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) March ~~February 2~~20, 2026

ATLANTIC INTERNATIONAL CORP.

(Exact name of registrant as specified in charter)

Delaware		001-40760		46-5319744
(State or other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(IRS 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)

N/A

(Former name or former address, if changed since last report)

Securities registered or to be registered as pursuant to Section 12(b) of the Act: ~~None~~

TITLE OF EACH CLASS		TRADING SYMBOL		NAME OF EACH EXCHANGE ON WHICH REGISTERED
Common stock, $0.00001 par value per share		ATLN		The Nasdaq Global Market

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:

o☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b)) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐	Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 x☒

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☐

Item 51.0201. ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

OnThe ~~January~~information ~~12,~~contained 2026, Atlantic International Corp. (the “Company”) appointed Kevin J. Murphy, CPA as Chief Financial Officer of the Company upon his execution of the Employment Agreement described below. Mr. Murphy brings over 27 years of experience in ~~financial~~Item ~~and operations reporting and analysis and accounting~~2. ~~His~~01 ~~skills are in managing the financial operations~~ of ~~complex~~this Current ~~organizations,~~Report ~~communications~~on ~~with~~Form ~~private~~8-K ~~equity stakeholders, directors and executive leaders, bank reporting, technology selection and integration, and audit and tax planning. Mr. Murphy~~ is aincorporated ~~Certified~~herein ~~Public~~by ~~Accountant, with a B~~reference.S. in Business, Major in Accounting from Eastern Illinois University and is a Six Sigma Green Belt. From June 2023 until joining the Company, he last held the position of Executive VP and Division CFO at Hospitality Staffing Solutions, LLC (HSS), Atlanta Georgia. There, he led all back-office, field operations and sales teams at the largest privately-held janitorial company in the U.S. and presented strategic recommendations, performance updates and transformation milestones. He also led a major corporate transformation that redesigned organizational structure and developed and launched a multi-year strategic growth plan that repositioned the company in core markets and expanded new verticals. From November 2014 to May 2023 he held the position of Senior VP of Finance and Treasurer at HSS. He was responsible for accounting, finance, billing, payroll, HR, IT, compliance, risk management and facilities. He completed the sell side management presentations and due diligence for the sale of this private equity owned staffing company to a private equity owned janitorial company in January 2020. From January 2006 to May 2014, Mr. Murphy held several positions as director or vice president of finance and controller at Choice Point Services, Inc. Signature Information Solutions LLC, Lexis Nexis and Red Book Connect LLC. From May 1998 to January 2006 he rose from staff accountant and senior accountant to director of accounting at several firms.

~~Pursuant~~Item ~~to an Executive Employment Agreement dated as of February~~ 2~~, 2026 (the “Employment Agreement”), Mr~~.01 ~~Murphy~~Completion ~~will receive a base salary~~ of ~~$375,000~~Acquisition a year, with the ability to earn a performance-based annual bonus of $200,000 each year based on mutually agreed-upon performance goals. The Employment Term is one-year, provided that on the first and subsequent anniversary dates of the commencement of employment, the Term shall be automatically extended for one-year periods unless either the Company or ~~Mr.~~Disposition ~~Murphy gives not less than sixty (60) days prior termination notice. Mr. Murphy was awarded an initial grant~~ of ~~400,000 stock options under the Company’s equity incentive plan~~Assets. The options have an exercise price equal to the closing price on the date of grant and are exercisable for five years. The options will vest over four years, with 25% vesting on the first anniversary of the grant date and the remaining 75% vesting in three equal annual installments thereafter, subject to Mr. Murphy’s continued employment with the Company. The Company agreed to evaluate a potential additional equity grant on or about August 2, 2026, subject to Board approval. Mr. Murphy will be entitled to participate in the Company’s benefit plans commensurate with his position with the Company.

InPreferred ~~the~~Stock ~~event~~Purchase Mr. Murphy dies or is disabled for three consecutive months, he or his estate shall be entitled to: (i) have any equity that would have vested solely due to the passage of time during the 24 month beginning on the date of death or disability termination to immediately vest; (ii) be paid all Accrued Benefits (as defined), and (iii) a prorated bonus. In the event Mr. Murphy is terminated for Cause (as defined) he shall be entitled to Accrued Benefits only. If Mr. Murphy is terminated by the Company other than for Cause or by Mr. Murphy for Good Reason (as defined), upon Mr. Murphy’s execution of a general release and/or termination agreement, he shall be entitled to: (i) all Accrued Benefits; (ii) the Prorated Bonus if he was on pace to achieve the performance bonus, (iii) severance equal to six (6) months of his then current annual base salary, (iv) participate in the Company’s health insurance plan for twelve (12) months at the Company’s expense, and (v) 100% of all then unvested equity shall immediately vest. If Mr. Murphy terminates his employment for any reason he shall not be entitled to any additional payments or benefits other than Accrued Benefits and participation in COBRA. Agreement

InOn ~~the~~March ~~event~~20, of2026, aAtlantic ~~Change~~International ~~of Control~~ Corp (asthe ~~defined~~“Company”), ~~100%~~entered ofinto ~~Mr.~~a ~~Murphy’s~~Securities ~~then~~Purchase ~~unvested~~Agreement ~~equity~~(the ~~shall~~“Purchase ~~immediately~~Agreement”) ~~vest~~with ~~and~~an ~~all~~institutional investor ~~Performance~~(the ~~Bonuses~~“Purchaser”), ~~are~~whereby ~~immediately~~it ~~due~~agreed ~~and~~to ~~payable.~~sell ~~For~~to athe ~~twelve~~Purchaser ~~month~~(the ~~period~~“Offering”), ~~after~~for ~~termination~~an ofaggregate ~~Mr.~~gross purchase ~~Murphy’s~~price ~~employment~~of ~~for~~$5,600,000: ~~Cause~~(i) an heaggregate ~~will~~of be5,600 ~~subject~~shares toof ~~non-competition~~a ~~and~~newly ~~non-solicitation~~established ~~provisions,~~series ~~and~~of ~~six~~preferred ~~months~~stock ifdesignated ~~terminated~~as ~~for~~“Series B ~~any~~5% ~~other~~Convertible ~~reason.~~Preferred ~~There~~Stock, ~~are~~par novalue ~~arrangements between Mr~~$0.00001 ~~Murphy~~per ~~and~~share” ~~any~~(the ~~other~~“Preferred ~~persons~~Stock”), ~~pursuant to~~ which hehave ~~was~~a ~~appointed. There~~stated ~~are~~value noof $1,070 ~~family~~per ~~relationships~~share, ~~between~~reflecting ~~Mr.~~the ~~Murphy~~original ~~and~~issue ~~any~~discount ~~director or executive officer~~ of ~~the Company~~6.5%, and ~~he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404~~(aii) Preferred ofStock ~~Regulation~~Purchase ~~S-K.~~Warrants ~~The foregoing summary of~~ (the ~~employment offer between the Company and Mr. Murphy is qualified in its entirety by reference~~ “Warrants”) to ~~the~~purchase ~~complete~~an ~~text~~aggregate of ~~the~~an ~~afore-mentioned~~additional ~~Employment~~5,600 ~~Agreement which~~shares isof ~~attached~~Preferred asStock ~~Exhibit~~(the ~~10.1~~“Warrant ~~to this Current Report on Form 8-K and is incorporated by reference herein~~Shares”).

~~Item~~The 9Offering was completed on March 20, 2026 (the “Closing Date”), subject to customary closing conditions.01 The net proceeds from the Offering were $5,565,000 after transaction expenses. ~~Financial~~The ~~Statements~~Company plans to use the net proceeds for working capital and ~~Exhibits~~other general corporate purposes.

As provided in the Purchase Agreement, before the closing of the Offering, the Company filed with the Secretary of State of the State of Delaware a Certificate of Designations, Preferences, Rights and Limitations of Series B 5% Convertible Preferred Stock (dthe “Certificate of Designations”) ~~Exhibits~~to its Amended and Restated Certificate of Incorporation. The Certificate of Designations establishes and sets forth the designations, preferences, powers and rights of the Preferred Stock.

Exhibit No.						Description
10.1						Executive Employment Agreement, dated as of February 2, 2026, by and between Atlantic Internatioanl Corp. and Kevin Murphy
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

The Preferred Stock ranks senior to the Company’s common stock (the “Common Stock”) with respect to dividends (the Preferred Stock shall pay a dividend of 5.0%, payable in cash or shares of the Preferred Stock) redemption rights, distributions and payments upon the liquidation, dissolution and winding up of the Company, unless the holders of a majority of the outstanding shares of the Preferred Stock consent to the creation of series of preferred stock which will be pari passu or senior to the Preferred Stock.

1The Preferred Stock may be converted into such number of shares of Common Stock as equals the stated value of the Preferred Stock divided by the applicable Conversion Price. The Conversion Price is initially equal to $4.38, which was the Closing Price of the Common Stock at the opening of trading on the Closing Date, and will remain fixed for the first 30 calendar days following the Closing Date (the "Initial Conversion Price Period") (the "Initial Conversion Price"). The Initial Conversion Price is subject to adjustment as set forth in the Certificate of Designations.

~~SIGNATURES~~1

~~Pursuant~~The toCompany may, at any time commencing thirty (30) business days after the ~~requirements~~Closing Date, at its sole option, purchase back some or all of the ~~Securities~~Preferred ~~Exchange~~Stock ~~Act~~then outstanding, at the price equal to 110% of ~~1934~~the value of the outstanding Preferred Stock (the “Optional Redemption Amount”), upon a prior written notice to the ~~registrant~~Purchaser ~~has~~given ~~duly~~at ~~caused~~least ~~this~~thirty ~~report~~(30) days before the date of such purchase (the “Optional Redemption Notice”). The Purchaser shall continue to behave ~~signed~~the onright ~~its~~to ~~behalf~~convert bythe Preferred Stock at the ~~undersigned~~Conversion ~~hereunto~~Price ~~duly~~after ~~authorized~~receipt of an Optional Redemption Notice and prior to the payment of the Optional Redemption Amount.

Dated: February 3, 2026	ATLANTIC INTERNATIONAL CORP.
	By:	/s/ Jeffrey Jagid
		Jeffrey Jagid
		Chief Executive Officer

Upon the consummation of a Fundamental Transaction by the Company, which includes a merger, sale of all or substantially all the assets of the Company, recapitalization, reorganization, or the sale by the Company of shares resulting in more than 50% ownership by a person or group, the holders of the Preferred Stock shall have the right to convert their shares of Preferred Stock into the shares of common stock of the successor or acquiring corporation or the shares of Common Stock of the Company, if it is the surviving entity, and receive any additional consideration receivable as a result of such Fundamental Transaction by a holder of shares of Common Stock

2Upon any issuance by the Company or any of its subsidiaries of Common Stock, Common Stock equivalents for cash consideration, indebtedness or a combination of units thereof (the “Subsequent Financing”), the Purchaser shall have the right to participate in up to 25% of the aggregate amount of such Subsequent Financing on the same terms, conditions and price provided for in the Subsequent Financing, during a period of 24 months after the Closing Date.

The Company shall indemnify the Purchaser and their control persons, affiliates and assignees from and against any and all liabilities which may be incurred by them in connection with the transactions contemplated by the Purchase Agreement, against certain liabilities, including liabilities under the Securities Act and liabilities arising from breaches of representations and warranties contained in the Purchase Agreement.

The Purchase Agreement contains customary representations, warranties and agreements by the Company and customary conditions to closing.

The foregoing descriptions of the terms and conditions of the Purchase Agreement and the Certificate of Designations do not purport to be complete and are qualified by reference to the afore-mentioned documents. The Purchase Agreement and the Certificate of Designations are attached hereto as Exhibits 10.1 and 3.1, respectively, and are incorporated herein by reference. The foregoing summaries of such documents are qualified in their entirety by reference to such exhibits.

Warrants

At the closing, we issued a Preferred Stock Purchase Warrant to purchase 5,600 shares of Preferred Stock, with an exercise price equal to $1,000 per share, subject in each instance to adjustments in the event of the payment of dividends or other distributions, stock splits, subsequent rights offerings, as provided under the terms of the Warrants. The Warrants are exercisable, in full or in part, at any time up to and including the eleven-month anniversary of the Closing Date.

In the event of a sale of the Company or other Fundamental Transaction prior to the expiration or exercise of the Warrants, the holders of the Warrants shall have a right to receive, for each share of Common Stock that would have been issuable upon conversion of the Warrant Shares that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder, the equivalent number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration receivable as a result of such Fundamental Transaction by a holder of shares of Common Stock.

The foregoing description of the terms and conditions of the Warrants does not purport to be complete and is qualified by reference to the afore-mentioned document. The form of a Warrant is attached as Exhibit 4.1 hereto and is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal year. The information set forth in Item 2.01 of this Current Report on Form 8-K with respect to the Certificate of Designations is incorporated herein by reference

An opinion of Davidoff Hutcher & Citron LLP regarding the validity of the Common stock issuable upon conversion of the Preferred Stock and exercise of the Warrants being issued and sold in the Offering is attached as Exhibit 5.1 hereto.

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy, and these securities cannot be sold in any state or jurisdiction in which this offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any state or jurisdiction. Any offer will be made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement.

Forward-looking Statements.

The Company notes that the representations, warranties and covenants made by the Company in any agreement that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements. In addition, the assertions embodied in any representations, warranties and covenants contained in such agreements may be subject to qualifications with respect to knowledge and materiality different from those applicable to security holders generally. Moreover, such representations, warranties or covenants were accurate only as of the date when made, except where expressly stated otherwise. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of the Company’s affairs at any time.

This report contains forward-looking statements. Forward-looking statements include, but are not limited to, statements that express the Company’s intentions, beliefs, expectations, strategies, predictions or any other statements related to the Company’s future activities, or future events or conditions. These statements are based on current expectations, estimates and projections about the Company’s business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including the completion of the Offering, the satisfaction of customary closing conditions related to each, the intended use of net proceeds therefrom, the potential exercise of warrants, as well as those risks discussed in the Company’s Prospectus Supplement, Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and in other documents that the Company files from time to time with the Commission. Any forward-looking statements speak only as of the date on which they are made, and the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this report, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
3.1		Certificate of Designations, Preferences, Rights and Limitations of Series B Convertible Preferred Stock.
4.1		Form of a Preferred Stock Purchase Warrant.
5.1		Opinion of Davidoff Hutcher and Citron LLP.
10.1		Securities Purchase Agreement, dated March 20, 2026 by and between Atlantic International Corp and the Purchaser.*
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Schedules, exhibits and similar supporting attachments to this exhibit are omitted pursuant to Item 601(a)(5) of Regulation S-K. We agree to furnish a supplemental copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request.

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.

Dated: March 26, 2026	ATLANTIC INTERNATIONAL CORP.

	By:	/s/ Jeffrey Jagid
		Jeffrey Jagid
		Chief Executive Officer

Filing Compare · ATLANTIC INTERNATIONAL CORP.