UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Item 5.03 Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On February 5, 2026, our Board of Directors approved and adopted our Second Amended and Restated Bylaws (“Amended Bylaws”) of the Corporation. The Amended Bylaws include several revisions to reflect recent changes in the Delaware General Corporation Law, none of which materially impact the disclosures we have made concerning our former bylaws in our registration statements, prospectuses and reports filed with the SEC, except as follows.
| · | Section 1.6 of the Amended Bylaws reduces the quorum required for an annual or special meeting of stockholders from a majorit of the voting shares outstanding to 1/3 of the voting shares outstanding; and |
| · | Section 1.9 of the Amended Bylaws changes the voting requirement at any duly convened stockholder meeting to require that, except as required by law, regulation of our charter documents, any matter other than the election of directors shall require the approval of the holders of a majority of votes cast with respect to such matter, with abstentions and broker non-votes with respect to such matter treated as votes not counted as for or against such matter. Section 1.9 of our former bylaws provided that, except as required by law, regulation of our charter documents, any matter other than the election of directors shall require the approval of the holders of a majority of the voting power of the shares of stock entitled to vote on such matter that are present in person or by proxy, and was silent with respect to the treatment of abstentions and broker non-votes. |
The Amended Bylaws have been filed as Exhibit 3.1 to this report.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits | Method Filing |
The following exhibits are filed with this report:
| 3.1 |
Second Amended and Restated Bylaws of Atomera Incorporated
|
Filed Electronically herewith |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | Filed Electronically herewith |
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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, hereunto duly authorized.
| ATOMERA INCORPORATED | ||
| Dated: February 11, 2026 | /s/ Francis B. Laurencio | |
Francis B. Laurencio, Chief Financial Officer |
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