Atomera (NASDAQ:ATOM) closed a registered direct offering on February 24, 2026, selling 5,000,000 shares at $5.00 per share for gross proceeds of $25.0 million and net proceeds of approximately $23.6 million.
The offering was placed with institutional investors, Craig-Hallum served as sole placement agent, and Atomera intends to use proceeds for working capital and general corporate purposes. The shares were issued under the company's Form S-3 shelf registration declared effective June 3, 2025.
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Positive
Net proceeds ~$23.6M to bolster liquidity
Sale of 5,000,000 shares to institutional investors
Deal executed via registered direct offering under Form S-3
Craig-Hallum acted as sole placement agent
Negative
Issuance of 5,000,000 shares increases outstanding share count and may dilute existing holders
Fees and expenses reduced proceeds by approximately $1.4M
News Market Reaction – ATOM
+15.55%
41 alerts
+15.55%Session close to close
+9.1%Peak Tracked
-11.5%Trough Tracked
$242.24MMarket Cap
0.4xRel. Volume
In the Feb 25 session, ATOM gained 15.55%, reflecting a significant positive market reaction.
Argus tracked a peak move of +9.1% during that session.
Argus tracked a trough of -11.5% from its starting point during tracking.
Our momentum scanner triggered 41 alerts that day, indicating elevated trading interest and price volatility.
The stock surged +15.6% in the session following this news. A strong positive reaction would contras...
Analysis
The stock surged +15.6% in the session following this news. A strong positive reaction would contrast with the prior offering announcement, which saw a -14.5% move. Historically, equity raises for Atomera have been treated as dilutive. Any sustained strength after this closing notice would need to be viewed against ongoing operating losses and prior reliance on equity funding, as shown in recent filings and earnings updates.
Key Figures
Offering size (gross):$25,000,000Shares offered:5,000,000 sharesOffering price:$5.00 per share+5 more
8 metrics
Offering size (gross)$25,000,000Registered direct offering of common stock
Shares offered5,000,000 sharesCommon stock in registered direct offering
Offering price$5.00 per sharePurchase price in registered direct offering
Net proceeds$23,600,000Net of fees and expenses for working capital/general purposes
Par value$0.001 per sharePar value of Atomera common stock
Form S-3 file number333-287603Shelf registration statement referenced for the offering
Shelf filing dateMay 27, 2025Date Form S-3 was filed with SEC
Shelf effective dateJune 3, 2025Date Form S-3 was declared effective
Registered direct offering of 5M shares at $5.00 for $25M gross.
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Pattern Detected
Recent equity issuance news on Feb 23, 2026 triggered a -14.5% move, indicating investors have reacted negatively to dilution-related announcements.
Recent Company History
Over the past several months, Atomera has combined technology progress with ongoing operating losses and repeated capital markets usage. The prior offering announcement on Feb 23, 2026 for 5,000,000 shares at $5.00 drove a -14.5% move. Earlier, Q4 and fiscal 2025 results on Feb 12, 2026 highlighted minimal revenue and continued net losses, while earlier news in late 2025 and early 2026 underscored R&D advancement and the use of equity programs to fund operations. This closing notice formalizes the previously flagged dilution.
Key Terms
registered direct offering, securities purchase agreements, shelf registration statement, form s-3, +2 more
6 terms
registered direct offeringfinancial
"announced the closing of its previously announced registered direct offering of 5,000,000 shares"
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 agreementsfinancial
"sold to certain institutional investors through securities purchase agreements directly"
A securities purchase agreement is a legal contract that spells out the terms when a company sells stocks, bonds, or other investment instruments to buyers. It lays out price, how many securities change hands, any promises or protections for each side, and when the sale is completed—like a detailed sales contract for investments. Investors care because it determines ownership stakes, potential dilution, rights attached to the securities, and conditions that affect the company’s future value.
shelf registration statementregulatory
"pursuant to Atomera's shelf registration statement on Form S-3 (File No. 333-287603)"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
form s-3regulatory
"shelf registration statement on Form S-3 (File No. 333-287603) filed with the"
Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.
prospectus supplementregulatory
"A prospectus supplement and accompanying prospectus describing the terms of the offering"
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.
placement agentfinancial
"Craig-Hallum acted 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.
LOS GATOS, CA / ACCESS Newswire / February 24, 2026 / Atomera Incorporated ("Atomera" or the "Company") (NASDAQ:ATOM), a semiconductor materials and technology licensing company, today announced the closing of its previously announced registered direct offering of 5,000,000 shares of the Company's common stock, par value $0.001 per share, at a purchase price of $5.00 per share. The shares of common stock were sold to certain institutional investors through securities purchase agreements directly between the investors and Atomera. Net proceeds to the Company after deducting fees and expenses were approximately $23.6 million.
Craig-Hallum acted 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 was 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 was filed with the SEC. Copies of the prospectus supplement and the accompanying prospectus relating to the securities being offered may be obtained 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 intended use of proceeds from the offering. 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.
What did Atomera (ATOM) announce in the February 24, 2026 registered direct offering?
Atomera sold 5,000,000 shares at $5.00 per share, raising gross proceeds of $25.0 million. According to Atomera, net proceeds were approximately $23.6 million after fees and expenses, and proceeds will fund working capital and general corporate purposes.
How much cash did Atomera (ATOM) receive from the February 24, 2026 offering?
Atomera received approximately $23.6 million in net proceeds from the offering. According to Atomera, that figure reflects gross proceeds of $25.0 million less placement agent fees and offering expenses.
Who bought the shares in Atomera's (ATOM) February 24, 2026 registered direct offering?
The shares were sold to certain institutional investors through securities purchase agreements. According to Atomera, the sale was a registered direct offering with institutional buyers handled directly with the company.
What will Atomera (ATOM) use the proceeds from the February 24, 2026 offering for?
Atomera intends to use the net proceeds for working capital and general corporate purposes. According to Atomera, no specific capital projects or acquisitions were identified in the announcement.
Under what registration was Atomera's (ATOM) February 24, 2026 offering completed?
The offering was made pursuant to Atomera's Form S-3 shelf registration, declared effective on June 3, 2025. According to Atomera, a prospectus supplement and accompanying prospectus described the offering terms.
Who acted as placement agent for Atomera's (ATOM) February 24, 2026 registered direct offering?
Craig-Hallum acted as the sole placement agent for the offering. According to Atomera, Craig-Hallum coordinated the equity capital markets process and investor placement for the transaction.
