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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): August 4,
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 August 4, 2026, Atomera Incorporated issued
a press release announcing its financial results for the three and six months ended June 30, 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.
The following exhibits are filed with this report:
| 99.1 |
Press release dated August 4, 2026 Atomera Incorporated |
| 99.2 |
Investor presentation dated August 4, 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: August 4, 2026 |
/s/ Francis B. Laurencio |
|
| |
Francis B. Laurencio,
Chief Financial Officer |
|
Exhibit 99.1

Atomera Provides
Second Quarter 2026 Results
LOS GATOS, Calif. Aug. 4, 2026
Atomera Incorporated (NASDAQ: ATOM), a semiconductor materials and technology licensing company, today
provided a corporate update and announced financial results for the second quarter ended June 30, 2026.
Recent Company Highlights
| · | Announced a new approach to GaN-on-Silicon that addresses a key performance
barrier for RF applications |
| · | Continued strong progress with GAA customers |
| · | Growing interest from DRAM and flash memory providers |
Management Commentary
“This quarter Atomera made excellent progress with customer engagements
across our key target markets, in particular the advanced logic and memory segments where AI is creating the need for further performance
improvements,” said Scott Bibaud, president and CEO of Atomera. ” In the past, RF designers have avoided using GaN for high
volume applications because of the high cost and complexity of working with GaN on Silicon Carbide. Our breakthrough results with RF GaN
on silicon have the potential to enable an entirely new class of RF devices which can now take advantage of the performance improvements
GaN provides with the low cost of silicon substrates.”
Financial Results
The Company incurred a net loss of ($6.3) million, or ($0.17) per basic
and diluted share in the second quarter of 2026, compared to a net loss of ($5.0) million, or ($0.17) per basic and diluted share, for
the second quarter of 2025. Adjusted EBITDA (a non-GAAP financial measure) in the second quarter of 2026 was a loss of ($5.0) million
compared to an adjusted EBITDA loss of ($4.0) million in the second quarter of 2025.
The Company had $38.4 million in cash, cash equivalents, and short-term
investment as of June 30, 2026 compared to $19.2 million of cash and cash equivalents as of December 31, 2025.
The total number of shares outstanding was 39.0 million as of June
30, 2026.
Second Quarter 2026 Results Webinar
Atomera will host a live video webinar today to discuss its financial
results and recent progress.
Date: Tuesday, Aug. 4, 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 know-how 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)
| | |
| | |
| |
| | |
June 30, | | |
December 31, | |
| | |
2026 | | |
2025 | |
| | |
| (Unaudited) | | |
| | |
| ASSETS | |
| | | |
| | |
| | |
| | | |
| | |
| Current assets: | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 15,146 | | |
$ | 19,210 | |
| Short-term investments | |
| 23,206 | | |
| – | |
| Interest receivable | |
| 58 | | |
| 54 | |
| Prepaid expenses and other current assets | |
| 542 | | |
| 338 | |
| Total current assets | |
| 38,952 | | |
| 19,602 | |
| | |
| | | |
| | |
| Property and equipment, net | |
| 59 | | |
| 60 | |
| Security deposit | |
| 14 | | |
| 14 | |
| Operating lease right-of-use asset | |
| 1,128 | | |
| 884 | |
| Financing lease right-of-use-asset | |
| 70 | | |
| 533 | |
| | |
| | | |
| | |
| Total assets | |
$ | 40,223 | | |
$ | 21,093 | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | |
| | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Accounts payable | |
$ | 569 | | |
$ | 608 | |
| Accrued expenses | |
| 297 | | |
| 168 | |
| Accrued payroll related expenses | |
| 1,118 | | |
| 650 | |
| Current operating lease liability | |
| 304 | | |
| 147 | |
| Current financing lease liability | |
| – | | |
| 420 | |
| Deferred Revenue | |
| – | | |
| 7 | |
| Total current liabilities | |
| 2,288 | | |
| 2,000 | |
| | |
| | | |
| | |
| Long-term operating lease liability | |
| 860 | | |
| 712 | |
| | |
| | | |
| | |
| Total liabilities | |
| 3,148 | | |
| 2,712 | |
| | |
| | | |
| | |
| Commitments and contingencies | |
| – | | |
| – | |
| | |
| | | |
| | |
| Stockholders’ equity: | |
| | | |
| | |
| Preferred stock $0.001 par value, authorized 2,500 shares; none issued and outstanding as of June 30, 2026 and December 31, 2025 | |
| – | | |
| – | |
| Common stock: $0.001 par value, authorized 47,500 shares; 39,024 shares issued and outstanding as of June 30, 2026; and 32,354 shares issued and outstanding as of December 31, 2025 | |
| 39 | | |
| 32 | |
| Additional paid in capital | |
| 291,157 | | |
| 260,043 | |
| Other comprehensive income (loss) | |
| (18 | ) | |
| – | |
| Accumulated deficit | |
| (254,103 | ) | |
| (241,694 | ) |
| Total stockholders’ equity | |
| 37,075 | | |
| 18,381 | |
| Total liabilities and stockholders’ equity | |
$ | 40,223 | | |
$ | 21,093 | |
Atomera Incorporated
Condensed Statements of Operations
(Unaudited)
(in thousands, except per share data)
| | |
| | |
| | |
| | |
| |
| | |
Three Months Ended | | |
Six Months Ended | |
| | |
June 30, | | |
March 31, | | |
June 30, | | |
June 30, | |
| | |
2026 | | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| Revenue | |
$ | 158 | | |
$ | 11 | | |
$ | – | | |
$ | 169 | | |
$ | 4 | |
| Cost of revenue | |
| (26 | ) | |
| (126 | ) | |
| (62 | ) | |
| (152 | ) | |
| (62 | ) |
| Gross margin | |
| 132 | | |
| (115 | ) | |
| (62 | ) | |
| 17 | | |
| (58 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Operating expenses | |
| | | |
| | | |
| | | |
| | | |
| | |
| Research and development | |
| 3,287 | | |
| 3,457 | | |
| 3,004 | | |
| 6,744 | | |
| 6,259 | |
| General and administrative | |
| 3,167 | | |
| 2,333 | | |
| 2,048 | | |
| 5,500 | | |
| 4,136 | |
| Selling and marketing | |
| 437 | | |
| 419 | | |
| 141 | | |
| 856 | | |
| 265 | |
| Total operating expenses | |
| 6,891 | | |
| 6,209 | | |
| 5,193 | | |
| 13,100 | | |
| 10,660 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Loss from operations | |
| (6,759 | ) | |
| (6,324 | ) | |
| (5,255 | ) | |
| (13,083 | ) | |
| (10,718 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Other income (expense) | |
| | | |
| | | |
| | | |
| | | |
| | |
| Interest income | |
| 172 | | |
| 197 | | |
| 234 | | |
| 369 | | |
| 504 | |
| Accretion income | |
| 178 | | |
| 57 | | |
| – | | |
| 235 | | |
| 6 | |
| Interest expense | |
| (1 | ) | |
| (4 | ) | |
| (18 | ) | |
| (5 | ) | |
| (39 | ) |
| Other income, net | |
| 74 | | |
| 1 | | |
| 72 | | |
| 75 | | |
| 71 | |
| Total other income (expense), net | |
| 423 | | |
| 251 | | |
| 288 | | |
| 674 | | |
| 542 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net loss | |
$ | (6,336 | ) | |
$ | (6,073 | ) | |
$ | (4,967 | ) | |
$ | (12,409 | ) | |
$ | (10,176 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net loss per common share, basic and diluted | |
$ | (0.17 | ) | |
$ | (0.17 | ) | |
$ | (0.17 | ) | |
$ | (0.34 | ) | |
$ | (0.34 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Weighted average number of common shares outstanding, basic and diluted | |
| 38,647 | | |
| 35,256 | | |
| 30,397 | | |
| 36,961 | | |
| 30,321 | |
Atomera Incorporated
Reconciliation to Non-GAAP EBITDA
(Unaudited)
| | |
| | |
| | |
| | |
| |
| | |
Three Months Ended | | |
Six Months Ended | |
| | |
June 30, | | |
March 31, | | |
June 30, | | |
June 30, | |
| | |
2026 | | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| Net loss (GAAP) | |
$ | (6,336 | ) | |
$ | (6,073 | ) | |
$ | (4,967 | ) | |
$ | (12,409 | ) | |
$ | (10,176 | ) |
| Depreciation and amortization | |
| 6 | | |
| 9 | | |
| 12 | | |
| 15 | | |
| 24 | |
| Stock-based compensation | |
| 1,741 | | |
| 1,406 | | |
| 1,278 | | |
| 3,147 | | |
| 2,287 | |
| Interest income | |
| (172 | ) | |
| (197 | ) | |
| (234 | ) | |
| (369 | ) | |
| (504 | ) |
| Accretion income | |
| (178 | ) | |
| (57 | ) | |
| – | | |
| (235 | ) | |
| (6 | ) |
| Interest expense | |
| 1 | | |
| 4 | | |
| 18 | | |
| 5 | | |
| 39 | |
| Other income, net | |
| (74 | ) | |
| (1 | ) | |
| (72 | ) | |
| (75 | ) | |
| (71 | ) |
| Net loss non-GAAP EBITDA | |
$ | (5,012 | ) | |
$ | (4,909 | ) | |
$ | (3,965 | ) | |
$ | (9,921 | ) | |
$ | (8,407 | ) |
Investor Contact:
Bishop IR
Mike Bishop
(415) 894-9633
investor@atomera.com
Exhibit 99.2

Q2 2026 Conference Call August 4, 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 ► GAA: Cleared key milestone with 1 of 2 active customers ▪ In discussions with other 2 targets ► DRAM 4F2: Re - established value proposition ▪ MST enables a cheaper, next - gen vertical access transistor vs. industry's current approach ▪ Validation: TCAD study confirms feasibility ► New NAND opportunity ▪ Major NAND supplier validates MST's planar periphery boost helps with AI NAND performance demands Atomera Incorporated 4
MST technology focus areas Atomera 5 MST for Advanced Logic Nodes MST for RF - SOI MST for Power MST for Memory MST for GaN
MST GaN on Silicon RF quality ► Outstanding harmonic distortion performance ▪ MST has over 1000X lower harmonic distortion than control devices ▪ 15X better than the best published external GaN /Si result • 2025 imec “best GaN /Si” publication from 2025 BCICTS conference ▪ MST enables an unprecedented improvement in harmonics in GaN /Si substrates ▪ With superior linearity which is critical for RF designs August 4 2026 © Atomera 2026 6 Incize test data Harmonic distortion plots measure signal quality against input power - lower is better ► Exceptional power handling ▪ MST device H2/H3 crossover power increased by +15dBm • To >40dBm (>10W) input power ▪ Shows that MST GaN /Si substrates can handle higher power and stay well controlled ▪ Enables PA designs supporting peak 5G/6G performance
Financial Review Atomera Incorporated 7
GAAP to Non - GAAP Reconciliation Atomera Incorporated 8
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