As filed with the Securities and Exchange Commission
on June 26, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Atomera Incorporated
(Exact name of registrant as specified in its
charter)
| Delaware |
30-0509586 |
|
(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
| |
|
750 University Avenue, Suite 280
Los Gatos, California |
95032 |
| (Address of Principal Executive Offices) |
(Zip Code) |
_______________________
2023 Stock Incentive Plan
(Full title of
the plan)
_______________________
Scott
A. Bibaud
Chief Executive Officer
750 University Avenue, Suite 280
Los Gatos, California 95032
(Name and address of agent for service)
(408) 442-5248
(Telephone number, including area code, of agent for
service)
Copy to:
Daniel K. Donahue
Greenberg Traurig, LLP
18565 Jamboree Road, Suite 500
Irvine, California 92612
(949) 732-6500
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large
accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”
in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ |
Accelerated
filer ☐ |
| Non-accelerated filer x |
Smaller reporting company x |
| |
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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement on
Form S-8 is being filed by Atomera Incorporated (the “Company”) for the purpose of registering an additional 1,750,000 shares
of the Company’s Common Stock that became reserved for issuance under the Company’s 2023 Stock Incentive Plan as a result
of stockholder approval on May 15, 2025. These additional shares of the Company’s Common Stock are securities of the same class
as other securities for which an original Registration Statement on Form S-8 was filed with the Securities and Exchange Commission (the
“Commission”) on June 12, 2023 (File No. 333-272591). Pursuant to General Instruction E to Form S-8, this Registration
Statement hereby incorporates by reference the contents of such prior Registration Statement.
Part
II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Certain Documents by Reference |
The following documents filed
by the Company with the Commission are incorporated by reference into this Registration Statement:
| (a) | The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was
filed on March 4, 2025; |
| | | |
| (b) | The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, which was filed
on May 8, 2025; |
| | | |
| (c) | The Company’s Current Reports on Form 8-K filed on January 28, 2025, March 19, 2025, March 24, 2025, May 5, 2025 and May 16, 2025; |
| | | |
| (d) | The description of the Company’s common stock in its Form 8-A12B, which was filed on August 2,
2016, and any amendments or reports filed for the purpose of updating this description; and |
| | | |
| (e) | All reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold. |
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Los Gatos, California on June 26, 2025.
| |
Atomera Incorporated |
| |
|
| |
By: |
/s/ Scott A. Bibaud |
| |
|
Scott A. Bibaud |
| |
|
Chief Executive Officer |
Each person whose signature
appears below hereby constitutes and appoints Scott A. Bibaud and Francis Laurencio, and each of them, as such person’s true and
lawful attorney-in-fact and agent, each with full powers of substitution and re-substitution, for such person and in such person’s
name, place and stead, in any and all capacities, to sign any or all amendments (including post effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite
or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his or her substitute or substitutes, may lawfully do or cause to
be done by virtue thereof.
Pursuant to the requirements
of the Securities Act of 1933, this Registration Statement has been signed on June 26, 2025 by the following persons in the
capacities indicated.
| Signature |
|
Title |
| |
|
|
| /s/ John D. Gerber |
|
Chairman of the Board |
| John D. Gerber |
|
|
| |
|
|
| /s/ Scott A. Bibaud |
|
President, Chief Executive Officer and Director |
| Scott A. Bibaud |
|
(Principal Executive Officer) |
| |
|
|
| /s/ Francis Laurencio |
|
Chief Financial Officer |
| Francis Laurencio |
|
(Principal Financial and Accounting Officer) |
| |
|
|
| /s/ Duy-Loan T. Le |
|
Director |
| Duy-Loan T. Le |
|
|
| |
|
|
| /s/ Steven K. Shevick |
|
Director |
| Steven K. Shevick |
|
|
| |
|
|
| /s/ Suja Ramnath |
|
Director |
| Suja Ramnath |
|
|
