Skip to main content

8-K

Atlantic International Corp. (ATLN)

8-K 2023-08-21 For: 2023-08-21
View Original
Added on April 09, 2026

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) August 21, 2023

SEQLL

INC.

(Exact name of registrant as specified in charter)

Delaware 001-40760 46-5319744
(State<br> or other Jurisdiction of <br><br> Incorporation or Organization) (Commission<br> File Number) (IRS Employer<br><br><br> Identification No.)
3Federal StreetBillerica, Massachusetts 01821
--- ---
(Address<br> of Principal Executive Offices) (zip code)
(781)460-6016
---

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

Written communications pursuant<br> to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant<br> to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
--- ---
Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
--- ---
Pre-commencement communications<br> 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, par value $.00001<br> per share SQL The Nasdaq<br> Stock Market LLC
Warrants to purchase Common<br> Stock SQLLW The Nasdaq<br> 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Item5.07 Submission of Matters to a Vote of Security Holders

On August 21, 2023, the Company held a special meeting of stockholders (the “Special Meeting”). The stockholders of the Company voted on the following seven proposals at the Special Meeting, each of which is more fully described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on August 10, 2023 (the “Proxy Statement”):

1. To approve the issuance of Common Stock of the Company in the Merger pursuant to the terms of the Merger Agreement and the change of control of the Company that will be effected as a result of such issuance, all as set forth under the caption “Proposal I: The Merger Proposal” in the Proxy Statement (collectively, the “Merger Proposal”);
2. To approve an increase in the size of the board of directors of the Company from four members to seven members effective upon the consummation of the Merger as set forth under the caption Proposal II: Board of Directors Proposal” in the Proxy Statement (the “Board of Directors Proposal”);
3. To approve an amendment to the Charter to effect a reverse stock split of the Company’s common stock on a one new common share for up to 40 shares of old common stock basis, at the discretion of the Board, as set forth under the caption “Proposal III: The Reverse Stock Split Proposal” in the Proxy Statement (the “Reverse Stock Split Proposal”);
4. To approve an amendment to the Charter to change the name of the Company following consummation of the Merger to “Atlantic International Corp.” as set forth under the caption “Proposal IV: Name Change Proposal” in the Proxy Statement (the “Name Change Proposal”);
5. To approve an amendment to the Charter to increase the authorized shares of the Common Stock from 80,000,000 shares to 300,000,000 shares as set forth under the caption “Proposal V: Authorized Share Proposal” in the Proxy Statement (the “Authorized Share Proposal”);
6. To approve the Atlantic International Corp. 2023 Equity Incentive Plan, which will become effective upon consummation of the Merger, as set forth under the caption “Proposal VI: Equity Plan Proposal” in the Proxy Statement (the “Equity Plan Proposal”);
7. To approve that certain asset purchase agreement that was entered into concurrently with the Merger Agreement and the transactions contemplated thereby, as set forth under the caption “Proposal VII: Asset Sale Proposal” in the Proxy Statement (the “Asset Sale Proposal”)

1.Merger Proposal

For Against Abstain Broker Non-Votes
7,974,454 31,303 44,418 -

Based on the votes set forth above, the stockholders approved of the Merger Proposal.

2.Board of Directors Proposal

For Against Abstain Broker Non-Votes
7,944,816 60,573 44,786 -

Based on the votes set forth above, the stockholders approved of the Board of Directors Proposal.

1

3.Reverse Stock Split Proposal

For Against Abstain Broker Non-Votes
7,948,368 56,337 45,470 -

Based on the votes set forth above, the stockholders approved of the Reverse Stock Split Proposal.

4.Name Change Proposal

For Against Abstain Broker Non-Votes
7,973,602 30,101 46,472 -

Based on the votes set forth above, the stockholders approved of the Name Change Proposal.

5.Authorized Share Proposal

For Against Abstain Broker Non-Votes
7,943,040 62,215 44,920 -

Based on the votes set forth above, the stockholders approved of the Authorized Share Proposal.

6.Equity Plan Proposal

For Against Abstain Broker Non-Votes
7,972,291 33,468 44,416 -

Based on the votes set forth above, the stockholders approved of the Equity Plan Proposal.

7.Asset Sale Proposal

For Against Abstain Broker Non-Votes
5,587,951 32,277 2,429,947 -

Based on the votes set forth above, the stockholders approved of the Asset Sale Proposal.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.


Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the<br> Inline XBRL document)
2

SIGNATURES

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

Date:  August<br> 21, 2023 SEQLLINC.
By: /s/<br> Daniel Jones
Name: Daniel Jones
Title: Chief Executive Officer

3