Atomera Inc 10-K

Item 9A. Controls and Procedures (a) Evaluation of Disclosure Controls and Procedures . Our management, with the participation of our chief executive officer and chief financial officer evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon that evaluation, our management, including our chief executive officer and chief financial officer, concluded that our disclosure controls and procedures were effective as of December 31, 2020 in ensuring all material information required to be filed has been made known in a timely manner. (b) Changes in internal control over financial reporting. There were no changes to our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act that occurred during the quarter ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. (c) Management’s report on internal controls over financial reporting. Our management is responsible for establishing and maintaining adequate internal controls over financial reporting, as defined under Rule 15a-15(f) under the Exchange Act. Our management has assessed the effectiveness of our internal controls over financial reporting as of December 31, 2020 based on the framework established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (“COSO”). Our internal control system was designed to provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation of published financial statements. An internal control material weakness is a significant deficiency, or aggregation of deficiencies, that does not reduce to a relatively low level the risk that material misstatements in financial statements will be prevented or detected on a timely basis by employees in the normal course of their work. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2020, and based on that evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2020. This report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Annual Report. Item 9B. Other Information Not applicable. 40 PART III The information required by Part III is omitted from this report because we will file a definitive proxy statement within 120 days after the end of our 2020 fiscal year pursuant to Regulation 14A for our 2021 Annual Meeting of Stockholders, or the 2021 Proxy Statement, and the information to be included in the 2021 Proxy Statement is incorporated herein by reference. Item 10. Directors, Executive Officers and Corporate Governance The information required under this item will be contained in the 2021 Proxy Statement and is hereby incorporated by reference. Item 11. Executive Compensation The information required under this item will be contained in the 2021 Proxy Statement and is hereby incorporated by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters The information required under this item will be contained in the 2021 Proxy Statement and is hereby incorporated by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required under this item will be contained in the 2021 Proxy Statement and is hereby incorporated by reference. Item 14. Principal Accountant Fees and Services The information required under this item will be contained in the 2021 Proxy Statement and is hereby incorporated by reference. 41 PART IV Item 15. Exhibits and Financial Statement Schedules (a) Financial Statements (1) Financial statements for our company are listed in the index under Item 8 of this document (2) All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto. Exhibit No. Description Method of Filing 3.1 Amended and Restated Certificate of Incorporation of the Registrant Incorporated by reference from the Registrant’s Registration Statement on Form S-1 filed on June 30, 2016. 3.2 Amended and Restated Bylaws of the Registrant Incorporated by reference from the Registrant’s Registration Statement on Form S-1 filed on June 30, 2016. 3.3 Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant Incorporated by reference from the Registrant’s Registration Statement on Form S-1 filed on June 30, 2016. 3.4 Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant Incorporated by reference from the Registrant’s Registration Statement on Form S-1 filed on June 30, 2016. 4.1 Warrant dated August 10, 2016 issued to National Securities Corporation Incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q filed on September 19, 2016. 4.2 Description of Capital Stock Filed electronically herewith 10.1 Assignment of Patent Rights dated April 3, 2009 between Dr. Robert Mears and the Registrant Incorporated by reference from the Registrant’s Registration Statement on Form S-1 filed on June 30, 2016. 10.2+ 2007 Stock Incentive Plan Incorporated by reference from the Registrant’s Registration Statement on Form S-1 filed on June 30, 2016. 10.3 Exclusive License and Collaboration Agreement dated March 3, 2010 between K2 Energy Limited and the Registrant Incorporated by reference from the Registrant’s Registration Statement on Form S-1 filed on June 30, 2016. 10.4 Letter Agreement dated June 6, 2014 between K2 Energy Limited and the Registrant Incorporated by reference from the Registrant’s Registration Statement on Form S-1 filed on June 30, 2016. 42 10.5 Lease Agreement dated January 19, 2016 between 750 University, LLC and the Registrant Incorporated by reference from the Registrant’s Registration Statement on Form S-1 filed on June 30, 2016. 10.6+ Form of Restricted Stock Agreement Incorporated by reference from the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 filed on July 29, 2016 10.7+ Atomera Incorporated 2017 Stock Incentive Plan Incorporated by reference from the Registrant’s Definitive Proxy Statement filed on April 10, 2017. 10.8 First Amendment to Lease Agreement dated January 19, 2016 between 750 University, LLC and the Registrant Incorporated by reference from the Registrant’s Form 10-K filed on March 6, 2018. 10.9+ Employment Agreement dated January 26, 2021 between Scott Bibaud and the Registrant Filed electronically herewith 10.10+ Employment Agreement dated January 26, 2021 between Frank Laurencio and the Registrant Filed electronically herewith. 10.11+ Employment Agreement dated January 26, 2021 between Dr. Robert Mears and the Registrant Filed electronically herewith 10.12+ Employment Agreement dated January 26, 2021 between Erwin Trautmann and the Registrant Filed electronically herewith. 10.13 Second Amendment to Lease Agreement dated January 19, 2016 between 750 University, LLC and the Registrant Filed electronically herewith. 21.1 List of Subsidiaries Incorporated by reference from the Registrant’s Registration Statement on Form S-1 filed on June 30, 2016. 23.1 Consent of Marcum LLP, Independent Registered Public Accounting Firm Filed electronically herewith 31.1 Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed electronically herewith 31.2 Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed electronically herewith 32.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350). Filed electronically herewith 101.INS XBRL Instance Document Filed electronically herewith 101.SCH XBRL Taxonomy Extension Schema Document Filed electronically herewith 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document Filed electronically herewith 101.LAB XBRL Taxonomy Extension Label Linkbase Document Filed electronically herewith 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document Filed electronically herewith 101.DEF XBRL Taxonomy Extension Definition Linkbase Document Filed electronically herewith + Indicated management compensatory plan, contract or arrangement. 43 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ATOMERA INCORPORATED. Date: February 19, 2021 By: /s/ Scott A. Bibaud Scott A. Bibaud Chief Executive Officer, (Principal Executive Officer) and Director Date: February 19, 2021 By: /s/ Francis B. Laurencio Francis B. Laurencio Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Scott A. Bibaud Chief Executive Officer and Director February 19, 2021 Scott A. Bibaud (Principal Executive Officer) /s/ John D. Gerber Director and Chairman February 19, 2021 John Gerber /s/ Erwin Trautmann Executive Vice President of Strategic February 19, 2021 Erwin Trautmann Business Development and Director /s/ Rolf Stadheim Director February 19, 2021 Rolf Stadheim /s/ C. Rinn Cleavelin Director February 19, 2021 C. Rinn Cleavelin, Ph.D. /s/ Steven K. Shevick Director February 19, 2021 Steven K. Shevick /s/ Duy-Loan Le Director February 19, 2021 Duy-Loan Le 44