ATOM / Atomera Incorporated - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Atomera Incorporated
US ˙ NasdaqCM ˙ US04965B1008

Mga Batayang Estadistika
CIK 1420520
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Atomera Incorporated
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
August 5, 2025 EX-99.1

Atomera Provides Second Quarter 2025 Results

Exhibit 99.1 Atomera Provides Second Quarter 2025 Results LOS GATOS, Calif. Aug. 5, 2025 Atomera Incorporated (NASDAQ: ATOM), a semiconductor materials and technology licensing company, today provided a corporate update and announced financial results for the second quarter ended June 30, 2025. Recent Company Highlights · Announced a strategic collaboration with Incize to advance GaN-on-Si technol

August 5, 2025 EX-99.2

Q2 2025 Conference Call August 5, 2025 Atomera Incorporated 1

Exhibit 99.2 Q2 2025 Conference Call August 5, 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 tha

August 5, 2025 8-K

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): August 5, 2025 ATOMERA INCORPORATED

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): August 5, 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.

August 5, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2025 ☐ Transition Report Pursuant to

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2025 or ☐ Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 001-37850 A

June 26, 2025 EX-FILING FEES

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Atomera Incorporated (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (a) Proposed Maximum Offering Price Per Unit (b) Maximum Aggregate Offering Price (b) Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common stock 457(h)(1) 1,750,000 $4.

June 26, 2025 S-8

As filed with the Securities and Exchange Commission on June 26, 2025

As filed with the Securities and Exchange Commission on June 26, 2025 Registration No.

May 30, 2025 CORRESP

May 30, 2025

May 30, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Kristin Baldwin Re: Atomera Incorporated Registration Statement on Form S-3 File No. 333- 287603 Acceleration Request Requested Date: Tuesday, June 3, 2025 Requested Time: 4:30 p.m., Eastern Daylight Time Ladies and Gentlemen: In accordance with Rule 461 un

May 27, 2025 EX-4.4

Form of Senior Note

Exhibit 4.4 Form of Senior Note (FACE OF SECURITY) [Each Global Security shall bear substantially the following legend: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE

May 27, 2025 EX-4.3

Form of Subordinated Indenture

Exhibit 4.3 ATOMERA INCORPORATED and Trustee INDENTURE Dated as of SUBORDINATED DEBT SECURITIES CROSS-REFERENCE TABLE (1) Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c) 4.03 313(d) 4.03 314(a) 4.02 314(b)

May 27, 2025 EX-4.2

Form of Senior Indenture

Exhibit 4.2 ATOMERA INCORPORATED and Trustee INDENTURE Dated as of SENIOR DEBT SECURITIES CROSS-REFERENCE TABLE(1) Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c) 4.03 313(d) 4.03 314(a) 4.02 314(b) Inappl

May 27, 2025 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Atomera Incorporated.

May 27, 2025 EX-4.5

Form of Subordinated Note

Exhibit 4.5 Form of Subordinated Note (FACE OF SECURITY) [Each Global Security shall bear substantially the following legend: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE

May 27, 2025 EX-1.2

Equity Distribution Agreement, dated May 27, 2025 between the Registrant and Craig-Hallum Capital Group LLC.

Exhibit 1.2 Atomera Incorporated EQUITY DISTRIBUTION AGREEMENT May 27, 2025 CRAIG-HALLUM CAPITAL GROUP LLC 222 South Ninth Street, Suite 350 Minneapolis, Minnesota 55402 Ladies and Gentlemen: Atomera Incorporated, a Delaware corporation (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (defined below

May 27, 2025 S-3

As filed with the Securities and Exchange Commission on May 27, 2025

Table of Contents As filed with the Securities and Exchange Commission on May 27, 2025 Registration No.

May 16, 2025 8-K

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 15, 2025 ATOMERA INCORPORATED (

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 15, 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.

May 8, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2025 ☐ Transition Report Pursuant to

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2025 or ☐ Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 001-37850

May 7, 2025 DEFA14A

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

May 6, 2025 EX-99.1

Atomera Provides First Quarter 2025 Results

Exhibit 99.1 Atomera Provides First Quarter 2025 Results LOS GATOS, Calif. May 6, 2025 Atomera Incorporated (NASDAQ: ATOM), a semiconductor materials and technology licensing company, today provided a corporate update and announced financial results for the first quarter ended March 31, 2025. Recent Company Highlights · Signed strategic marketing agreement with leading chip fabrication equipment v

May 6, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 6, 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.

May 6, 2025 EX-99.2

Q1 2025 Conference Call May 6, 2025 Atomera Incorporated 1

Exhibit 99.2 Q1 2025 Conference Call May 6, 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 c

May 5, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 5, 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.

May 5, 2025 EX-10.1

Amended and Restated Employment Agreement dated May 5, 2025 between Registrant and Scott A. Bibaud

Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Restated Agreement”) is entered into on May 5, 2025, to effective as of March 3, 2025 (“Effective Date”), by and between Atomera Incorporated, a Delaware corporation (“Company”), and Scott A. Bibaud (“Executive”). RECITALS WHEREAS, Company and Executive previously entered into an Employment Agre

March 28, 2025 DEFA14A

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

March 24, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): March 24, 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.

March 19, 2025 DEFA14A

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

March 19, 2025 DEF 14A

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)

March 19, 2025 EX-16.1

Letter from Marcum dated March 19, 2025

Exhibit 16.1 March 19, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Atomera Incorporated under Item 4.01 of its Form 8-K dated March 18, 2025. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of Atomera Incorporated contained th

March 19, 2025 8-K

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): March 18, 2025 ATOMERA INCORPORATED

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): March 18, 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.

March 4, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT UNDER SECTION 13

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37850 ATOMERA INCOR

March 4, 2025 EX-10.11

Employment Agreement dated March 3, 2025 between Francis Laurencio and the Registrant

Exhibit 10.11 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into on March 3, 2025 (“Effective Date”) by and between Atomera Incorporated, a Delaware corporation (“Company”), and Francis B. Laurencio (“Executive”). RECITAL Company is desirous of continuing to employ Executive in an executive capacity on the terms and conditions and for the consideration, hereinafter set fo

March 4, 2025 EX-10.10

Employment Agreement dated March 3, 2025 between Scott Bibaud and the Registrant

Exhibit 10.10 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into on March 3, 2025 (“Effective Date”) by and between Atomera Incorporated, a Delaware corporation (“Company”), and Scott A. Bibaud (“Executive”). RECITAL Company is desirous of continuing to employ Executive in an executive capacity on the terms and conditions and for the consideration, hereinafter set forth,

March 4, 2025 EX-19.1

Insider Trading Policy

Exhibit 19.1 Statement of Policies on Trading In Securities Atomera Incorporated has adopted several policies on trading in securities both of Atomera Incorporated and of other corporations. These policies apply equally to employees, officers, directors and consultants of Atomera Incorporated and of companies owned by Atomera Incorporated (all of which are referred to collectively for convenience

March 4, 2025 EX-10.12

Employment Agreement dated March 3, 2025 between Dr. Robert Mears and the Registrant

Exhibit 10.12 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into on March 3, 2025 (“Effective Date”) by and between Atomera Incorporated, a Delaware corporation (“Company”), and Robert Mears (“Executive”). RECITAL Company is desirous of continuing to employ Executive in an executive capacity on the terms and conditions and for the consideration, hereinafter set forth, and

February 11, 2025 EX-99.1

Atomera Provides Fourth Quarter and Fiscal 2024 Results

Exhibit 99.1 Atomera Provides Fourth Quarter and Fiscal 2024 Results LOS GATOS, Calif. Feb. 11, 2025 Atomera Incorporated (NASDAQ: ATOM), a semiconductor materials and technology licensing company, today provided a corporate update and announced financial results for the fourth quarter and fiscal year ended December 31, 2024. Recent Company Highlights · Continued progress toward commercialization

February 11, 2025 8-K

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): February 11, 2025 ATOMERA INCORPORA

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): February 11, 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.

February 11, 2025 EX-99.2

Q4 2024 Conference Call February 11, 2025 Atomera Incorporated 1

Exhibit 99.2 Q4 2024 Conference Call February 11, 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

January 28, 2025 8-K

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): January 22, 2025 ATOMERA INCORPORAT

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): January 22, 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.

October 29, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 29, 2024 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.

October 29, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2024. ☐ Transition Report Pursua

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2024. or ☐ Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 001-3

October 29, 2024 EX-99.1

Atomera Provides Third Quarter 2024 Results

EX-99.1 2 atomeraex9901.htm PRESS RELEASE Exhibit 99.1 Atomera Provides Third Quarter 2024 Results LOS GATOS, Calif. Oct. 29, 2024 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, 2024. Recent Company Highlights · Announced a collaboration with the

October 29, 2024 EX-99.2

Q3 2024 Conference Call October 29, 2024 Atomera Incorporated 1

EX-99.2 7 atomeraex9902.htm INVESTOR PRESENTATION DATED OCTOBER 29, 2024 ATOMERA INCORPORATED Exhibit 99.2 Q3 2024 Conference Call October 29, 2024 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,” “a

July 30, 2024 EX-99.1

Atomera Provides Second Quarter 2024 Results

Exhibit 99.1 Atomera Provides Second Quarter 2024 Results LOS GATOS, Calif. July 30, 2024 Atomera Incorporated (NASDAQ: ATOM), a semiconductor materials and technology licensing company, today provided a corporate update and announced financial results for the second quarter ended June 30, 2024. Recent Company Highlights · Announced the availability of an MST® RFSOI wafer substrates solution for l

July 30, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): July 30, 2024 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.

July 30, 2024 EX-99.2

Q2 2024 Conference Call July 30, 2024 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,” “

Exhibit 99.2 Q2 2024 Conference Call July 30, 2024 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

July 30, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2024. ☐ Transition Report Pursuant to

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2024. or ☐ Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 001-37850

May 2, 2024 8-K

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 1, 2024 ATOMERA INCORPORATED (E

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 1, 2024 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.

April 30, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2024. ☐ Transition Report Pursuant t

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2024. or ☐ Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 001-37850

April 25, 2024 EX-99.1

Atomera Provides First Quarter 2024 Results

Exhibit 99.1 Atomera Provides First Quarter 2024 Results LOS GATOS, Calif. April 25, 2024 Atomera Incorporated (NASDAQ: ATOM), a semiconductor materials and technology licensing company, today provided a corporate update and announced financial results for the first quarter ended March 31, 2024. Recent Company Highlights · Strong progress with customers in all four market focus segments · Record n

April 25, 2024 EX-99.2

Q1 2024 Conference Call April 25, 2024 Atomera Incorporated 1

Exhibit 99.2 Q1 2024 Conference Call April 25, 2024 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 tha

April 25, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): April 25, 2024 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.

March 11, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): March 11, 2024 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.

March 8, 2024 DEFA14A

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

March 8, 2024 DEF 14A

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)

February 15, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT UNDER SECTION 13

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37850 ATOMERA INCOR

February 15, 2024 EX-97.1

Atomera, Incorporated Executive Officer Clawback Policy

Exhibit 97.1 ATOMERA INCORPORATED Executive Officer Clawback Policy Approved by the Board of Directors on October 26, 2023 (the “Adoption Date”) I. Purpose This Executive Officer Clawback Policy describes the circumstances under which Covered Persons of Atomera Incorporated, a Delaware corporation and any of its direct or indirect subsidiaries (the “Company”) will be required to repay or return Er

February 13, 2024 8-K

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): February 13, 2024 ATOMERA INCORPORA

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): February 13, 2024 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.

February 13, 2024 EX-99.1

Atomera Provides Fourth Quarter and Fiscal 2023 Results Revenue in the Fourth Quarter Resulting from MST Installation at Licensee

Exhibit 99.1 Atomera Provides Fourth Quarter and Fiscal 2023 Results Revenue in the Fourth Quarter Resulting from MST Installation at Licensee LOS GATOS, Calif. - Feb. 13, 2024 - Atomera Incorporated (NASDAQ: ATOM), a semiconductor materials and technology licensing company, today provided a corporate update and announced financial results for the fourth quarter and fiscal year ended December 31,

February 13, 2024 EX-99.2

Q4 2023 Conference Call February 13, 2024 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

Exhibit 99.2 Q4 2023 Conference Call February 13, 2024 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

February 13, 2024 SC 13G

ATOM / Atomera Incorporated / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Atomera Inc Title of Class of Securities: Common Stock CUSIP Number: 04965B100 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐ Rule 13d-1(

January 10, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): January 10, 2024 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.

January 10, 2024 EX-99.1

Atomera Updates Revenue Guidance for the Fourth Quarter of 2023

Exhibit 99.1 Atomera Updates Revenue Guidance for the Fourth Quarter of 2023 LOS GATOS, Calif. – Jan. 10, 2024 – Atomera Incorporated (NASDAQ: ATOM), a semiconductor materials and technology licensing company, today announced it expects fourth quarter 2023 revenues to be approximately $500,000, an increase from the prior guidance of $300,000 to $350,000. In late December, Atomera achieved the seco

November 14, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): November 14, 2023 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.

November 14, 2023 EX-99.1

Atomera Achieves Revenue Milestone Under First Commercial License Agreement

Exhibit 99.1 Atomera Achieves Revenue Milestone Under First Commercial License Agreement LOS GATOS, Calif. – Nov. 14, 2023 – Atomera Incorporated (NASDAQ: ATOM), a semiconductor materials and technology licensing company, today announced it has reached a significant revenue milestone under its first license for commercialization of Mears Silicon TechnologyTM (MST®). By completing the transfer of i

November 1, 2023 EX-99.1

Atomera Provides Third Quarter 2023 Results

Exhibit 99.1 Atomera Provides Third Quarter 2023 Results LOS GATOS, Calif. – Nov. 1, 2023 – 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, 2023. Recent Company Highlights · MST’s benefits for DRAMs highlighted in new whitepaper on Atomera’s websi

November 1, 2023 EX-99.2

Q32 2023 Conference Call November 1, 2023 Atomera Incorporated 1

Exhibit 99.2 Q32 2023 Conference Call November 1, 2023 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

November 1, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2023. ☐ Transition Report Pursua

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2023. or ☐ Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 001-3

November 1, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 1, 2023 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.

August 2, 2023 8-K

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): August 2, 2023 ATOMERA INCORPORATED

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): August 2, 2023 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.

August 2, 2023 EX-99.2

Q2 2023 Conference Call August 2, 2023 Atomera Incorporated 1

Exhibit 99.2 Q2 2023 Conference Call August 2, 2023 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 tha

August 2, 2023 EX-99.1

Atomera Provides Second Quarter 2023 Results

Exhibit 99.1 Atomera Provides Second Quarter 2023 Results LOS GATOS, Calif. Aug. 2, 2023 Atomera Incorporated (NASDAQ: ATOM), a semiconductor materials and technology licensing company, today provided a corporate update and announced financial results for the second quarter ended June 30, 2023. Recent Company Highlights · Commenced productization efforts with STM through MSTcad simulation work in

August 2, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2023. ☐ Transition Report Pursuant to

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2023. or ☐ Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 001-37850

June 12, 2023 S-8

As filed with the Securities and Exchange Commission on June 12, 2023

As filed with the Securities and Exchange Commission on June 12, 2023 Registration No.

June 12, 2023 EX-FILING FEES

Calculation of Fees

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Atomera Incorporated (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (a) Proposed Maximum Offering Price Per Unit (b) Maximum Aggregate Offering Price (b) Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common stock 457(h)(1) 2,000,000 $8.

May 5, 2023 8-K

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 4, 2023 ATOMERA INCORPORATED (E

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 4, 2023 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.

April 26, 2023 8-K

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): April 26, 2023 ATOMERA INCORPORATED

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): April 26, 2023 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.

April 26, 2023 EX-99.1

Atomera Signs Commercial License Agreement with STMicroelectronics Agreement Allows ST to Manufacture and Ship MST-Enabled Products

Exhibit 99.1 Atomera Signs Commercial License Agreement with STMicroelectronics Agreement Allows ST to Manufacture and Ship MST-Enabled Products LOS GATOS, Calif. April 26, 2023 – Atomera Incorporated (NASDAQ:ATOM), a semiconductor materials and technology licensing company, today announced the execution of a commercial license agreement with STMicroelectronics (ST). This agreement enables ST to i

April 26, 2023 EX-99.2

Q1 2023 Conference Call April 26, 2023 Atomera Incorporated 1

Exhibit 99.2 Q1 2023 Conference Call April 26, 2023 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 tha

April 26, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): April 26, 2023 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.

April 26, 2023 EX-99.1

Atomera Provides First Quarter 2023 Results

Exhibit 99.1 Atomera Provides First Quarter 2023 Results LOS GATOS, Calif. April 26, 2023 Atomera Incorporated (NASDAQ: ATOM), a semiconductor materials and technology licensing company, today provided a corporate update and announced financial results for the first quarter ended March 31, 2023. Recent Company Highlights · Executed definitive commercial license with STMicroelectronics · Developing

April 26, 2023 10-Q

Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2023. or ☐ Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 001-37850

April 18, 2023 DEFA14A

2023 Stock Incentive Plan, as amended

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

March 10, 2023 DEFA14A

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

March 10, 2023 DEF 14A

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)

February 15, 2023 8-K

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): February 15, 2023 ATOMERA INCORPORA

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): February 15, 2023 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.

February 15, 2023 EX-99.1

Atomera Provides Fourth Quarter and Fiscal 2022 Results

Exhibit 99.1 Atomera Provides Fourth Quarter and Fiscal 2022 Results LOS GATOS, Calif. Feb. 15, 2023 Atomera Incorporated (NASDAQ: ATOM), a semiconductor materials and technology licensing company, today provided a corporate update and announced financial results for the fourth quarter and fiscal year ended December 31, 2022. Recent Company Highlights • Released a Whitepaper detailing Atomera’s co

February 15, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT UNDER SECTION 13

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37850 ATOMERA INCOR

February 15, 2023 EX-99.2

Q4 2022 Conference Call February 15, 2023 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

Exhibit 99.2 Q4 2022 Conference Call February 15, 2023 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

November 9, 2022 EX-99.2

Q3 2022 Conference Call November 9, 2022 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,

Exhibit 99.2 Q3 2022 Conference Call November 9, 2022 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 t

November 9, 2022 EX-99.1

Atomera Provides Third Quarter 2022 Results

Exhibit 99.1 Atomera Provides Third Quarter 2022 Results LOS GATOS, Calif. - Nov. 9, 2022 - 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, 2022. Recent Company Highlights · Customer results validate that MST provides unique benefits in More-than-

November 9, 2022 8-K

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): November 9, 2022 ATOMERA INCORPORAT

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): November 9, 2022 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.

November 9, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2022. ☐ Transition Report Pursua

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2022. or ☐ Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 001-3

August 2, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2022. ☐ Transition Report Pursuant to

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2022. or ☐ Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 001-37850

August 2, 2022 EX-99.1

Atomera Provides Second Quarter 2022 Results

Exhibit 99.1 Atomera Provides Second Quarter 2022 Results LOS GATOS, Calif. -Aug. 2, 2022 - Atomera Incorporated (NASDAQ: ATOM), a semiconductor materials and technology licensing company, today provided a corporate update and announced financial results for the second quarter ended June 30, 2022. Recent Company Highlights · Atomera grew its customer pipeline leveraging improved capacity and fewer

August 2, 2022 EX-99.2

Q2 2022 Conference Call August 2, 2022 Atomera Incorporated 1

Exhibit 99.2 Q2 2022 Conference Call August 2, 2022 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 tha

August 2, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 2, 2022 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.

May 31, 2022 EX-1.1

Equity Distribution Agreement dated May 31, 2022 between the Company and Oppenheimer & Co. Inc. and Craig-Hallum Capital Group LLC

EX-1.1 2 atomeraex0101.htm EQUITY DISTRIBUTION AGREEMENT DATED AS OF MAY 31, 2022 BETWEEN THE COMPANY, OPPENHEIMER & CO. INC. AND CRAIG-HALLUM CAPITAL GROUP LLC EXHIBIT 1.1 ATOMERA INCORPORATED $50,000,000 COMMON STOCK EQUITY DISTRIBUTION AGREEMENT May 31, 2022 Oppenheimer & Co. Inc. 85 Broad Street, 26th Floor New York, New York 10004 Craig-Hallum Capital Group LLC 222 South Ninth Street, Suite 3

May 31, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 31, 2022 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.

May 31, 2022 424B5

Up to $50 Million of Common Stock

424B5 1 atomeraex424b5.htm SUPPLEMENT Filed Pursuant to Rule 424(b)(5) Registration No. 333-262750 PROSPECTUS SUPPLEMENT (To Prospectus dated March 18, 2022) Up to $50 Million of Common Stock We have entered into an Equity Distribution Agreement, or the Distribution Agreement, with Oppenheimer & Co. Inc. and Craig-Hallum Capital Group LLC, each a Sales Agent and together the Sales Agents, relating

May 6, 2022 8-K

Submission of Matters to a Vote of Security Holders

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 5, 2022 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.

April 27, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2022. ☐ Transition Report Pursuant t

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2022. or ☐ Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 001-37850

April 27, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): April 27, 2022 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.

April 27, 2022 EX-99.1

Atomera Provides First Quarter 2022 Results

Exhibit 99.1 Atomera Provides First Quarter 2022 Results LOS GATOS, Calif. April 27, 2022 Atomera Incorporated (NASDAQ: ATOM), a semiconductor materials and technology licensing company, today provided a corporate update and announced financial results for the first quarter ended March 31, 2022. Recent Company Highlights ? Entered into new Joint Development Agreement (JDA) with a leading foundry p

April 27, 2022 EX-99.2

Q1 2022 Conference Call April 27, 2022 Atomera 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,

Exhibit 99.2 Q1 2022 Conference Call April 27, 2022 Atomera 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 unce

March 16, 2022 CORRESP

March 16, 2022

CORRESP 1 filename1.htm March 16, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Gregory Herbers Re: Atomera Incorporated Registration Statement on Form S-3 File No. 333-262750 Acceleration Request Requested Date: Friday, March 18, 2022 Requested Time: 4:30 p.m., Eastern Daylight Time Ladies and Gentlemen: In a

March 11, 2022 DEF 14A

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)

March 11, 2022 DEFA14A

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

DEFA14A 1 atomeradefa14a.htm DEFINITIVE ADDITIONAL MATERIALS United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by Registrant x Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commis

February 15, 2022 EX-4.3

Form of Subordinated Indenture

Exhibit 4.3 ATOMERA INCORPORATED and Trustee INDENTURE Dated as of SUBORDINATED DEBT SECURITIES CROSS-REFERENCE TABLE (1) Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c) 4.03 313(d) 4.03 314(a) 4.02 314(b)

February 15, 2022 S-3

As filed with the Securities and Exchange Commission on February 15, 2022

Table of Contents As filed with the Securities and Exchange Commission on February 15, 2022 Registration No.

February 15, 2022 EX-4.5

Form of Subordinated Note

Exhibit 4.5 Form of Subordinated Note (FACE OF SECURITY) [Each Global Security shall bear substantially the following legend: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE

February 15, 2022 EX-4.2

Form of Senior Indenture

Exhibit 4.2 ATOMERA INCORPORATED and Trustee INDENTURE Dated as of SENIOR DEBT SECURITIES CROSS-REFERENCE TABLE(1) Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c) 4.03 313(d) 4.03 314(a) 4.02 314(b) Inappl

February 15, 2022 EX-99.1

Atomera Provides Fourth Quarter and Fiscal 2021 Results

Exhibit 99.1 Atomera Provides Fourth Quarter and Fiscal 2021 Results LOS GATOS, Calif. Feb. 15, 2022 Atomera Incorporated (NASDAQ: ATOM), a semiconductor materials and technology licensing company, today provided a corporate update and announced financial results for the fourth quarter and fiscal year ended December 31, 2021. Recent Company Highlights ? Successfully fulfilled all technical require

February 15, 2022 EX-99.2

Q4 2021 Conference Call February 15, 2022 Atomera 1

Exhibit 99.2 Q4 2021 Conference Call February 15, 2022 Atomera 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 u

February 15, 2022 EX-4.4

Form of Senior Note

Exhibit 4.4 Form of Senior Note (FACE OF SECURITY) [Each Global Security shall bear substantially the following legend: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE

February 15, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT UNDER SECTION 13

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37850 ATOMERA INCOR

February 15, 2022 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Atomera Incorporated (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (a) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Common stock, $0.

February 15, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 15, 2022 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.

January 6, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): December 30, 2021 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.

November 15, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): November 15, 2021 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.

November 1, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2021. ☐ Transition Report Pursua

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2021. or ☐ Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 001-3

October 28, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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, 2021 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.

October 28, 2021 EX-99.2

Q3 2021 Conference Call October 28, 2021 Atomera 1 Safe Harbor This presentation contains forward - looking statements concerning Atomera Incorporated (““Atomera,” the “Company,” “we,” “us,” and “our”). The words “believe,” “may,” “will,” “potentiall

Exhibit 99.2 Q3 2021 Conference Call October 28, 2021 Atomera 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 un

October 28, 2021 EX-99.1

Atomera Provides Third Quarter 2021 Results

Exhibit 99.1 Atomera Provides Third Quarter 2021 Results LOS GATOS, Calif. Oct. 28, 2021 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 September 30, 2021. ? Company reached formal acceptance of 200 and 300mm Epi deposition tool and facility ? Patents issu

October 27, 2021 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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 21, 2021 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.

October 27, 2021 EX-3.1

First Amended and Restated Bylaws of the Registrant

Exhibit 3.1 FIRST AMENDED AND RESTATED BYLAWS OF ATOMERA INCORPORATED (As adopted on October 21, 2021) TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Notice of Meetings 1 1.5 Voting List 1 1.6 Quorum 2 1.7 Adjournments 2 1.8 Voting and Proxies 2 1.9 Action at Meeting 2 1.10 Conduct of Meetings. 3 1.11 Action without Meeting 3

August 4, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2021. ¨ Transition Report Pursuant to

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2021. or ? Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 001-37850

August 3, 2021 8-K

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): August 3, 2021 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.

August 3, 2021 EX-99.1

Atomera Provides Second Quarter 2021 Results

Exhibit 99.1 Atomera Provides Second Quarter 2021 Results LOS GATOS, Calif. Aug. 3, 2021 Atomera Incorporated (NASDAQ: ATOM), a semiconductor materials and technology licensing company, today provided a corporate update and announced financial results for the second quarter ended June 30, 2021. ? Appointed two new senior executives to lead engineering and marketing/business development. ? Released

August 3, 2021 EX-99.2

Q2 2021 Conference Call August 2, 2021 Atomera 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,

Exhibit 99.2 Q2 2021 Conference Call August 2, 2021 Atomera 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 unce

June 3, 2021 EX-99.1

Atomera Appoints Industry Veteran, Licensing Expert Jeff Lewis to Lead Marketing and Business Development

Exhibit 99.1 Press Release Atomera Appoints Industry Veteran, Licensing Expert Jeff Lewis to Lead Marketing and Business Development LOS GATOS, Calif., June 2, 2021 ? Atomera Incorporated (Nasdaq: ATOM), a semiconductor materials and technology licensing company, announced the appointment of Jeff Lewis as senior vice president of marketing and business development. In this leadership role, Lewis w

June 3, 2021 EX-10.1

Employment Agreement dated January 26, 2021 between Jeffrey Lewis and the Registrant

Exhibit 10.1 May 24, 2021 Via Email Jeff Lewis Dear Jeff, On behalf of Atomera, it is my pleasure to offer you the position of Vice President of Business Development. You will report to the President and Chief Executive Officer, beginning on a mutually agreed date. Your starting annual base salary will be $275,000 paid semimonthly. You will participate in the company?s bonus program. Bonus payment

June 3, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): June 1, 2021 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.

May 7, 2021 10-Q

Quarterly Report - FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2021. or ? Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 001-37850

May 7, 2021 8-K

Submission of Matters to a Vote of Security Holders

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 6, 2021 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.

April 28, 2021 EX-99.1

Atomera Provides First Quarter 2021 Results Recognizes Revenue from JDA Customer

Exhibit 99.1 Atomera Provides First Quarter 2021 Results Recognizes Revenue from JDA Customer LOS GATOS, Calif. - April 28, 2021 - Atomera Incorporated (NASDAQ: ATOM), a semiconductor materials and technology licensing company, today provided a corporate update and announced financial results for the first quarter ended March 31, 2021. Recent Company Highlights ? Recognized revenue from Phase 4 ma

April 28, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): April 28, 2021 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.

April 28, 2021 EX-99.2

Q1 2021 Conference Call April 28, 2021 Atomera Incorporated 1

Exhibit 99.2 Q1 2021 Conference Call April 28, 2021 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 tha

April 14, 2021 EX-10.1

Employment Agreement dated March 26, 2021 between Sudarsan Srinivasan and the Registrant

Exhibit 10.1 March 26, 2021 Via Email Sudarsan Srinivasan Dear Sudarsan, On behalf of Atomera, it is my pleasure to offer you the position of Vice President of Engineering. You will report to the President and Chief Executive Officer, beginning on a mutually agreed date, no later than April 16, 2021. Your starting annual base salary will be $300,000 paid semimonthly. You will participate in the co

April 14, 2021 EX-99.1

Atomera Appoints Sudarsan Srinivasan as Vice President of Engineering

Exhibit 99.1 Press Release Atomera Appoints Sudarsan Srinivasan as Vice President of Engineering LOS GATOS, Calif., April 14, 2021 – Atomera Incorporated (Nasdaq: ATOM), a semiconductor materials and technology licensing company, today announced the appointment of Sudarsan Srinivasan as vice president of engineering. In this leadership role, Srinivasan will oversee Atomera’s technology development

April 14, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): April 12, 2021 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.

March 12, 2021 DEFA14A

- DEFA14A

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Pro

March 12, 2021 DEF 14A

- DEFINITIVE PROXY STATEMENT

Table of Contents United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)

February 19, 2021 EX-10.24

Employment Agreement dated January 26, 2021 between Dr. Robert Mears and the Registrant

Exhibit 10.11 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (?Agreement?) is entered into on January 26, 2021, to be effective as of December 30, 2020 (?Effective Date?) by and between Atomera Incorporated, a Delaware corporation (?Company?), and Robert Mears (?Executive?). RECITAL Company is desirous of continuing to employ Executive in an executive capacity on the terms and conditions and for t

February 19, 2021 EX-10.25

Employment Agreement dated January 26, 2021 between Erwin Trautmann and the Registrant

Exhibit 10.12 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (?Agreement?) is entered into on January 26, 2021, to be effective as of December 30, 2020 (?Effective Date?) by and between Atomera Incorporated, a Delaware corporation (?Company?), and Erwin Trautmann (?Executive?). RECITAL Company is desirous of continuing to employ Executive in an executive capacity on the terms and conditions and fo

February 19, 2021 10-K

Annual Report - FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37850 ATOMERA INCOR

February 19, 2021 EX-10.23

Employment Agreement dated January 26, 2021 between Frank Laurencio and the Registrant

Exhibit 10.10 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (?Agreement?) is entered into on January 26, 2021, to be effective as of December 30, 2020 (?Effective Date?) by and between Atomera Incorporated, a Delaware corporation (?Company?), and Francis B. Laurencio (?Executive?). RECITAL Company is desirous of continuing to employ Executive in an executive capacity on the terms and conditions a

February 19, 2021 EX-10.26

Second Amendment to Lease Agreement dated January 19, 2016 between 750 University, LLC and the Registrant

EX-10.26 7 atomeraex1013.htm SECOND AMENDMENT TO LEASE Exhibit 10.13 SECOND AMENDMENT TO LEASE THIS SECOND AMENDMENT TO LEASE (this "Amendment") is made as of the 19th day of August, 2020 by and between 750 UNIVERSITY, LLC, a California limited liability company ("Landlord") and ATOMERA INCORPORATED, a Delaware corporation ("Tenant"). R E C I T A L S A. Tenant currently leases from Landlord approx

February 19, 2021 EX-4.6

Description of Capital Stock

Exhibit 4.2 DESCRIPTION OF CAPITAL STOCK Atomera Incorporated. (?Company?, ?we?, ?us? and ?our?) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, namely our common stock, par value $0.001 per share. The following is a summary of the rights of our common and of certain provisions of our Amended and Restated Certificate of Incorporation (?Ce

February 19, 2021 EX-10.22

Employment Agreement dated January 26, 2021 between Scott Bibaud and the Registrant

Exhibit 10.9 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (?Agreement?) is entered into on January 26, 2021, to be effective on December 30, 2020 (?Effective Date?) by and between Atomera Incorporated, a Delaware corporation (?Company?), and Scott A. Bibaud (?Executive?). RECITAL Company is desirous of continuing to employ Executive in an executive capacity on the terms and conditions and for th

February 18, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): February 15, 2021 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.

February 16, 2021 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Atomera Incorporated (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securiti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

February 10, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 10, 2021 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.

February 10, 2021 EX-99.1

Atomera Provides Fourth Quarter and Fiscal 2020 Results

EX-99.1 2 atomeraex9901.htm EARNINGS RELEASE Exhibit 99.1 Atomera Provides Fourth Quarter and Fiscal 2020 Results LOS GATOS, Calif. Feb. 10, 2021 Atomera Incorporated (NASDAQ: ATOM), a semiconductor materials and technology licensing company, today provided a corporate update and announced financial results for the fourth quarter and fiscal year ended December 31, 2020. Recent Company Highlights ·

February 10, 2021 EX-99.2

Q4 2020 Conference Call February 10, 2021 Atomera Incorporated 1

EX-99.2 3 atomeraex9902.htm INVESTOR PRESENTATION Exhibit 99.2 Q4 2020 Conference Call February 10, 2021 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,” “p

January 28, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement

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): January 26, 2021 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.

November 3, 2020 10-Q

Quarterly Report - FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2020. or ¨ Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 001-3

October 29, 2020 EX-99.1

Atomera Provides Third Quarter 2020 Results

Exhibit 99.1 Atomera Provides Third Quarter 2020 Results LOS GATOS, Calif. — Oct. 29, 2020 — Atomera Incorporated (NASDAQ: ATOM), a semiconductor materials and intellectual property licensing company focused on deploying its proprietary technology into the semiconductor industry, today provided a corporate update and announced financial results for the third quarter ended Sept. 30, 2020. Company H

October 29, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

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 29, 2020 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.

October 29, 2020 EX-99.2

Q3 2020 Conference Call October 29, 2020 1 2 Safe Harbor This presentation contains forward - looking statements concerning Atomera Incorporated (““Atomera,” the “Company,” “we,” “us,” and “our”). The words “believe,” “may,” “will,” “potentially,” “e

Exhibit 99.2 Q3 2020 Conference Call October 29, 2020 1 2 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,” “would,” “project,” “plan,” “expect” and similar expressions that convey uncertain

September 2, 2020 424B5

Up to $25,000,000 Shares of Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-234382 PROSPECTUS SUPPLEMENT (To Prospectus dated November 15, 2019) Up to $25,000,000 Shares of Common Stock Atomera Incorporated has entered into an Equity Distribution Agreement, or the Distribution Agreement, with Craig-Hallum Capital Group LLC, or Craig-Hallum, relating to the sale of shares of our common stock, par value

September 2, 2020 EX-1.1

Equity Distribution Agreement dated as of September 2, 2020 between the Company and Craig-Hallum Capital Group LLC

EX-1.1 2 atomeraex0101.htm EQUITY DISTRIBUTION AGREEMENT Exhibit 1.1 ATOMERA INCORPORATED EQUITY DISTRIBUTION AGREEMENT September 2, 2020 CRAIG-HALLUM CAPITAL GROUP LLC 222 South Ninth Street, Suite 350, Minneapolis, Minnesota 55402 Ladies and Gentlemen: Atomera Incorporated, a Delaware corporation (collectively with its subsidiaries and affiliates, including, without limitation, all entities disc

September 2, 2020 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K

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): September 2, 2020 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.

August 7, 2020 10-Q

Quarterly Report - FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2020. or ¨ Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 001-37850

August 5, 2020 EX-99.1

Atomera Provides Second Quarter 2020 Results

Exhibit 99.1 Atomera Provides Second Quarter 2020 Results LOS GATOS, Calif. — Aug. 5, 2020 — Atomera Incorporated (NASDAQ: ATOM), a semiconductor materials and intellectual property licensing company focused on deploying its proprietary technology into the semiconductor industry, today provided a corporate update and announced financial results for the second quarter ended June 30, 2020. Company H

August 5, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): August 5, 2020 Atomera Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37850 30-0509586 (State or Other Jurisdiction (Commission File (I.R.S. Employer

August 5, 2020 EX-99.2

Q2 2020 Conference Call August 5, 2020 1 2 Safe Harbor This presentation contains forward - looking statements concerning Atomera Incorporated (““Atomera,” the “Company,” “we,” “us,” and “our”). The words “believe,” “may,” “will,” “potentially,” “est

Exhibit 99.2 Q2 2020 Conference Call August 5, 2020 1 2 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,” “would,” “project,” “plan,” “expect” and similar expressions that convey uncertainty

July 31, 2020 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): July 30, 2020 Atomera Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37850 30-0509586 (State or Other Jurisdiction (Commission File (I.R.S. Employer

June 19, 2020 DEFR14A

our definitive proxy statement

DEFR14A 1 atomeradef14a.htm DEFINITIVE PROXY STATEMENT United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by Registrant x Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission O

May 26, 2020 SC 13G

ATOM / Atomera Incorporated / APPEL PETER A - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

May 22, 2020 DEFA14A

- FORM 8-K

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 22, 2020 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.

May 22, 2020 8-K

Financial Statements and Exhibits, Other Events

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 22, 2020 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.

May 22, 2020 EX-99.1

Atomera Announces New Date for Annual Meeting of Stockholders and Change to Virtual-Only Format

Exhibit 99.1 Atomera Announces New Date for Annual Meeting of Stockholders and Change to Virtual-Only Format LOS GATOS, California, May 22, 2020 (GLOBE NEWSWIRE) – Atomera Incorporated (Nasdaq: ATOM) announced today the rescheduling of its 2020 Annual Meeting of Stockholders. On April 1, 2020, Atomera filed with the SEC proxy materials for an Annual Meeting originally scheduled for May 7, 2020 and

May 22, 2020 EX-99.1

Press release dated May 22, 2020

Exhibit 99.1 Atomera Announces New Date for Annual Meeting of Stockholders and Change to Virtual-Only Format LOS GATOS, California, May 22, 2020 (GLOBE NEWSWIRE) – Atomera Incorporated (Nasdaq: ATOM) announced today the rescheduling of its 2020 Annual Meeting of Stockholders. On April 1, 2020, Atomera filed with the SEC proxy materials for an Annual Meeting originally scheduled for May 7, 2020 and

May 13, 2020 EX-99.1

Atomera Incorporated Announces Proposed Public Offering of Common Stock

Exhibit 99.1 Atomera Incorporated Announces Proposed Public Offering of Common Stock LOS GATOS, California. – May 12, 2020 – Atomera Incorporated (NASDAQ: ATOM), a semiconductor materials and intellectual property licensing company focused on deploying its proprietary technology into the semiconductor industry, today announced that it is offering to sell shares of its common stock in an underwritt

May 13, 2020 EX-99.2

Atomera Incorporated Prices Underwritten Public Offering of Common Stock

EX-99.2 5 atomeraex9902.htm PRESS RELEASE Exhibit 99.2 Atomera Incorporated Prices Underwritten Public Offering of Common Stock LOS GATOS, California. – May 13, 2020 – Atomera Incorporated (NASDAQ: ATOM), a semiconductor materials and intellectual property licensing company focused on deploying its proprietary technology into the semiconductor industry, today announced the pricing of an underwritt

May 13, 2020 424B5

1,760,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-234382 PROSPECTUS SUPPLEMENT (To Prospectus dated November 15, 2019) 1,760,000 Shares of Common Stock We are offering 1,760,000 shares of our common stock. Our common stock is traded on the NASDAQ Capital Market under the symbol “ATOM.” On May 12, 2020, the last reported sale price of our common stock was $6.57 per share. The offering is being

May 13, 2020 EX-1.1

Underwriting Agreement dated as of May 13, 2020 between the Company and National Securities Corporation, as underwriter

Exhibit 1.1 ATOMERA INCORPORATED 1,760,000 SHARES OF COMMON STOCK UNDERWRITING AGREEMENT May 13, 2020 National Securities Corporation 200 Vesey Street 25th Floor New York, NY 10281 Ladies and Gentlemen: Atomera Incorporated, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to National Securities Cor

May 13, 2020 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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 12, 2020 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.

May 12, 2020 424B5

Subject to completion, dated May 12, 2020

Filed Pursuant to Rule 424(b)(5) Registration No. 333-234382 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement related to these securities has been declared effective by the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are

May 11, 2020 10-Q

Quarterly Report - FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2020. or ¨ Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 001-37850

April 30, 2020 EX-99.2

Q1 2020 Conference Call April 30, 2020 1 2 Safe Harbor This presentation contains forward - looking statements concerning Atomera Incorporated (““Atomera,” the “Company,” “we,” “us,” and “our”). The words “believe,” “may,” “will,” “potentially,” “est

EX-99.2 4 atomeraex-9902.htm INVESTOR PRESENTATION Exhibit 99.2 Q1 2020 Conference Call April 30, 2020 1 2 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,” “would,” “project,” “plan,” “expe

April 30, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 atomera8k-043020.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): April 30, 2020 Atomera Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37850 30-0509586 (State or Other Jurisdicti

April 30, 2020 EX-99.1

Atomera Provides First Quarter 2020 Results

Exhibit 99.1 Atomera Provides First Quarter 2020 Results LOS GATOS, Calif. — Apr. 30, 2020 — Atomera Incorporated (NASDAQ: ATOM), a semiconductor materials and intellectual property licensing company focused on deploying its proprietary technology into the semiconductor industry, today provided a corporate update and announced financial results for the first quarter ended March 31, 2020. Company H

April 27, 2020 DEFA14A

- DEFINITIVE ADDITIONAL MATERIALS

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by Registrant x Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

April 1, 2020 DEF 14A

ATOM / Atomera Incorporated DEF 14A - - DEFINITIVE PROXY STATEMENT

DEF 14A 1 atomeradef14a.htm DEFINITIVE PROXY STATEMENT United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by Registrant x Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission O

March 13, 2020 10-K

Form 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 or o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37850 ATOMERA INCOR

February 12, 2020 EX-99.2

Q4 2019 Conference Call February 12, 2020 1 2 Safe Harbor This presentation contains forward - looking statements concerning Atomera Incorporated (““Atomera,” the “Company,” “we,” “us,” and “our”). The words “believe,” “may,” “will,” “potentially,” “

Exhibit 99.2 Q4 2019 Conference Call February 12, 2020 1 2 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,” “would,” “project,” “plan,” “expect” and similar expressions that convey uncertai

February 12, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 atomera8k-021220.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): February 12, 2020 Atomera Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37850 30-0509586 (State or Other Jurisdi

February 12, 2020 EX-99.1

Atomera Provides Fourth Quarter and Fiscal 2019 Results

Exhibit 99.1 Atomera Provides Fourth Quarter and Fiscal 2019 Results LOS GATOS, Calif. Feb. 12, 2020 Atomera Incorporated (NASDAQ: ATOM), a semiconductor materials and intellectual property licensing company focused on deploying its proprietary technology into the semiconductor industry, today provided a corporate update and announced financial results for the fourth quarter and fiscal year ended

November 13, 2019 CORRESP

ATOM / Atomera Incorporated CORRESP - -

CORRESP 1 filename1.htm November 13, 2019 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Edward M. Kelly Re: Atomera Incorporated Registration Statement on Form S-3 File No. 333-234382 Acceleration Request Requested Date: Friday, November 15, 2019 Requested Time: 4:30 p.m., Eastern Daylight Time Ladies and Gentlemen

November 5, 2019 10-Q

ATOM / Atomera Incorporated 10-Q - Quarterly Report - FORM 10-Q

10-Q 1 atomera10q-093019.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2019. or ¨ Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the transition perio

October 30, 2019 EX-99.1

Atomera Provides Third Quarter 2019 Results

Exhibit 99.1 Atomera Provides Third Quarter 2019 Results LOS GATOS, Calif. Oct. 30, 2019 Atomera Incorporated (NASDAQ: ATOM), a semiconductor materials and intellectual property licensing company focused on deploying its proprietary technology into the semiconductor industry, today provided a corporate update and announced financial results for the third quarter ended Sept. 30, 2019. Company Highl

October 30, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 atomera8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 30, 2019 Atomera Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37850 30-0509586 (State or Other Jurisdiction (C

October 30, 2019 EX-99.2

Q3 2019 Conference Call October 30, 2019

Exhibit 99.2 Q3 2019 Conference Call October 30, 2019 2 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,” “would,” “project,” “plan,” “expect” and similar expressions that convey uncertainty

October 30, 2019 EX-4.3

Form of Subordinated Indenture

Exhibit 4.3 ATOMERA INCORPORATED and Trustee INDENTURE Dated as of SUBORDINATED DEBT SECURITIES CROSS-REFERENCE TABLE (1) Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c) 4.03 313(d) 4.03 314(a) 4.02 314(b)

October 30, 2019 EX-4.5

Form of Subordinated Note

Exhibit 4.5 Form of Subordinated Note (FACE OF SECURITY) [Each Global Security shall bear substantially the following legend: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE

October 30, 2019 S-3

ATOM / Atomera Incorporated S-3 - - REGISTRATION STATEMENT

Table of Contents As filed with the Securities and Exchange Commission on October 30, 2019 Registration No.

October 30, 2019 EX-4.4

Form of Senior Note

Exhibit 4.4 Form of Senior Note (FACE OF SECURITY) [Each Global Security shall bear substantially the following legend: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE

October 30, 2019 EX-4.2

Form of Senior Indenture

Exhibit 4.2 ATOMERA INCORPORATED and Trustee INDENTURE Dated as of SENIOR DEBT SECURITIES CROSS-REFERENCE TABLE(1) Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c) 4.03 313(d) 4.03 314(a) 4.02 314(b) Inappl

October 30, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 atomera8k-103019.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 24, 2019 Atomera Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37850 30-0509586 (State or Other Jurisdic

August 9, 2019 10-Q

Quarterly Report on Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2019. or ¨ Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 001-37850

August 7, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 atomera8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): August 7, 2019 Atomera Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37850 30-0509586 (State or Other Jurisdiction (Com

August 7, 2019 EX-99.1

Atomera Provides Second Quarter 2019 Results

Exhibit 99.1 Atomera Provides Second Quarter 2019 Results LOS GATOS, Calif. August 7, 2019 Atomera Incorporated (NASDAQ: ATOM), a semiconductor materials and intellectual property licensing company focused on deploying its proprietary technology into the semiconductor industry, today provided a corporate update and announced financial results for the second quarter ended June 30, 2019. Company Hig

August 7, 2019 EX-99.2

Q2 2019 Conference Call August 7, 2019

Exhibit 99.2 Q2 2019 Conference Call August 7, 2019 2 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,” “would,” “project,” “plan,” “expect” and similar expressions that convey uncertainty o

May 30, 2019 424B5

1,675,000 Shares Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-219782 PROSPECTUS SUPPLEMENT (To Prospectus dated October 13, 2017) 1,675,000 Shares Common Stock Pursuant to this prospectus supplement and the accompanying base prospectus, we are issuing up to 1,675,000 shares of our common stock to selected institutional and accredited investors under one or more securities purchase agreem

May 29, 2019 EX-10.1

Securities Purchase Agreement dated as of May 28, 2019 between the Company and the Purchasers named therein

EX-10.1 4 atomera8k-ex1001.htm SECURITIES PURCHASE AGREEMENT Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May 28, 2019, between Atomera Incorporated, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Pu

May 29, 2019 EX-1.01

Engagement Letter Agreement dated May 28, 2019 between the Company and National Securities Corporation

Exhibit 1.1 May 28, 2019 Atomera Incorporated 750 University Avenue, Suite 280 Los Gatos, California 95032 Re: Engagement Agreement Dear Sir or Madame: This letter agreement (the “Agreement”) sets forth the terms and conditions that will govern Atomera Incorporated’s (together with its subsidiaries and successors, the “Company”) engagement (the “Engagement”) of National Securities Corporation (“NS

May 29, 2019 EX-99.1

Atomera Announces $6.7 Million Registered Direct Offering of Common Stock

EX-99.1 5 atomera8k-ex9901.htm PRESS RELEASE Exhibit 99.1 Atomera Announces $6.7 Million Registered Direct Offering of Common Stock LOS GATOS, Calif. – May 29, 2019 – Atomera Incorporated (Nasdaq: ATOM) today announced that it has entered into a definitive stock purchase agreement with institutional investors for the purchase of 1,675,000 shares of common stock, at an offering price of $4.00 per s

May 29, 2019 EX-5.01

Opinion of Greenberg Traurig, LLP regarding legality of the shares

Exhibit 5.1 GREENBERG TRAURIG, LLP 3161 Michelson Drive, Suite 1000 Irvine, California 92612 May 29, 2019 Atomera Incorporated 750 University Avenue, Suite 280 Los Gatos, California 95032 Re: Registration Statement on Form S-3 Ladies and Gentlemen: We have acted as counsel to Atomera Incorporated, a Delaware corporation (the “Company”), in connection with (i) the Registration Statement on Form S-3

May 29, 2019 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 28, 2019 Atomera Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37850 30-0509586 (State or Other Jurisdiction (Commission File (I.R.S. Employer o

May 8, 2019 8-K

Submission of Matters to a Vote of Security Holders

8-K 1 atomera8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 7, 2019 Atomera Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37850 30-0509586 (State or Other Jurisdiction (Commis

May 8, 2019 10-Q

Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2019

10-Q 1 atomera10q-033119.htm QUARTERLY REPORT Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2019. or ¨ Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the transition pe

May 1, 2019 EX-99.1

Atomera Provides First Quarter 2019 Results

EX-99.1 2 atomera8k-ex9901.htm PRESS RELEASE Exhibit 99.1 Atomera Provides First Quarter 2019 Results LOS GATOS, Calif. May 1, 2019 Atomera Incorporated (NASDAQ: ATOM), a semiconductor materials and intellectual property licensing company focused on deploying its proprietary technology into the semiconductor industry, today provided a corporate update and announced financial results for the first

May 1, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 1, 2019 Atomera Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37850 30-0509586 (State or Other Jurisdiction (Commission File (I.R.S. Employer of

May 1, 2019 EX-99.2

Q1 2019 Conference Call May 1, 2019

Exhibit 99.2 Q1 2019 Conference Call May 1, 2019 2 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,” “would,” “project,” “plan,” “expect” and similar expressions that convey uncertainty of f

April 1, 2019 DEF 14A

ATOM / Atomera Incorporated DEF 14A

Table of Contents United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by Registrant x Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)

March 11, 2019 10-K

Annual Report on Form 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 or o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37850 ATOMERA INCOR

February 12, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): February 12, 2019 Atomera Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37850 30-0509586 (State or Other Jurisdiction (Commission File (I.R.S. Emplo

February 12, 2019 EX-99.2

Q4 2018 Conference Call February 12, 2019 2 Safe Harbor This presentation contains forward - looking statements concerning Atomera Incorporated (““Atomera,” the “Company,” “we,” “us,” and “our”). The words “believe,” “may,” “will,” “potentially,” “es

Exhibit 99.2 Q4 2018 Conference Call February 12, 2019 2 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,” “would,” “project,” “plan,” “expect” and similar expressions that convey uncertaint

February 12, 2019 EX-99.1

Atomera Provides Fourth Quarter and Annual 2018 Results

Exhibit 99.1 Atomera Provides Fourth Quarter and Annual 2018 Results LOS GATOS, Calif. Feb. 12, 2019 Atomera Incorporated (NASDAQ: ATOM), a semiconductor materials and intellectual property licensing company focused on deploying its proprietary technology into the semiconductor industry, today provided a corporate update and announced financial results for the fourth quarter and fiscal year ended

November 13, 2018 8-K

Financial Statements and Exhibits, Other Events

8-K 1 atomera8k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 13, 2018 Atomera Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37850 30-0509586 (State or Other Jurisdic

November 13, 2018 EX-99.1

Investor presentation November 13, 2018 Atomera Incorporated

Exhibit 99.1

November 5, 2018 10-Q

ATOM / Atomera Incorporated QUARTERLY REPORT (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2018. or ¨ Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 001-3

November 1, 2018 EX-99.1

Atomera Provides Third Quarter 2018 Results

Exhibit 99.1 Atomera Provides Third Quarter 2018 Results LOS GATOS, CA Nov 1, 2018 Atomera Incorporated (NASDAQ: ATOM), a semiconductor materials and intellectual property licensing company focused on deploying its proprietary technology into the semiconductor industry, today provided a corporate update and announced financial results for the third quarter ended Sept. 30, 2018. Company Highlights

November 1, 2018 EX-99.2

Q3 2018 Conference Call November 1, 2018

Exhibit 99.2 Q3 2018 Conference Call November 1, 2018 2 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,” “would,” “project,” “plan,” “expect” and similar expressions that convey uncertainty

November 1, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 atomera8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 1, 2018 Atomera Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37850 30-0509586 (State or Other Jurisdiction (C

October 11, 2018 424B5

2,625,000 Shares Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-219782 PROSPECTUS SUPPLEMENT (To Prospectus dated October 13, 2017) 2,625,000 Shares Common Stock We are offering 2,625,000 shares of our common stock. Our common stock is traded on the NASDAQ Capital Market under the symbol “ATOM.” On October 10, 2018, the last reported sale price of our common stock was $5.89 per share. The

October 11, 2018 EX-99.1

October 10, 2018

Exhibit 99.1 October 10, 2018 Atomera Announces Proposed Public Offering of Common Stock LOS GATOS, California, October 10, 2018 (GLOBE NEWSWIRE) – Atomera Incorporated (Nasdaq: ATOM) today announced that it intends to offer and sell shares of its common stock in an underwritten public offering. Atomera also expects to grant the underwriters a 30-day option to purchase additional shares of common

October 11, 2018 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 atomera8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 11, 2018 Atomera Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37850 30-0509586 (State or Other Jurisdiction (C

October 11, 2018 EX-1.1

Underwriting Agreement dated as of October 11, 2018 between the Company and Roth Capital Partners, LLC, as representative of the several underwriters named therein

EX-1.1 2 atomera8k-ex0101.htm UNDERWRITING AGREEMENT Exhibit 1.1 ATOMERA INCORPORATED UNDERWRITING AGREEMENT 2,625,000 Shares of Common Stock October 11, 2018 Roth Capital Partners, LLC As the Representative of the Several Underwriters Named on Schedule I hereto c/o Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Ladies and Gentlemen: Atomera Incorporated, a De

October 11, 2018 EX-99.2

Atomera Prices $12.5 Million Public Offering of Common Stock

Exhibit 99.2 Atomera Prices $12.5 Million Public Offering of Common Stock LOS GATOS, Calif., Oct. 11, 2018 – Atomera Incorporated (Nasdaq: ATOM) today announced that it has priced its underwritten public offering of 2,625,000 shares of its common stock at a public offering price of $4.75 per share. Atomera expects the gross proceeds from this offering to be $12,468,750, before deducting the underw

October 10, 2018 424B5

Subject to completion, dated October 10, 2018

424B5 1 atomera424b5.htm PROSPECTUS SUPPLEMENT Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-219782 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement related to these securities has been declared effective by the Securities and Exchange Commission. This preliminary prospectus supplement and the accompany

August 9, 2018 10-Q

ATOM / Atomera Incorporated FORM 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2018. or ¨ Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 001-37850

August 8, 2018 EX-99.2

2Q 2018 Conference Call Forward - Looking Statements This presentation contains forward - looking statements concerning Atomera Incorporated (“Atomera,” the “Company,” “we,” “us,” and “our”). The words “believe,” “may,” “will,” “potentially,” “estima

Exhibit 99.2 2Q 2018 Conference Call Forward - Looking Statements 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 o

August 8, 2018 EX-99.1

Atomera Provides Second Quarter 2018 Results

Exhibit 99.1 Atomera Provides Second Quarter 2018 Results LOS GATOS, CA Aug 8, 2018 Atomera Incorporated (NASDAQ: ATOM), a semiconductor materials and intellectual property licensing company focused on deploying its proprietary technology into the semiconductor industry, today provided a corporate update and announced financial results for the second quarter ended June 30, 2018. Company Highlights

August 8, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 atomera8k-080818.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): August 8, 2018 Atomera Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37850 30-0509586 (State or Other Jurisdicti

May 15, 2018 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2018. or ¨ Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 001-37850

May 10, 2018 8-K

Submission of Matters to a Vote of Security Holders

8-K 1 atomera8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 8, 2018 Atomera Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37850 30-0509586 (State or Other Jurisdiction (Commis

May 3, 2018 EX-99.1

Atomera Provides First Quarter 2018 Results

Exhibit 99.1 Atomera Provides First Quarter 2018 Results LOS GATOS, CA May 3, 2018 Atomera Incorporated (NASDAQ: ATOM), a semiconductor materials and intellectual property licensing company focused on deploying its proprietary technology into the semiconductor industry, today provided a corporate update and announced financial results for the first quarter ended March 31, 2018. Company Highlights

May 3, 2018 EX-99.2

1Q 2018 Conference Call Forward - Looking Statements This presentation contains forward - looking statements concerning Atomera Incorporated (“Atomera,” the “Company,” “we,” “us,” and “our”). The words “believe,” “may,” “will,” “potentially,” “estima

Exhibit 99.2 1Q 2018 Conference Call Forward - Looking Statements 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 o

May 3, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 atomera8k-050318.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 3, 2018 Atomera Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37850 30-0509586 (State or Other Jurisdiction

March 29, 2018 DEF 14A

ATOM / Atomera Incorporated DEFINITIVE PROXY STATEMENT

DEF 14A 1 atomeradef14a-050818.htm DEFINITIVE PROXY STATEMENT United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by Registrant x Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commi

March 12, 2018 8-K

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 12, 2018 Atomera Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37850 30-0509586 (State or Other Jurisdiction (Commission File (I.R.S. Employer

March 12, 2018 EX-99.1

Investor Presentation March 2018 NASDAQ: ATOM 1

Exhibit 99.1 Investor Presentation March 2018 NASDAQ: ATOM 1 2 Note Regarding Forward - Looking Statements 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,” “would,” “project,” “plan,” “expect” and si

March 6, 2018 10-K

ATOM / Atomera Incorporated FORM 10-K (Annual Report)

10-K 1 atomera10k-123117.htm FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 or o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissi

March 6, 2018 EX-10.20

First Amendment to Lease Agreement dated January 19, 2016 between 750 University, LLC and the Registrant

Exhibit 10.20 FIRST AMENDMENT TO LEASE

February 13, 2018 EX-99.2

4Q 2017 Conference Call 1 Forward - Looking Statements This presentation contains forward - looking statements concerning Atomera Incorporated (“Atomera,” the “Company,” “we,” “us,” and “our”). The words “believe,” “may,” “will,” “potentially,” “esti

EX-99.2 3 atomera8k-ex9902.htm INVESTOR PRESENTATION Exhibit 99.2 4Q 2017 Conference Call 1 Forward - Looking Statements 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,” “ex

February 13, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 atomera8k-021318.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): February 13, 2018 Atomera Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37850 30-0509586 (State or Other J

February 13, 2018 EX-99.1

Atomera Provides Fourth Quarter and Year-End 2017 Results Generates First Revenue

Exhibit 99.1 Atomera Provides Fourth Quarter and Year-End 2017 Results Generates First Revenue LOS GATOS, CA 02/13/18 Atomera Incorporated (NASDAQ: ATOM), a semiconductor materials and intellectual property licensing company focused on deploying its proprietary technology into the semiconductor industry, today provided a corporate update and announced financial results for the fourth quarter and f

November 8, 2017 10-Q

ATOM / Atomera Incorporated FORM 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2017. or ¨ Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 001-3

November 6, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 6, 2017 Atomera Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37850 30-0509586 (State or Other Jurisdiction (Commission File (I.R.S. Employ

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