What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-02-19 compared with 2020-03-13 · 89 added, 69 removed, 145 unchanged (52% of the section changed)

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information

Our common stock has

traded on the NASDAQ Capital Market under the symbol “ATOM,”

since November 14, 2016.

Between our IPO on August 5,

2016 and November 11, 2016, our common stock traded on the NASDAQ Capital Market under the symbol “ATMR”.

Our common stock trades

on the NASDAQ Capital Market under the symbol “ATOM”.

Holders of Record

As of March 2, 2020, there were 234 holders

of record of our common stock.

As of February 10, 2021, there were 206

holders of record of our common stock.

Dividend Policy

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business of developing, commercializing and licensing proprietary processes and technologies for the $450+ billion semiconductor

Our lead technology, named Mears Silicon Technology, or MST, is a thin film of reengineered silicon, typically 100 to

300 angstroms (or approximately 20 to 60 silicon atomic unit cells) thick.

MST can be applied as a transistor channel enhancement

to CMOS-type transistors, the most widely used transistor type in the semiconductor industry.

MST is our proprietary and patent-protected

performance enhancement technology that we believe addresses a number of key engineering challenges facing the semiconductor industry.

We believe that by incorporating MST, transistors can be smaller, with increased speed, reliability and energy efficiency.

since MST is an additive and low-cost technology, we believe it can be deployed on an industrial scale, with machines commonly

used in semiconductor manufacturing.

We believe that MST can be widely incorporated into the most common types of semiconductor

products, including analog, logic, optical and memory integrated circuits.

Our lead technology, named Mears Silicon Technology TM , or MST ®

, is a thin film of reengineered

silicon, typically 100 to 300 angstroms (or approximately 20 to 60 silicon atomic unit cells) thick.

MST can be applied as a transistor

channel enhancement to CMOS-type transistors, the most widely used transistor type in the semiconductor industry.

MST is our proprietary

and patent-protected performance enhancement technology that we believe addresses a number of key engineering challenges facing

the semiconductor industry.

We believe that by incorporating MST, transistors can be made smaller, with increased speed, reliability

and power efficiency.

In addition, since MST is an additive and low-cost technology, we believe it can be deployed on an industrial

scale, with machines commonly used in semiconductor manufacturing.

We believe that MST can be widely incorporated into the most

common types of semiconductor products, including analog, logic, optical and memory integrated circuits.

We do not intend to

design or manufacture integrated circuits directly.

Instead, we intend to develop and license technologies and processes that we

believe will offer the designers and manufacturers of integrated circuits a low-cost solution to the industry need for greater

performance and lower power consumption.

Our customers and partners are expected to include:

Instead, we develop and license technologies and processes that we believe

offer the designers and manufacturers of integrated circuits a low-cost solution to the industry’s need for greater performance

and lower power consumption.

Our customers and partners include:

foundries, which manufacture integrated circuits on behalf of fabless manufacturers;

integrated device manufacturers, or IDMs, which are the fully integrated designers and manufacturers of integrated circuits;

fabless semiconductor manufacturers, which are designers of integrated circuits who outsource the manufacture of their chips to foundries;

original equipment manufacturers, or OEMs, that manufacture the epitaxial, or EPI, machines used to deposit semiconductor layers, such as the MST film, onto the base silicon wafer;

electronic design automation companies, which make software tools used throughout the industry to simulate performance of semiconductor products using different materials, design structures and process technologies.

We generate revenue

through licensing arrangements whereby our customers pay us a license fee for their right to use MST technology in the manufacture

of silicon wafers and we intend to enter into agreements that will provide for licensees to pay us a royalty for each silicon wafer

or device that incorporates our MST technology.

We also generate revenue through engineering services provided to customer during

their evaluation of MST technology.

We were organized

as a Delaware limited liability company under the name Nanovis LLC on November 26, 2001.

On March 13, 2007, we converted to a

Delaware corporation under the name Mears Technologies, Inc.

On January 12, 2016, we changed our name to Atomera

Incorporated.

On August 10, 2016, we closed our initial public offering.

On October 15, 2018,

we closed an underwritten public offering of 2,625,000 shares of common stock at a public offering price of $4.75 per share.

received approximately $11.4 million of net proceeds after deducting underwriting discounts and commission and other estimated

offering expenses.

fabless semiconductor manufacturers, which are designers of integrated circuits that outsource the manufacture of their chips to foundries;

original equipment manufacturers, or OEMs, that manufacture the epitaxial, or EPI, machines used to deposit semiconductor layers, such as the MST film, onto the silicon wafer;

electronic design automation companies, which make tools used throughout the industry to simulate performance of semiconductor products using different materials, design structures and process technologies.

Our commercialization

strategy is to generate revenue through licensing arrangements whereby foundries, IDMs and fabless semiconductor manufacturers

pay us a license fee for their right to use MST technology in the manufacture of silicon wafers as well as a royalty for each silicon

wafer or device that incorporates our MST technology.

To date we have generated revenue from (i) licensing agreements with two

IDMs and one fabless manufacturer and (ii) engineering services provided to foundries, IDMs and fabless companies.

We were organized as

a Delaware limited liability company under the name Nanovis LLC on November 26, 2001.

On March 13, 2007, we converted to a Delaware

corporation under the name Mears Technologies, Inc.

On January 12, 2016, we changed our name to Atomera Incorporated.

On May 30, 2019, we

closed a registered direct offering of 1,675,000 shares of common stock at a price of $4.00 per share.

The Company received approximately

$6.4 million of net proceeds after deducting commissions and other offering expenses

closed a registered direct offering of 1,675,000 shares of common stock at a price of $4.00 per share, resulting in approximately

$6.4 million of net proceeds to us after deducting placement agent fees and other offering expenses.

On May 15, 2020, we

closed an underwritten public offering of 2,024,000 shares of common stock at a public offering price of $5.00 per share, resulting

in approximately $9.4 million of net proceeds to us after deducting underwriting commission and other offering expenses.

On September 2, 2020,

we entered into an Equity Distribution Agreement with Craig-Hallum Capital Group LLC, as agent, under which we may offer and sell,

from time to time at our sole discretion, shares of our common stock having an aggregate offering price of up to $25.0 million

in an “at-the-market”

or ATM offering, to or through the agent.

As of December 31, 2020, 2,206,895 shares had been

sold at an average price per share of approximately $11.22, resulting in approximately $24.0 million of net proceeds to us after

deducting commissions and other offering expenses.

Results of Operations for the Years

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The increase in research and development expense is primarily due to an increase

of approximately $280,000 stock-based compensation expense and approximately $96,000 in payroll related costs due to an increase

in headcount.

of approximately $309,000 stock-based compensation expense and approximately $510,000 in payroll related costs due to headcount

These increases in expenses were offset by an approximately $216,000 decrease in travel costs as a result of halting travel

due to the COVID-19 pandemic.

General and administrative

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approximately $5.6 million and $5.2 million, respectively, representing an increase of approximately $421,000 or 8%.

is costs was primarily due to an increase of approximately $218,000 in stock compensation expense and an increase of approximately

$42,000 in professional fees related to legal and patent fees.

is costs was primarily due to an increase in professional fees related to legal and patent fees.

Selling and marketing

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Selling and marketing expenses for the years ended December 31, 2020 and 2019 were

approximately $954,000 and $957,000, respectively, representing a decrease of approximately $3,000.

approximately $921,000 and $954,000, respectively, representing a decrease of approximately $33,000 or 4%.

The decrease in primarily

due to a decrease in travel offset by increase in consulting fees.

Interest income.

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income for each period related to interest earned on our cash and cash equivalents.

Interest income for each period related to

interest earned on our cash and cash equivalents.

Interest rates continued to fall during 2020 and while our cash balance grew

substantially in 2020, this was heavily weighted to the end of the year due to the timing of our at-the-market equity financing.

Liquidity and Capital Resources

In October 2018, we

closed an underwritten public offering of 2,625,000 shares of our common stock at a public offering price of $4.75 per share, pursuant

to our Registration Statement on Form S-3.

We received approximately $11.4 million of net proceeds, after deducting underwriting

discounts and commissions and other estimate offering expenses.

In May 2019, we closed

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Since inception, we have incurred recurring operating losses.

As of the date of this

report, we believe that our available working capital is sufficient to fund our presently forecasted working capital requirements

for, at least, the next 12 months following the date of the filing of this report.

However, the semiconductor industry is generally

slow to adopt new manufacturing process technologies and conducts long testing and qualification processes which we have limited

ability to control, and there can be no assurance of the timing of our receipt of meaningful amounts of revenue.

On May 15, 2020, we

closed an underwritten public offering of 2,024,000 shares of common stock at a public offering price of $5.00 per share, resulting

in approximately $9.4 million of net proceeds to us after deducting underwriting commission and other offering expenses.

On September 2, 2020,

we entered into an Equity Distribution Agreement with Craig-Hallum Capital Group LLC, as agent, under which we may offer and sell,

from time to time at our sole discretion, shares of our common stock having an aggregate offering price of up to $25.0 million

in an “at-the-market”

or ATM offering, to or through the agent.

As of December 31, 2020, 2,206,895 shares have been

sold at an average price per share of approximately $11.22, resulting in approximately $24.0 million of net proceeds to us after

deducting commissions and other offering expenses.

On January 5, 2021 we announced the completion of this offering after an additional

14,680 shares were sold for an average price per share of $16.97, in January 2021 resulting in additional net proceeds of approximately

We believe that our

available working capital is sufficient to fund our presently forecasted working capital requirements for, at least, the next 12

months following the date of the filing of this report.

However, the semiconductor industry is generally slow to adopt new manufacturing

process technologies and conducts long testing and qualification processes which we have limited ability to control, and there

can be no assurance of the timing of our receipt of meaningful amounts of revenue.

Our future capital

requirements and the adequacy of our available funds will depend on many factors, including our ability to successfully commercialize

its technology, competing technological and market developments, and the need to enter into collaborations with other companies

our MST technology, competing technological and market developments, and the need to enter into collaborations with other companies

or acquire technologies to enhance or complement our current offerings.

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and Financing Activities:

Net cash used

in operating activities of approximately $12.1 million for year ended December 31, 2020 resulted primarily from our net loss of

approximately $14.9 million adjusted by approximately $3.0 million for stock-based compensation expense.

Net cash used in operating

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$13.3 million adjusted by approximately $2.9 million for stock-based compensation expense.

Net cash used in operating

activities of approximately $9.8 million for year ended December 31, 2018 resulted primarily from our net loss of approximately

$12.9 million adjusted by approximately $2.4 million for stock-based compensation expense and an increase of approximately $472,000

in accrued payroll expenses.

Net cash used by investing

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of the purchase of property and equipment.

In 2020, we refurnished our offices in Los Gatos, California and also purchased lab

equipment to be used in connection with an epi tool that we plan to lease in Tempe, Arizona .

Net cash provided

by financing activities of approximately $35.3 million for the year ended December 31, 2020 related to the net proceeds from our

underwritten public offering of common stock in May 2020 and our at-the-market offering beginning in September 2020 and continuing

through the end of 2020.

Net cash provided by

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direct offering in May 2019.

Net cash provided by

financing activities of approximately $11.4 million for the year ended December 31, 2018 related to the net proceeds from our public

offering in October 2018.

Off-Balance Sheet Arrangements

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity