Atomera Inc 8-K

What Happened

• On February 23, 2026 Atomera Incorporated entered into a Securities Purchase Agreement with institutional investors to sell 5,000,000 shares of its common stock at $5.00 per share in a registered direct offering for gross proceeds of $25.0 million. The offering is being made under the company’s effective Form S-3 shelf registration (declared effective June 3, 2025). The closing is expected to occur on February 24, 2026, subject to customary closing conditions. Atomera said it will use net proceeds for working capital and general corporate purposes. Craig-Hallum Capital Group, LLC is the exclusive placement agent.

Key Details

• Shares and price: 5,000,000 common shares at $5.00 per share (gross proceeds $25.0M).
• Placement agent compensation: 5.0% cash fee on gross proceeds and reimbursement of up to $75,000 of legal/other expenses.
• Lock-ups and restrictions: the company agreed to certain 90-day restrictions on issuing or selling common stock or equivalents after closing; Atomera’s executive officers and directors agreed to 90-day lock-up agreements.
• Filing/closing: Offering made under Form S-3 shelf (File No. 333-287603); prospectus supplement to be filed; expected closing Feb 24, 2026.

Why It Matters

• The transaction provides Atomera with near-term capital (roughly $25M gross) to support operations and general corporate needs. For shareholders, the offering is dilutive because it increases the number of outstanding shares. Fees and expense reimbursements to the placement agent will reduce net proceeds. The 90-day lock-ups limit insider stock sales shortly after the offering, which can affect short-term share supply.