Atomera Inc 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-37850 ATOMERA INCORPORATED(Exact name of registrant as specified in its charter) Delaware30-0509586(State or Other jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification Number) 750 University Avenue, Suite 280Los Gatos, California 95032(Address, including zip code, of registrant’s principal executive offices) (408) 442-5248(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the past 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 submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company (as defined in Rule 12b-2 of the Exchange Act): Accelerated filer☐Smaller reporting company☒Emerging Growth Company☐ Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying 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 has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ Indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error topreviously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes☐No☒ State the aggregate market value of voting and non-voting common equity held by non-affiliates computed by reference to the price atwhich the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of theregistrant’s most recently completed second fiscal quarter: $150,140,617. Shares of the registrant’s common stock held by eachexecutive officer, director and holder of 10% or more of the outstanding common stock (as determined based on public filings) havebeen excluded in that such persons may be deemed to be affiliates. This calculation does not reflect a determination that certainpersons are affiliates of the registrant for any other purpose. As of February 24, 2026, there were 38,696,147 shares of the registrant’s common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE The registrant intends to file a definitive proxy statement pursuant to Regulation 14A within 120 days after the end of the fiscal yearended December 31, 2025. Portions of such proxy statement are incorporated by reference into Part III of this Form 10-K. ATOMERA INCORPORATED TABLE OF CONTENTS PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities20Item 6.Reserved21Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations21Item 7A.Quantitative and Qualitative Disclosures About Market Risk26Item 8.Financial Statements and Supplementary Data27Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure53Item 9A.Controls and Procedures53Item 9B.Other Information54Item 9C.Disclosure R