Atomera reported $0 revenue and a $6.01 million loss for Q3 2026.

Cover page 20 changes

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☒ Quarterly Report Pursuant to Section 13

13 or 15 (d) of the Securities Exchange Act of 1934

For the quarterly period ended June September 30, 2026

☐ Transition Report Pursuant to Section 13

13 or 15 (d) of the Securities Exchange Act of 1934

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(Registrant's telephone number, including area

Securities registered pursuant to Section 12(b) of

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See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company,"

Indicate by check mark whether the registrant (1)

(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has

has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒

Indicate by check mark whether the registrant is a

is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and

and "emerging growth company" in Rule 12b-2 of the Exchange Act.

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If an emerging growth company, indicate by check mark

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a

is a shell company (as defined in rule 12b-2 of the Exchange Act): Yes ☐ No ☒

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Common Stock, par value $.001 per share, as of July 31, October 27, 2026 is 39,024,042 39,083,404 .

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MD&A 99 changes

Condition and Results of Operations

The following discussion

and analysis of the financial condition and results of operations of Atomera Incorporated should be read in conjunction with our financial statements and the accompanying notes that appear elsewhere in this Quarterly Report on Form 10-Q. Statements in this Quarterly Report include forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. We use words such as "anticipate," "estimate," "plan," "project,"

"continuing," "ongoing," "expect," "believe," "intend," "may,"

"will," "should," "could," and similar expressions to identify forward-looking statements. Although forward-looking statements in this Quarterly Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks, uncertainties, and changes in condition, significance, value and effect, including those risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 24, 2026. Such risks, uncertainties and changes in condition, significance, value and effect could cause our actual results to differ materially from those expressed herein and in ways not readily foreseeable.

Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report and are based on information currently and reasonably known to us. We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Quarterly Report. Readers are urged to carefully review and consider the various disclosures made in this Quarterly Report, which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.

We are engaged in the business

of developing, commercializing and licensing proprietary processes and technologies for the $700+ billion semiconductor industry. Our lead technology, named Mears Silicon Technology™, or MST ® , is a thin film of reengineered silicon. MST is our proprietary and patent-protected performance enhancement technology that we believe addresses a number of key engineering challenges facing the semiconductor industry. MST provides multiple benefits to the semiconductor manufacturing process, enabling transistors to be made smaller, with increased speed, reliability and power efficiency. In addition, since MST is an additive and low-cost technology, we believe it can be deployed on an industrial scale, with machines commonly used in semiconductor manufacturing. We believe that MST can be widely incorporated into the most common types of semiconductor products, including analog, logic, optical and memory integrated circuits.

We do not design or manufacture

wafers or integrated circuits directly. Instead, we develop and license technologies and processes that we believe offer the designers and manufacturers of wafers and integrated circuits a low-cost solution to the industry's need for greater performance and lower power consumption. Our customers and partners include:

foundries, which manufacture integrated circuits on behalf of fabless manufacturers;

integrated device manufacturers, or IDMs, which are the fully-integrated designers and manufacturers of integrated circuits;

fabless semiconductor manufacturers,

which are designers of integrated circuits that outsource the manufacturing of their chips to foundries;

manufacturers of semiconductor wafers, which provide the substrates upon which integrated circuits are fabricated;

original equipment manufacturers, or OEMs, that manufacture the epitaxial, or epi, machines used to deposit semiconductor layers, such as the MST film, onto silicon wafers; and electronic design automation companies, which make tools used throughout the industry to simulate performance of semiconductor products using different materials, design structures and process technologies.

principal business objective is to enter into commercial license agreements that enable our customers to manufacture and sell MST-enabled products, generating license revenues and ongoing royalties. We also license our MSTcad ® software to customers, enabling them to simulate the effects of MST on their products using Synopsys, Inc.'s technology computer-aided design, or TCAD, software.

In addition, we offer fee-based integration engineering services to customers to evaluate the effects of MST as integrated into their manufacturing flow. Typically, we offer these services through paid evaluation arrangements, joint development agreements ("JDAs")

or integration license agreements.

Our goal is that MSTcad licensing

and engineering service arrangements will be tools that demonstrate the benefits of MST when integrated into customers' manufacturing processes and will lead customers to enter into commercial license agreements. A "commercial license" consists of (i) an R&D license, which grants our customer the rights to install MST on a tool in their fab and to manufacture MST-enabled products, but only for internal use and limited customer sampling and (ii) a high-volume manufacturing, or HVM, license which grants the rights to manufacture and sell MST-enabled products to their customers.

Depending upon our customers'

business needs and how we initially engaged with them, we may make these license grants in one or more separate contracts. Our preferred model is to charge our customers upfront license fees for each license grant. Under our licensing model, the R&D license fee is due upon installation of MST in a tool at our customer's fab and a larger HVM license fee will be due when our customer completes qualification of MST in their process and before they can sell MST -enabled products to their customers. Upon the grant of an HVM license, our licensees are also required to make royalty payments to us based on the number and/or sales price of MST-enabled products they sell. We have engaged with certain customers under joint development agreements, or JDAs. Our JDAs include development, technology transfer, manufacturing and licensing components.

To date, applications of

our MST technology have primarily been for power devices, RFSOI devices and advanced CMOS integrated circuits including logic and memory.

CMOS integrated circuits are the most widely used type of integrated circuits in the semiconductor industry. We believe MST has the potential to overcome the key challenges found in the implementation of next-generation nano-scale semiconductor devices incorporating CMOS type transistors, namely enhancing drive current, reducing leakage and reducing variability. In addition, we believe that MST has the potential to deliver these benefits through a single technology that requires relatively minor modifications to the industry-standard CMOS manufacturing flow. Consequently, we believe that by incorporating MST, designers can make transistors with increased speed, reliability and energy efficiency, without significantly altering the current fabrication process or cost of production.

Starting in 2024, we began

applying our technology to wafers used for fabrication of "compound semiconductors" which are devices built using materials other than silicon, such as gallium nitride (GaN), which have properties especially attractive to the power and radio frequency markets.

Currently, materials such as GaN suffer from a tradeoff between high-cost specialized wafers and defective, low-yielding wafers resulting from the crystal lattice mismatch between heterogeneous materials. We believe MST can offer a cost-effective solution to these tradeoffs by serving as a buffer layer between different materials, such as between GaN and a silicon wafer substrate.

We were organized as a Delaware

limited liability company under the name Nanovis LLC on November 26, 2001. On March 13, 2007, we converted to a Delaware corporation under the name Mears Technologies, Inc. On January 12, 2016, we changed our name to Atomera Incorporated. Shares of our common stock are listed on the NASDAQ Capital Market under the symbol "ATOM".

On May 31, 2022, we entered

into an Equity Distribution Agreement with Oppenheimer & Co. Inc. and Craig-Hallum Capital Group LLC ("Craig-Hallum"), as agents, under which we offered and sold, from time to time at our sole discretion, shares of our common stock in an at the market offering to or through the agents, having aggregate offering proceeds of up to $50.0 million (the "2022 ATM"). The 2022 ATM expired on March 18, 2025.

On May 27, 2025, we entered

into an Equity Distribution Agreement Craig-Hallum as agent, under which we may offer and sell, from time to time at our sole discretion, shares of our common stock in an "at-the-market" offering, (the "2025 ATM") to or through the agent, having aggregate offering proceeds of up to $50.0 million. During the three months ended June 30, 2026, no shares were sold pursuant to the 2025 ATM. During the six months ended June 30, 2026, approximately 1.3 million shares were sold pursuant to the 2025 ATM at an average price per share of approximately $2.47 resulting in approximately $3.1 million of net proceeds to us after deducting commissions and other offering expenses.

On February 24, 2026, we

completed a registered direct offering (the "Offering") of 5,000,000 shares of our common stock at a purchase price of $5.00 per share pursuant to a Securities Purchase Agreement (the "Purchase Agreement") with certain institutional investors. In connection with the Offering, the Company entered into a placement agent agreement with Craig-Hallum, pursuant to which Craig-Hallum served as the exclusive placement agent for the issuance and sale of securities of the Company pursuant to the Purchase Agreement. As compensation for such placement agent services, the Company paid Craig-Hallum an aggregate cash fee equal to 5.0% of the gross proceeds received by the Company from the Offering and agreed to reimburse up to $75,000 of legal and other expenses actually incurred. Net proceeds to the Company after deducting the placement agent fee and expenses were approximately $23.6 million.

Results of Operations

we have only generated limited revenue from customer engagements for engineering services, integration license agreements, R&D licenses granted under a JDA and under our license agreement with ST Microelectronics and licensing of MSTcad. Our MSTcad licenses grant customers the right to use MSTcad software to simulate the effects of incorporating MST technology into their semiconductor manufacturing process.

MSTcad licenses are granted on a monthly or yearly basis and revenue is recognized over time.

Revenue for the three and

six months ended June 30, 2026 was approximately $158,000 and $169,000, respectively. Revenue consisted of engineering services revenue from the delivery of MST wafers. Revenue for the three and six months ended June 30, 2025 consisted of approximately $0 and $4,000 and consisted of MSTcad licensing and related consulting services revenue.

Cost of revenue . Cost

of revenue consists of costs of materials, as well as direct compensation and expenses incurred to deliver wafers and perform services, and consulting services provided for our MSTcad licenses. Cost of revenue for the three and six months ended June 30, 2026 was approximately

$26,000 and $152,000, respectively. Cost of revenue for the three and six months ended June 30, 2025 was approximately $62,000 and $62,000, respectively. We anticipate that our cost of revenue will vary substantially depending on the mix of license and engineering services revenues we receive and the nature of products and/or services delivered in each customer's engagement. Cost of revenue is expensed when incurred and may not correspond with revenue earned in the same period.

Operating expenses consist of research and development, general and administrative, and selling and marketing expenses. For the three months ended June 30, 2026 and 2025, our operating expenses totaled approximately $6.9 million and $5.2 million, respectively. For the six months ended June 30, 2026 and 2025, our operating expenses totaled approximately $13.1 million and $10.7 million, respectively.

Research and development

expense . To date, our operations have focused on research, development, patent prosecution, and commercialization of our MST technology and related technologies such as MSTcad. Our research and development costs primarily consist of payroll and benefits costs for our engineering staff and costs of outsourced fabrication (including epi tool leases) and metrology of semiconductor wafers incorporating our MST technology.

For the three months ended

June 30, 2026 and 2025, we incurred approximately $3.3 million and $3.0 million, respectively, of research and development expenses, an increase of approximately $283,000, or 9%. This increase was primarily due to increases in bonus accrual of approximately $146,000, stock-based compensation cost of approximately $96,000 and tool lease costs of approximately $40,000.

For the six months ended

June 30, 2026 and 2025, we incurred approximately $6.8 million and $6.3 million, respectively, of research and development expenses, an increase of approximately $485,000, or 8%. This increase was primarily due to increases in bonus accrual of approximately $251,000, stock-based compensation cost of approximately $171,000 and an increase of approximately $52,000 in severance costs.

General and administrative

expense. General and administrative expenses consist primarily of payroll and benefit costs for administrative personnel, office-related costs and professional fees. General and administrative costs were approximately $3.2 million and $2.0 million for the three months ended

June 30, 2026 and 2025, respectively, representing an increase of approximately $1.1 million, or 55%. The increase is primarily related to increases of approximately $541,000 in bonus accrual, stock-based compensation expenses of approximately $298,000 and an increase in legal costs and filing fees related to our patent portfolio of approximately $296,000.

For the six months ended

June 30, 2026 and 2025, general and administrative costs were approximately $5.5 million and $4.1 million, respectively, representing an increase of approximately $1.4 million, or 33%. The increase is primarily related to increases of approximately $670,000 in bonus accrual, stock-based compensation expenses of approximately $528,000 and an increase in legal costs and filing fees related to our patent portfolio of approximately $176,000.

Selling and marketing

expense. Selling and marketing expenses consist primarily of salary and benefits for our sales and marketing personnel and business development consulting services. Selling and marketing expenses for the three months ended June 30, 2026 and 2025 were approximately $437,000 and $141,000, respectively, representing an increase of approximately $296,000, or 210%. The increase is primarily related to a $273,000 increase in employee-related expenses and approximately $70,000 increase in stock-based compensation, all related to an increase in headcount over the prior year.

Selling and marketing expenses

for the six months ended June 30, 2026 and 2025 were approximately $856,000 and $265,000, respectively, representing an increase of approximately

$591,000, or 223%. The increase is primarily related to a $409,000 increase in employee-related expenses, approximately $162,000 increase in stock-based compensation and recruiting fees all related to an increase in headcount over the prior year.

Interest income. Interest

income for the three months ended June 30, 2026 and 2025 was approximately $172,000 and $234,000, respectively. Interest income for the six months ended June 30, 2026 and 2025 was approximately $369,000 and $504,000, respectively. Interest income reflects interest earned on our cash, cash equivalents and short-term investments and are impacted by current interest rates and average balances over the periods presented.

Accretion income for the three and six months ended June 30, 2026 was approximately $178,000 and $235,000, respectively. Accretion income for the three and six months ended June 30, 2025 was approximately $0 and $6,000, respectively. Accretion income relates to the increase in value of our available-for-sale securities from the purchase date through the maturity date.

Interest expenses for the three months ended June 30, 2026 and 2025 were approximately $1,000 and $18,000, respectively. Interest expenses for the six months ended June 30, 2026 and 2025 were approximately $5,000 and $39,000, respectively. Interest expense is related to the tool financing lease entered into in August 2021.

Other income (expense), net. Other income

for the three months ended June 30, 2026 and 2025 was approximately $74,000 and $72,000 respectively, and for the six months ended June 30, 2026 and 2025 was approximately $75,000 and $71,000, respectively. For all periods presented, these amounts consist primarily of a refundable state research and development tax credit, net of filing costs and tax consulting services.

Cash Flows from Operating, Investing and Financing

Net cash used in operating

activities of approximately $8.5 million for the six months ended June 30, 2026 resulted primarily from our net loss of approximately

$12.4 million offset by approximately $3.2 million of stock-based compensation, amortization of our operating right-of-use assets of approximately

$422,000 and an increase of approximately $468,000 in accrued payroll which primarily consists of our annual bonus accrual.

Net cash used in operating

activities of approximately $8.3 million for the six months ended June 30, 2025 resulted primarily from our net loss of approximately

$10.2 million and a decrease in our accrued payroll expenses of approximately $979,000, offset by approximately $2.3 million of stock-based compensation.

Net cash used in investing

activities of approximately $23.1 million for the six months ended June 30, 2026 consisted primarily of the purchase of short-term available-for-sale investments offset by the maturity of short-term investments.

Net cash provided by investing

activities of approximately $986,000 for the six months ended June 30, 2025 consisted primarily of the maturity of short-term available-for-sale investments.

and 19 more changes in the filing

Financial statements 250 changes

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Preferred stock $ 0.001 par value, authorized 2,500 shares; none issued and outstanding as of June September 30, 2026 and December 31, 2025

Common stock: $ 0.001 par value, authorized 47,500 95,000 shares; 39,024 39,083 shares issued and outstanding as of June September 30, 2026; and 32,354 shares issued and outstanding as of December 31, 2025

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The accompanying notes are an integral part of these

these condensed financial statements.

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Gross profit (loss) margin

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Total other income, (expense), net

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The accompanying notes are an integral part of these

these condensed financial statements.

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The accompanying notes are an integral part of these

these condensed financial statements.

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For the Three and Six Nine Months Ended June September 30,

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Forfeiture of restricted stock award

Registered direct offering of common stock, net of commissions and offering costs

At-the-market sale of stock, net of commissions and offering costs

At-the-market sale of stock, net

of commissions and offering costs

Unrealized gain (loss) on available-for-sale securities

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At-the-market sale of stock, net of commissions and offering costs ( 41 )

of commissions and offering costs

Unrealized gain (loss) on available-for-sale securities

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Stock-based compensation

At-the-market sale of stock, net

of commissions and offering costs

Unrealized gain (loss) on available-for-sale

Balance September 30, 2026

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At-the-market sale of stock, net of commissions and offering costs

of commissions and offering costs

Unrealized gain (loss) on available-for-sale securities

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At-the-market sale of stock, net of commissions and offering costs

of commissions and offering costs

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Stock-based compensation

At-the-market sale of stock, net

of commissions and offering costs

Balance September 30, 2025

The accompanying notes are an integral part of these

these condensed financial statements.

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Net (decrease) increase/(decrease) in cash and cash equivalents

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The accompanying notes are an integral part of these

these condensed financial statements.

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For the Three and Six Nine Months Ended June September 30,

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Atomera is an early-stage company,

company, having generated only limited revenue-generating activities, revenue, and is devoting substantially all its efforts toward technology research and development and to commercially licensing its technology to designers and manufacturers of integrated circuits.

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At June September 30, 2026, the Company

had cash, cash equivalents and short-term investments of approximately $ 38.4 34.8 million and working capital of approximately $ 36.7 30.6 million.

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In connection with the Offering, the Company entered into a placement agent agreement with Craig-Hallum, pursuant to which

On May 31, 2022, Atomera entered

entered into an Equity Distribution Agreement with Oppenheimer & Co. Inc. and Craig-Hallum Capital Group LLC ("Craig-Hallum"), as agents, under which the Company offered and sold, from time to time at its sole discretion, shares of its $0.001 par value common stock in an at the market offering to or through the agents, having aggregate offering proceeds of approximately $44.8 $ 44.8 million (the "2022

ATM"). The 2022 ATM Facility expired on March 18, 2025.

On May 27, 2025, Atomera entered

entered into an Equity Distribution Agreement with Craig-Hallum as agent, under which the Company may offer and sell, from time to time at its sole discretion, shares of its $ 0.001 $0.001 par value common stock in an at-the-market offering to or through the agent, having aggregate offering proceeds of up to $50.0 million (the "2025 ATM"). During six the nine months ended June September 30, 2026, the Company sold approximately

1.3 million shares of common stock pursuant to the 2025 ATM at an average price per share of approximately $ 2.47 resulting in approximately

$ 3.1 million in net proceeds to the Company after deducting commissions and other offering expenses. The Company did no t sell any shares of common stock pursuant to the 2025 ATM during the three months ended June September 30, 2026.

On February 24, 2026, the Company

the Company completed a registered direct offering (the "Offering") of 5,000,000 shares of its $ 0.001 $0.001 par value common stock at a purchase price of $ 5.00 per share pursuant to a Securities Purchase Agreement (the "Purchase Agreement") with certain institutional investors. In connection with the Offering, the Company entered into a placement agent agreement with Craig-Hallum, pursuant to which

Craig-Hallum served as the exclusive placement agent for the issuance and sale of securities of the Company pursuant to the Purchase Agreement.

Agreement. As compensation for such placement agent services, the Company paid Craig-Hallum an aggregate cash fee equal to 5.0% of the gross proceeds received by the Company from the Offering and agreed to reimburse up to $ 75,000 of legal and other expenses actually incurred. Net proceeds to the Company after deducting the placement agent fee and expenses were approximately $ 23.6 million.

Based on the funds it has available

available as of the date of the filing of this report, the Company believes that it has sufficient capital to fund its current business plans and obligations over, at least, 12 months from the date that these financial statements have been issued. The Company's future capital requirements and the adequacy of its available funds will depend on many factors, including the Company's ability to successfully commercialize its technology, competing technological and market developments, and the need to enter into collaborations with other companies or acquire technologies to enhance or complement its current offerings.

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10-K filed with the Securities and Exchange Commission ("SEC") on February 24, 2026.

2025, included in the Company's Annual Report on Form 10-K filed with the SEC on February 24, 2026. These unaudited condensed financial statements should be read in conjunction with that report.

There have been no material changes

changes in the Company's significant accounting policies to those previously disclosed in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on February 24, 2026.

Basis of Presentation of Unaudited Condensed Financial Information

The unaudited condensed financial

Basis of Presentation of Unaudited Condensed Financial Information financial statements of the Company for the three and six nine months ended June September 30, 2026 and 2025 have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments) which are, in the opinion of management, necessary for the fair presentation of the Company's financial position and its results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for the full fiscal year. The balance sheet information as of December 31, 2025 was derived from the audited financial statements included in the Company's financial statements as of and for the year ended December 31, 2025, included in the Company's Annual Report on Form 10-K filed with the SEC on February 24, 2026. These unaudited condensed financial statements should be read in conjunction with that report.

1 unchanged paragraph

The Company considers all highly-liquid

all highly-liquid investments with an original maturity date of three months or less, when purchased, to be cash equivalents. Cash equivalents may be invested in money market funds, treasury bills or U.S. government agency bonds. Cash and cash equivalents are carried at cost, which approximates their fair value.

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Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2024-03 (as clarified by ASU 2025-01 in January 2025), Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses ASU 2023-03, , requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and for interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company does not believe ASU 2024-03 will have a material impact on its financial position, results of operations or financial statement disclosure.

December 15, 2026, and for interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted.

The Company does not believe ASU 2024-03 will have a material impact on its financial position, results of operations or financial statement disclosure.

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issued ASU 2025-06 Intangibles—Goodwill and Other— Internal-Use Software (Subtopic 350-40): Targeted Improvements to the

In September 2025, the FASB issued

ASU 2025-06 Intangibles—Goodwill and Other— Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The amendments require that an entity capitalize software costs when both: management has authorized and committed to funding the software project; and it is probable that the project will be completed and the software will be used to perform the function intended (referred to as the "probable-to-complete recognition threshold"). In evaluating the probable-to-complete recognition threshold, an entity is required to consider whether there is significant uncertainty associated with the development activities of the software. ASU 2025-06 will be effective for the annual periods beginning after December 15, 2027. The Company does not believe

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In December 2025 , the

FASB issued ASU 2025-11 , Interim Reporting (Topic 270): Narrow Scope Improvements to improve the navigability of the interim reporting guidance in ASC 270 and clarify when it applies. For public business entities, the amendments in this update are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027 . Early adoption is permitted. The Company does not believe ASU 2025-11 will have a material impact on its financial position, results of operations or financial statement disclosure.

7 unchanged paragraphs

equivalents and short-term investments were measured at fair value on a recurring basis as Level 1 assets.

Level 3 — Unobservable inputs that

that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The Company's Money Market

Funds and U.S. Treasury securities are valued using quoted prices in active markets and are classified as Level 1. The Company's

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and 170 more changes in the filing

Controls and procedures 4 changes

1 unchanged paragraph

Based on this evaluation, management concluded that our disclosure controls and procedures were effective as of June 30, 2026.

Our management, with the participation

participation of our chief executive officer and principal financial and accounting officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. Based on this evaluation, management concluded that our disclosure controls and procedures were effective as of September 30, 2026.

2 unchanged paragraphs

to our internal controls over financial reporting (as defined by Rule 13a-15(f) and 15(d)-15(f) under the Exchange Act) during the three-month period ended June September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Risk factors 3 changes

The primary risk factors affecting

affecting our business have not changed materially from the risk factors set forth in our Annual Report on Form 10-K for the year ended December

December 31, 2025 filed with the SEC on February 24, 2026.

Other information 47 changes

During the quarter ended September

June 30, 2026, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule

1 unchanged paragraph

The following is a list of

exhibits filed as part of this Report on Form 10-Q:

Amended and Restated Certificate of Incorporation of the Registrant

Incorporated by reference from the Registrant's Registration

Statement on Form S-1 filed on June 30, 2016.

Second Amended and Restated Bylaws of the Registrant

Incorporated by reference from the Registrant's Registration

Form 8-K filed on February 11, 2026.

Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant

Incorporated by reference from the Registrant's Registration Statement on Form S-1 filed on June 30, 2016.

Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant

Incorporated by reference from the Registrant's Registration Statement on Form S-1 filed on June 30, 2016

Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant

Filed electronically herewith

Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Filed electronically herewith

Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Filed electronically herewith

Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)

Filed electronically herewith

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

Filed electronically herewith

Inline XBRL Taxonomy Extension Schema Document

Filed electronically herewith

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Filed electronically herewith

Inline XBRL Taxonomy Extension Definition Linkbase Document

Filed electronically herewith

Inline XBRL Taxonomy Extension Label Linkbase Document

Filed electronically herewith

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Filed electronically herewith

Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101).

Filed electronically herewith

Pursuant to the requirements

of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ATOMERA INCORPORATED.

Date: August 6, 2026

Chief Executive Officer,

(Principal Executive Officer)

Date: August 6, 2026

/s/ Francis B. Laurencio

Francis B. Laurencio

Chief Financial Officer

(Principal Financial and

Exhibits 43 changes

PART I. Financial Information

The following is a list of exhibits

filed as part of this Report on Form 10-Q:

Amended and Restated Certificate of Incorporation of the Registrant

Incorporated by reference from the Registrant's Registration Statement on Form S-1 filed on June 30, 2016.

Second Amended and Restated Bylaws of the Registrant

Incorporated by reference from the Registrant's Form 8-K filed on February 11, 2026.

Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant

Incorporated by reference from the Registrant's Registration Statement on Form S-1 filed on June 30, 2016.

Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant

Incorporated by reference from the Registrant's Registration Statement on Form S-1 filed on June 30, 2016.

Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant from the Registrant's Form 10-Q filed on August 6, 2026.

Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Filed electronically herewith

Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Filed electronically herewith

Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)

Filed electronically herewith

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

Filed electronically herewith

Inline XBRL Taxonomy Extension Schema Document

Filed electronically herewith

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Filed electronically herewith

Inline XBRL Taxonomy Extension Definition Linkbase Document

Filed electronically herewith

Inline XBRL Taxonomy Extension Label Linkbase Document

Filed electronically herewith

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Filed electronically herewith

Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101).

Filed electronically herewith

Pursuant to the requirements

of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ATOMERA INCORPORATED

Date: October 30, 2026

Chief Executive Officer,

(Principal Executive Officer)

Date: October 30, 2026

/s/ Francis B. Laurencio

Francis B. Laurencio

Chief Financial Officer

(Principal Financial and