8-K
Atomera Inc (ATOM)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or15(d) of the
Securities Exchange Act of 1934
Date of report (Dateof earliest event reported): May 5,2026
ATOMERA
INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 001-37850 | 30-0509586 |
|---|---|---|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
750 University Avenue,Suite 280
Los Gatos, California95032
(Address of principal executive offices)
(408) 442-5248
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ 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))
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 $0.001 | ATOM | Nasdaq<br> Capital Markets |
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 May 5, 2026, Atomera Incorporated issued a press release announcing its financial results for the three months ended March 31, 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 May 5, 2026<br> Atomera Incorporated |
|---|---|
| 99.2 | Investor presentation dated May 5, 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: May 5, 2026 | /s/ Francis B. Laurencio |
| Francis B. Laurencio,<br><br> <br>Chief Financial Officer |
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Exhibit 99.1
Atomera ProvidesFirst Quarter 2026 Results
LOS GATOS, Calif. — May 5, 2026 — Atomera Incorporated (NASDAQ: ATOM), a semiconductor materials and technology licensing company, today provided a corporate update and announced financial results for the first quarter ended March 31, 2026.
Recent Company Highlights
| · | Completed $25 Million registered direct offering of common stock |
|---|---|
| · | MST in Gate-All-Around structures has moved into the evaluation phase for<br>customers |
| · | Expanded GaN offerings to RF applications demonstrating breakthrough improvements<br>to enhance RF performance |
Management Commentary
“We made excellent progress during the first quarter toward adoption of MST by GAA manufacturers, engaging with another of the four companies that manufacture those advanced transistors. At the same time, we expanded our offerings in GaN beyond power applications to RF where we believe we will substantially grow our TAM and deliver highly differentiated device performance on larger-diameter wafers,” said Scott Bibaud, President and CEO of Atomera. “We are also very pleased to have closed on a $25 million equity raise which brought our cash, cash equivalents and short-term investments to over $41 million. With this additional capital we are in a strong position to enable our customers to bring MST-enabled products to market.”
Financial Results
The Company incurred a net loss of ($6.1) million, or ($0.17) per basic and diluted share in the first quarter of 2026, compared to a net loss of ($5.2) million, or ($0.14) per basic and diluted share, for the first quarter of 2025. Adjusted EBITDA (a non-GAAP financial measure) in the first quarter of 2026 was a loss of ($4.9) million compared to an adjusted EBITDA loss of ($4.4) million in the first quarter of 2025.
The Company had $41.1 million in cash, cash equivalents and short-term investments as of Mar. 31, 2026, compared to $19.2 million as of December 31, 2025.
The total number of shares outstanding was 38.7 million as of Mar. 31, 2026.
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First Quarter 2026 Results Webinar
Atomera will host a live video webinar today to discuss its financial results and recent progress.
Date: Tuesday, May 5, 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 knowhow 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)
| December 31, | |||||
|---|---|---|---|---|---|
| 2025 | |||||
| (Unaudited) | |||||
| ASSETS | |||||
| Current assets: | |||||
| Cash and cash equivalents | 14,160 | $ | 19,210 | ||
| Short-term investments | 26,930 | – | |||
| Accounts receivable | 41 | – | |||
| Interest receivable | 139 | 54 | |||
| Prepaid expenses and other current<br> assets | 788 | 338 | |||
| Total current assets | 42,058 | 19,602 | |||
| Property and equipment, net | 51 | 60 | |||
| Security deposit | 14 | 14 | |||
| Operating lease right-of-use asset | 1,176 | 884 | |||
| Financing lease right-of-use asset | 322 | 533 | |||
| Total assets | 43,621 | $ | 21,093 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||
| Current liabilities: | |||||
| Accounts payable | 677 | $ | 608 | ||
| Accrued expenses | 213 | 168 | |||
| Accrued payroll related expenses | 782 | 650 | |||
| Current operating lease liability | 301 | 147 | |||
| Current financing lease liability | 106 | 420 | |||
| Deferred Revenue | 96 | 7 | |||
| Total current liabilities | 2,175 | 2,000 | |||
| Long-term operating lease liability | 896 | 712 | |||
| Total liabilities | 3,071 | 2,712 | |||
| Commitments and contingencies | – | – | |||
| Stockholders’ equity: | – | – | |||
| Preferred stock 0.001 par value, authorized 2,500<br> shares; none issued and outstanding as of March 31, 2026 and December 31, 2025 | |||||
| Common stock: 0.001 par value, authorized 47,500<br> shares; 38,723 shares issued and 38,716 outstanding as of March 31, 2026; and 32,354 shares issued and outstanding as of December<br> 31, 2025 | 39 | 32 | |||
| Additional paid in capital | 288,301 | 260,043 | |||
| Other comprehensive income (loss) | (23 | ) | – | ||
| Accumulated deficit | (247,767 | ) | (241,694 | ) | |
| Total stockholders’<br> equity | 40,550 | 18,381 | |||
| Total liabilities and stockholders’<br> equity | 43,621 | $ | 21,093 |
All values are in US Dollars.
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Atomera Incorporated
Condensed Statements of Operations
(in thousands, except per share data)
| Three Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| March 31, | December 31, | March 31, | |||||||
| 2026 | 2025 | 2025 | |||||||
| (Unaudited) | (Unaudited) | (Unaudited) | |||||||
| Revenue | $ | 11 | $ | 50 | $ | 4 | |||
| Cost of revenue | (126 | ) | (131 | ) | – | ||||
| Gross profit (loss) | (115 | ) | (81 | ) | 4 | ||||
| Operating expenses | |||||||||
| Research and development | 3,457 | 2,740 | 3,255 | ||||||
| General and administrative | 2,333 | 1,505 | 2,088 | ||||||
| Selling and marketing | 419 | 286 | 124 | ||||||
| Total operating expenses | 6,209 | 4,531 | 5,467 | ||||||
| Loss from operations | (6,324 | ) | (4,612 | ) | (5,463 | ) | |||
| Other income (expense) | |||||||||
| Interest income | 197 | 195 | 270 | ||||||
| Accretion income | 57 | – | 6 | ||||||
| Interest Expense | (4 | ) | (9 | ) | (21 | ) | |||
| Other income (expense), net | 1 | 1 | (1 | ) | |||||
| Total other income (expense), net | 251 | 187 | 254 | ||||||
| Net loss | $ | (6,073 | ) | $ | (4,425 | ) | $ | (5,209 | ) |
| Net loss per common share, basic and diluted | $ | (0.17 | ) | $ | (0.14 | ) | $ | (0.17 | ) |
| Weighted average number of common shares outstanding, basic and diluted | 35,256 | 31,590 | 30,243 |
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Atomera Incorporated
Reconciliation to Non-GAAP EBITDA
(Unaudited)
| Three Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| March 31, | December 31, | March 31, | |||||||
| 2026 | 2025 | 2025 | |||||||
| Net loss (GAAP) | $ | (6,073 | ) | $ | (4,425 | ) | $ | (5,209 | ) |
| Depreciation and amortization | 9 | 13 | 12 | ||||||
| Stock-based compensation | 1,406 | 1,334 | 1,009 | ||||||
| Interest income | (197 | ) | (195 | ) | (270 | ) | |||
| Accretion income | (57 | ) | – | (6 | ) | ||||
| Interest expense | 4 | 9 | 21 | ||||||
| Other (income) expense, net | (1 | ) | (1 | ) | 1 | ||||
| Net loss non-GAAP EBITDA | $ | (4,909 | ) | $ | (3,265 | ) | $ | (4,442 | ) |
Investor Contact:
Bishop IR
Mike Bishop
(415) 894-9633
investor@atomera.com
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Exhibit 99.2
Q1 2026 Conference Call May 5, 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 $750B semiconductor market Mears Silicon Technology (MST ® ) Quantum Engineered Materials
Atomera’s technology in AI ► Gate All Around transistors are the building blocks of AI ▪ Used on CPUs, GPUs, networking and logic ► Advanced transistors benefit from MST’s dopant control ▪ Improves performance, yield, reliability and lowers cost ► Next gen DRAMs face the same challenges as GAA ► Atomera’s MST is a fundamental tool to advancing AI ▪ Keeps Moore’s law moving forward
MST technology focus areas Atomera 5 MST for Advanced Logic Nodes MST for RF - SOI MST for Power MST for DRAM MST for GaN
RF GaN – New market for MST ► GaN on Si is ideal for the RF market ▪ Silicon substrates are cost effective and scalable ► GaN on Si growth has challenges ▪ Unwanted, ionized Ga and Al atoms increase sheet charge at Si substrate interface ▪ “Parasitic Channel” created between Si and GaN • Reduces output power, lowers efficiency, worsens linearity, and limits high - frequency operation ► MST mitigates parasitic channel formation ▪ Suppresses free Al, Ga ions at Si interface ▪ Enables greater adoption of GaN /Si in RF market ► Breakthrough results open new market for MST Atomera Incorporated 6 Parasitic channel Si substrate Ga Ga Ga Al Al Al AlN nucleation Ga Al Al GaN stack +++++++++ Si substrate with MST Ga Al AlN nucleation GaN stack + + + + + MST Standard GaN on Silicon GaN on Silicon with MST
Financial Review Atomera Incorporated 7 Income Statement ($ in thousands, except per-share data) March 31, 2026 December 31, 2025 March 31, 2025 REVENUE 11$ 50$ 4$ Gross Profit (115) (81) 4 OPERATING EXPENSES Research & Development 3,457 2,740 3,255 General and Administration 2,333 1,505 2,088 Selling and Marketing 419 286 124 TOTAL OPERATING EXPENSES 6,209 4,531 5,467 OPERATING LOSS (6,324) (4,612) (5,463) Other Income (Expense) 251 187 254 NET LOSS (6,073)$ (4,425)$ (5,209)$ Net Loss Per Share (0.17)$ (0.14)$ (0.17)$ Weighted average shares outstanding 35,256 31,590 30,243 ADJUSTED EBITDA (NON-GAAP) (4,909)$ (3,265)$ (4,442)$ ADJUSTED EBITDA PER SHARE (0.14)$ (0.10)$ (0.15)$ Balance Sheet Information Cash, equivalents & ST investments 41,090$ 19,210$ 24,123$ Debt - - - Three Months Ended
GAAP to Non - GAAP Reconciliation Atomera Incorporated 8 Reconciliation of GAAP to Non-GAAP Operating Expenses ($ in thousands, except per-share data) March 31, 2026 December 31, 2025 March 31, 2025 GAAP R&D Expenses 3,457$ 2,740$ 3,255$ Subtract Stock Comp Expense (534) (516) (459) Subtract Depreciation and Amortization (5) (5) (5) Adjusted Non-GAAP Research & Development Expenses 2,918$ 2,219$ 2,791$ GAAP G&A Expenses 2,333 1,505 2,088 Subtract Stock Comp Expense (829) (795) (599) Subtract Depreciation and Amortization (4) (8) (7) AdjustedNon-GAAP G&A Expenses 1,500$ 702$ 1,482$ GAAP Sales & Mktg Expenses 419 286 124 Subtract Stock Comp Expense (43) (23) 49 Subtract Depreciation and Amortization - - - Adjusted Non-GAAP Sales&Mktg Expenses 376$ 263$ 173$ Total Non-GAAP Operating Expenses 4,794$ 3,184$ 4,446$
We collaborate with customers to improve their products, through integration of MST, so that both companies benefit financially Mission Statement Atomera Incorporated 9
Thank You Atomera Incorporated 10