019,993
Non-current assets
Property and equipment, net	247,669		307,620
Right-of-use assets	2,157,827		2,067,906
Intangible assets, net	27,800,556		31,395,556
Due from related parties	7,417,863		—

Other assets	933,973		960,601
Total non-current assets	38,557,888		34,731,683
Total assets	$	110,256,767	$	119,751,676
Liabilities and stockholders’ (deficit)
Current liabilities
Accounts payable	$	5,298,358	$	2,028,100
Accrued expenses and other current liabilities	19,602,641		21,612,253
PEO liability and accrued interest	28,813,099		23,321,262
Due to related parties	—		2,091,035
Current operating lease liabilities	1,153,020		1,313,128
Line of credit, current portion	1,950,000		42,508,379

Notes payable, current portion	1,375,000		1,375,000
Total current liabilities	58,192,118		94,249,157
Non-current liabilities
Line of credit, net of current portion	38,202,060		1,950,000
Notes payable, net of current portion - related parties	34,859,199		34,755,435
Non-current operating lease liabilities	1,068,388		813,740

Total non-current liabilities	74,129,647		37,519,175
Total liabilities	132,321,765		131,768,332
Commitments and contingencies
Stockholders’ (deficit)
Preferred stock, $0.00001 par value; 20,000,000 shares authorized and none issued at September 30, 2025 and December 31, 2024, respectively	—		—
Common stock, $0.00001 par value; 300,000,000 shares authorized; 55,713,259 and 53,130,946 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively	558		531
Additional paid-in capital	145,697,032		123,462,703
Accumulated deficit	(167,762,588)		(135,479,890)
Total stockholders’ (deficit)	(22,064,998)		(12,016,656)
Total liabilities and stockholders’ (deficit)	$	110,256,767	$	119,751,676

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ATLANTIC INTERNATIONAL CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Service revenue, net	$	110,127,203	$	107,803,843	$	315,833,003	$	313,063,328
Cost of revenue	97,725,227		95,918,373		280,826,211		279,222,830
Gross profit	12,401,976		11,885,470		35,006,792		33,840,498
Selling, general and administrative	19,888,692		17,151,567		58,158,706		46,045,754
Depreciation and amortization	1,230,307		1,245,557		3,699,446		3,754,165
(Loss) income from operations	(8,717,023)		(6,511,654)		(26,851,360)		(15,959,421)
Loss on debt extinguishment	—		—		—		1,213,379
Advisory fees paid in the merger	—		—		—		43,000,000
Interest expense	2,094,177		1,472,564		5,402,959		10,494,818
Other expense	—		285,483		—		15,893,220
Net loss before provision for income taxes	(10,811,200)		(8,269,701)		(32,254,319)		(86,560,838)
Income tax (expense)/benefit	(9,144)		1,220,072		(28,379)		19,732,646
Net loss	$	(10,820,344)	$	(7,049,629)	$	(32,282,698)	$	(66,828,192)

Net loss per share, basic and diluted	$	(0.20)	$	(0.16)	$	(0.59)	$	(2.04)

Weighted-average shares outstanding, basic and diluted	55,119,781		44,688,845		54,553,945		32,774,837

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ATLANTIC INTERNATIONAL CORP AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN

STOCKHOLDERS’ (DEFICIT)

(Unaudited)


	Stockholders’ (Deficit)
		Common Stock
			Shares	Amount		Additional Paid in Capital		Accumulated Deficit		Total Stockholders’ (Deficit)
Balance - December 31, 2024			53,130,946	$	531	$	123,462,703	$	(135,479,890)	$	(12,016,656)
Net loss			-	-		-		(10,744,185)		(10,744,185)
Stock based compensation			-	-		6,039,973		-		6,039,973
Shares issued for services			65,148	1		326,399		-		326,400
Shares issued to legacy stockholders			764,486	8		2,359,263		-		2,359,271
Stock issued for RSUs			593,221	6		(6)		-		-
Balance - March 31, 2025			54,553,801	$	546	$	132,188,332	$	(146,224,075)	$	(14,035,197)
Net loss			-	-		-		(10,718,169)		(10,718,169)
Stock based compensation			-	-		6,269,751		-		6,269,751
Shares issued to legacy stockholders			9,458	-		19,200		-		19,200

Balance - June 30, 2025			54,563,259	$	546	$	138,477,283	$	(156,942,244)	$	(18,464,415)
Net loss			-	-		-		(10,820,344)		(10,820,344)
Stock based compensation			-	-		6,709,761		-		6,709,761
Shares issued for services			150,000	2		509,998		-		510,000
Stock issued for RSUs			1,000,000	10		(10)		-		-
Balance - September 30, 2025			55,713,259	$	558	$	145,697,032	$	(167,762,588)	$	(22,064,998)


	Mezzanine Capital				Members’ Capital (Deficit)						Stockholders’ (Deficit)
					Non-Redeemable Interests						Common Stock
	Redeemable Interests		Total Mezzanine Capital		Contributed Capital		Accumulated (Deficit)		Total Members’ (Deficit)		Shares	Amount		Additional Paid in Capital		Accumulated Deficit		Total Stockholders’ (Deficit)
Balance - December 31, 2023	$	10,663,750	$	10,663,750	$	11,786,313	$	(61,804,116)	$	(50,017,803)	25,423,729	$	254	$	22,449,809	$	(61,804,116)	$	(39,354,053)
Net loss	-		-		-		-		-		-	-		-		(4,866,844)		(4,866,844)
Capital contribution	-		-		1,033,969		-		1,033,969		-	-		1,033,969		-		1,033,969
Accretion to redemption value	133,162		133,162		(133,162)		-		(133,162)		-	-		-		-		-
Redemption of redeemable interests	(10,796,912)		(10,796,912)		10,796,912		-		10,796,912		-	-		-		-		-
Effect from merger	-		-		(23,484,032)		61,804,116		38,320,084		-	-		(1,804,116)		61,804,116		60,000,000
Balance - March 31, 2024	$	-	$	-	$	-	$	-	$	-	25,423,729	$	254	$	21,679,662	$	(4,866,844)	$	16,813,072
Net loss	-		-		-		-		-		-	-		-		(54,911,719)		(54,911,719)
Stock based compensation	-		-		-		-		-		-	-		4,506,066		-		4,506,066
Recapitalization of legacy company	-		-		-		-		-		380,648	4		(1,703,193)		-		(1,703,189)
Deemed contribution of debt deconsolidation from related party	-		-		-		-		-		-	-		15,284,178		-		15,284,178
Advisory fees paid in merger	-		-		-

SEC Form 10-Q filed by Atlantic International Corp.