What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2026-08-19 compared with 2026-06-22 · 49 added, 3 removed, 20 unchanged (72% of the section changed)

Unregistered Sales of Equity Securities and Use of Proceeds.

Defaults Upon Senior Securities.

Defaults Upon Senior Securities/Global Settlement

SPP Credit Advisors LLC and Rick Arrowsmith v.

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SPP has attempted to exercise its pledge and has sought to try to replace the management of Lyneer.

The company believes it has meritorious defense to the claims of SPP and, as described above, has commenced a lawsuit to contest SPP’s actions.

SPP Credit Agreement Default Notice

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By letter dated April 30, 2026, SPP notified Atlantic and Lyneer of certain additional Events of Default, specifically, as a result of (i) various Events of Default described in the above-described SLR Letter, (ii) various Events of Default described in the Default Notice dated March 30, 2026 from SPP to Lyneer, and (iii) permitting a subsidiary of Atlantic to make certain payments to or for the benefit of Atlantic.

The Company believes it has meritorious defenses to the claims of SPP and, as previously reported, has commenced a lawsuit to contest SPP’s actions.

SPP Global Settlement

On August 7, 2026, Circle8 Group, Inc.

(herein referred to as “Atlantic”), together with Lyneer Investments, LLC, a Delaware limited liability company (“Lyneer Investments”), Lyneer Staffing Solutions, LLC, a Delaware limited liability company (“Lyneer Staffing”), and Lyneer Holdings, Inc., a Delaware corporation (“Lyneer Holdings,” and together with Lyneer Investments and Lyneer Staffing, the “Companies”), entered into a settlement agreement with SPP Credit Advisors, LLC (“SPP”), in its capacity as the Administrative Agent for itself and the lenders under the Bridge Loan Credit Agreement (as defined in the Settlement Agreement) and in its capacity as the Agent for itself and the secured parties under the Term Loan Credit Agreement (as defined in the Settlement Agreement.), to which that Companies, Atlantic, SPP and IDC Technologies, Inc., a California corporation (“IDC’) are parties.

The settlement agreement (the “Settlement Agreement”) resolves outstanding litigation and claims (the “Pending Litigation”) between the parties arising out of the Bridge Loan Credit Agreement and the Lyneer Term Loan Credit Agreement (collectively, the “Loan Agreements”).

Additionally, among other terms, the Settlement Agreement extinguishes a $35,000,000 Promissory note that was convertible into the common stock of the Company and provides for an orderly repayment of the Loan Agreements.

To avoid further expense and uncertainty, the parties agreed to enter into the Settlement Agreement without admitting liability, agreeing to file joint stipulations of dismissal without prejudice for both the New York and Delaware actions upon execution.

Key terms of the Settlement Agreement include:

Share Exchange & Call Option :

Atlantic agreed to issue 21,983,926 shares of Atlantic common Stock (the “New Atlantic Shares”) to SPP.

In exchange, SPP granted Atlantic a ten-year call option to acquire 21,983,926 shares of Atlantic Common Stock foreclosed upon by SPP from IDC at a purchase price of $0.00001 per share for immediate retirement and

cancellation.

Additionally, the $35,000,000 convertible promissory note issued by Atlantic to IDC in connection with the Company’s acquisition of the Lyneer Companies was released, canceled and discharged.

Legal Fee Shares :

Atlantic agreed to issue such number of shares of Common Stock to SPP (the “Legal Fee Shares”) as equals the total amount of SPP’s legal fees and expenses incurred in connection with the litigation, not exceeding $1,800,000.

Disposition of Shares :

SPP agreed to use commercially reasonable efforts to sell the New Atlantic Shares over an 18-month period (the “Disposition Period”) to satisfy the SPP Indebtedness.

The indebtedness will bear interest at a non-default rate of 5% per annum during this period.

If sales do not fully satisfy the indebtedness, Atlantic will execute an amended term note for the remaining balance with a 13-month term.

If the SPP Indebtedness is repaid in full before all the shares are sold, any remaining shares will be returned to Atlantic for cancellation.

Registration Rights & Liquidated Damages :

Atlantic agreed to file a prospectus supplement to its existing Form S-3 shelf registration statement to register the resale of the New Atlantic Shares.

Failure to file the supplement within three business days or maintain an effective registration statement during the Disposition Period obligates Atlantic to pay liquidated damages equal to 2% per month of the closing price multiplied by the covered shares.

Management & Governance Changes:

Lyneer Staffing agreed to engage Robert O.

Riiska of SierraConstellation Partners LLC as Chief Transformation Officer (CTO).

The board of directors of Lyneer Staffing will be reconstituted to consist of three members:

one Atlantic designee, one SPP designee, and an Independent Director (initially Matthew Kahn).

Specific material actions (such as bankruptcy filings, asset sales, mergers, or capital structure changes) remain subject to express written approval by Atlantic.

Refinancing of Senior Debt :

Lyneer Staffing agreed to use commercially reasonable efforts, without recourse if unsuccessful, to refinance the Loan and Security Agreement dated as of April 29, 2025, with North Mill Capital LLC (d/b/a SLR Business Credit, hereafter “SLR”) within 45 days of August 7, 2026.

Upon refinancing of the SLR facility Lyneer is obligated to make a $5 million payment to SPP to:

(i) first satisfy the SPP Bridge Loan in full;

(ii) second to any remaining SPP legal Fees, and (iii) third to reduce the principal balance of the SPP indebtedness.

Capital Raises & Proceeds Distribution :

Proceeds from any future debt or equity capital raises by Atlantic will be distributed as follows:

20% divided equally between SPP (to pay legal fees and reduce loan principal) and Employers HR, LLC (to reduce payroll-related obligations), and 80% retained by Atlantic for corporate and operational expenses.

No proceeds may be used for the purpose of paying employee bonuses.

Nasdaq Delisting Notice

On August 13, 2026, Circle8 Group, Inc.

(the “Company”) received a deficiency letter from the NASDAQ Listing Qualifications Department (the “Staff”) of The NASDAQ Stock Market LLC (“NASDAQ”) notifying the Company that, for the last 30 consecutive business days, the closing bid price for the Company’s common stock has been below the minimum $1.00 per share required for continued listing on The NASDAQ Global Select Market pursuant to NASDAQ Listing Rule 5450(a)(1) (the “Minimum Bid Price Requirement”).

The NASDAQ deficiency letter has no immediate effect on the listing of the Company’s common stock, and its common stock will continue to trade on The NASDAQ Global Market under the symbol “CIRC” at this time.

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been given 180 calendar days, or until February 9, 2027, to regain compliance with the Minimum Bid Price Requirement.

If at any time before February 9, 2027, the bid price of the Company’s common stock closes at $1.00 per share or more for a minimum of 10 consecutive business days, the Staff will provide written confirmation that the Company has achieved compliance.

If the Company does not regain compliance with the Minimum Bid Price Requirement by February 9, 2027, the Company may be afforded a second 180 calendar day period to regain compliance.

If the Company does not regain compliance with the Minimum Bid Price Requirement by the end of the compliance period (or the second compliance period, if applicable), the Company’s common stock will become subject to delisting.

In the event that the Company receives notice that its common stock is being delisted, the Nasdaq listing rules permit the Company to appeal a delisting determination by the Staff to a hearings panel.

The Company intends to monitor the closing bid price of its common stock and may, if appropriate, consider available options to regain compliance with the Minimum Bid Price Requirement, including initiating a reverse stock split.

However, there can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Requirement or will otherwise be in compliance with other NASDAQ Listing Rules.

Mine Safety Disclosures.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities