Current Report Filing (8-k)
October 27 2021 - 4:03PM
Edgar (US Regulatory)
0001420520
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12/31
0001420520
2021-10-21
2021-10-21
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or
15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
October 21, 2021
ATOMERA INCORPORATED
(Exact Name of Registrant
as Specified in Its Charter)
Delaware
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001-37850
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30-0509586
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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750 University Avenue,
Suite 280
Los Gatos, California
95032
(Address of principal executive
offices)
(408) 442-5248
(Registrant’s telephone
number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant
to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock: Par value $0.001
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ATOM
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NASDAQ Global Market
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Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On October
21, 2021, our Board of Directors approved and adopted our First 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 1.13 of the Amended Bylaws provides for
advance notice requirements for any stockholder nominations or business at an annual or special meeting of stockholders. The advance
notice requirements of Section 1.13 set forth a 30-day window (generally no later than the 90th day and no earlier than the
120th day of the anniversary of the last annual meeting) during which stockholders can submit nominations and business to be
acted upon at an annual or special meeting of stockholders, along with certain requirements and restrictions on such matters.
Section 1.11 of the Amended Bylaws allows for
action required or permitted to be taken an at annual or special meeting of stockholders to be taken by majority written consent of the
stockholders, except as may be prohibited by the Corporation’s certificate of incorporation.
The Amended Bylaws have been filed as Exhibit
3.1 to this report.
Item 9.01 Financial Statements and Exhibits
The following exhibits are filed with this report:
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.
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ATOMERA INCORPORATED
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Dated: October 27, 2021
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/s/ Francis B. Laurencio
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Francis B. Laurencio, Chief Financial Officer
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