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): ~~May~~August 155, 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 52.0702 ~~Submission~~Results of ~~Matters~~Operations toand aFinancial ~~Vote of Security Holders~~Condition.

~~The~~On August 5, 2025, ~~Annual~~Atomera ~~Meeting~~Incorporated ofissued a ~~Stockholders~~press ofrelease ~~Atomera~~announcing ~~Incorporated~~its (“financial results for the ~~Company”)~~ ~~was~~three ~~held~~and onsix ~~May~~months 15ended June 20, 2025. The ~~voting~~Company ~~with~~also ~~respect~~intends to ~~each~~conduct an ~~item~~earnings call over which it will distribute an investor presentation. The text of ~~business~~the ~~properly~~press ~~presented~~release atis attached hereto as Exhibit 99.1 and the ~~meeting~~investor ~~are~~presentation is attached hereto as ~~follows:~~Exhibit 99.2, both are incorporated by reference herein.

· The ~~stockholders~~information ~~elected~~in ~~each~~this ofCurrent Report, including the ~~five~~exhibits ~~directors~~attached hereto, is furnished pursuant to Item 2.02 and shall not be deemed “filed” for any purpose, including for the ~~Board~~purposes of ~~Directors~~Section 18 of the ~~Company~~Securities ~~with~~Exchange ~~terms~~Act ~~expiring~~of at1934, as amended (the ~~2026~~“Exchange ~~annual~~Act”), ~~meeting~~or otherwise subject to the liabilities of ~~stockholders~~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 ~~follows:~~amended (the “Securities Act”), or the Exchange Act regardless of any general incorporation language in such filing.

Name	For	Withheld	Broker-Non-Vote
John Gerber	8,450,326	2,177,919	9,108,362
Scott Bibaud	8,419,547	2,208,698	9,108,362
Steve Shevick	8,669,244	1,959,001	9,108,362
Duy-Loan Le	8,816,503	1,811,742	9,108,362
Suja Ramnath	8,673,121	1,955,124	9,108,362

Item 9.01 Financial Statements and Exhibits.

·(d) ~~The stockholders ratified the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm.~~Exhibits

For	18,243,471
Against	1,277,904
Withheld	215,232
Broker Non-Vote	0

The following exhibits are filed with this report:

· The stockholders approved on an advisory basis, the compensation of the Company’s named executive officers.

Exhibit Number		Exhibit Description
99.1		Press release dated August 5, 2025 Atomera Incorporated
99.2		Investor presentation dated August 5, 2025 Atomera Incorporated
104		Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101).

For	7,395,432
Against	3,061,083
Withheld	171,730
Broker Non-Vote	9,108,362

~~· The stockholders approved Amendment No. 1 of the Company’s 2023 Stock Incentive Plan.~~SIGNATURES

For	6,904,397
Against	3,531,847
Withheld	192,001
Broker Non-Vote	9,108,362

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 5, 2025	/s/ Francis B. Laurencio
	Francis B. Laurencio, Chief Financial Officer

~~SIGNATURES~~3

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: May 16, 2025	/s/ Francis B. Laurencio
	Francis B. Laurencio, Chief Financial Officer

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