Atomera Inc 8-K, filed Oct 29, 2026
Atomera Inc (ATOM)
About this 8-K
Atomera Inc filed this 8-K on October 29, 2026.
Atomera reported a third-quarter net loss of ($6.0) million, or ($0.15) per basic and diluted share, and $34.8 million in cash, cash equivalents and short-term investments as of Sept. 30, 2026. It also signed a Joint Development Agreement with IQE. AI summary
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date
of earliest event reported):
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 2.02 Results of Operations and Financial Condition.
On October 29, 2026, Atomera Incorporated issued a press release announcing its financial results for the three and nine months ended September 30, 2026. The Company also intends to conduct an earnings call over which it will distribute an investor presentation. The text of the press release is attached hereto as Exhibit 99.1 and the investor presentation is attached hereto as Exhibit 99.2, both are incorporated by reference herein.
The information in this Current Report, including the exhibits attached hereto, is furnished pursuant to Item 2.02 and shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
The following exhibits are filed with this report:
| 99.1 | Press release dated October 29, 2026 Atomera Incorporated |
| 99.2 | Investor presentation dated October 29, 2026 Atomera Incorporated |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| ATOMERA INCORPORATED | ||
| Dated: October 29, 2026 | /s/ Francis B. Laurencio | |
Francis B. Laurencio, Chief Financial Officer |
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Exhibit 99.1
Atomera Provides Third Quarter 2026 Results
LOS GATOS, Calif. Oct. 29, 2026 Atomera Incorporated (NASDAQ: ATOM), a semiconductor materials and technology licensing company, today provided a corporate update and announced financial results for the third quarter ended Sept. 30, 2026.
Recent Company Highlights
| · | Increased engagement count to three customers in gate-all-around | |
| · | Signed a Joint Development Agreement with IQE to bring high-performance, cost-effective RF GaN to market | |
| · | Demonstrated simpler, lower cost approach to enable next-generation DRAM transistors with MST |
Management Commentary
“This quarter we expanded our customer engagements in the advanced logic and memory segments, where AI continues to drive the need for higher transistor performance. Our ground-breaking nano-scale diffusion blocking work for gate-all-around transistors has generated interest not only with the GAA foundries, but also with designers of next generation memory solutions” said Scott Bibaud, president and CEO of Atomera. “While work in our traditional business is taking off, we also took an important step toward commercializing our GaN-on-silicon solutions by signing a joint development agreement with IQE, a leading supplier of compound semiconductor wafers.”
Financial Results
The Company incurred a net loss of ($6.0) million, or ($0.15) per basic and diluted share in the third quarter of 2026, compared to a net loss of ($5.6) million, or ($0.17) per basic and diluted share, for the third quarter of 2025. Adjusted EBITDA (a non-GAAP financial measure) in the third quarter of 2026 was a loss of ($4.6) million compared to an adjusted EBITDA loss of ($4.4) million in the third quarter of 2025.
The Company had $34.8 million in cash, cash equivalents and short-term investments as of Sept. 30, 2026, compared to $19.2 million as of December 31, 2025.
The total number of shares outstanding was 39.1 million as of September 30, 2026.
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Third Quarter 2026 Results Webinar
Atomera will host a live video webinar today to discuss its financial results and recent progress.
Date: Thursday, Oct. 29, 2026
Time: 2:00 p.m. PT (5:00 p.m. ET)
Webcast: Accessible at https://ir.atomera.com
Note about Non-GAAP Financial Measures
In addition to the unaudited results presented in accordance with generally accepted accounting principles, or GAAP, in this press release, Atomera presents adjusted EBITDA, which is a non-GAAP financial measure. Adjusted EBITDA is determined by taking net loss and eliminating the impacts of interest, depreciation, amortization and stock-based compensation. Our definition of adjusted EBITDA may not be comparable to the definitions of similarly-titled measures used by other companies. We believe that this non-GAAP financial measure, viewed in addition to and not in lieu of our reported GAAP results, provides useful information to investors by providing a more focused measure of operating results. This metric is used as part of the Company's internal reporting to evaluate its operations and the performance of senior management. A table reconciling this measure to the comparable GAAP measure is available in the accompanying financial tables below.
About Atomera Incorporated
Atomera Incorporated is a semiconductor materials and technology licensing company focused on deploying its proprietary, silicon-proven technology into the semiconductor industry. Atomera has developed Mears Silicon Technology™ (MST®), which increases performance and power efficiency in semiconductor transistors. MST can be implemented using equipment already deployed in semiconductor manufacturing facilities and is complementary to other nano-scaling technologies already in the semiconductor industry roadmap. More information can be found at www.atomera.com.
Safe Harbor
This press release contains forward-looking statements concerning Atomera Incorporated, including statements regarding the prospects for the semiconductor industry generally and the ability of our MST technology to significantly improve semiconductor performance. Those forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual results to differ materially. Among those factors are: (1) the fact that, to date, we have only recognized minimal engineering services and licensing revenues thus subjecting us to all the risks inherent in an early-stage enterprise; (2) the risk that licensees or JDA customers do not advance to royalty-based manufacturing and distribution licenses; (3) our ability to add other licensees and/or JDA customers; (4) risks related to our ability to raise sufficient capital, as and when needed, to pursue the further development, licensing and commercialization of our MST technology; (5) our ability to protect our proprietary technology, trade secrets and know-how and (6) those other risks disclosed in the section "Risk Factors" included in our Annual Report on Form 10-K filed with the SEC on February 24, 2026. We caution readers not to place undue reliance on any forward-looking statements. We do not undertake, and specifically disclaim any obligation, to update or revise such statements to reflect new circumstances or unanticipated events as they occur.
-- Financial Tables Follow –
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Atomera Incorporated
Condensed Balance Sheets
(in thousands, except per share data)
| September 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 23,268 | $ | 19,210 | ||||
| Short-term investments | 11,560 | – | ||||||
| Interest receivable | 152 | 54 | ||||||
| Prepaid expenses and other current assets | 456 | 338 | ||||||
| Total current assets | 35,436 | 19,602 | ||||||
| Property and equipment, net | 62 | 60 | ||||||
| Security deposit | 14 | 14 | ||||||
| Operating lease right-of-use asset | 2,731 | 884 | ||||||
| Financing lease right-of-use-asset | 196 | 533 | ||||||
| Total assets | $ | 38,439 | $ | 21,093 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 868 | $ | 608 | ||||
| Accrued expenses | 522 | 168 | ||||||
| Accrued payroll related expenses | 1,326 | 650 | ||||||
| Current operating lease liability | 1,908 | 147 | ||||||
| Current financing lease liability | 198 | 420 | ||||||
| Deferred Revenue | – | 7 | ||||||
| Total current liabilities | 4,822 | 2,000 | ||||||
| Long-term operating lease liability | 823 | 712 | ||||||
| Total liabilities | 5,645 | 2,712 | ||||||
| Commitments and contingencies | – | – | ||||||
| Stockholders’ equity: | – | – | ||||||
| Preferred stock $0.001 par value, authorized 2,500 shares; none issued and outstanding as of September 30, 2026 and December 31, 2025 | ||||||||
| Common stock: $0.001 par value, authorized 95,000 shares; 39,083 shares issued and outstanding as of September 30, 2026; and 32,354 shares issued and outstanding as of December 31, 2025 | 39 | 32 | ||||||
| Additional paid in capital | 292,874 | 260,043 | ||||||
| Other comprehensive income (loss) | (10 | ) | – | |||||
| Accumulated deficit | (260,109 | ) | (241,694 | ) | ||||
| Total stockholders’ equity | 32,794 | 18,381 | ||||||
| Total liabilities and stockholders’ equity | $ | 38,439 | $ | 21,093 | ||||
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Atomera Incorporated
Condensed Statements of Operations
(Unaudited)
(in thousands, except per share data)
| Three Months Ended | Nine Months Ended | |||||||||||||||||||
| September 30, | June 30, | September 30, | September 30, | |||||||||||||||||
| 2026 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||
| Revenue | $ | – | $ | 158 | $ | 11 | $ | 169 | $ | 15 | ||||||||||
| Cost of revenue | – | (26 | ) | (128 | ) | (152 | ) | (190 | ) | |||||||||||
| Gross margin | – | 132 | (117 | ) | 17 | (175 | ) | |||||||||||||
| Operating expenses | ||||||||||||||||||||
| Research and development | 3,647 | 3,287 | 3,304 | 10,391 | 9,563 | |||||||||||||||
| General and administrative | 2,338 | 3,167 | 2,165 | 7,838 | 6,301 | |||||||||||||||
| Selling and marketing | 343 | 437 | 207 | 1,199 | 472 | |||||||||||||||
| Total operating expenses | 6,328 | 6,891 | 5,676 | 19,428 | 16,336 | |||||||||||||||
| Loss from operations | (6,328 | ) | (6,759 | ) | (5,793 | ) | (19,411 | ) | (16,511 | ) | ||||||||||
| Other income (expense) | ||||||||||||||||||||
| Interest income | 254 | 172 | 232 | 623 | 736 | |||||||||||||||
| Accretion income | 75 | 178 | – | 310 | 6 | |||||||||||||||
| Interest expense | (7 | ) | (1 | ) | (12 | ) | (12 | ) | (51 | ) | ||||||||||
| Other income, net | – | 74 | – | 75 | 71 | |||||||||||||||
| Total other income, net | 322 | 423 | 220 | 996 | 762 | |||||||||||||||
| Net loss | $ | (6,006 | ) | $ | (6,336 | ) | $ | (5,573 | ) | $ | (18,415 | ) | $ | (15,749 | ) | |||||
| Net loss per common share, basic and diluted | $ | (0.15 | ) | $ | (0.17 | ) | $ | (0.17 | ) | $ | (0.49 | ) | $ | (0.51 | ) | |||||
| Weighted average number of common shares outstanding, basic and diluted | 38,899 | 38,647 | 31,128 | 37,614 | 30,593 | |||||||||||||||
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Atomera Incorporated
Reconciliation to Non-GAAP EBITDA
(Unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||||||||||
| September 30, | June 30, | September 30, | September 30, | |||||||||||||||||
| 2026 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||
| Net loss (GAAP) | $ | (6,006 | ) | $ | (6,336 | ) | $ | (5,573 | ) | $ | (18,415 | ) | $ | (15,749 | ) | |||||
| Depreciation and amortization | 10 | 6 | 11 | 25 | 35 | |||||||||||||||
| Stock-based compensation | 1,746 | 1,741 | 1,342 | 4,893 | 3,629 | |||||||||||||||
| Interest income | (254 | ) | (172 | ) | (232 | ) | (623 | ) | (736 | ) | ||||||||||
| Accretion income | (75 | ) | (178 | ) | – | (310 | ) | (6 | ) | |||||||||||
| Interest expense | 7 | 1 | 12 | 12 | 51 | |||||||||||||||
| Other income, net | – | (74 | ) | – | (75 | ) | (71 | ) | ||||||||||||
| Net loss non-GAAP EBITDA | $ | (4,572 | ) | $ | (5,012 | ) | $ | (4,440 | ) | $ | (14,493 | ) | $ | (12,847 | ) | |||||
Investor Contact:
Bishop IR
Mike Bishop
(415) 894-9633
investor@atomera.com
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Exhibit 99.2
Q3 2026 Conference Call October 29, 2026 Atomera Incorporated 1
Safe Harbor This presentation contains forward - looking statements concerning Atomera Incorporated (““ Atomera ,” the “Company,” “we,” “us,” and “our”). The words “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “woul d,” “project,” “plan,” “expect” and similar expressions that convey uncertainty of future events or outcomes are intended to identify forwar d - looking statements. These forward - looking statements are subject to a number of risks, uncertainties and assumptions, including those disclosed in the section "Risk Factors" included in our Annual Report on Form 10 - K filed with the SEC on February 24, 2026 (the “Annual Report ”). In light of these risks, uncertainties and assumptions, the forward - looking events and circumstances discussed in this presentation may not occur and actual results could differ materially and adversely from those anticipated or implied in our forward - looking statements. You should not rely upon forward - looking statements as predictions of future events. Although we believe that the expectations reflected in our forward - looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances described in the forward - looking statements will be achieved or occur. This presentation contains only basic information concerning Atomera . The Company’s filings with the Securities Exchange Commission, including the Annual Report, include more information about factors that could affect the Company’s operating and financial results. We assume no obligation to update information contained in this presentation. Although this presentation m ay remain available on the Company's website or elsewhere, its continued availability does not indicate that we are reaffirming or confirming any of the information contained herein. Atomera Incorporated 2
3 Strong, Growing and Defensible Patent Portfolio High Leverage IP Licensing Business Model Top Tier Management Team Transistor enhancement technology for the $750B semiconductor market Mears Silicon Technology (MST ® ) Quantum Engineered Materials
Atomera’s technology in AI GAA transistor cross - section, without and with MST MST in Gate all around ▪ Engaged with three of the four GAA customers ▪ Solving one of the biggest problems in 3D devices ▪ On the path to MST becoming a standard feature MST in next gen Memory ▪ Diffusion control equally important in memory evolution ▪ DRAM, HBM, and NAND Atomera Incorporated 4 GAA – Gate All Around · HBM – High Bandwidth Memory ·
Memory – 4F2 DRAM Atomera 5 Bitline Word line (gate) Cell capacitor P + MST P Phosphorus diffuses out of S/D region Loses drive current h + Gate - edge creates holes Holes charge the floating body and drain the stored bit THE MST SOLUTION ✓ Blocks phosphorus movement Doping profile stays in place ✓ Prevents hole generation No holes, no floating body Simpler process 2 selective epi steps eliminated 1 wafer bonding module eliminated MST ✓ Blanket Quantum Engineered MST film on Silicon Substrate ✓ + + + + + THE PROBLEM P P P LDD – Lightly Doped Drain S/D – Source / Drain
MST technology focus areas Atomera 6 MST for Advanced Logic Nodes MST for RF - SOI MST for Power MST for Memory MST for GaN
Joint development with IQE Atomera Incorporated 7 MOCVD GaN epitaxy AlGaN / AlN on MST Si wafer Si epitaxy MST on Si wafer Contributes MST - enabled silicon substrates Contributes GaN epitaxy and volume wafer manufacturing IQE to manufacture for foundry and IDM customers MST GaN - on - Si wafer Best - in - class RF linearity and loss GaN / AlGaN AlN MST Silicon IQE Atomera
Atomera Brands Atomera 8 MST Integrated into devices STI STI MST Gate Silicon MST Engineered Starting Substrate Silicon (starting wafer) MST
Financial Review Atomera Incorporated 9 Sep 30, 2025 Jun 30, 2026 Sep 30, 2026 Three months ended · $ in thousands, except per - share data $11 $158 $ – REVENUE (117) 132 – Gross Profit OPERATING EXPENSES 3,304 3,287 3,647 Research & Development 2,165 3,167 2,338 General and Administration 207 437 343 Selling and Marketing 5,676 $6,891 $6,328 TOTAL OPERATING EXPENSES (5,793) (6,759) (6,328) OPERATING LOSS 220 423 322 Other Income (Expense) $(5,573) $(6,336) $(6,006) NET LOSS $(0.17) $(0.17) $(0.15) Net Loss Per Share 31,128 38,647 38,899 Weighted average shares outstanding $(4,440) $(5,012) $(4,572) ADJUSTED EBITDA (NON - GAAP) $(0.14) $(0.13) $(0.12) ADJUSTED EBITDA PER SHARE Balance Sheet Information $20,322 $38,352 $34,828 Cash, equivalents & ST investments – – – Debt
GAAP to Non - GAAP Reconciliation Atomera Incorporated 10 Sep 30, 2025 Jun 30, 2026 Sep 30, 2026 Three months ended · $ in thousands $3,304 $3,287 $3,647 GAAP R&D Expenses (542) (631) (639) Subtract Stock Comp Expense (3) (4) (7) Subtract Depreciation and Amortization $2,759 $2,652 $3,001 Adjusted Non - GAAP R&D Expenses $2,165 $3,167 $2,338 GAAP G&A Expenses (796) (1,038) (1,034) Subtract Stock Comp Expense (8) (1) (3) Subtract Depreciation and Amortization $1,361 $2,128 $1,301 Adjusted Non - GAAP G&A Expenses $207 $437 $343 GAAP Sales & Mktg Expenses (4) (72) (73) Subtract Stock Comp Expense – (1) – Subtract Depreciation and Amortization $203 $364 $270 Adjusted Non - GAAP Sales & Mktg Expenses $4,323 $5,144 $4,572 Total Non - GAAP Operating Expenses
We collaborate with customers to improve their products, through integration of MST, so that both companies benefit financially Mission Statement Atomera Incorporated 11
Thank You Atomera Incorporated 12