Form 8-K

8-K — Atomera Inc

Accession: 0001683168-26-003493

Filed: 2026-05-05

Period: 2026-05-05

CIK: 0001420520

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — atomera_8k.htm (Primary)

EX-99.1 — PRESS RELEASE (atomera_ex9901.htm)

EX-99.2 — INVESTOR PRESENTATION DATED MAY 5, 2026 ATOMERA INCORPORATED (atomera_ex9902.htm)

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8-K — CURRENT REPORT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): 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, California

95032

(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

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

Atomera Incorporated

99.2

Investor presentation dated May 5, 2026 Atomera Incorporated

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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,

Chief Financial Officer

EX-99.1 — PRESS RELEASE

EX-99.1

Filename: atomera_ex9901.htm · Sequence: 2

Exhibit 99.1

Atomera Provides

First 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

customers

· Expanded GaN offerings to RF applications demonstrating breakthrough improvements

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.

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 –

Atomera Incorporated

Condensed Balance Sheets

(in thousands, except per share data)

March 31,

December 31,

2026

2025

(Unaudited)

ASSETS

Current assets:

Cash and cash equivalents

$ 14,160

$ 19,210

Short-term investments

26,930

–

Accounts receivable

–

Interest receivable

139

Prepaid expenses and other current

assets

788

338

Total current assets

42,058

19,602

Property and equipment, net

Security deposit

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

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

shares; none issued and outstanding as of March 31, 2026 and December 31, 2025

Common stock: $0.001 par value, authorized 47,500

shares; 38,723 shares issued and 38,716 outstanding as of March 31, 2026; and 32,354 shares issued and outstanding as of December

31, 2025

Additional paid in capital

288,301

260,043

Other comprehensive income (loss)

(23 )

–

Accumulated deficit

(247,767 )

(241,694 )

Total stockholders’

equity

40,550

18,381

Total liabilities and stockholders’

equity

$ 43,621

$ 21,093

Atomera Incorporated

Condensed Statements of Operations

(in thousands, except per share data)

Three Months Ended

March 31,

December 31,

March 31,

2026

2025

(Unaudited)

Revenue

$ 11

$ 50

$ 4

Cost of revenue

(126 )

(131 )

–

Gross profit (loss)

(115 )

(81 )

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

–

Interest Expense

(4 )

(9 )

(21 )

Other income (expense), net

(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

Atomera Incorporated

Reconciliation to Non-GAAP EBITDA

(Unaudited)

Three Months Ended

March 31,

December 31,

March 31,

2026

2025

Net loss (GAAP)

$ (6,073 )

$ (4,425 )

$ (5,209 )

Depreciation and amortization

Stock-based compensation

1,406

1,334

1,009

Interest income

(197 )

(195 )

(270 )

Accretion income

(57 )

–

(6 )

Interest expense

Other (income) expense, net

(1 )

Net loss non-GAAP EBITDA

$ (4,909 )

$ (3,265 )

$ (4,442 )

Investor Contact:

Bishop IR

Mike Bishop

(415) 894-9633

investor@atomera.com

EX-99.2 — INVESTOR PRESENTATION DATED MAY 5, 2026 ATOMERA INCORPORATED

EX-99.2

Filename: atomera_ex9902.htm · Sequence: 3

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

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Title of a 12(b) registered security.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Name of the Exchange on which a security is registered.

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-Section 12

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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