---
schema_version: "secwatch.filing_event.v1"
accession: "0001683168-26-001269"
form_type: "8-K"
ticker: "ATOM"
cik: "0001420520"
company_name: "Atomera Inc"
filed_at: "2026-02-24T23:59:59+00:00"
generated_at: "2026-05-16T00:46:29.520433+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# Atomera enters $25M registered direct offering of 5M shares at $5.00 per share

## Summary
- Offering of 5,000,000 shares of common stock at $5.00 per share for gross proceeds of approximately $25 million.
- Expected to close on February 24, 2026, subject to customary closing conditions.
- Net proceeds will be used for working capital and general corporate purposes.
- Executive officers and directors entered into 90-day lock-up agreements restricting share disposals.
- Craig-Hallum Capital Group acts as sole placement agent with a 5% cash fee.

## SEC filing metadata
- accession: 0001683168-26-001269
- form_type: 8-K
- ticker: ATOM
- cik: 0001420520
- company_name: Atomera Inc
- filed_at: 2026-02-24T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 1.01, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1420520/000168316826001269/0001683168-26-001269-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1420520/000168316826001269/atomera_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001683168-26-001269
- JSON: https://secwatch.observer/filing/0001683168-26-001269.json
- Plain text: https://secwatch.observer/filing/0001683168-26-001269.txt

## Key facts
- Material Agreements
  Atomera Inc entered into Placement Agent Agreement with Craig-Hallum Capital Group, LLC (effective 2026-02-23).
  - Action: entry
  - Agreement: underwriting
  - Counterparty: Craig-Hallum Capital Group, LLC
  - Effective: 2026-02-23
  source text: In connection with the Offering, the Company entered into a placement agent agreement (the “Placement Agent Agreement”) with Craig-Hallum Capital Group, LLC (“Craig-Hallum”), pursuant to which Craig-Hallum agreed to serve as the exclusive placement agent for the issuance and sale of securities of the Company pursuant to the Purchase Agreement.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1420520/000168316826001269/0001683168-26-001269-index.htm
- Material Agreements
  Atomera Inc entered into Purchase Agreement with certain institutional investors valued at $25 million (effective 2026-02-23).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: certain institutional investors
  - Value: $25 million
  - Effective: 2026-02-23
  source text: On February 23, 2026, Atomera Incorporated (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (the “Investors”), pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “Offering”), an aggregate of 5,000,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), at a purchase price of $5.00 per share (the “Shares”), for gross proceeds from the Offering of $25 million, before deducting the placement agent fee and estimated offering expenses.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1420520/000168316826001269/0001683168-26-001269-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.