Atomera Closes $25 Million Registered Direct Offering of Common Stock

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

Market Reaction – ATOM

+17.62% $6.24

15m delay 39 alerts

+17.62% Since News

$6.24 Last Price

$5.20 $6.24 Day Range

+$36M Valuation Impact

$241M Market Cap

0.3x Rel. Volume

Following this news, ATOM has gained 17.62%, reflecting a significant positive market reaction. Our momentum scanner has triggered 39 alerts so far, indicating elevated trading interest and price volatility. The stock is currently trading at $6.24. This price movement has added approximately $36M to the company's valuation.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Silver for real-time data.

Key Figures

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

8 metrics

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

Market Reality Check

Price: $5.30 Vol: Volume 3,442,781 vs 20-da...

low vol

$5.30 Last Close

Volume Volume 3,442,781 vs 20-day average 5,122,997 ahead of the offering close. low

Technical Shares trading above 200-day MA at 3.96, despite a -14.5% move ahead of this closing.

Peers on Argus

ATOM fell 14.5% while momentum peers like INTT and INDI were moving up, and othe...

2 Up

ATOM fell 14.5% while momentum peers like INTT and INDI were moving up, and other equipment/materials peers showed mixed moves, pointing to stock-specific dilution impact rather than a sector-wide semiconductor move.

Common Catalyst Peer headlines center on conference and investor event participation, contrasting with ATOM’s capital-raising activity.

Previous Offering Reports

1 past event · Latest: Feb 23 (Negative)

Same Type Pattern 1 events

Date	Event	Sentiment	Move	Catalyst
Feb 23	Equity offering announced	Negative	-14.5%	Registered direct offering of 5M shares at $5.00 for $25M gross.

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.

Historical Comparison

-14.5% avg move · In the last 12 months, Atomera had 1 prior offering headline with an average move of -14.5%. Today’s...

offering

-14.5%

Average Historical Move offering

In the last 12 months, Atomera had 1 prior offering headline with an average move of -14.5%. Today’s closing notice echoes that dilution theme rather than adding a new valuation catalyst.

This closing announcement follows the previously disclosed $25M registered direct offering, confirming completion of the same equity financing.

Market Pulse Summary

The stock is surging +17.6% following this news. A strong positive reaction would contrast with the ...

Analysis

The stock is surging +17.6% 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 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. Not financial advice.

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

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.