What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-24 compared with 2025-03-04 · 447 added, 322 removed, 575 unchanged (57% of the section changed)

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Report of Independent Registered Public Accounting Firm (PCAOB ID Number 199 )

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 688 )

Balance Sheets at December 31, 2025 and 2024

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Stockholders and Board of Directors of

To the Stockholders and Board of Directors

Atomera Incorporated

Opinion on the Financial Statements

We have audited the accompanying balance sheets

of Atomera Incorporated (the “Company”) as of December 31, 2024 and 2023, the related statements of operations, comprehensive

loss, stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2024, and the related notes

(collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all

material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash

flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in

the United States of America.

We have audited the accompanying balance sheet

of Atomera Incorporated (the “Company”) as of December 31, 2025, the related statements of operations, comprehensive loss ,

stockholders’ equity and cash flows for the year ended December 31, 2025, and the related notes (collectively referred to as the

“financial statements”).

In our opinion, based on our audit, the financial statements present fairly, in all material respects,

the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended

December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audits.

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are

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regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

We conducted our audit in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

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to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding

As part of our audit we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal

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Accordingly, we express no such opinion.

Our audits included performing procedures to

assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

Our audit included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

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We determined that there are no critical audit matters.

/s/ CBIZ CPAs P.C.

CBIZ CPAs P.C.

We have served as the Company’s auditor

since 2015 (such date takes into account the acquisition of the attest business of Marcum llp

by CBIZ CPAs P.C.

effective November 1, 2024).

February 24, 2026

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Stockholders and Board of Directors of

Atomera Incorporated

Opinion on the Financial Statements

We have audited the accompanying balance sheet

of Atomera Incorporated (the “Company”) as of December 31, 2024 , the related statements of operations, comprehensive loss,

stockholders’ equity and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the

“financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial

position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31,

2024, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility

of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audits.

are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are

required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal

control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ Marcum llp

We have served as the Company’s auditor since 2015.

We have served as the Company’s auditor from 2015 through 2025.

March 4, 2025

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Accounts receivable

Unbilled contracts receivable

Interest receivable

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Common stock, $ 0.001 par value, authorized 47,500 shares;

30,540 shares issued and outstanding at December 31, 2024 and 26,107 issued and outstanding as of December 31, 2023

32,354 shares issued and outstanding at December 31, 2025 and 30,540 shares issued and outstanding at December 31, 2024

Additional paid-in capital

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Total liabilities and stockholders’ equity

The accompanying notes are an integral part of these

financial statements.

The accompanying notes are an integral part of

these financial statements.

Atomera Incorporated

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Accretion income

Other income (expense), net

Other income, net

Interest expense

Total other income (expense), net

Total other income, net

Net loss per common share, basic

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Weighted average number of common shares outstanding, diluted

The accompanying notes are an integral part of these

financial statements.

The accompanying notes are an integral part of

these financial statements.

Atomera Incorporated

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(in thousands)

Unrealized gain on available-for-sale securities

The accompanying notes are an integral part of these

financial statements.

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

Net comprehensive loss

The accompanying notes are an integral part of

these financial statements.

Atomera Incorporated

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Stock-based compensation

Stock option exercise

Forfeiture of restricted stock

At-the-market sale of stock, net

of commissions and expenses

Stock option exercises

Forfeiture of restricted stock issuance

At-the-market sale of stock, net of commissions and expenses

Unrealized gain on available-for-sale securities

Balance December 31, 2024

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Stock option exercises

Forfeiture of restricted stock

At-the-market sale of stock, net

of commissions and expenses

Unrealized gain on available-for-sale

At-the-market sale of stock, net of commissions and expenses

Unrealized gain on available-for-sale securities

Balance December 31, 2025

$ ( 241,694 )

The accompanying notes are an integral part of these

financial statements.

The accompanying notes are an integral part of

these financial statements.

Atomera Incorporated

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Accretion of discounts on available-for-sales securities

Gain on sale of assets

Changes in operating assets and liabilities:

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Acquisition of property and equipment

Proceeds from sale of property and equipment

Purchase of available-for-sale securities

Maturity of available-for-sale securities

Net cash provided by (used in) investing activities

Net cash provided by investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

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Cash paid for taxes

The accompanying notes are an integral part of these

financial statements.

The accompanying notes are an integral part of

these financial statements.

Atomera Incorporated

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12, 2016, the Company changed its name to Atomera Incorporated.

Atomera is an early-stage company,

having only recently begun limited revenue-generating activities, 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.

Atomera is an early-stage

company, having only recently begun limited revenue-generating activities, 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.

LIQUIDITY AND MANAGEMENT PLANS

At December 31, 2024, the Company

had cash, cash equivalents and short-term investments of approximately $ 26.8 million and working capital of approximately $ 23.5 million .

The Company has generated only limited revenues since inception and has incurred recurring operating losses.

Accordingly, it is subject

to all the risks inherent in the initial organization, financing, expenditures, and scaling of a new business that is not generating positive

At December 31, 2025, the

Company had cash and cash equivalents of approximately $ 19.2 million and working capital of approximately $ 17.6 million.

The Company has

generated only limited revenues since inception and has incurred recurring operating losses.

Accordingly, it is subject to all the risks

inherent in the initial organization, financing, expenditures, and scaling of a new business that is not generating positive cashflow.

On May 31, 2022, Atomera entered

into an Equity Distribution Agreement with Oppenheimer & Co.

and Craig-Hallum Capital Group LLC, as agents, under which the Company

may offer and sell, from time to time at its sole discretion, shares of its $0.001 par value common stock, in “at the market”

offerings to or through the agent as its sales agent, having aggregate offering proceeds of up to $50.0 million (the “ATM Facility”).

During the year ended December 31, 2024, the Company sold approximately 4.1 million shares pursuant to the ATM at an average price per

share of approximately $ 5.38 , resulting in approximately $ 21.3 million of net proceeds to the Company after deducting commissions and

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

(“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 Facility expired on March 18, 2025.

On May 27, 2025, Atomera 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 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 the year ended December

31, 2025, the Company sold approximately 1.6 million shares of common stock pursuant to the 2022 ATM and the 2025 ATM at an average price

per share of approximately $ 5.15 , resulting in approximately $ 7.6 million of net proceeds to the Company after deducting commissions and

other offering expenses.

Based on the funds it has 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

Based on the funds it

has 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

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Basis of Presentation

The financial statements are presented

in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and reflect the financial

position, results of operations and cash flows for all periods presented.

The financial statements are

presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and reflect

the financial position, results of operations and cash flows for all periods presented.

The Company operates as one business segment.

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fair value which is not equivalent to cost will be classified and disclosed in one of the following three categories:

Level 1 — Quoted prices (unadjusted) in active markets for

identical assets and liabilities.

Level 1 — Quoted prices (unadjusted) in active markets

for identical assets and liabilities.

Level 2 — Inputs other than Level

that are observable, either directly or indirectly, such as unadjusted quoted prices for similar assets and liabilities, unadjusted quoted

prices in the markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially

the full term of the assets or liabilities.

Level 3 — Unobservable inputs that are supported by little

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

1 that are observable, either directly or indirectly, such as unadjusted quoted prices for similar assets and liabilities, unadjusted

quoted prices in the markets that are not active, or other inputs that are observable or can be corroborated by observable market data

for substantially the full term of the assets or liabilities.

Level 3 — Unobservable inputs that are supported by

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

Cash, Cash Equivalents, and Short-Term Investments

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The Company may sell these marketable debt securities prior to their stated maturities depending upon changing liquidity requirements.

These debt securities are classified as current assets in the condensed balance sheets and recorded at fair value, with unrealized gains

or losses included in accumulated other comprehensive income (loss).

These debt securities are classified as current assets in the balance sheets and recorded at fair value, with unrealized gains or losses

included in accumulated other comprehensive income (loss).

Gains and losses are recognized

when realized.

Gains and losses are determined using the specific identification method and are reported in other income, net in the condensed

statements of operations when incurred.

Unrealized gains and losses are included in other comprehensive income (loss) on the condensed

balance sheets.

Gains and losses are determined using the specific identification method and are reported in other income, net in the statements

of operations when incurred.

Unrealized gains and losses are included in other comprehensive income (loss) on the balance sheets.

Concentration of Credit Risk and Major Customers

Financial instruments, which potentially

subject the Company to concentrations of credit risk, consist principally of cash, cash equivalents, short-term investments and accounts

One customer represented 63 % of revenue and another customer represented 37 % of the Company’s revenue during the year

ended December 31, 2024.

During the year ended December 31, 2023, 100 % of our revenue was from one customer.

Financial instruments, which

potentially subject the Company to concentrations of credit risk, consist principally of cash, cash equivalents, short-term investments

and accounts receivable.

One customer represented 77 % of revenue and another customer represented 23 % of the Company’s revenue during

the year ended December 31, 2025.

One customer represented 63 % of revenue and another customer represented 37 % of the Company’s

revenue during the year ended December 31, 2024.

At times, the amounts on deposit

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balances were in excess of insured limits maintained at the financial institution.

Accounts Receivable and Unbilled Contracts Receivable

The Company grants credit to its

business customers.

Accounts Receivable and Unbilled Contracts

The Company grants credit

to its business customers.

Collateral is generally not required for trade receivables.

The Company maintains allowances for potential credit

losses when necessary.

Trade accounts receivable and unbilled contracts receivable are recorded net of allowances for cash discounts for

prompt payment, doubtful accounts, and sales returns.

The Company’s policy is

to reserve for uncollectible accounts based on its best estimate of the amount of probable credit losses in its existing accounts receivable

The Company maintains allowances for potential

credit losses when necessary.

Trade accounts receivable and unbilled contracts receivable are recorded net of allowances for cash discounts

for prompt payment, doubtful accounts, and sales returns.

The Company’s policy

is to reserve for uncollectible accounts based on its best estimate of the amount of probable credit losses in its existing accounts receivable

and unbilled contracts receivable accounts under Accounting Standards Update (“ASU”) No.

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the potential for recovery is considered remote.

At December 31, 2024 there were no allowances for doubtful accounts as the Company deems

the balance fully collectible.

At December 31, 2023, there was no allowance against the unbilled contracts receivable account as the Company

deems the balance fully collectible.

The accounts receivable balance at December 31, 2025 was zero .

At December 31, 2024,

there were no allowances for doubtful accounts as the Company deemed the balance fully collectible.

Impairment of Long-lived Assets

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amount by which the carrying amount of the asset group exceeds its fair value based on discounted cash flow analysis or appraisals.

the years ended December 31, 2024 and 2023, the Company had noted no indicators of impairment.

December 31, 2025 and 2024, the Company had noted no indicators of impairment.

Property and Equipment

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from integration engineering services, which it delivers either pursuant to integration license agreements or delivery of engineering

services and from the grant of manufacturing licenses to customers to use its technology in the manufacture of semiconductor wafers and/or

devices for the customer’s internal use.

services and from the grant of R&D licenses to customers to use its technology in the manufacture of semiconductor wafers and/or devices

for the customer’s internal use.

Revenue is recognized based on the following steps:

(i) identification of the contract,

or contracts, with a customer, (ii) identification of the performance obligations in the contract, (iii) determination of the transaction

price, (iv) allocation of the transaction price to the performance obligations of the contract, and (v) recognition of revenue when, or

as, the Company satisfies a performance obligation.

The Company’s integration services generally consist of depositing its proprietary

technology onto the customer’s semiconductor wafers and delivering such wafers back to the customer.

Revenue from integration services

is recognized as the performance obligations are satisfied, which is upon transfer of control of the wafers to the customer (generally

upon shipment).

Revenue from manufacturing licenses is recognized as the performance obligations are satisfied, which is generally upon

delivery of the Company’s MST recipe to the customer but is recognized over time if the performance obligation related to the grant

of the license includes customer acceptance.

For recognizing integration service

revenue from integration license agreements, the Company assesses (i) whether the license grant is distinct from or combined with the

transfer of goods or services and (ii) whether the license is a right to access intellectual property or a right to use the intellectual

(i) identification of the contract, or contracts,

with a customer, (ii) identification of the performance obligations in the contract, (iii) determination of the transaction price, (iv)

allocation of the transaction price to the performance obligations of the contract, and (v) recognition of revenue when, or as, the Company

satisfies a performance obligation.

The Company’s integration services generally consist of depositing its proprietary technology

onto the customer’s semiconductor wafers and delivering such wafers back to the customer.

Revenue from integration services is recognized

as the performance obligations are satisfied, which is upon transfer of control of the wafers to the customer (generally upon shipment).

Revenue from manufacturing licenses is recognized as the performance obligations are satisfied, which is generally upon delivery of the

Company’s MST recipe to the customer but is recognized over time if the performance obligation related to the grant of the license

includes customer acceptance.

For recognizing integration

service revenue from integration license agreements, the Company assesses (i) whether the license grant is distinct from or combined with

the transfer of goods or services and (ii) whether the license is a right to access intellectual property or a right to use the intellectual

For licenses that are not distinct, but combined with other goods or services, the revenue is recognized at a point in time

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

Deferred revenues consist of unearned

amounts that have been billed to the customer in advance of the Company’s performance obligations.

These amounts have not yet been

recognized as revenue.

Deferred revenues consist

of unearned amounts that have been billed to the customer in advance of the Company’s performance obligations.

These amounts have

not yet been recognized as revenue.

Revenue for these items will be recognized in accordance with the Company’s revenue policy.

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rate, among others.

These assumptions reflect the Company’s best estimates, but they involve inherent uncertainties based on market

conditions generally outside the control of the Company.

The fair value for performance-based restricted stock units is fixed at the grant date using a Monte Carlo simulation.

These assumptions reflect the Company’s best estimates, but they involve inherent uncertainties based on market conditions generally

outside the control of the Company.

Forfeitures are recorded when they occur.

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allowance is recorded on deferred tax assets unless realization is considered more likely than not.

The Company evaluates its tax

positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether the tax positions

The Company evaluates its

tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether the tax positions

are “more-likely-than-not” of being sustained by the applicable tax authority.

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Use of Estimates

The preparation of financial statements

in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of

assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts

of revenue and expenses during the reporting period.

Significant estimates are used when accounting for the fair value of stock-based

compensation, borrowing rates used for lease accounting and valuation allowance against deferred tax assets.

Actual results could differ

from those estimates.

The preparation of financial

statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported

amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the

reported amounts of revenue and expenses during the reporting period.

Significant estimates are used when accounting for the fair value

of stock-based compensation, borrowing rates used for lease accounting and valuation allowance against deferred tax assets.

Actual results

could differ from those estimates.

Subsequent Events

Management has evaluated subsequent

events and transactions occurring through the date these financial statements were issued.

Management has evaluated

subsequent events and transactions occurring through the date these financial statements were issued.

Adoption of Recent Accounting Standards

In November 2023, the Financial

Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Improvements to Reportable

Segment Disclosures .

The amendments in this update improve reportable segment disclosure requirements, primarily through enhanced

disclosures about significant segment expense categories included in each reported measure of a segment's profit or loss on an interim

and annual basis.

The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods

within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The update should be applied retrospectively to all

prior periods presented in the financial statements.

The Company adopted this standard during the year ended December 31, 2024.

While the standard requires

additional disclosures related to the Company’s reportable segments in its reporting, the adoption did not have a material impact

on the Company’s financial position, results of operations or financial statement disclosures.

(See Note 11.)

In December 2023,

the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income

Tax Disclosures (“ASU 2023-09”).

This new guidance requires entities on an annual basis disclose specific categories in

the income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold.

applies to annual periods beginning after December 15, 2024 on a prospective basis.

The Company adopted this ASU on January 1, 2025 and

it did not have a material impact on its financial position, results of operations or financial statement disclosure.

Recent Accounting Standards

In November 2024, the FASB issued

ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of

Income Statement Expenses , requiring public entities to disclose additional information about specific expense categories in the notes

to the financial statements on an interim and annual basis.

In November 2024, the FASB

issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation

of Income Statement Expenses , 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 fiscal years beginning after December 15,

2026, and for interim 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.

The Company does not believe ASU 2024-03

will have a material impact on its financial position, results of operations or financial statement disclosure.

In May 2025, the FASB issued

ASU 2025-04 Compensation - Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606):

Clarifications

to Share-Based Consideration Payable to a Customer (“ASU 2025-04”) which clarifies the guidance on the accounting

for share-based payment awards that are granted by an entity as consideration payable to its customer, with the intent to reduce diversity

in practice and improve existing guidance by revising the definition of a “performance condition” and eliminating a forfeiture

policy election for service conditions associated with share-based consideration payable to a customer.

It also clarifies the

guidance in Topic 606 on the variable consideration constraint does not apply to share-based consideration payable to a customer

“regardless of whether an award’s grant date has occurred”.

ASU 2025-04 will be effective for the annual

periods beginning after December 15, 2026 with early adoption permitted.

The Company does not believe ASU 2025-04 will have a material

impact on its financial position, results of operations or financial statement disclosure.

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 (“ASU 2025-06”) .

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

The Company does not expect ASU 2025-04 will have a material impact on its financial position, results of operations or financial

statement disclosure.

In December 2025, the FASB

issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-08”).

This new guidance

requires entities on an annual basis disclose specific categories in the income tax rate reconciliation and provide additional information

for reconciling items that meet a quantitative threshold.

The guidance applies to annual periods beginning after December 15, 2024 on

a prospective basis, (early adoption is permitted).

The Company does not believe ASU 2023-09 will have a material impact on its financial

position, results of operations or financial statement disclosure.

issued ASU 2025-11:

Interim Reporting (Topic 270):

Narrow-Scope Improvements .

The guidance was issued to improve the guidance in

Topic 270, Interim Reporting, by improving the navigability of the required interim disclosures and clarifying when that guidance is applicable.

The guidance also provides additional guidance on what disclosures should be provided in interim reporting periods.

The guidance is effective

on a prospective or retrospective basis for financial statements issued for fiscal years beginning after December 15, 2027, and interim

reporting periods within fiscal years beginning after December 15, 2028.

Early adoption of the guidance is permitted.

The Company does

not expect ASU 2025-11 will have a material impact on its financial position, results of operations or financial statement disclosure.

CASH EQUIVALENTS AND INVESTMENTS

The Company’s

cash, cash equivalents and short-term investments that were measured at fair value on a recurring basis as Level 1 assets, classified

by security type as of December 31, 2024 and 2023 consisted of the following (in thousands):

Company’s cash, cash equivalents and short-term investments that were measured at fair value on a recurring basis as Level 1 assets,

classified by security type as of December 31, 2025 and 2024 consisted of the following (in thousands):

Schedule of cash equivalents and short-term investments

December 31, 2025

Money market funds

US agency bonds

December 31, 2024

Money market funds

US treasury bills

US agency bonds

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at a point in time or over time.

The Company usually recognizes revenue from integration service agreements and from manufacturing licenses

at a point in time unless the agreements provide for customer acceptance in which case revenue is recognized over time.

Revenue from integration

license agreements and from MSTcad licenses are recognized over a period of time.

The following table provides information about disaggregated

revenue by primary geographical markets and timing of revenue recognition for the years ended December 31, 2024 and 2023 (in thousands):

Schedule of disaggregated

revenue by primary geographical markets and timing of revenue recognition

Revenue from MSTcad licenses is recognized over a period of time.

The following table provides

information about disaggregated revenue by primary geographical markets and timing of revenue recognition for the years ended December

31, 2025 and 2024 (in thousands):

Schedule of disaggregated revenue by primary geographical markets and timing of revenue recognition

Year Ended December 31,

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Products and services transferred over time

Unbilled contracts receivable and deferred revenue :

Unbilled contracts receivable

Timing of revenue recognition

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received more than one year from the reporting date.

The Company records deferred revenue for customers that were issued invoices, but

the Company has not yet recognized the revenue based on its revenue recognition policy.

As of December 31, 2024, the Company has approximately

$ 4 ,000 of deferred revenue that it expects to recognize over the next month.

The Company had no unbilled contracts receivable as of December 31, 2025.

Deferred Revenue

The Company records deferred

revenue for customers that were issued invoices, but from which the Company has not yet recognized the revenue based on its revenue recognition

As of December 31, 2025, the Company has approximately $ 7,000 in deferred revenue that is expected to be recognized in the next

BASIC AND DILUTED LOSS PER SHARE

Basic net loss per share is calculated

by dividing the net loss by the weighted-average number of shares outstanding for the period.

Diluted net loss per share is computed by

dividing the net loss attributable to common stockholders by the sum of the weighted average number of shares of common stock outstanding

and the dilutive common stock equivalent shares outstanding during the period.

The Company’s potentially dilutive common stock equivalent

shares, which include incremental common shares issuable upon (i) the exercise of outstanding stock options and warrants and (ii) vesting

of restricted stock units and restricted stock awards, are only included in the calculation of diluted net loss per share when their effect

Since the Company has had net losses for all periods presented, all potentially dilutive securities are anti-dilutive.

basic and diluted net loss per share are equal.

Basic net loss per share is

calculated by dividing the net loss by the weighted-average number of shares outstanding for the period.

Diluted net loss per share is

computed by dividing the net loss attributable to common stockholders by the sum of the weighted average number of shares of common stock

outstanding and the dilutive common stock equivalent shares outstanding during the period.

The Company’s potentially dilutive common

stock equivalent shares, which include incremental common shares issuable upon (i) the exercise of outstanding stock options and warrants

and (ii) vesting of restricted stock units and restricted stock awards, are only included in the calculation of diluted net loss per share

when their effect is dilutive.

Since the Company has had net losses for all periods presented, all potentially dilutive securities are

anti-dilutive.

Accordingly, basic and diluted net loss per share are equal.

The following potential common

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Stock Options

Unvested restricted stock

Unvested restricted stock units

Unvested restricted stock awards

PROPERTY AND EQUIPMENT

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Schedule of property and equipment

Computer equipment

Laboratory equipment

Computers equipment

Furniture and fixtures

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basis over the lease term and interest expense.

The Company’s lease agreement for a tool used in the development and marketing of

the Company’s technology established a monthly lease payment of $150,000 per month.

The lease contains a provision for an annual

adjustment of lease payments based on tool availability and usage during the preceding 12 months and the adjusted payment is calculated

on August 1 of each year of the lease.

Effective August 1, 2023, the lease payments for this tool were adjusted to $137,650 per month

for the period August 1, 2023 through July 31, 2024.

The Company’s lease

agreement for an epitaxial deposition tool used in the development and marketing of the Company’s technology established a monthly

lease payment of $150,000 per month.

The lease contains a provision for an annual adjustment of lease payments based on tool availability

and usage during the preceding 12 months and the adjusted payment is calculated on August 1 of each year of the lease.

Effective August

1, 2023, the lease payments for this tool were adjusted to $137,650 per month for the period August 1, 2023 through July 31, 2024.

adjustment to the lease payments also resulted in a reduction in the ROU and corresponding lease liability.

Effective August 1, 2024,

the lease payments for this tool were adjusted to $124,071 per month for the period August 1, 2024 through July 31, 2025.

This adjustment

to the lease payments also resulted in a reduction in the ROU and corresponding lease liability.

Effective August 1, 2025, the lease payments

for this tool were adjusted to $133,125 per month for the period August 1, 2025 through April 30, 2026.

The final three months of the

lease were prepaid at the commencement of the lease.

This adjustment to the lease payments also resulted in a reduction in the ROU and

corresponding lease liability.

Effective August 1, 2024, the lease payments for this tool were adjusted to $124,071 per month for the

period August 1, 2024 through July 31, 2025.

This adjustment to the lease payments also resulted in a reduction in the ROU and corresponding

lease liability.

Effective May 1, 2023, the Company

leased an additional 404 square feet at its Tempe office location under an amendment to its current lease.

The monthly rent payment increased

from $1,277 per month to $2,365 per month and the increased rent under the amended lease is accounted for as a modification to the lease

under ASC 842 at the time of commencement.

At the effective date of the lease amendment, a right-of-use asset of approximately $ 33,000

was recorded along with a short-term operating lease liability of approximately $ 12,000 and long-term operating lease liability of approximately

The amended lease ends in February 2026.

In December 2025, the Company

entered into a lease agreement for a tool in Tempe, Arizona.

The term of this lease is for 12 months beginning on January 1, 2025 for

$95,000 per month.

Since the lease term is not for more than one year and there are no extension provisions in the lease, the future lease

payments are not included in the lease obligations on the Company’s balance sheets.

Lease expense for operating leases

consists of the lease payments recognized on a straight-line basis over the lease term.

Expenses for financing leases consists of the

amortization expenses recognized on a straight-line basis over the lease term and interest expense.

The components of lease costs were

as follows (in thousands):

and its landlord amended the lease of the corporate headquarters in Los Gatos, California.

The amendment extends the expiration date of

the lease from January 2026 to March 2031.

An additional ROU asset and lease liability of approximately $ 856,000 were recorded during

the year ended December 31, 2025.

The lease liability is based on the present value of the minimum lease payments, discounted using an

estimated incremental borrowing rate of 8.75 %.

The lease contains escalating payments on the anniversary of the original commencement

of the lease which are included in the measurement of the lease liability.

Additional payments based on a change in the Company’s

share of the operating expenses, including property taxes and insurance are recorded as a period expense when incurred.

In December 2025, the

Company entered into a lease agreement for an epitaxial deposition tool in Tempe, Arizona, distinct from the tool previously mentioned.

The term of this lease is for 12 months beginning on January 1, 2026 for $95,000 per month.

Since the lease term is not for more than

one year and there are no extension provisions in the lease, the future lease payments are not included in the lease obligations on the

Company’s balance sheets.

Lease expense for operating

leases consists of the lease payments recognized on a straight-line basis over the lease term.

Expenses for financing leases consists

of the amortization expenses recognized on a straight-line basis over the lease term and interest expense.

The components of lease costs

were as follows (in thousands):

Schedule of lease costs

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Operating leases

2030 & thereafter

Total future minimum lease payments

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and 8.74 % for the Company’s operating leases.

The weighted average remaining lease term is 1.6 years for the financing lease and

The weighted average remaining lease term is.

.7 months for the financing lease and

4.6 years for operating leases.

COMMITMENTS AND CONTINGENCIES

The Company may be involved, from

time to time, in legal proceedings and claims arising in the ordinary course of its business.

The Company may be involved,

from time to time, in legal proceedings and claims arising in the ordinary course of its business.

Such matters are subject to many uncertainties

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STOCKHOLDERS’ EQUITY

The Company is authorized to issue

up to 2,500 ,000 shares of preferred stock, $ 0.001 par value.

As of December 31, 2024, and 2023, no shares have been designated and no shares

are issued and outstanding.

Preferred stock may rank prior to common stock with respect to dividends rights, liquidation preferences,

or both, and may have full or limited voting rights.

The Company is authorized

to issue up to 2,500,000 shares of preferred stock, $ 0.001 par value.

As of December 31, 2025, and 2024, no shares have been designated

and no shares are issued and outstanding.

Preferred stock may rank prior to common stock with respect to dividends rights, liquidation

preferences, or both, and may have full or limited voting rights.

On May 31, 2022, Atomera entered

into an Equity Distribution Agreement with Oppenheimer & Co.

Inc and Craig-Hallum Capital Group LLC, as agents, under which we may

offer and sell, from time to time at our sole discretion, shares of our common stock having aggregate offering proceeds of up to $50.0

million in an “at-the-market” or ATM offering, to or through the agents.

During the year ended December 31, 2024, approximately

4.1 million shares were sold at an average price per share of approximately $ 5.38 ,

resulting in approximately $ 21.3 million of net proceeds to us after deducting commissions and other offering expenses, which totaled approximately $ 663,000 .

As of December 31, 2024, the Company has

remaining gross capacity on the ATM of approximately $ 7.7 million and proceeds to the Company would be reduced by commissions and other offering costs.

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 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”).

2022 ATM Facility expired on March 18, 2025.

On May 27, 2025, Atomera 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 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 the year ended December

31, 2025, the Company sold approximately 1.6 million shares of common stock pursuant to the 2022 ATM and the 2025 ATM at an average price

per share of approximately $ 5.15 , resulting in approximately $ 7.6 million of net proceeds to the Company after deducting commissions and

other offering expenses.

As of December 31, 2025, the Company has remaining gross capacity on the ATM of approximately $ 44.4 million and

proceeds to the Company would be reduced by commissions and other offering costs.

On April 28, 2024, the Company

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The total proceeds from the sale amounted to approximately $ 10,000 .

As of December 31, 2024, the Company

has reserved approximately 3.9 million shares of common stock for issuance pursuant to outstanding stock options.

The Company operates as a single

operating segment.

As of December 31, 2025, the

Company has reserved approximately 6 .0 million shares of common stock for issuance pursuant to outstanding stock options and restricted

SEGMENT REPORTING

The Company operates as a

single operating segment.

The Company's chief operating decision maker (“CODM”) is its chief executive officer and chief financial

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as total assets.

The following table presents selected financial information with respect

to the Company’s single operating segment for the years ended December 31, 2024 and 2023:

The following table presents

selected financial information with respect to the Company’s single operating segment for the years ended December 31, 2025 and

2024 (in thousands):

Schedule of selected financial information

Year Ended December 31,

Less expenses (1) :

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Stock-based compensation

Travel and entertainment

Tool related expenses

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Other income (expense), net

classified as cost of revenue are included in the line items presented and not as a separate category.

Expenses classified as cost of revenue are included in the line items presented and not as a separate category.

Other operating expenses include items not listed above separately.

These include travel and entertainment, professional

development, information technology costs, office related costs, depreciation, other research and development costs, other sales and marketing

costs and other general and administrative costs.

These include travel and entertainment, professional development, information technology costs, office related costs, depreciation, other research and development costs, other sales and marketing costs and other general and administrative costs.

STOCK-BASED COMPENSATION

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remained outstanding and exercisable by their term.

As of December 31, 2024, options to purchase approximately 1.5 million shares of common

As of December 31, 2025, options to purchase approximately 668,000 shares of common

stock remain outstanding under the 2007 Plan.

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share grants.

The Company reserved a total of 2,000,000 shares of common stock for issuance under the 2023 Plan.

All employees, officers,

directors, consultants, advisors and other persons who provide services to the Company or any subsidiaries of the Company are eligible

to receive incentive awards under the 2023 Plan.

As of December 31, 2024, awards of approximately 854,000 shares of common stock had been

granted under the 2023 Plan, net of forfeited restricted stock and option awards and approximately 1.1 million shares of common stock

are reserved for issuance.

The Company originally reserved a total of 2,000,000 shares of common stock for issuance under the 2023 Plan.

Company’s shareholders approved an amendment to the 2023 Plan, adding an additional 1,750,000 shares to this plan.

All employees,

officers, directors, consultants, advisors and other persons who provide services to the Company or any subsidiaries of the Company are

eligible to receive incentive awards under the 2023 Plan.

As of December 31, 2025, awards of approximately 1.5 million shares of common

stock had been granted under the 2023 Plan, net of forfeited restricted stock and option awards and approximately 2.2 million shares of

common stock are reserved for issuance.

The following table summarizes

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This cost is expected to be recognized over a weighted-average period of 2.0 years.

Stock Options:

The Company records compensation

expense for employee awards with graded vesting using the straight-line method.

The Company records compensation expense for non-employee

awards with graded vesting using the accelerated expense attribution method.

The Company recognizes compensation expense over the requisite

service period applicable to each individual award, which generally equals the vesting term.

The Company estimates the fair value of each

option award using the Black-Scholes-Merton option pricing model.

Forfeitures are recognized when realized.

The fair value of employee stock

options issued was estimated using the following weighted-average assumptions:

expense for employee stock options over the vesting term using the straight-line method.

The fair value of employee stock options issued

was estimated using the following weighted-average assumptions:

Schedule of weighted-average assumptions

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Expected dividend yield

The risk-free interest rate was

obtained from U.S.

The risk-free interest rate

was obtained from U.S.

Treasury rates for the applicable periods.

The Company’s expected volatility was based upon the historical volatility

of the Company.

The expected life of the Company’s options was determined using the simplified method as a result of limited historical

data regarding the Company’s activity.

The dividend yield considers that the Company has not historically paid dividends and does

not expect to pay dividends in the foreseeable future.

The following table summarizes

stock option activity (in thousands except exercise prices and contractual terms):

The Company’s expected volatility was based upon the historical

volatility of the Company.

The expected life of the Company’s options was estimated using historical data of the Company’s

option activity.

The dividend yield considers that the Company has not historically paid dividends and does not expect to pay dividends

in the foreseeable future.

The fair value of options

issued during the year ended December 31, 2025 was approximately $ 517,000 .

The following table summarizes stock option activity during

the year ended December 31, 2025 (in thousands except exercise prices and contractual terms):

Schedule of stock option activity

Weighted-Average

Intrinsic Value

Prices per Share

Term (In Years)

Outstanding at January 1, 2025

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Exercisable at December 31, 2025

During the year ended December

31, 2024, the Company granted options under its 2017 Plan and 2023 Plan to purchase approximately 570 ,000 shares of its common stock to

its employees.

The fair value of these options was approximately $ 2.4 million .

The Company issues restricted

stock to employees, directors and consultants and estimates the fair value based on the closing price on the day of grant.

The following

table summarizes restricted stock activity (in thousands except per share data):

Restricted Stock Awards:

The Company has issued restricted

stock awards to employees, directors and consultants and estimates the fair value based on the closing price on the day of grant.

based awards are expenses using the straight-line method.

The following table summarizes all restricted stock award activity during

the year ended December 31, 2025 (in thousands except per share data):

Schedule of restricted stock activity

Number of Shares

Weighted-Average Grant Date Fair Value

Weighted-Average

Grant Date Fair Value per Share

Outstanding at January 1, 2025

Outstanding non-vested shares at December 31, 2025

Restricted Stock Units:

Beginning in January 2025,

the Company began issuing restricted stock units (“RSUs”) to employees, directors and consultants and a portion of the RSUs

issued are subject to time-based vesting and a portion are subject to performance-based vesting criteria.

The fair value of time-based

RSUs is based on the closing price on the day of grant and compensation expenses are recorded on a straight-line method.

Awards of performance-based

restricted stock units by the Company have a performance period of one, two and three years with the vesting of each award tranche dependent

on the Company’s Total Shareholder Return (“TSR”) relative to the TSR of companies in the Russell 2000 Index over that

tranche’s performance period.

The fair value for performance-based RSUs are fixed at the grant date using a Monte Carlo simulation

and the amount of compensation expense is not adjusted during the performance period regardless of changes in the level of TSR achievement.

The compensation expense is recognized using the accelerated expense attribution method for each award, which generally equals the vesting

term for each performance period.

The following table summarizes

all restricted stock unit activity during the year ended December 31, 2025 (in thousands except per share prices data):

Schedule of restricted stock unit activity

Total Restricted Stock Units

Weighted-Average Grant Date Fair Value per Share

Outstanding at January 1, 2025

Outstanding at December 31, 2025

During 2002, the Company established

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During the years ended December 31, 2025 and 2024, the Company made matching contributions of approximately $ 72,000 and $ 83,000 , respectively.

Schedule of provision for income taxes

The loss before provision for income taxes consisted of the following (in thousands):

Schedule of provision for income taxes

Year Ended December 31,

International

The Company had $ 0 current income

tax expense for the years ended December 31, 2024 and 2023, respectively.

The Company accounts for income taxes in accordance with ASC

740, which requires that the tax benefit of net operating losses, temporary differences and credit carryforwards be recorded as an asset

to the extent that management assesses that realization is “more likely than not.” Realization of the future tax benefits

The Company had $ 0 current

income tax expense for the years ended December 31, 2025 and 2024, respectively.

The Company accounts for income taxes in accordance with

ASC 740, which requires that the tax benefit of net operating losses, temporary differences and credit carryforwards be recorded as an

asset to the extent that management assesses that realization is “more likely than not.” Realization of the future tax benefits

is dependent on the Company's ability to generate sufficient taxable income within the carryforward period.

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by approximately $ 4 .0 million and $ 3.6 million during the years ended December 31, 2025 and 2024, respectively.

The Company’s deferred tax

assets are as follows (in thousands):

The Company’s deferred

tax assets are as follows (in thousands):

Schedule of deferred tax assets

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Net deferred tax asset

Net operating losses and tax credit

carryforwards as of December 31, 2024, are as follows (in thousands):

Net operating losses and tax

credit carryforwards as of December 31, 2025, are as follows (in thousands):

Schedule of net operating losses and tax credit carryforwards

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Tax credits, state

The effective tax rate of the

Company’s provision (benefit) for income taxes differs from the federal statutory rate as follows:

The effective tax rate

of the Company’s provision (benefit) for income taxes differs from the federal statutory rate after adoption of ASU 2023-09 as

follows (dollars in thousands):

Schedule of effective tax rate

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Statutory rate

State and local income taxes, net of federal income tax

Enactment of new tax laws

Enactment of cross-border tax laws

Change in valuation allowance

Stock based compensation

Officer’s compensation

Worldwide changes in unrecognized tax benefits

The effective tax rate of

the Company’s provision (benefit) for income taxes differs from the federal statutory rate before the adoption of ASU 2023-09 as

December 31, 2024

Statutory rate

Change in valuation allowance

Other non-deductible items

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three-year period.

The Company is in the process of rolling forward its Section 382 study

through the period ending December 31, 2024.

The Company does not expect an ownership change to have occurred during this period as there

have been limited amounts of equity activity.

The Company rolled forward its Section 382 study through the period ended December 31, 2024.

The Company did not trigger

an ownership change through this period.

Although the Company has not rolled its Section 382 through December 31, 2025, an ownership change

during the 2025 is not expected as there have been limited amounts of equity activity.

The Company establishes reserves

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accrued interest or penalties related to uncertain tax positions.

The Company files income tax returns

The Company files income tax

returns in the U.S.

federal jurisdiction and various state jurisdictions.

In the normal course of business, the Company is subject to examination

by their respective taxing authorities.

The Company is not currently under audit by the Internal Revenue Service or other similar state

or local authority.

In the normal course of business, the Company is subject to

examination by their respective taxing authorities.

The Company is not currently under audit by the Internal Revenue Service or other

similar state or local authority.

The statute of limitations remains effectively open for all tax years since inception (2007).

Tax years outside the

normal statute of limitations remain open to examination by tax authorities due to tax attributes generated in earlier years which have

been carried forward and may be examined and adjusted in subsequent years when utilized.

outside the normal statute of limitations remain open to examination by tax authorities due to tax attributes generated in earlier years

which have been carried forward and may be examined and adjusted in subsequent years when utilized.

The following table summarizes

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Schedule of unrecognized tax benefits

January 1 – unrecognized tax benefits

Balance at beginning of year

Increases (decreases) – prior year tax positions

Increases – current year tax positions

December 31 - unrecognized tax benefits

Balance at end of year

The following table summarizes

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events and transactions through the date these financial statements were issued.

Since December 31, 2024, the Company

has issued approximately 163,000 additional shares through its ATM offering at an average price per share of $15.19 resulting in additional

net proceeds of approximately $2.4 million, after deduction of commissions and expenses.

Since December 31, 2025, the

Company has issued 1.3 million additional shares of common stock through its ATM offering at an average price per share of $2.47 resulting

in additional net proceeds of approximately $3.2 million, after deduction of commissions and expenses.

On February 24, 2026, the

Company completed a registered direct offering (the “Offering”) of 5,000,000 shares of the Company’s common stock, par

value $0.001 per share common stock at a purchase price of $5.00 per share (the “Shares”) pursuant to a Securities Purchase

Agreement (the “Purchase Agreement”) with certain institutional investors (the “Investors”).

In connection with

the Offering, the Company entered into a placement agent agreement (the “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

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 as actually

Net proceeds to the Company after deducting the placement agent fee and expenses were approximately $23.6 million.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data