Form 8-K

8-K — Atomera Inc

Accession: 0001683168-26-005944

Filed: 2026-08-04

Period: 2026-08-04

CIK: 0001420520

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — atomera_8k.htm (Primary)

EX-99.1 — PRESS RELEASE DATED AUGUST 4, 2026 ATOMERA INCORPORATED (atomera_ex9901.htm)

EX-99.2 — INVESTOR PRESENTATION DATED AUGUST 4, 2026 ATOMERA INCORPORATED (atomera_ex9902.htm)

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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.

(d)

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

EX-99.1 — PRESS RELEASE DATED AUGUST 4, 2026 ATOMERA INCORPORATED

EX-99.1

Filename: atomera_ex9901.htm · Sequence: 2

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

Prepaid expenses and other current assets

542

338

Total current assets

38,952

19,602

Property and equipment, net

Security deposit

Operating lease right-of-use asset

1,128

884

Financing lease right-of-use-asset

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

–

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

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,

2026

2025

2026

2025

Revenue

$ 158

$ 11

$ –

$ 169

$ 4

Cost of revenue

(26 )

(126 )

(62 )

(152 )

(62 )

Gross margin

132

(115 )

(62 )

(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

–

235

Interest expense

(1 )

(4 )

(18 )

(5 )

(39 )

Other income, net

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 )

$ (0.34 )

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,

2026

2025

2026

2025

Net loss (GAAP)

$ (6,336 )

$ (6,073 )

$ (4,967 )

$ (12,409 )

$ (10,176 )

Depreciation and amortization

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

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

EX-99.2 — INVESTOR PRESENTATION DATED AUGUST 4, 2026 ATOMERA INCORPORATED

EX-99.2

Filename: atomera_ex9902.htm · Sequence: 3

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

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Aug. 04, 2026

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

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dei_SolicitingMaterial

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Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

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Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

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Namespace Prefix:

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