Atomera Inc 10-Q

Item 5. Other Information (b) On October 21, 2021, our Board of Directors, or Board, approved and adopted our First Amended and Restated Bylaws, or Amended Bylaws, of the Corporation. Among the changes in the Amended Bylaws is an advance notice requirement for any stockholder nominations or business at an annual or special meeting of stockholders, set forth in Section 1.13 of the Amended Bylaws. Pursuant to Section 1.13 of our Amended Bylaws, if you wish to bring a proposal before the stockholders or nominate a director at our 2022 annual meeting of stockholders, but you are not requesting that your proposal or nomination be included in next year’s proxy materials, you must deliver such proposal or nomination to our President or our principal executive officer at our principal place of business, in writing, not later than the close of business on February 5, 2022 nor earlier than the close of business on January 6, 2022. However, if our 2022 annual meeting of stockholders is not held between April 6, 2022 and June 5, 2022, to be timely, notice by the stockholder must be received no earlier than the close of business on the 120 th day prior to the 2022 annual meeting of stockholders and not later than the close of business on the later of the 90 th day prior to the 2022 annual meeting of stockholders or the 10 th day following the day on which public announcement of the date of the 2022 annual meeting of stockholders is first made. You are also advised to review our Amended Bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations. The person presiding over our 2022 annual meeting of stockholders may determine, if the facts warrant, that a proposal or nomination has not been properly brought before the meeting and, therefore, may not be considered at the meeting. In addition, the proxy solicited by the Board for the 2022 annual meeting of stockholders will confer discretionary voting authority with respect to (i) any proposal presented by a stockholder at that meeting for which we have not been provided with timely notice and (ii) any proposal made in accordance with our Amended Bylaws, if the 2022 annual meeting proxy statement briefly describes the matter and how management’s proxy holders intend to vote on it, and if the stockholder does not comply with the requirements of Rule 14a-4(c)(2) promulgated under the Securities Exchange Act of 1934. Item 6. Exhibits The following is a list of exhibits filed as part of this Report on Form 10-Q: Exhibit No. Description Method of filing 3.1 First Amendment and Restated Bylaws of Atomera Incorporated Incorporated by reference from Registrant’s Current Report on Form 8-K filed on October 27, 2021 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 Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) Filed electronically herewith 101.SCH Inline XBRL Taxonomy Extension Schema Document Filed electronically herewith 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document Filed electronically herewith 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document Filed electronically herewith 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document Filed electronically herewith 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Filed electronically herewith 104 Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101). Filed electronically herewith 19 SIGNATURES 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 the on the date indicated. ATOMERA INCORPORATED. Date: November 1, 2021 By: /s/ Scott A. Bibaud Scott A. Bibaud Chief Executive Officer, (Principal Executive Officer) and Director Date: November 1, 2021 By: /s/ Francis B. Laurencio Francis B. Laurencio Chief Financial Officer (Principal Financial and Accounting Officer) 20