Atomera Closes $25 Million Registered Direct Offering of Common Stock

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.

Rhea-AI Summary

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.

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

Argus Feb 25 session

+15.55% close to close 0.4x rel. volume Open Argus

Details

News Market Reaction – ATOM

On Feb 25, the first trading day after this news, ATOM closed 15.55% above the previous close.

Data tracked by StockTitan Argus for the Feb 25 session.

Key Figures

Offering size (gross): $25,000,000 Shares offered: 5,000,000 shares Offering price: $5.00 per share +5 more

Offering size (gross)

$25,000,000

Registered direct offering of common stock

Shares offered

5,000,000 shares

Common stock in registered direct offering

Offering price

$5.00 per share

Purchase price in registered direct offering

Net proceeds

$23,600,000

Net of fees and expenses for working capital/general purposes

Par value

$0.001 per share

Par value of Atomera common stock

Form S-3 file number

333-287603

Shelf registration statement referenced for the offering

Shelf filing date

May 27, 2025

Date Form S-3 was filed with SEC

Shelf effective date

June 3, 2025

Date Form S-3 was declared effective

Previous Offering Reports

1 past event · Latest: Feb 23

Same Type 1 event

1. Feb 23

   Equity offering announced

   24h Move

   -14.5%

   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.

Key Terms

registered direct offering, securities purchase agreements, shelf registration statement, form s-3, +2 more

6 terms

registered direct offering financial

"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 agreements financial

"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 statement regulatory

"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-3 regulatory

"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 supplement regulatory

"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 agent financial

"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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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.

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

SOURCE: Atomera, Inc

View the original press release on ACCESS Newswire

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.