Atomera Announces $25 Million Registered Direct Offering of Common Stock

Rhea-AI Summary

Atomera (NASDAQ:ATOM) entered a definitive purchase agreement for a registered direct offering of 5,000,000 common shares at $5.00 per share for expected gross proceeds of approximately $25 million before fees. The offering is expected to close on or about February 24, 2026.

Craig-Hallum is acting as sole placement agent. Atomera intends to use net proceeds for working capital and general corporate purposes. The offering is made under Atomera's Form S-3 shelf (File No. 333-287603), declared effective June 3, 2025.

Positive

• Expected gross proceeds of approximately $25 million
• Committed placement agent (Craig-Hallum) to manage the offering
• Shelf registration in place (Form S-3 declared effective June 3, 2025) enabling the raise

Negative

• Issuance of 5,000,000 shares will increase shares outstanding and may dilute existing shareholders
• Gross proceeds are before placement agent fees and offering expenses, reducing net cash available

Key Figures

Shares offered: 5,000,000 shares Offering price: $5.00 per share Gross proceeds: $25 million +4 more

7 metrics

Shares offered 5,000,000 shares Registered direct offering size

Offering price $5.00 per share Price for registered direct offering

Gross proceeds $25 million Expected gross proceeds before fees

Closing date February 24, 2026 Expected closing of offering

Form S-3 file number 333-287603 Shelf registration statement reference

S-3 filing date May 27, 2025 Date Form S-3 filed with SEC

S-3 effective date June 3, 2025 Date Form S-3 declared effective

Market Reality Check

Price: $7.00 Vol: Volume 4,637,440 vs 20-da...

normal vol

$7.00 Last Close

Volume Volume 4,637,440 vs 20-day average 4,973,646 ahead of the offering news. normal

Technical Price $7.00 trades above 200-day MA of $3.95 and about 9.42% below the 52-week high.

Peers on Argus

ATOM was up 5.11% while peers were mixed: INTT -0.10%, ASYS +1.28%, AXTI +14.82%...

ATOM was up 5.11% while peers were mixed: INTT -0.10%, ASYS +1.28%, AXTI +14.82%, ICHR +5.64%, SMTK +3.00%, pointing to a stock-specific setup rather than a uniform sector move.

Historical Context

5 past events · Latest: Feb 12 (Negative)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Feb 12	Q4 2025 results	Negative	-2.9%	Reported modest revenue, net loss of $4.4M and $19.2M cash.
Jan 29	Earnings date notice	Neutral	+8.9%	Announced date and webinar timing for Q4 and FY 2025 results.
Jan 27	GaN concept progress	Positive	+16.6%	GaN-on-Silicon concept advanced to proposal phase in funding program.
Nov 05	AI research findings	Positive	-0.7%	Released survey showing industry support for materials innovation for AI.
Oct 28	Q3 2025 results	Negative	-1.5%	Reported higher net loss, rising EBITDA loss and lower cash balance.

Pattern Detected

News tied to technical progress or corporate events has often aligned with price direction, with only one clear divergence in the past five reported items.

Recent Company History

Over the last few months, Atomera reported Q3 and Q4 2025 results showing minimal revenue and ongoing losses, with cash of $19.2M at year-end and share count rising above 32M. Technical milestones, including MST manufacturability and GaN-on-Silicon progress, previously drove strong positive reactions (e.g., +16.55% on Jan 27, 2026). Today’s registered direct offering follows this period of investment-stage losses and incremental technical traction.

Market Pulse Summary

This announcement details a registered direct offering of 5,000,000 shares at $5.00 per share for ex...

Analysis

This announcement details a registered direct offering of 5,000,000 shares at $5.00 per share for expected gross proceeds of $25 million, with funds earmarked for working capital and general corporate purposes. In light of earlier filings showing modest revenue and ongoing losses, this raise extends liquidity but increases share count. Investors may watch how efficiently proceeds support commercialization progress and future operating results.

Key Terms

registered direct offering, securities purchase agreement, placement agent, prospectus supplement

4 terms

registered direct offering financial

"shares of common stock, at an offering price of $5.00 per share, in a registered direct offering"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

securities purchase agreement financial

"it has entered into a definitive securities purchase agreement with certain institutional investors"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

placement agent financial

"Craig-Hallum is acting as sole placement agent for the offering."

A placement agent is a professional or firm that helps organizations raise money from investors, such as individuals, institutions, or funds. They act like matchmakers, connecting those seeking investments with the right investors and guiding the process to ensure successful funding. For investors, they can provide access to exclusive opportunities and help navigate complex fundraising efforts.

prospectus supplement regulatory

"A prospectus supplement and accompanying prospectus describing the terms of the offering will be filed"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

AI-generated analysis. Not financial advice.

LOS GATOS, CA / ACCESS Newswire / February 23, 2026 / Atomera Incorporated ("Atomera" or the "Company") (NASDAQ:ATOM), a semiconductor materials and technology licensing company, today announced that it has entered into a definitive securities purchase agreement with certain institutional investors for the purchase and sale of an aggregate of 5,000,000 shares of common stock, at an offering price of $5.00 per share, in a registered direct offering, for expected gross proceeds of approximately $25 million before placement agent fees and other offering expenses payable by Atomera. The offering is expected to close on or about February 24, 2026, subject to customary closing conditions.

Craig-Hallum is acting as sole placement agent for the offering.

Atomera intends to use the net proceeds from the offering for working capital and general corporate purposes.

The offering of the shares of common stock is being made pursuant to Atomera's shelf registration statement on Form S-3 (File No. 333-287603) filed with the Securities and Exchange Commission (the "SEC") on May 27, 2025 and declared effective on June 3, 2025. A prospectus supplement and accompanying prospectus describing the terms of the offering will be filed with the SEC. Copies of the prospectus supplement and the accompanying prospectus relating to the securities being offered may be obtained, when available, by visiting the SEC's website at https://www.sec.gov or by contacting: Craig-Hallum Capital Group LLC, Attention: Equity Capital Markets, 323 North Washington Ave., Suite 300, Minneapolis, MN 55401, by telephone at (612) 334-6300 or by email at prospectus@chlm.com.

This announcement shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any offer or sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

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.

Safe Harbor

This press release contains forward-looking statements regarding the expected closing of the registered direct offering and the intended use of proceeds from the offering. The offering is subject to customary closing conditions and there can be no assurance as to whether or when the offering may be completed. Forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual results to differ materially, including those risks disclosed under the caption "Risk Factors" in the prospectus supplement related to the offering. Atomera cautions readers not to place undue reliance on any forward-looking statements. The Company does not undertake, and specifically disclaims any obligation, to update or revise such statements to reflect new circumstances or unanticipated events as they occur.

Investor Contact:
Bishop IR
Mike Bishop
(415) 894-9633
investor@atomera.com

SOURCE: Atomera, Inc.

View the original press release on ACCESS Newswire

FAQ

How many shares is Atomera (ATOM) selling in the February 2026 offering?

Atomera is selling 5,000,000 shares in the registered direct offering. According to the company, the shares are offered at $5.00 per share, for expected gross proceeds of about $25 million before fees.

When is the Atomera (ATOM) registered direct offering expected to close?

The offering is expected to close on or about February 24, 2026. According to the company, closing remains subject to customary closing conditions and final documentation.

What will Atomera (ATOM) use the proceeds from the $25 million offering for?

Atomera intends to use net proceeds for working capital and general corporate purposes. According to the company, proceeds will fund routine operational needs and corporate expenses.

Who is the placement agent for Atomera's (ATOM) February 2026 offering?

Craig-Hallum is acting as the sole placement agent for the offering. According to the company, Craig-Hallum will handle placement and investor outreach related to the transaction.

Under what registration was Atomera (ATOM) making the offering on Feb 23, 2026?

The offering is being made pursuant to Atomera's Form S-3 shelf registration, File No. 333-287603. According to the company, that registration was filed May 27, 2025 and declared effective June 3, 2025.