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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): October 28, 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. ☐
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Item 2.02 Results of Operations and Financial Condition.
On October 28, 2025, Atomera Incorporated issued a press release announcing its financial results for the three and nine months ended September 30, 2025. 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:
| Exhibit Number | Exhibit Description | |
| 99.1 | Press release dated October 28, 2025 Atomera Incorporated | |
| 99.2 | Investor presentation dated October 28, 2025 Atomera Incorporated | |
| 104 | Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101). |
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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: October 28, 2025 | /s/ Francis B. Laurencio | |
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Francis B. Laurencio, Chief Financial Officer |
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Exhibit 99.1
Atomera Provides Third Quarter 2025 Results
LOS GATOS, Calif. Oct. 28, 2025 Atomera Incorporated (NASDAQ: ATOM), a semiconductor materials and technology licensing company, today provided a corporate update and announced financial results for the third quarter ended Sept. 30, 2025.
Recent Company Highlights
| · | Record number of MST wafers processed for customers |
| · | Partnership with capital equipment partner starting to show results |
| · | Announced hiring of Wei Na as Vice President of Sales |
Management Commentary
“While our collaboration with STMicroelectronics did not progress as we had hoped, it provided valuable technical insights and market credibility that continue to strengthen Atomera’s customer engagements,” said Scott Bibaud, President and CEO of Atomera. “We are now seeing broader interest than ever in MST across multiple segments including GAA, DRAM, RFSOI and power. Wei Na’s deep semiconductor experience, including 18 years in IP licensing, comes at the perfect time. His proven leadership, deep understanding of the IP licensing landscape, and extensive relationships with leading foundries and IDMs will help us accelerate the conversion of this strong pipeline into license and commercialization agreements.”
Financial Results
The Company incurred a net loss of ($5.6) million, or ($0.17) per basic and diluted share in the third quarter of 2025, compared to a net loss of ($4.6) million, or ($0.17) per basic and diluted share, for the third quarter of 2024. Adjusted EBITDA (a non-GAAP financial measure) in the third quarter of 2025 was a loss of ($4.4) million compared to an adjusted EBITDA loss of ($3.9) million in the third quarter of 2024.
The Company had $20.3 million in cash, cash equivalents and short-term investments as of Sept. 30, 2025, compared to $26.8 million as of December 31, 2024.
The total number of shares outstanding was 31.5 million as of September 30, 2025.
Third Quarter 2025 Results Webinar
Atomera will host a live video webinar today to discuss its financial results and recent progress.
Date: Tuesday, Oct. 28, 2025
Time: 2:00 p.m. PT (5:00 p.m. ET)
Webcast: Accessible at https://ir.atomera.com
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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 and we have not yet commenced principal revenue producing operations, thus subjecting us to all of the risks inherent in an early-stage enterprise; (2) the risk that STMicroelectronics’ decision not proceed with qualification of MST in its BCD 110 process inhibits our ability to reach commercialization with ST or other customers, (3) risks related to our ability to successfully complete the milestones in our joint development agreements or, even if successfully completed, to reach a high-volume manufacturing license with our JDA customers; (4) risks related to our ability to advance non-recurring engineering fee engagement and integration licenses to R&D and high-volume manufacturing licenses or our ability to add other customers; (5) 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; (6) our ability to protect our proprietary technology, trade secrets and knowhow and (7) those other risks disclosed in the section "Risk Factors" included in our Annual Report on Form 10-K filed with the SEC on March 4, 2025. 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 –
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Atomera Incorporated
Condensed Balance Sheets
(in thousands, except per share data)
| September 30, | June 30, | December 31, | ||||||||||
| 2025 | 2025 | 2024 | ||||||||||
| (Unaudited) | (Unaudited) | |||||||||||
| ASSETS | ||||||||||||
| Current assets: | ||||||||||||
| Cash and cash equivalents | $ | 20,322 | $ | 22,026 | $ | 25,778 | ||||||
| Short-term investments | – | – | 995 | |||||||||
| Accounts receivable | 137 | – | 6 | |||||||||
| Interest receivable | 64 | 63 | 73 | |||||||||
| Prepaid expenses and other current assets | 517 | 659 | 240 | |||||||||
| Total current assets | 21,040 | 22,748 | 27,092 | |||||||||
| Property and equipment, net | 51 | 50 | 59 | |||||||||
| Long-term prepaid maintenance and supplies | – | 30 | 91 | |||||||||
| Security deposit | 14 | 14 | 14 | |||||||||
| Operating lease right-of-use asset | 92 | 155 | 280 | |||||||||
| Financing lease right-of-use-asset | 744 | 1,087 | 1,588 | |||||||||
| Total assets | $ | 21,941 | $ | 24,084 | $ | 29,124 | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||
| Current liabilities: | ||||||||||||
| Accounts payable | $ | 617 | $ | 665 | $ | 492 | ||||||
| Accrued expenses | 244 | 207 | 239 | |||||||||
| Accrued payroll related expenses | 1,112 | 649 | 1,328 | |||||||||
| Current operating lease liability | 64 | 124 | 260 | |||||||||
| Current financing lease liability | 730 | 1,148 | 1,253 | |||||||||
| Deferred revenue | 144 | – | 4 | |||||||||
| Total current liabilities | 2,911 | 2,793 | 3,576 | |||||||||
| Long-term operating lease liability | – | – | 22 | |||||||||
| Long-term financing lease liability | – | – | 449 | |||||||||
| Total liabilities | 2,911 | 2,793 | 4,047 | |||||||||
| Commitments and contingencies | – | – | – | |||||||||
| Stockholders’ equity: | ||||||||||||
| Preferred stock $0.001 par value, authorized 2,500 shares; none issued and outstanding as of September 30, 2025, June 30, 2025 and December 31, 2024 | ||||||||||||
| Common stock: $0.001 par value, authorized 47,500 shares; 31,510 shares issued and outstanding as of September 30, 2025: 31,090 shares issued and outstanding as of June 30, 2025,; and 30,540 shares issued and outstanding as of December 31, 2024 | 32 | 31 | 31 | |||||||||
| Additional paid-in capital | 256,267 | 252,956 | 246,565 | |||||||||
| Other comprehensive income(loss) | – | – | 1 | |||||||||
| Accumulated deficit | (237,269 | ) | (231,696 | ) | (221,520 | ) | ||||||
| Total stockholders’ equity | 19,030 | 21,291 | 25,077 | |||||||||
| Total liabilities and stockholders’ equity | $ | 21,941 | $ | 24,084 | $ | 29,124 | ||||||
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Atomera Incorporated
Condensed Statements of Operations
(Unaudited)
(in thousands, except per share data)
| Three Months Ended | Nine Months Ended | |||||||||||||||||||
| September 30, | June 30, | September 30, | September 30, | |||||||||||||||||
| 2025 | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||
| Revenue | $ | 11 | $ | – | $ | 22 | $ | 15 | $ | 112 | ||||||||||
| Cost of revenue | (128 | ) | (62 | ) | (3 | ) | (190 | ) | (110 | ) | ||||||||||
| Gross margin | (117 | ) | (62 | ) | 19 | (175 | ) | 2 | ||||||||||||
| Operating expenses | ||||||||||||||||||||
| Research and development | 3,304 | 3,004 | 2,759 | 9,563 | 8,206 | |||||||||||||||
| General and administrative | 2,165 | 2,048 | 1,812 | 6,301 | 5,455 | |||||||||||||||
| Selling and marketing | 207 | 141 | 248 | 472 | 805 | |||||||||||||||
| Total operating expenses | 5,676 | 5,193 | 4,819 | 16,336 | 14,466 | |||||||||||||||
| Loss from operations | (5,793 | ) | (5,255 | ) | (4,800 | ) | (16,511 | ) | (14,464 | ) | ||||||||||
| Other income (expense) | ||||||||||||||||||||
| Interest income | 232 | 234 | 176 | 736 | 566 | |||||||||||||||
| Accretion income | – | – | 59 | 6 | 152 | |||||||||||||||
| Interest expense | (12 | ) | (18 | ) | (30 | ) | (51 | ) | (104 | ) | ||||||||||
| Other income, net | – | 72 | – | 71 | 72 | |||||||||||||||
| Total other income (expense), net | 220 | 288 | 205 | 762 | 686 | |||||||||||||||
| Net loss | $ | (5,573 | ) | $ | (4,967 | ) | $ | (4,595 | ) | $ | (15,749 | ) | $ | (13,778 | ) | |||||
| Net loss per common share, basic and diluted | $ | (0.17 | ) | $ | (0.17 | ) | $ | (0.17 | ) | $ | (0.51 | ) | $ | (0.52 | ) | |||||
| Weighted average number of common shares outstanding, basic and diluted | 31,128 | 30,397 | 27,406 | 30,593 | 26,640 | |||||||||||||||
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Atomera Incorporated
Reconciliation to Non-GAAP EBITDA
(Unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||||||||||
| September 30, | June 30, | September 30, | September 30, | |||||||||||||||||
| 2025 | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||
| Net loss (GAAP) | $ | (5,573 | ) | $ | (4,967 | ) | $ | (4,595 | ) | $ | (15,749 | ) | $ | (13,778 | ) | |||||
| Depreciation and amortization | 11 | 12 | 12 | 35 | 42 | |||||||||||||||
| Stock-based compensation | 1,342 | 1,278 | 907 | 3,629 | 2,918 | |||||||||||||||
| Interest income | (232 | ) | (234 | ) | (176 | ) | (736 | ) | (566 | ) | ||||||||||
| Accretion income | – | – | (59 | ) | (6 | ) | (152 | ) | ||||||||||||
| Interest expense | 12 | 18 | 30 | 51 | 104 | |||||||||||||||
| Other income, net | – | (72 | ) | – | (71 | ) | (72 | ) | ||||||||||||
| Net loss non-GAAP EBITDA | $ | (4,440 | ) | $ | (3,965 | ) | $ | (3,881 | ) | $ | (12,847 | ) | $ | (11,504 | ) | |||||
Investor Contact:
Bishop IR
Mike Bishop
(415) 894-9633
investor@atomera.com
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Exhibit 99.2
Q3 2025 Conference Call October 28, 2025 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 March 4, 2025 (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 $600B semiconductor market Mears Silicon Technology (MST®) Quantum Engineered Materials MST technology focus areas Atomera 4 MST for Advanced Nodes MST for RF - SOI MST for Power MST for DRAM
Revenue potential and timing MST starting wafers Easier integration, faster time to revenue • RFSOI, GaN , Next Gen DRAM, etc High volume potential products Longer integration, higher revenue potential • GAA Logic, DRAM, Power, Flash memory, etc. Breakthrough, enabling materials New disruptive technologies • Si28 for Quantum, Piezo, HBM Memory, etc. 5 Financial Review Atomera Incorporated 6
We collaborate with customers to improve their products, through integration of MST, so that both companies benefit financially Mission Statement Atomera Incorporated 7 Thank You Atomera Incorporated 8
