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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): October 28,
2025
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 October 28, 2025, Atomera Incorporated issued
a press release announcing its financial results for the three and nine months ended September 30, 2025. 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:
| Exhibit Number |
|
Exhibit Description |
| 99.1 |
|
Press release dated October 28, 2025 Atomera
Incorporated |
| 99.2 |
|
Investor presentation dated October 28, 2025 Atomera Incorporated |
| 104 |
|
Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101). |
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: October 28, 2025 |
/s/ Francis B. Laurencio |
|
| |
Francis B. Laurencio,
Chief Financial Officer |
|
