Circle8 Group Inc DEF 14A, filed May 13, 2025

Circle8 Group Inc (CIRC)

DEF 14A 2025-05-13 For: 2024-12-31

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Added on June 12, 2026

About this DEF 14A

Circle8 Group Inc filed this DEF 14A on May 13, 2025.

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x			Preliminary Proxy Statement
o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o			Definitive Proxy Statement
o			Definitive Additional Materials
o			Soliciting Material under §240.14a-12


	(1)	Title of each class of securities to which transaction applies:

	(2)	Aggregate number of securities to which transaction applies:

	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	(4)	Proposed maximum aggregate value of transaction:

	(5)	Total fee paid:

☐	Fee paid previously with preliminary materials.


☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11 (a)(2) and identity the filing for which the offsetting fee was paid previously. Identity the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:

	(2)	Form, Schedule or Registration Statement No.:

	(3)	Filing Party:

	(4)	Date Filed:


			By Order of the Board of Directors,

June 4, 2025			/s/Jeffrey Jagid
			Jeffrey Jagid
			Chief Executive Officer


		PAGE NO.
GENERAL INFORMATION		1
	Record Date	1
	Quorum	1
	Shares Outstanding	1
	Shareholders of Record/Beneficial Owners	2
	Voting	2
	Revoking Your Proxy	2
	Votes Required to Adopt Proposals and Abstentions and Broker Non-Votes	2
	Effect of Not Casting Your Vote	3
	Effect of Abstentions and Broker Non-Votes	4
	Voting Instructions	4
	Tabulating the Vote	4
	Voting Results	4
	Solicitation/Costs	4
PROPOSAL 1 - ELECTION OF DIRECTORS		5
CORPORATE GOVERNANCE		7
	Director Independence	7
	Board Leadership Structure	7
	Board Oversight of Risk	7
	Meetings of the Board of Directors and Board Committees	8
	Board Committees	8
	Section 16(a) Beneficial Ownership Reporting Compliance	9
	Anti-Hedging and Anti-Pledging Policies	9
	Code of Ethics	9
	Insider Trading Policies and Procedures	9
	Stockholders Communications with the Board	9
COMPENSATION OF DIRECTORS		11
EXECUTIVE OFFICERS		12
EXECUTIVE COMPENSATION		13
	Summary Compensation Table	13
	Narrative Disclosure to Summary Compensation Table	13
	Outstanding Equity Awards At Year-End	16
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		18
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		19
AUDIT COMMITTEE REPORT		20
PROPOSAL 2 - THE NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS		21
PROPOSAL 3 – THE NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF HOLDING FUTURE VOTES REGARDING NAMED EXECUTIVE OFFICER COMPENSATION		22
PROPOSAL 4 - THE RATIFICATION OF THE APPOINTMENT OF THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		23
PROPOSAL 5 - THE APPROVAL THE COMPANY’S 2025 EQUITY INCENTIVE PLAN		24
PROPOSAL 6 - THE APPROVAL OF THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND BY-LAWS		28
OTHER INFORMATION		33


Record Date						Only stockholders of record of the Company’s common stock at the close of business on May 19, 2025 (the “Record Date”) are entitled to receive notice of and to vote at the Annual Meeting.

Quorum						A majority in interest of the shares of Common Stock issued and outstanding entitled to vote on the Record Date must be present in person at the Annual Meeting or represented by proxy to constitute a quorum. Votes withheld from any nominee, abstentions and “broker non-votes” (i.e., where a broker has not received voting instructions from the beneficial owner and for which the broker does not have discretionary power to vote on a particular matter) are counted as present for purposes of determining the presence of a quorum.


ATLANTIC INTERNATIONAL CORP.
(Name of Registrant as Specified In Its Charter)


x			No fee required.
o			Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.


Shares Outstanding						As of the Record Date there were 58,375,488 shares of Atlantic International’s common stock issued and outstanding.

Shareholders of Record/ Beneficial Owners						If your shares are registered directly in your name with VStock Transfer, LLC, the Company’s transfer agent, you are a shareholder of record with respect to those shares. If your shares are held in an account at a brokerage firm, bank or other nominee, then you are the beneficial owner of shares held in “street name”. As a beneficial owner, you have the right to instruct your brokerage firm, bank or other nominee how to vote your shares. Most individual shareholders are beneficial owners of shares held in “street name”.


Voting						Each share of Atlantic International common stock has one vote on each matter. Only shareholders of record as of the close of business on the Record Date (May 19, 2025) are entitled to vote at the Annual Meeting. There are two ways a stockholder of record can vote:

						(1) By Internet: you may vote over the internet by following the instructions provided on the proxy card;

						(2) By Mail: you may complete, sign and return the accompanying proxy card, in the postage-paid envelope provided; and

						If your shares are registered in the name of your broker, bank or other nominee, you are a “beneficial owner” of the shares. Beneficial owners of shares who wish to attend the Annual Meeting must obtain a valid legal proxy by contacting your account representative at the bank, broker, or other nominee that holds your shares and then register in advance to attend the Annual Meeting. After obtaining a valid legal proxy from your broker, bank or other nominee, you must submit a copy of your legal proxy reflecting the number of your shares along with your name and e-mail address, as well as a voting document indicating how to vote your shares to; vote@vstocktransfer.com. Legal proxies should be received no later than two (2) business days prior to the meeting date. Even if you plan to attend the Annual Meeting, we recommend that you vote your shares in advance as described above so that your vote will be counted if you later decide not to attend the Annual Meeting.

Revoking Your Proxy						Stockholders of record may revoke their proxies at any time before the voting is closed at the Annual Meeting. You may revoke your proxy by attending the Annual Meeting and voting, by filing an instrument in writing revoking your proxy or by filing another duly executed proxy bearing a later date with our Secretary before the vote is closed at the Annual Meeting, or by voting again using the internet before the cutoff time (your latest Internet proxy is the one that will be counted). If you hold shares through a bank, broker or other nominee, you may revoke any prior instructions by contacting that organization.

Votes Required to Adopt Proposals and Abstentions and Broker Non-Votes						The table below summarizes the votes required for approval of each matter to be brought before the Annual Meeting, as well as the treatment of abstentions and broker non-votes. If you sign and return a proxy but do not specify how you want your shares voted, your shares will be voted FOR the director nominees and FOR the other proposal listed below:


Effect of Not Casting Your Vote						If you are a beneficial owner and hold your shares in street name and want your shares to count in the election of directors (Proposal 1), the Say on Pay vote (Proposal 2), the Frequency on Say on Pay vote (Proposal 3), the ratification of the appointment of the Company’s independent registered public accounting firm (Proposal 4), the approval of the Company’s 2025 equity incentive plan (Proposal 5), or the approval of the Company’s amended and restated certificate of incorporation and by-laws (Proposal 6), you will need to instruct your broker, bank or other nominee how you want your shares voted. If you hold your shares in street name and you do not instruct your brokerage firm, bank or other nominee how to vote in the election of directors (Proposal 1), the Say on Pay vote (Proposal 2), the Frequency on Say on Pay vote (Proposal 3), the approval of the Company’s 2025 equity incentive plan (Proposal 5), or the approval of the Company’s amended and restated certificate of incorporation and by-laws (Proposal 6), no vote will be cast on your behalf on any of these proposals for which you did not provide voting instructions. Your brokerage firm, bank or other nominee will only have the discretion to vote any uninstructed shares on the ratification of the appointment of the Company’s independent registered public accounting firm (Proposal 4). If you are a shareholder of record and do not return your proxy or attend the Annual Meeting, your shares will not be considered present at the Annual Meeting for voting purposes or determining whether we have a quorum and no vote will be cast for your shares at the Annual Meeting.


Effect of Abstentions and Broker Non-Votes						Under the rules that govern brokers holding shares for their customers, brokers who do not receive voting instructions from their customers have the discretion to vote uninstructed shares on routine matters, but do not have discretion to vote such uninstructed shares on non-routine matters. Only Proposal 4, the ratification of the appointment of the Company’s independent registered public accounting firm, is considered a routine matter where brokers are permitted to vote shares held by them without instruction. If your shares are held through a broker, those shares will not be voted on the election of directors (Proposal 1), the Say on Pay vote (Proposal 2), the Frequency on Say on Pay Vote (Proposal 3), the approval of the Company’s 2025 equity incentive plan (Proposal 5), or the approval of the Company’s amended and restated certificate of incorporation and by-laws (Proposal 6), unless you affirmatively provide the broker with instructions on how to vote.

Voting Instructions						If you complete and submit your proxy voting instructions, the persons appointed by the Board as proxies (the persons named in the proxy card) will vote your shares as instructed. If you submit your proxy card but do not direct how your shares should be voted on each item, the persons named as proxies by the Board will vote FOR the election of the nominees for directors named in this proxy statement, FOR the Say on Pay vote, FOR every “three years” on the Frequency on Say on Pay vote, FOR the ratification of the appointment of the Company’s independent registered public accounting firm, FOR the approval of the Company’s 2025 equity incentive plan, and FOR the approval of the Company’s amended and restated certificate of incorporation and by-laws. The persons named as proxies will vote on any other matters properly presented at the Annual Meeting, or any postponement or adjournment thereof, in accordance with their best judgment, although the Board is not aware of any other matters other than those set forth in the Proxy Statement that will be presented for voting at the Annual Meeting.


Tabulating the Vote						Votes will be counted and certified by one or more Inspectors of Election who are expected to be an employee of VStock Transfer LLC, the transfer agent for the Company’s common stock.

Voting Results						We will announce preliminary results at the Annual Meeting. We will report final results by filing a Form 8-K within four business days after the Annual Meeting. If final results are not available at that time, we will provide preliminary voting results in the Form 8-K and will provide the final results in an amendment to the Form 8-K as soon as they become available.

Solicitation/Costs						We are paying for the distribution of the proxy materials and solicitation of the proxies. As part of this process, we reimburse brokerage firms, banks and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to our stockholders. Proxy solicitation expenses that we will pay include those for preparation, mailing, returning and tabulating the proxies. Our directors, officers and employees may also solicit proxies on our behalf in person, by telephone, email or facsimile, but they do not receive additional compensation for providing those services.


Name	Fees Earned or Paid in Cash		Option Awards			Total ($)
Prateek Gattani	$	—	$	3,068,000	(1)	$	3,068,000
Robert B. Machinist	$	—	$	—		$	—
Jeffrey Jagid	$	—	$	—		$	—
Jeffrey Kurtz	$	—	$	450,005		$	450,005
David Solimine	$	—	$	450,005		$	450,005
David Pfeffer	$	30,000	$	450,005		$	480,005
Total:	$	30,000	$	4,418,015		$	4,448,015


Name and Principal Position	Year	Salary		Bonus		Stock Awards		Non-Equity Incentive Plan Compensation		Nonqualified Deferred Compensation Earnings		All Other Compensation(1)		Total
Jeffrey Jagid	2024	$	269,231	$	449,650	$	—	$	—	$	563,833	$	208,625	$	1,491,339
Chief Executive Officer(2)
Christopher Broderick	2024	$	161,539	$	263,300	$	—	$	—	$	272,000	$	155,750	$	852,589
Chief Financial Officer(2)
Michael Tenore	2024	$	161,539	$	100,000	$	—	$	—	$	225,000	$	75,000	$	561,539
General Counsel(2)
Daniel Jones	2024	$	102,590	$	—	$	—	$	—	$	—	$	—	$	102,590
Chief Executive Officer (3)	2023	$	260,273	$	—	$	—	$	—	$	—	$	—	$	260,273
Frances Scally(4)	2024	$	33,800	$	—	$	—	$	—	$	—	$	—	$	33,800
Chief Financial Officer	2023	$	145,000	$	—	$	—	$	—	$	—	$	—	$	145,000


	Transaction Bonus		Auto Allowance		Total
Jeffrey Jagid	$	200,000	$	8,625	$	208,625
Christopher Broderick	$	150,000	$	5,750	$	155,750
Michael Tenore	$	75,000	$	—	$	75,000


Name and Address of Beneficial Owner	Number of Shares		Percentage
Executive Officers and Directors
Robert B. Machinist(1)	728,814		1.2	%
Jeffrey Jagid(1)	3,735,169	(2)	6.4	%
Christopher Broderick(1)	2,004,237	(3)	3.4	%
Michael Tenore(1)	1,001,694	(3)	1.7	%
Jeff Kurtz(1)	161,290	(4)	*
David Solimine(1)	161,290	(4)	*
David Pfeffer(5)	162,820	(6)	*
All directors and executive officers as a group (seven (7) persons)	7,955,314		13.6	%
5% or Greater Shareholder
SPP Credit Advisors, LLC 550 Fifth Avenue, 12th Floor New York, New York 10036	21,983,926	(7)	37.7	%


SECOND	The Certificate of Incorporation of the Corporation was originally filed with the Secretary of State of Delaware on April 3, 2014. A first Amended and Restated Certificate of Incorporation was filed on April 14, 2014. A second Amended and Restated Certificate of Incorporation was filed on February 18, 2016. The Certificate of Incorporation of the Corporation as heretofore amended is hereby amended and restated pursuant to Sections 228, 242 and 245 of the General Corporation Law. All amendments to the Certificate of Incorporation reflected herein (this “Restated Certificate”) have been duly adopted by the Board of Directors and stockholders of the Corporation in accordance with the provisions of such Sections. As required by Section 228 of the General Corporation Law, the Corporation has given written notice of the amendments reflected herein to all stockholders who did not consent in writing to these amendments.	The Certificate of Incorporation of the Corporation was originally filed with the Secretary of State of Delaware on April 3, 2014. A first Amended and Restated Certificate of Incorporation was filed on April 14, 2014. A second Amended and Restated Certificate of Incorporation was filed on February 18, 2016. A third Amended and Restated Certificate of Incorporation was filed on August 27, 2021. [emphasis added] The Certificate of Incorporation of the Corporation as heretofore amended is hereby amended and restated pursuant to Sections 228, 242 and 245 of the General Corporation Law. All amendments to the Certificate of Incorporation reflected herein (this “Restated Certificate”) have been duly adopted by the Board of Directors and stockholders of the Corporation in accordance with the provisions of such Sections.

Article I	The name of this corporation is SeqLL Inc.	The name of this Corporation is Atlantic International Corp.

Article IV.A.	Classes of Stock and Authorized Shares. The Corporation is authorized to issue two classes of stock to be designated, respectively, Common Stock, par value $0.00001 per share (the “Common Stock”), and Preferred Stock, par value $0.00001 per share (the “Preferred Stock”). The total number of shares which the Corporation is authorized to issue is One Hundred million (100,000,000) shares, of which Eighty Million (80,000,000) shares shall be Common Stock, and Twenty Million (20,000,000) shares shall be Preferred Stock.	Classes of Stock and Authorized Shares. The Corporation is authorized to issue two classes of stock to be designated, respectively, Common Stock, par value $0.01 per share (the “Common Stock”), and Preferred Stock, par value $0.01 per share (the “Preferred Stock”). The total number of shares which the Corporation is authorized to issue is Three Hundred million (300,000,000) shares, of which Two Hundred Eighty Million (280,000,000) shares shall be Common Stock, and Twenty Million (20,000,000) shares shall be Preferred Stock. [emphasis added]


Article VI.C.	Classified Board Structure. From and after the Effective Time (defined below), the directors, other than any who may be elected by the holders of any series of Preferred Stock under specified circumstances, shall be divided into three (3) classes hereby designated Class I, Class II and Class III. The Board of Directors may assign members of the Board of Directors already in office to such classes at the time such classification becomes effective. The term of office of the initial Class I directors shall expire at the first annual meeting of the stockholders following the effectiveness of this Restated Certificate (the “Effective Time”), the term of office of the initial Class II directors shall expire at the second annual meeting of the stockholders following the Effective Time, and the term of office of the initial Class III directors shall expire at the third annual meeting of the stockholders following the Effective Time. At each annual meeting of stockholders, commencing with the first annual meeting of stockholders following the Effective Time, each of the successors elected to replace the directors of a Class whose term shall have expired at such annual meeting shall be elected to hold office for a three-year term and until the third annual meeting next succeeding his or her election and until his or her respective successor shall have been duly elected and qualified. Notwithstanding the foregoing provisions of this Article VI, each director shall serve until his or her successor is duly elected and qualified or until his or her death, resignation, or removal.	Board Term of Office. Directors shall be elected at each annual meeting of stockholders to hold office until the next annual meeting. Each director, including a director elected to fill a vacancy, shall hold office until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal.

Article VI.D.	Removal; Vacancies. Any director may be removed from office by the stockholders of the Corporation only for cause by the affirmative vote of the holders of at least 66 2/3% of the outstanding voting power of the stockholders. Vacancies occurring on the Board of Directors for any reason and newly created directorships resulting from an increase in the authorized number of directors may be filled only by vote of a majority of the remaining members of the Board of Directors, although less than a quorum, or by a sole remaining director, at any meeting of the Board of Directors. A person elected to fill a vacancy or newly created directorship shall hold office until the next election of the class for which such director shall have been chosen and until his or her successor shall be duly elected and qualified.	Removal; Vacancies. Any director may be removed from office by the stockholders of the Corporation only for cause by the affirmative vote of the holders of at least a majority of the outstanding voting power of the stockholders. [emphasis added] Vacancies occurring on the Board of Directors for any reason and newly created directorships resulting from an increase in the authorized number of directors may be filled only by vote of a majority of the remaining members of the Board of Directors, although less than a quorum, or by a sole remaining director, at any meeting of the Board of Directors. A person elected to fill a vacancy or newly created directorship shall hold office until the next election of the class for which such director shall have been chosen and until his or her successor shall be duly elected and qualified.


Article VII.B.	No Stockholder Action by Written Consent. Subject to the rights of the holders of any series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders.	Stockholder Action by Written Consent. Subject to the rights of the holders of any series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation may be effected by consent in writing by such stockholders.

	IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation has been signed on behalf of the Corporation by its duly authorized officer effective this 27th day of August, 2021	IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation has been signed on behalf of the Corporation by its duly authorized officer effective this 15th day of July, 2025.


	Current	As amended and restated
Document title	AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SEQLL INC.	AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ATLANTIC INTERNATIONAL CORP.

FIRST.	The name of this Corporation is SeqLL Inc.	The name of this Corporation is Atlantic International Corp.



Section 2.2	Election; Resignation; Vacancies. The Board of Directors shall initially consist of the persons named as directors in the certificate of incorporation or elected by the incorporator of the corporation, and each director so elected shall hold office until the first annual meeting of stockholders or until his or her successor is duly elected and qualified. The members of the Board of Directors shall be elected for staggered terms of three (3) years, with approximately one-third (1/3) of the Directors being elected annually. Any director may resign at any time upon notice to the corporation. Unless otherwise provided by law or the certificate of incorporation, any newly created directorship or any vacancy occurring in the Board of Directors for any cause may be filled only by a majority of the remaining members of the Board of Directors, although such majority is less than a quorum, or by a plurality of the votes cast at a meeting of stockholders, and each director so elected shall hold office until the expiration of the term of office of the director whom he or she has replaced or until his or her successor is elected and qualified.	Election; Resignation; Vacancies; Removal. The Board of Directors shall initially consist of the persons named as directors in the certificate of incorporation or elected by the incorporator of the corporation, and each director so elected shall hold office until the first annual meeting of stockholders or until his or her successor is duly elected and qualified. Directors shall be elected at each annual meeting of stockholders to hold office until the next annual meeting. Each director, including a director elected to fill a vacancy, shall hold office until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal. [emphasis added] Any director may resign at any time upon notice to the corporation. Unless otherwise provided by law or the certificate of incorporation, any newly created directorship or any vacancy occurring in the Board of Directors for any cause may be filled only by a majority of the remaining members of the Board of Directors, although such majority is less than a quorum, or by a plurality of the votes cast at a meeting of stockholders, and each director so elected shall hold office until the expiration of the term of office of the director whom he or she has replaced or until his or her successor is elected and qualified. Any director may be removed from office by the stockholders of the Corporation only for cause by the affirmative vote of the holders of at least a majority of the outstanding voting power of the stockholders. Any director may be removed from office by the stockholders of the Corporation only for cause by the affirmative vote of the holders of at least a majority of the outstanding voting power of the stockholders. [emphasis added]


			By order of the Board of Directors,

June 4, 2025			/s/ Jeffrey Jagid
			Jeffrey Jagid
			Chief Executive Officer


ATLANTIC INTERNATIONAL CORP. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS ANNUAL MEETING OF STOCKHOLDERS – JULY 15, 2025 AT 10:00 AM LOCAL TIME


The undersigned hereby appoints Christopher Broderick and Michael Tenore, and each of them, with full power of substitution and power to act alone, as proxies to vote all the shares of Common Stock which the undersigned would be entitled to vote if personally present and acting at the Annual Meeting of Shareholders of Atlantic International Corp., to be held on July 15, 2025 at 10:00 a.m., via a live webcast available at htt;s://meeting.vstocktransfer.com/ATLANTICJULY25, and at any adjournments or postponements thereof, as follows:

(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)

VOTING INSTRUCTIONS
If you vote by phone, fax or internet, please DO NOT mail your proxy card.

Please mark, sign, date, and return this Proxy Card to: vote@vstocktransfer.com.