ATOM Atomera Inc - 8-K

Item 1.01 Entry into a Material Definitive
Agreement.

On February 23, 2026, Atomera Incorporated (the
“Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional
investors (the “Investors”), pursuant to which the Company agreed to issue and sell, in a registered direct offering (the
“Offering”), an aggregate of 5,000,000 shares of the Company’s common stock, par value $0.001 per share (“Common
Stock”), at a purchase price of $5.00 per share (the “Shares”), for gross proceeds from the Offering of $25 million,
before deducting the placement agent fee and estimated offering expenses.

The Shares are offered by the Company pursuant
to an effective shelf registration statement on Form S-3 (File No. 333-287603) that was filed with the Securities and Exchange
Commission (the “SEC”) on May 27, 2025 and declared effective on June 3, 2025. A prospectus supplement and accompanying base
prospectus describing the terms of the Offering will be filed with the SEC.

The closing of the Offering is expected to take
place on February 24, 2026, subject to customary closing conditions. The Company intends to use the net proceeds from the Offering for
working capital and general corporate purposes.

The Purchase Agreement contains customary representations
and warranties and agreements of the Company and the Investors and customary indemnification rights and obligations of the parties. Pursuant
to the terms of the Purchase Agreement, the Company has agreed to certain restrictions on the issuance and sale of its Common Stock or
Common Stock Equivalents (as defined in the Purchase Agreement) during the 90-day period following the closing of the Offering.

In connection with the Offering, the Company entered
into a placement agent agreement (the “Placement Agent Agreement”) with Craig-Hallum Capital Group, LLC (“Craig-Hallum”),
pursuant to which Craig-Hallum agreed to serve as the exclusive placement agent for the issuance and sale of securities of the Company
pursuant to the Purchase Agreement. As compensation for such placement agent services, the Company has agreed to pay Craig-Hallum an aggregate
cash fee equal to 5.0% of the gross proceeds received by the Company from the Offering and the reimbursement of up to $75,000 of legal
and other expenses as actually incurred.

Each of the Company’s executive officers and directors have entered
into a lock-up agreement (the “Lock-Up Agreement”) pursuant to which each have agreed, subject to certain exceptions set forth
therein, not to dispose of or hedge any shares of common stock of the Company or securities convertible into or exchangeable for shares
of common stock during the period from the date of the Lock-Up Agreement continuing through the close of business 90 days after the date
of the prospectus supplement.

The foregoing summaries of the form of Purchase
Agreement and Placement Agent Agreement and Lock-Up agreement do not purport to be complete and are subject to, and qualified in their
entirety by, such documents attached as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K, which
are incorporated herein by reference.

This Current Report on Form 8-K does
not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any
securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction.

A copy of the legal opinion and consent of Greenberg
Traurig, LLP relating to the validity of the issuance and sale of the Shares is attached as Exhibit 5.1 hereto.

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Item 7.01 Regulation FD Disclosure.

The Company issued a press release announcing
the pricing of the Offering on February 23, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

Item 9.01 Financial
Statements and Exhibits.

(d)

Exhibits

Method Filing

Filed Electronically herewith

5.1

Opinion of Greenberg Traurig, LLP

Filed Electronically herewith

10.1

Form of Securities Purchase Agreement dated February 23, 2026 between the Registrant and the purchasers thereto

Filed Electronically herewith

10.2

Placement Agent Agreement dated February 23, 2026 between the Registrant and Craig-Hallum Capital Group, LLC

Filed Electronically herewith

10.3

Form of Lock Up Agreement

Filed Electronically herewith

23.1

Consent of Greenberg Traurig, LLC

Contained in Exhibit 5.1

99.1

Press Release dated February 23, 2026

Filed Electronically herewith

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

Filed Electronically herewith

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