Atomera Inc 8-K

What Happened
Atomera Inc (ATOM) announced that its Board of Directors approved and adopted Second Amended and Restated Bylaws on February 5, 2026, and filed the amended bylaws with the SEC in an 8-K dated February 11, 2026. The amendments update the company’s governance rules to reflect changes in Delaware law and include two notable changes to meeting and voting thresholds.

Key Details

• Board approved and adopted the Amended Bylaws on February 5, 2026; the amended bylaws were filed as Exhibit 3.1 to the 8-K.
• Section 1.6: Quorum for annual or special shareholder meetings changed from a majority of outstanding voting shares to one-third (1/3) of outstanding voting shares.
• Section 1.9: For matters other than director elections, approval now requires a majority of votes cast on the matter; abstentions and broker non‑votes are treated as not counted (i.e., not votes for or against). The prior bylaws required a majority of the voting power of shares present in person or by proxy and did not address abstentions or broker non‑votes.
• The filing states these revisions reflect recent Delaware General Corporation Law changes and otherwise do not materially alter prior disclosures.

Why It Matters
These bylaw changes alter the numerical rules that determine when shareholder meetings can proceed and how shareholder votes are tallied. For investors, that affects how easily the company can achieve a meeting quorum and the way shareholder proposals and other routine matters are approved (decisions are based on votes cast rather than on shares present or outstanding). The amendment has been made public and filed with the SEC for review.