Item 5. Other Information
Item 5. Other Information
The table below summarizes the
terms of arrangements adopted or terminated by officers or directors during the three months ended March 31, 2026. All of the trading
arrangements listed below are intended to satisfy the affirmative defense conditions of Rule 10b5-1c.
Name and Position
Adoption Date
Total Number of
Shares to be Sold
Expiration Date
Robert Mears ,
Adopted
Up to 60,470 (1)
March 19, 2027
Chief Technology Officer
March 9, 2026
375
Robert Mears ,
Adopted
Up to 86,580 (2)
March 19, 2027
Chief Technology Officer
March 9, 2026
375
(1)
The
actual number of shares sold will depend on the vesting of restricted stock awards and the number of shares withheld by the Company to
satisfy its income tax withholding obligations, and may vary from the approximate number provided.
(2)
The
actual number of shares sold is dependent on the exercise of stock options at specific prices with the subsequent sale of the underlying
shares at specific price targets.
Item 6. Exhibits
The following is a list of exhibits
filed as part of this Report on Form 10-Q:
Exhibit No.
Description
Method of filing
10.1
Form of Securities Purchase Agreement dated February 23, 2026 between the Registrant and the purchasers thereto
Incorporated by reference from the Registrant’s Form 8-K filed on February 24, 2026
10.2
Placement Agent Agreement dated February 23, 2026 between the Registrant and Craig-Hallum Capital Group, LLC
Incorporated by reference from the Registrant’s Form 8-K filed
on February 24, 2026
31.1
Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Filed electronically herewith
31.2
Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Filed electronically herewith
32.1
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
101.INS
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
101.SCH
Inline XBRL Taxonomy Extension Schema Document
Filed electronically herewith
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
Filed electronically herewith
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
Filed electronically herewith
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
Filed electronically herewith
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
Filed electronically herewith
104
Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101).
Filed electronically herewith
23
SIGNATURES
Pursuant to the requirements of
the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
ATOMERA INCORPORATED.
Date: May 5, 2026
By:
/s/ Scott A. Bibaud
Scott A. Bibaud
Chief Executive Officer,
(Principal Executive Officer)
and Director
Date: May 5, 2026
By:
/s/ Francis B. Laurencio
Francis B. Laurencio
Chief Financial Officer
(Principal Financial and
Accounting Officer)
24
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.