Atomera (NASDAQ: ATOM) raises $25M in registered direct stock offering
Rhea-AI Filing Summary
Atomera Incorporated entered a definitive securities purchase agreement with institutional investors for a registered direct offering of 5,000,000 shares of common stock at $5.00 per share, for expected gross proceeds of approximately $25 million before fees and expenses.
The shares are being issued off an effective Form S-3 shelf registration, with closing expected on or about February 24, 2026, subject to customary conditions. Atomera plans to use the net proceeds for working capital and general corporate purposes.
Craig-Hallum Capital Group is acting as sole placement agent, earning a cash fee of 5.0% of gross proceeds plus up to $75,000 of reimbursed expenses. The company agreed to 90-day issuance restrictions, and executives and directors signed 90-day lock-up agreements restricting sales and hedging of Atomera stock.
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Insights
Atomera is raising $25M via a discounted direct equity sale that brings in cash but adds dilution.
Atomera arranged a registered direct sale of 5,000,000 common shares at
Craig-Hallum receives a
The company agreed not to issue additional common stock or equivalents for
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Item 1.01 Entry into a Material Definitive Agreement.
On February 23, 2026, Atomera Incorporated (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (the “Investors”), pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “Offering”), an aggregate of 5,000,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), at a purchase price of $5.00 per share (the “Shares”), for gross proceeds from the Offering of $25 million, before deducting the placement agent fee and estimated offering expenses.
The Shares are offered by the Company pursuant to an effective shelf registration statement on Form S-3 (File No. 333-287603) that was 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 base prospectus describing the terms of the Offering will be filed with the SEC.
The closing of the Offering is expected to take place on February 24, 2026, subject to customary closing conditions. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes.
The Purchase Agreement contains customary representations and warranties and agreements of the Company and the Investors and customary indemnification rights and obligations of the parties. Pursuant to the terms of the Purchase Agreement, the Company has agreed to certain restrictions on the issuance and sale of its Common Stock or Common Stock Equivalents (as defined in the Purchase Agreement) during the 90-day period following the closing of the Offering.
In connection with the Offering, the Company entered into a placement agent agreement (the “Placement Agent Agreement”) with Craig-Hallum Capital Group, LLC (“Craig-Hallum”), pursuant to which Craig-Hallum agreed to serve as the exclusive placement agent for the issuance and sale of securities of the Company pursuant to the Purchase Agreement. As compensation for such placement agent services, the Company has agreed to pay Craig-Hallum an aggregate cash fee equal to 5.0% of the gross proceeds received by the Company from the Offering and the reimbursement of up to $75,000 of legal and other expenses as actually incurred.
Each of the Company’s executive officers and directors have entered into a lock-up agreement (the “Lock-Up Agreement”) pursuant to which each have agreed, subject to certain exceptions set forth therein, not to dispose of or hedge any shares of common stock of the Company or securities convertible into or exchangeable for shares of common stock during the period from the date of the Lock-Up Agreement continuing through the close of business 90 days after the date of the prospectus supplement.
The foregoing summaries of the form of Purchase Agreement and Placement Agent Agreement and Lock-Up agreement do not purport to be complete and are subject to, and qualified in their entirety by, such documents attached as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.
This Current Report on Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
A copy of the legal opinion and consent of Greenberg Traurig, LLP relating to the validity of the issuance and sale of the Shares is attached as Exhibit 5.1 hereto.
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Item 7.01 Regulation FD Disclosure.
The Company issued a press release announcing the pricing of the Offering on February 23, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits | Method Filing |
Filed Electronically herewith
| 5.1 | Opinion of Greenberg Traurig, LLP | Filed Electronically herewith |
| 10.1 | Form of Securities Purchase Agreement dated February 23, 2026 between the Registrant and the purchasers thereto | Filed Electronically herewith |
| 10.2 | Placement Agent Agreement dated February 23, 2026 between the Registrant and Craig-Hallum Capital Group, LLC | Filed Electronically herewith |
| 10.3 | Form of Lock Up Agreement | Filed Electronically herewith |
| 23.1 | Consent of Greenberg Traurig, LLC | Contained in Exhibit 5.1 |
| 99.1 | Press Release dated February 23, 2026 | Filed Electronically herewith |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | Filed Electronically herewith |
| 3 |
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: February 24, 2026 | /s/ Francis B. Laurencio | |
Francis B. Laurencio, Chief Financial Officer |
| 4 |
Exhibit 99.1
Atomera Announces $25 Million Registered Direct Offering of Common Stock
LOS GATOS, Calif. Feb. 23, 2026 Atomera Incorporated (“Atomera” or the “Company”) (NASDAQ: ATOM), a semiconductor materials and technology licensing company, today announced that it has entered into a definitive securities purchase agreement with certain institutional investors for the purchase and sale of an aggregate of 5,000,000 shares of common stock, at an offering price of $5.00 per share, in a registered direct offering, for expected gross proceeds of approximately $25 million before placement agent fees and other offering expenses payable by Atomera. The offering is expected to close on or about February 24, 2026, subject to customary closing conditions.
Craig-Hallum is acting 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 is being 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 will be filed with the SEC. Copies of the prospectus supplement and the accompanying prospectus relating to the securities being offered may be obtained, when available, 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 expected closing of the registered direct offering and the intended use of proceeds from the offering. The offering is subject to customary closing conditions and there can be no assurance as to whether or when the offering may be completed. 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
FAQ
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Are there lock-up or issuance restrictions tied to Atomera’s (ATOM) offering?
Filing Exhibits & Attachments
8 documentsPress Releases
Agreements & Contracts
