What changed in this filing

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Item 1. Business

2022-02-15 compared with 2021-02-19 · 444 added, 417 removed, 56 unchanged (94% of the section changed)

Company Overview

We are engaged in the

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

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 smaller, with increased speed, reliability

and energy efficiency.

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

scale, with equipment commonly used in semiconductor manufacturing.

We believe that MST can improve existing products due to the

physical properties of the film and can also enable customers to design products with performance, power and scaling characteristics

that are not possible using their current process technologies.

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 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.

We are engaged in the business

of developing, commercializing and licensing proprietary materials, processes and technologies for the $550+ billion semiconductor industry.

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 smaller, with increased speed, reliability and energy efficiency.

MST is an additive

and low-cost technology that we believe semiconductor manufacturers can deploy on an industrial scale, with equipment commonly used in

their facilities.

We believe that MST can improve existing products due to the physical properties of the film and can also enable customers

to design products with performance, power and scaling characteristics that are not possible using their current process technologies.

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 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:

4 unchanged sentences

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

We currently generate

revenue through licensing arrangements whereby our customers initially pay us a fee for an integration license that provides them

the right to use MST technology in the manufacture of silicon wafers for internal testing and sampling.

Our goal is for each integration

license agreement to be the first of a three-stage licensing process with the customer, with the first integration stage to be

followed by one or more agreements granting them manufacturing and distribution licenses (the second and third stages, respectively).

We expect that agreements granting manufacturing and distribution licenses will provide for substantially larger upfront license

fee payments than the integration licenses and distribution agreements will require licensees to make royalty payments to us based

on the number and sales price of MST-enabled products they sell to their customers.

We also generate revenue through engineering

services provided to customers during their evaluation of MST technology.

Starting in 2019,

we began to develop deeper relationships with several large potential customers who were evaluating MST across multiple manufacturing

processes and product lines.

Accordingly, we have begun proposing an engagement format called a joint development agreement, or

JDA, to certain customers.

We expect that JDAs will be customized to a particular customer’s goals but that generally they

will include development, manufacturing and licensing components.

In January 2021 we

entered into a JDA with a leading semiconductor provider for integration of our MST technology into their manufacturing process.

The JDA includes the grant of an upfront, paid manufacturing license allowing the customer to install the recipe for our MST film

into a tool in their fab and to fabricate semiconductor wafers incorporating MST for use in their products, as well as development

milestones that, if achieved, could result in additional revenue to Atomera.

We currently generate revenue

through licensing arrangements whereby our customers initially pay us a fee for an integration license that provides them the right to

use MST technology in the manufacture of silicon wafers for internal testing and sampling.

Our goal is for each integration license to

be the first of a three-stage licensing process with the customer, with the first integration stage to be followed by one or more agreements

granting them manufacturing and distribution licenses.

Out manufacturing license grants our customer rights to manufacture MST-enabled

products for internal use only and the grant typically occurs when we deliver our MST film recipe to the customer.

A distribution license

grants the customer the rights to manufacture and sell products utilizing MST.

We expect that agreements granting manufacturing and distribution

licenses will provide for substantially larger upfront license fee payments than the integration licenses, and distribution agreements

will require licensees to make royalty payments to us based on the number and sales price of MST-enabled products they sell to their customers.

We also generate revenue through engineering services provided to customers during their evaluation of MST technology.

In December 2020,

we released MSTcad which enables customers to simulate the effects of MST on their products using Synopsys, Inc.’s technology computer-aided

design, or TCAD, software.

Starting in 2019, we began

to develop deeper relationships with several large potential customers who were evaluating MST across multiple manufacturing processes

and product lines.

Accordingly, we have begun proposing an engagement format called a joint development agreement, or JDA, to certain

We expect that JDAs will be customized to a particular customer’s goals but that generally they will include development,

technology transfer, manufacturing and licensing components.

In January 2021, we entered

into a JDA with a leading semiconductor provider for integration of our MST technology into their manufacturing process.

The JDA includes

the grant of an upfront, paid manufacturing license that allows the customer to install the recipe for our MST film into a tool in their

fab and to fabricate semiconductor wafers incorporating MST for internal use.

This JDA also includes development milestones that, if achieved,

would result in additional revenue to Atomera.

In February 2022, we successfully

achieved all these development milestones which entitles us to additional revenue.

Although this JDA does not confer commercial distribution

rights, we believe that successful execution would be a significant step toward commercialization and provide opportunities for

additional license revenues and potential royalty streams from one or more of our customer’s multiple production lines.

rights, we believe that successful achievement of the JDA milestones is a significant step toward commercialization, as it should facilitate

progress toward integrating MST into one or more of our customer’s multiple production lines and thus provide opportunities for

additional license revenues and potential royalty streams.

In September and October 2018,

2018, respectively, we entered into separate integration license agreements with Asahi Kasei Microdevices, or AKM, and STMicroelectronics,

or ST, both of which are leading IDMs.

In October 2019, we entered into an integration license agreement with a leading fabless

RF semiconductor provider.

Under the integration license agreements, these customers have each agreed to pay us for the right to

evaluate MST technology which is integrated onto their semiconductor wafers.

We deposit MST onto the customers’

the customer has the right under the license agreement to complete the manufacturing process which enables them to evaluate our

These agreements do not grant the customer the right to deposit MST at their site or to sell products incorporating

We believe the initial

application of our MST will be for CMOS integrated circuits, the most widely used type of integrated circuits in the semiconductor

As applied to CMOS-type transistors, MST functions as a transistor channel enhancement.

We believe MST has the potential

to overcome the key challenges found in the implementation of next generation nano-scale semiconductor devices incorporating CMOS

type transistors, namely enhancing drive current, reducing gate leakage and reducing variability.

In addition, we believe that

MST has the potential to deliver these benefits through a single technology that requires relatively minor modifications to the

industry standard CMOS manufacturing flow.

Consequently, we believe that by incorporating MST, designers can make transistors with

increased speed, reliability and energy efficiency, without significantly altering the current fabrication process or cost of production.

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.

respectively, we entered into separate integration license agreements with Asahi Kasei Microdevices, or AKM, and STMicroelectronics, or

ST, both of which are leading IDMs.

In October 2019, we entered into an integration license agreement with a leading fabless RF semiconductor

In February 2022, we entered into an integration license agreement with a semiconductor foundry.

Under the integration license

agreements, these customers have paid us for the right to evaluate MST technology, which is integrated onto their semiconductor wafers.

We deposit MST onto the customers’ wafers and the customer has the right under the license agreement to complete the manufacturing

process, which enables them to evaluate our technology and to provide limited samples to their customers.

These agreements do not grant

our customers the right to deposit MST at their site or to sell products incorporating MST.

To date, initial application

of our MST technology has been for power devices, RFSOI devices and advanced CMOS integrated circuits.

CMOS integrated circuits are the

most widely used type of integrated circuits in the semiconductor industry.

As applied to CMOS-type transistors, MST functions as a transistor

channel enhancement.

We believe MST has the potential to overcome the key challenges found in the implementation of next generation nano-scale

semiconductor devices incorporating CMOS type transistors, namely enhancing drive current, reducing gate leakage and reducing variability.

In addition, we believe that MST has the potential to deliver these benefits through a single technology that requires relatively minor

modifications to the industry-standard CMOS manufacturing flow.

Consequently, we believe that by incorporating MST, designers can make

transistors with increased speed, reliability and energy efficiency, without significantly altering the current fabrication process or

cost of production.

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.

our common stock are listed on the NASDAQ Capital Market under the symbol “ATOM”.

Shares of our common stock are listed

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

Industry Overview

Semiconductors, Generally

Recent years have

seen a remarkable proliferation of consumer and commercial products, especially in wireless, automotive and mobile electronic

The growth of the Internet and cloud computing has provided people with new ways to create, store and share information.

At the same time, the increasing use of electronics in cars, buildings, appliances and other consumer products is creating a broad

landscape of “smart”

devices and the evolution of wearable technologies and The Internet of Things.

Due to the popularity

of mobile devices and other electronic products, there is increasing demand for integrated circuits and systems with greater functionality

and performance, reduced size, and much less power consumption as key requirements.

During 2020, the global COVID-19 pandemic

accelerated trends toward remote work, cloud computing and mobile devices.

These trends coincided with the rollout of 5G cellular

networks and 5G-enable devices.

These developments

depend, in large part, on integrated circuits, or microchips, which are sets of electronic circuits on a single chip of semiconductor

material, normally silicon.

It is common for a single semiconductor chip to combine many components (processor, communications,

memory, custom logic, input/output) resulting in highly complex chip designs.

Transistors are the building blocks of integrated

circuits and the most complex semiconductor chips today contain more than a billion transistors, each of which may have features

that are much less than 1/1,000 th the diameter of a human hair.

The most widely used

transistors in semiconductor chips today are based on CMOS technology.

Among its many attributes, CMOS allows for a higher density

of transistors on a chip and lower power usage than non-CMOS technologies.

Recent years have seen a remarkable

proliferation of consumer and commercial products, especially in wireless, automotive and high-speed devices.

Cloud computing and artificial

intelligence technologies have provided people with new ways to create, store and share information.

At the same time, the increasing

use of electronics in cars, buildings, appliances and other consumer products is creating a broad landscape of “smart” devices

such as wearable technologies and The Internet of Things.

These trends in both enterprise and consumer applications are driving increasing

demand for integrated circuits and systems with greater functionality and performance, reduced size, and much less power consumption as

key requirements.

During 2020 and 2021, the global COVID-19 pandemic accelerated trends toward remote work, cloud computing and mobile

These trends coincided with the rollout of 5G cellular networks and 5G-enabled devices, growing popularity of augmented and virtual

reality technologies and the growth in popularity of cryptocurrencies, all of which require high levels of processing power.

These developments depend,

in large part, on integrated circuits, or microchips, which are sets of electronic circuits on a single chip of semiconductor material,

normally silicon.

It is common for a single semiconductor chip to combine many components (processor, communications, memory, custom logic,

input/output) resulting in highly complex chip designs.

Transistors are the building blocks of integrated circuits and the most complex

semiconductor chips today contain more than a billion transistors, each of which may have features that are much less than 1/1,000 th

the diameter of a human hair.

The most widely used transistors

in semiconductor chips today are based on CMOS technology.

Among its many attributes, CMOS allows for a higher density of transistors

on a chip and lower power usage than non-CMOS technologies.

The Pursuit of Increased Semiconductor Performance

For years, the semiconductor

industry was able to almost double the number of transistors it could pack into a single microchip about every two years, a rate

of improvement commonly known as “Moore’s Law.”

The semiconductor industry uses the term “node”

describe the minimum line width or geometry on a semiconductor chip, expressed in nanometers, or nm, for today’s technologies.

Historically, the smaller the node, the smaller the transistors and the more closely they are packed together, producing chips

that are denser and thus less costly on a per-transistor basis.

Frequently, smaller nodes also correspond to an improvement in

chip performance, making them the mile markers of Moore’s Law, with each node marking a new generation of chip-manufacturing

Until recently, the

industry succeeded at maintaining the rate of improvement predicted by Moore’s Law by scaling the key transistor parameters,

such as shrinking feature sizes and reducing operating voltages, thereby allowing more transistors to be packed onto a single microchip.

This trend was facilitated in large part by the development of CMOS technologies.

However, a discontinuity in the rate of improvement

delivered by scaling appeared when transistor technology reached feature sizes below 100 nanometers.

The industry responded with

advanced materials to supplement the ongoing geometry shrinks.

Some of those materials advances included strained silicon, Silicon-on-Insulator

and High-K/Metal Gate.

industry was able to almost double the number of transistors it could pack into a single microchip about every two years, a rate of improvement

commonly known as “Moore’s Law.” The semiconductor industry uses the term “node” to describe the minimum

line width or geometry on a semiconductor chip, expressed in nanometers, or nm, for today’s technologies.

Historically, the smaller

the node, the smaller the transistors and the more closely they are packed together, producing chips that are denser and thus less costly

on a per-transistor basis.

Frequently, smaller nodes also correspond to an improvement in chip performance, making them the mile markers

of Moore’s Law, with each node marking a new generation of chip-manufacturing technology.

Until recently, the industry

succeeded at maintaining the rate of improvement predicted by Moore’s Law by scaling the key transistor parameters, such as shrinking

feature sizes and reducing operating voltages, thereby allowing more transistors to be packed onto a single microchip.

This trend was

facilitated in large part by the development of CMOS technologies.

However, a discontinuity in the rate of improvement delivered by scaling

appeared when transistor technology reached feature sizes below 100 nanometers.

The industry responded with advanced materials to supplement

the ongoing geometry shrinks.

Some of those materials advances included strained silicon, Silicon-on-Insulator and High-K/Metal Gate.

Semiconductor

makers also attempted to obtain performance improvements through more exotic design architectures which frequently required material innovations

to support their manufacturability and reliability.

The designers and manufacturers

of integrated circuits and systems —

our targeted customers —

are facing intense pressure to deliver innovative products

at ever shorter times-to-market, as well as at lower prices.

In other words, innovation in chip and system design today often hinges

on “better, sooner and cheaper.”

We believe that the semiconductor industry has accepted that moving forward in the

nano-era will require adoption of new innovations that extend the scaling formula, including those based on the use of new engineered

materials, a market opportunity our MST technology seeks to address.

Because shrinking geometries at the smaller nodes incurs higher

capital and manufacturing costs, only a limited number of companies can afford to continue investing in those nodes.

these constraints will cause semiconductor designers and manufacturers to turn to engineered materials, like MST, to solve this

of integrated circuits and systems — our targeted customers — are facing intense pressure to deliver innovative products at

ever shorter times-to-market, as well as at lower prices.

In other words, innovation in chip and system design today often hinges on “better,

sooner and cheaper.” We believe that the semiconductor industry has accepted that moving forward in the nano-era will require adoption

of new innovations that extend the scaling formula, including those based on the use of new engineered materials, a market opportunity

our MST technology seeks to address.

Because shrinking geometries at the smaller nodes incurs higher capital and manufacturing costs,

only a limited number of companies can afford to continue investing in those nodes.

We believe these constraints will cause semiconductor

designers and manufacturers to turn to engineered materials, like MST, to solve this problem.

Vertical Disaggregation of the Industry

In trying to keep research

and development costs manageable, while attempting to satisfy the demand for increasingly complex semiconductors, certain designers

and manufacturers of integrated circuits have transitioned to a more open innovation model in which competing companies and third-party

providers actively collaborate to address performance issues through various alliances, joint ventures, and licensing of externally

developed technology.

Historically, most

semiconductor companies were vertically integrated.

They designed, fabricated, packaged and tested their semiconductors using internally

developed software design tools and manufacturing processes and equipment.

As the cost and skills required for designing and manufacturing

complex semiconductors have increased, the semiconductor industry has become disaggregated, with companies concentrating on one

or more individual stages of the semiconductor development and production process.

This disaggregation has fueled the growth of

fabless semiconductor companies, design tool vendors, semiconductor equipment manufacturers, third-party semiconductor manufacturers

(or foundries), semiconductor assembly, package and test companies, and intellectual property companies that develop and license

technology to others.

While specialization

has enabled greater development and manufacturing efficiency, it has also created an opportunity for licensing companies, such

as Atomera, that develop and license technology to meet fundamental, industry-wide challenges.

These intellectual property companies

have been able to gain broad adoption of their technology throughout the industry by working with companies within the semiconductor

supply chain to evaluate and integrate their technology.

Manufacturers and designers of semiconductors increasingly find it more

cost-effective to license technologies from IP-based companies than to develop processes internally that are not their core competence.

We believe this collaboration and integration of externally developed IP benefits semiconductor companies by enabling them to

bring new technology to market faster and more cost-effectively.

Our Initial Application of Mears Silicon Technology

The initial application

of our MST will be for CMOS integrated circuits, the most widely used type of integrated circuits in the semiconductor industry.

As applied to CMOS-type transistors, MST functions as a transistor channel enhancement.

We believe MST has the potential to overcome

the key challenges found in the implementation of next generation nano-scale semiconductor devices incorporating CMOS-type transistors,

namely enhancing drive current, reducing gate leakage and reducing variability.

In addition, we believe that MST has the potential

to deliver these benefits through a single technology that requires relatively minor modifications to the industry standard CMOS

manufacturing flow.

and development costs manageable, while attempting to satisfy the demand for increasingly complex semiconductors, certain designers and

manufacturers of integrated circuits have transitioned to a more open innovation model in which competing companies and third-party providers

actively collaborate to address performance issues through various alliances, joint ventures, and licensing of externally developed technology.

Historically, most semiconductor

companies were vertically integrated.

They designed, fabricated, packaged and tested their semiconductors using internally developed software

design tools and manufacturing processes and equipment.

As the cost and skills required for designing and manufacturing complex semiconductors

have increased, the semiconductor industry has become disaggregated, with companies concentrating on one or more individual stages of

the semiconductor development and production process.

This disaggregation has fueled the growth of fabless semiconductor companies, design

tool vendors, semiconductor equipment manufacturers, third-party semiconductor manufacturers (or foundries), semiconductor assembly, package

and test companies, and intellectual property companies that develop and license technology to others.

While specialization has enabled

greater development and manufacturing efficiency, it has also created an opportunity for licensing companies, such as Atomera, that develop

and license technology to meet fundamental, industry-wide challenges.

These intellectual property companies have been able to gain broad

adoption of their technology throughout the industry by working with companies within the semiconductor supply chain to evaluate and integrate

their technology.

Manufacturers and designers of semiconductors increasingly find it more cost-effective to license technologies from

IP-based companies than to develop processes internally that are not their core competence.

We believe this collaboration and integration

of externally-developed IP benefits semiconductor companies by enabling them to bring new technology to market faster and more cost-effectively.

Applications of Mears Silicon Technology

The initial applications of

MST are for power devices, RFSOI devices and advanced CMOS integrated circuits.

In November 2021 we announced the release of MST-SP, which

is a type of MST-enabled power device that offers what we believe to be industry-leading on-resistance (also referred to as Rsp) and reduced

footprint (enabling smaller devices).

We believe that the MST-SP devices will have immediate application in power management integrated

circuits (or PMICs) which are pervasive in hand-held, battery-powered devices and elsewhere.

We also believe that insertion of MST can

provide higher current and improved control of dopants, leading to improved device scaling.

We believe MST has the potential

to overcome the key challenges found in the implementation of next generation nano-scale semiconductor devices incorporating CMOS-type

transistors, namely enhancing drive current, reducing gate leakage and reducing variability.

In addition, we believe that MST has the

potential to deliver these benefits through a single technology that requires relatively minor modifications to the industry standard

CMOS manufacturing flow.

Consequently, we believe that by incorporating MST, designers can make transistors with increased speed, reliability

and energy efficiency, without significantly altering the current fabrication process or cost of production.

As illustrated by the

accompanying diagram, MST is a “silicon-on-silicon”

solution that provides multiple potential benefits through a relatively

simple modification to the standard CMOS manufacturing flow.

MST improvements are delivered through our proprietary and patent-protected

silicon band engineering approach that is based on the quantum mechanics of modern deep sub-micron devices.

The MST film creates

channels that allow electrons to flow more freely in the plane of the transistor, thereby enhancing drive current, while reducing

electron flow or “leakage”

in the transverse direction.

Our MST film can also create more controlled doping profiles,

which allow dopants to be held in the desired locations, thereby enabling optimized device designs, reducing variability and improving

production yield.

As illustrated by the accompanying

diagram, MST is a “silicon-on-silicon” solution that provides multiple potential benefits through a relatively simple modification

to the standard CMOS manufacturing flow.

MST improvements are delivered through our proprietary and patent-protected approach that is

based on the quantum mechanics of modern deep sub-micron devices.

The MST film allows carriers (electrons and holes) to flow more freely

in the plane of the transistor, thereby enhancing drive current, while reducing carrier flow or “leakage” in the transverse

Our MST film can also create more controlled doping profiles, which allow dopants to be held in the desired locations, thereby

enabling optimized device designs, lower variability and improved production yield.

We believe the enhancements

enabled by MST, as demonstrated in simulations and on our own and our customers’

test chips, are approximately equivalent

to the enhancements enabled by one-half to a full node of improvement and, therefore, can extend the productive life of capital

equipment and wafer fabrication facilities.

enabled by MST, as demonstrated in simulations and on our own and our customers’ test chips, are approximately equivalent to the

enhancements enabled by one-half to a full node of improvement and, therefore, can extend the productive life of capital equipment and

wafer fabrication facilities.

The extent of MST-enabled enhancement depends on the device technology and application.

We believe that MST compares favorably to other alternatives for enhancing performance of CMOS-type transistors as follows:

Strained Silicon and Silicon-on-Insulator, or SOI :

Unlike strained silicon or SOI, we believe that MST delivers multiple benefits in a single film in a cost-effective manner, including enhanced transistor drive current, reduced leakage, and reduced variability.

Also, strained silicon tends to lose much of its effectiveness below 45nm, constraining its scalability, while the MST thin-film approach is expected to be scalable below 22nm.

Based on our own research and development and third-party evaluations, we believe that MST can deliver improved cost-benefit performance, in most cases in an additive manner, compared to already successful strain technologies, such as dual stress liners and SiGe.

Work with our foundry partners and fabless licensee shows potential for additive improvements on specialized SOI wafers used by radio frequency, or RF, providers, which are also referred to as RFSOI wafers.

We believe that

MST compares favorably to other alternatives for enhancing performance of CMOS-type transistors as follows:

Strained Silicon and

Silicon-on-Insulator, or SOI :

Unlike strained silicon or SOI, we believe that MST delivers multiple benefits in a single film in

a cost-effective manner, including enhanced transistor drive current, reduced leakage, and reduced variability.

Also, strained

silicon tends to lose much of its effectiveness below 45nm, constraining its scalability, while our results to date indicate that

the MST thin-film approach is scalable to the leading-edge nodes used for three-dimensional transistor devices using FinFET and

“gate-all-around” structures.

Based on our own research and development and third-party evaluations, we believe that MST

can deliver improved cost-benefit performance, in most cases in an additive manner, compared to already successful strain

technologies, such as dual stress liners and SiGe.

Work with our foundry partners and fabless licensee shows potential for additive

improvements on specialized SOI wafers used to manufacture radio frequency, or RF, devices, which are also referred to as RFSOI

High-K/Metal Gate, or HKMG :

Unlike HKMG, MST is silicon-based.

As a “silicon-on-silicon”

solution, MST does not require new materials or equipment, which in our opinion makes it much easier and less costly to adopt than HKMG for devices not requiring ultrathin gate dielectrics.

For devices with HKMG, lab tests and simulations indicate that MST benefits transistor performance and variability in a similar manner to that observed in non-HKMG devices.

As a “silicon-on-silicon” solution, MST does not require new materials or equipment, which in our opinion makes it much easier and less costly to adopt than HKMG for devices not requiring ultrathin gate dielectrics.

For devices with HKMG, lab tests and simulations indicate that MST benefits transistor performance and variability in a similar manner to the benefits observed in non-HKMG devices.

Testing conducted with our university research partners indicates that MST has the potential to provide additive performance benefits in devices using HKMG.

Because of its physical

characteristics in the channel region of the transistor, we believe MST has the further benefit of being complementary and additive

to the performance-enhancing technologies noted above, making MST broadly applicable across multiple devices and process flows

to meet a wide variety of customer design objectives.

Given the costs of moving to more advanced technologies, we believe one

of the most compelling aspects of MST is its cost/benefit profile.

We believe that MST will provide a lower cost of production

due to our technology’s potential to reduce die size while leveraging existing manufacturing tools, thereby providing chip

makers with increased performance at all process nodes with significantly fewer disruptions to manufacturing processes and less

incremental cost than other advanced technologies.

We believe MST can

improve transistor performance in a variety of device types including microprocessors;

Because of its physical characteristics

in the channel region of the transistor, we believe MST has the further benefit of being complementary and additive to the performance-enhancing

technologies noted above, making MST broadly applicable across multiple devices and process flows to meet a wide variety of customer design

Given the costs of moving to more advanced technologies, we believe one of the most compelling aspects of MST is its cost/benefit

We believe that MST will provide a lower cost of production due to our technology’s potential to reduce die size while

leveraging existing manufacturing tools, thereby providing chip makers with increased performance at all process nodes with significantly

fewer disruptions to manufacturing processes and less incremental cost than other advanced technologies.

We believe MST can improve

transistor performance in a variety of device types including microprocessors;

logic products;

analog, RF, and mixed-signal

as well as DRAM, SRAM, and other memory integrated circuits.

We have therefore developed different MST product options

that can be applied to the critical industry segments and technology nodes.

As of the date of this Annual Report, we have done

technology simulation work with universities and leading industry players at nodes from 180nm to 5nm.

We have also simulated devices

with leading industry research facilities and built and electrically verified test chips using MST in customer manufacturing facilities

which have produced results that demonstrate many of the benefits described above.

analog, RF, and mixed-signal devices;

well as DRAM, SRAM, and other memory integrated circuits.

We have therefore developed different MST product options that can be applied

to the critical industry segments and technology nodes.

As of the date of this Annual Report, we have done technology simulation work

with universities and leading industry players at nodes from 180nm to 5nm.

We have also simulated devices with leading industry research

facilities and built and electrically verified test chips using MST in customer manufacturing facilities which have produced results that

demonstrate many of the benefits described above.

Development Partnerships

TSI Semiconductors.

In January 2017, we announced an agreement with TSI Semiconductors America LLC to provide us with engineering services in their

semiconductor manufacturing facility in California.

By running tests in TSI Semiconductor's facility, which we utilize to run tests

on a contract basis, we are able to build and test devices that incorporate MST much more quickly than when we test in our potential

customers' facilities.

We believe this arrangement enables faster product development, test, and integration, and should accelerate

our time to market.

March 2017, we announced our collaboration with Synopsys, Inc., provider of the most broadly used technology computer-aided design,

or TCAD, simulation software in the semiconductor industry.

Synopsys’

software now supports modeling of MST, which enables

semiconductor manufacturers and designers to model the interaction of MST with other process steps.

In December 2020, we announced

availability of our MSTcad TM V1.0 software tool which runs on Synopsys’

Sentaurus TCAD software and enables semiconductor

engineers to simulate the benefits of integrating MST in a variety of devices.

We believe these capabilities are helping us focus

integration efforts for potential customers more quickly on those areas most likely to deliver benefits, thus shortening test

cycles and, we believe, accelerating the time to a license decision.

Since 2016 we have worked under a Master R&D Services Agreement with TSI Technology Development & Commercialization Services LLC

Under this agreement, TSI provides us with engineering services in their semiconductor manufacturing facility in California.

By running tests in TSI's facility, which we utilize to run tests on a contract basis, we are able to build and test devices that incorporate

MST much more quickly than when we test in our potential customers' facilities.

We believe this arrangement enables faster product development,

test, and integration, and should accelerate our time to market.

we have worked in collaboration with Synopsys, Inc., a provider of the most broadly used TCAD simulation software in the semiconductor

As a result of our collaboration, Synopsys’ software now supports modeling of MST, which enables semiconductor manufacturers

and designers to model the interaction of MST with other process steps.

In December 2020, we announced availability of our MSTcad TM

v1.0 software which runs on Synopsys’ Sentaurus TCAD software and enables semiconductor engineers to simulate the benefits of integrating

MST in a variety of devices.

We believe these capabilities are helping us focus integration efforts for potential customers more quickly

on those areas most likely to deliver benefits, thus shortening test cycles and, we believe, accelerating the time to a license decision.

In the last two years, semiconductor fabs have generally been running at high capacity to keep up with industry supply shortages which

has made it challenging for us to run wafers through our customers’ fabrication lines.

MSTcad has been increasingly used by existing

and potential customers to identify applications where MST can have the greatest benefit, without requiring access to customer fabs.

Epi Tool Lease.

August 2021 we completed the acceptance process of an Applied Materials Centura epitaxial deposition reactor which handles both 200mm

and 300mm wafers.

We utilize this tool under a five-year lease and perform deposition on both customer and internal R&D wafers.

terms of our tool lease include the lessor’s maintenance and support as well as access to a clean-room with advanced cleaning and

inspection tools.

MST Commercialization

We do not intend to

design or manufacture integrated circuits directly.

Instead, we develop and license technologies and processes that offer the designers

and manufacturers of integrated circuits a low-cost solution to the industry need for increased performance.

Our customers and

partners include foundries, integrated device manufacturers, or IDMs, fabless semiconductor manufacturers, OEMs that manufacture

epitaxial deposition, or EPI, machines, and electronic design automation software companies, such as Synopsys.

Our strategy is to

enter into licensing arrangements whereby foundries and IDMs pay us a license fee for their use of MST technology in the manufacture

of silicon wafers as well as a royalty for each silicon wafer (in the case of foundries) or device (in the case of IDMs) sold that

incorporates MST.

In the case of fabless semiconductor licensees, our strategy is to charge a royalty for each device they sell

that incorporates our MST technology.

The IDMs and fabless semiconductor manufacturers are the primary beneficiaries of our commercialization

activities, as they are producers and distributors of the integrated circuits onto which we will endeavor to incorporate our MST

The foundries and OEMs also play an important role in our commercialization strategy in that these parties have traditionally

sought to provide new technologies to their customers, which in the case of the foundries are the fabless semiconductor manufacturers

and in the case of the OEMs are the IDMs and foundries that purchase EPI machines.

In the semiconductor

industry, new technologies are vetted thoroughly and carefully by early adopters but, once proven, tend to be adopted broadly by

the industry and, wherever possible, exploited for several generations until their full potential is reached.

Before introducing

a new technology into its fabrication process, the customer will conduct a formal and rigorous multi-phase testing process, which

can range from 18 to 36 months.

Our engagements with

IDMs, foundries and fabless semiconductor manufacturers who are potential customers typically consists of the following phases:

We do not intend to design

or manufacture integrated circuits directly.

Instead, we develop and license technologies and processes that offer the designers and manufacturers

of integrated circuits increased performance at a lower cost than currently-available alternatives.

Our customers and partners include

foundries, integrated device manufacturers, or IDMs, fabless semiconductor manufacturers, OEMs that manufacture epitaxial deposition,

or EPI, machines, and electronic design automation software companies, such as Synopsys.

Our business model is to enter

into licensing arrangements whereby foundries and IDMs pay us a license fee for their use of MST technology in the manufacture of silicon

wafers as well as a royalty for each silicon wafer (in the case of foundries) or device (in the case of IDMs) that they sell that incorporates

In the case of fabless semiconductor licensees, our strategy is to charge a royalty for each device they sell that incorporates our

MST technology.

The primary beneficiaries of our commercialization activities are the IDMs and fabless semiconductor manufacturers, as

they produce and distribute the integrated circuit devices which are enhanced when they incorporate MST technology.

The foundries and

OEMs also play an important role in our commercialization strategy because these parties traditionally seek to provide new and improved

technologies to their customers – the fabless semiconductor manufacturers in the case of the foundries, and the IDMs and foundries

in the case of the OEMs.

In the semiconductor industry,

new technologies are vetted thoroughly and carefully by early adopters who are trying to achieve differentiation over competitors.

the early adopters prove the technology in production, it then tends to be broadly and relatively quickly adopted by “followers”

who need to overcome their competitive disadvantage.

Due to the cost and complexity of semiconductor manufacturing processes and the desire

to maintain a stable and repeatable process flow, new technologies tend to be adopted broadly by the industry and, wherever possible,

exploited for several generations until they are fully optimized and adoption costs are fully absorbed.

Although each customer or

potential customer follows an evaluation and adoption model that is particular to its business model and product focus, our engagements

generally consist of the following phases:

Engineering Planning:

In this phase we engage in a technical exchange of information under a non-disclosure agreement to understand the customer’s manufacturing process and to determine how best to integrate the deposition of MST film onto the customer’s semiconductor wafers.

Set-up for MST Integration:

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Some customers work together with us to develop a TCAD model showing possible results of MST integration with their particular manufacturing process.

Typically, this phase includes several rounds of tests that involve building test devices on a semiconductor wafer using our MST technology within the customer’s manufacturing process flow.

We have not had any customers move beyond phase three as of the date of this Annual Report.

We believe that this phase will continue to be the longest in our customer engagement process due to the fact that integrating MST into a customer’s manufacturing flow frequently requires us to conduct subsequent tests based on the result of earlier test runs.

This phase also requires investment of time and resources by customers.

In order to progress beyond this, we must demonstrate benefits at a commercially-significant level.

It is difficult for both customers and for Atomera to estimate the amount of time a customer will be in the integration phase.

MST Integration.

Typically, this phase includes several rounds of tests that involve

building test devices on a semiconductor wafer using our MST technology within the customer’s manufacturing process flow.

this phase, we perform the MST deposition on customer wafers, so wafers must be shipped back and forth between the customer and Atomera.

We believe that this phase will continue to be the longest in our customer engagement process because integrating into a customer’s

flow frequently requires us to conduct subsequent tests based on the result of earlier test runs.

This phase also requires

investment of time and resources by customers.

In order to progress beyond this phase, we must demonstrate benefits at a commercially

significant level.

It is difficult for both customers and for Atomera to estimate the amount of time a customer will be in

the integration phase.

Process Installation .

Prior to enabling a customer to install and use MST technology on epitaxial deposition machines in their own fab, we intend to require execution of a license for use of our patents and proprietary know-how.

Requiring a license at this stage is a customary and accepted practice in the semiconductor industry.

Our recently announced JDA grants a manufacturing license to our customer and upon delivery of our IP transfer package and issuance of our invoice, this customer will enter phase four.

Prior to enabling a customer to install and use MST technology on epitaxial deposition machines in their own fab, we require execution of a manufacturing license which grants rights limited to manufacturing MST-enabled products for internal R&D and qualification, but does not give the customer the right to distribute or sell products that use MST.

The JDA that we announced in January 2021 granted a manufacturing license to our customer enabling the customer to install the MST film recipe in an epi tool in their fab for its internal use, at which point this customer entered Phase Four.

Technology qualification .

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Upon successfully completing the qualification phase, products can be built and shipped using this manufacturing process.

We have not had any customer move into Phase Five as of the date of this Annual Report.

We expect that our license agreements will provide that upon commencement of sales of wafers or devices built using MST, our customer will pay us a royalty that will be a percentage of the selling price of the wafer or device, depending on the type of customer.

While the above steps

describe a model customer engagement, we have engaged with some customers in ways that do not follow this precise order.

an example of an engagement format that may combine engineering service, development, manufacturing, process optimization and other

joint activities that do not follow the order described above.

In addition, we may from time to time enter into evaluation license

agreements with certain customers under which they may install MST in their fabs to run internal tests only and not for commercial

use or distribution.

Other potential customers may run tests on MST-treated wafers prior to further engagement with us on integration

into their manufacturing process.

Our customer engagement

process is refined on an ongoing basis to meet the needs of both Atomera and our customers.

In order to address customers’

concern about the requirement to pay for a full license prior to being sure they will enter into volume production with MST based

products, Atomera has introduced a three-staged licensing approach.

The first two stages represent a minority of the total license

fee structure, thus lowering a customer’s risk until they have internalized the process and generated enough data to justify

the larger licensing stages.

Atomera’s three stages of licenses are:

(i) the Integration stage which grants the right to

integrate MST onto their products, (ii) the Manufacturing stage, which grants them the rights to manufacture in their own facilities,

and (iii) the Distribution stage which grants them the right to sell products using MST.

We believe that our

success is dependent upon the adoption of our MST technology through the Distribution stage by at least one IDM, foundry, or fabless

semiconductor manufacturer.

As of the date of this Annual Report, MST was in the integration phase (Phase Three as described above)

on 16 different engagements.

Upon delivery of our IP transfer package and issuance of our invoice, our JDA customer will move from

phase three into phase four.

Subject to process and subsequent product qualifications that demonstrate, in commercial scale production,

the enhancements we believe our MST technology offers, including increased speed, reliability and energy efficiency, we expect

to license our MST technology to one or more of these companies.

We are also working

with OEMs on process development and equipment optimization to ensure that MST can be reliably and predictably deposited using

their manufacturing tools.

We have successfully deposited MST using tools made by each of the leading epitaxial deposition equipment

suppliers and we believe that if we are successful in our commercialization efforts, these tool OEMs will promote the incorporation

of our MST technology as an option to their standard offering.

By doing so, we believe they will simultaneously stimulate additional

sales of their capital equipment and encourage more customers to adopt MST.

While the above steps describe

a model customer engagement, we have engaged with some customers in ways that do not follow this precise order.

JDAs are an example of

an engagement format that may combine engineering service, development, manufacturing, process optimization and other joint activities

that do not follow the order described above.

In addition, we may from time to time enter into evaluation license agreements with certain

customers under which they may install MST in their fabs to run internal tests only and not for commercial use or distribution.

potential customers may run tests on wafers containing MST prior to further engagement with us to integrate MST into their manufacturing

We believe that our success

is dependent upon the adoption of our MST technology through to commercial production by at least one IDM, foundry, or fabless semiconductor

manufacturer.

As of the date of this Annual Report, MST was in the integration phase (Phase Three as described above) on 15 different

engagements and one engagement in Phase Four (process installation).

Subject to process and subsequent product qualifications that demonstrate,

in commercial scale production, the enhancements we believe our MST technology offers, including increased speed, reliability and energy

efficiency, we expect that one or more of these companies will obtain licenses from us to take our MST technology to commercial production.

We are also working with OEMs

on process development and equipment optimization to ensure that MST can be reliably and predictably deposited using their manufacturing

We have successfully deposited MST using tools made by each of the leading epitaxial deposition equipment suppliers and we believe

that if we are successful in our commercialization efforts, these tool OEMs will promote the incorporation of our MST technology as an

option to their standard offering.

By doing so, we believe they will simultaneously stimulate additional sales of their capital equipment

and encourage more customers to adopt MST.

Through our collaboration

with Synopsys, we enable potential customers of MST to more quickly assess the potential benefits of MST to their semiconductor

By creating TCAD software models, we can work with manufacturers to assess which of their product types would most benefit

We believe this modeling capability has shortened the time required for us to engage with new potential customers and

should ultimately lead to a faster decision process by the customer regarding licensing MST.

with Synopsys, we enable potential customers of MST to more quickly assess the potential benefits of MST to their semiconductor devices.

By creating TCAD software models, we can work with manufacturers to assess which of their product types would most benefit from MST.

believe this modeling capability has shortened the time required for us to engage with new potential customers and should ultimately lead

to a faster decision process by the customer regarding licensing MST.

We market our MST technology

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and participate in industry conferences and associations.

In certain foreign jurisdictions, we engage sales representatives to

assist us in establishing relationships with local customers.

In January 2021, we

entered into a JDA with a leading semiconductor provider for integration of our MST technology into their manufacturing process.

The JDA includes the grant of an upfront, paid manufacturing license allowing the customer to install the recipe for our MST film

into a tool in their fab and to fabricate semiconductor wafers incorporating MST for use in their products, as well as development

milestones that, if achieved, could result in additional revenue to Atomera.

Although this JDA does not confer commercial distribution

rights, we believe that successful execution would be a significant step toward commercialization and provide opportunities for

additional license revenues and potential royalty streams from one or more of our customer’s multiple production lines.

In certain foreign jurisdictions, we engage sales representatives to assist

us in establishing relationships with local customers.

In January 2021, we entered

into a JDA with a leading semiconductor provider for integration of our MST technology into their manufacturing process.

The JDA includes

the grant of an upfront, paid manufacturing license that allows the customer to install the recipe for our MST film into a tool in their

fab and to fabricate semiconductor wafers incorporating MST for internal use.

This JDA also includes development milestones that, if achieved,

would result in additional revenue to Atomera.

In February 2022 we achieved all these development milestones which entitles us to additional

Although this JDA does not confer commercial distribution rights, we believe that successful achievement of the JDA milestones

is a significant step toward commercialization as it should facilitate progress toward integrating MST into one or more of our customer’s

multiple production lines and thus provide opportunities for additional license revenues and potential royalty streams.

In September and October 2018,

respectively, we entered into separate integration license agreements with AKM and ST, both of which are leading IDMs.

October 2019 we entered into an integration license agreement with a leading fabless RF semiconductor provider.

Under the integration

license agreements, these customers have each agreed to pay us for the right to evaluate MST technology which is integrated onto

their semiconductor wafers.

We deposit MST onto the customers’

wafers and the customer has the right under the license agreement

to complete the manufacturing process which enables them to evaluate our technology.

These agreements do not grant the customer

the right to deposit MST at their site or to sell products incorporating MST.

We intend that each

integration license agreement will be the first of a three-stage licensing process with each of AKM, ST and our RF licensee, to

be followed by manufacturing and distribution license agreements with each of them.

Those manufacturing and distribution license

agreements, if executed, will allow each licensee to manufacture –

or in the case of our RF licensee, to have its foundry

partner manufacture –

MST-enabled products and to sell them to their customers.

We expect that the manufacturing and distribution

agreements will provide for substantially larger upfront license fee payments than the integration license fees and will require

the respective licensees to make royalty payments to us based on the number and sales price of MST-enabled products they sell to

their customers.

However, our ability to enter into royalty-based manufacturing and distribution agreements with AKM, ST and our

RF licensee will depend, in large part, on the performance of devices they build using MST and the successful integration of our

MST technology on a high-volume production scale.

There can be no assurance that our MST technology will deliver the performance,

power or other requirements our customers seek for their products or that the integration of our technology with our customers’

manufacturing process will be successful in high volume.

In addition, even if our MST technology is successfully integrated into

the licensees’

products, either or both of the licensees may decide, for reasons unrelated to the price or performance of

our MST technology, not to enter into manufacturing and distribution license agreements.

Our lead product, MST,

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

challenges facing the semiconductor industry.

We compete with IDMs, OEMs, foundries, fabless manufacturers of semiconductors and

semiconductor IP licensing companies for the development and commercialization of technologies that improve the performance of

semiconductors.

Historically, when a new fabrication process proves to be a low-cost improvement to the standard fabrication process,

and is additive, rather than in place of other performance technologies, it has been successfully adopted industry-wide.

Good examples

of such advances have been strained silicon and High-K/Metal-Gate.

We believe that MST has the potential to be one of these low-cost

additive technologies, in which case MST would not be subject to significant direct competition from other technologies.

In October 2019

we entered into an integration license agreement with a leading fabless RF semiconductor provider.

In February 2022 we entered into an

integration license agreement with a semiconductor foundry.

Under the integration license agreements, these customers have each agreed

to pay us for the right to evaluate MST technology which is integrated onto their semiconductor wafers.

We deposit MST onto the customers’

wafers and the customer has the right under the license agreement to complete the manufacturing process which enables them to evaluate

our technology.

These agreements do not grant the customer the right to deposit MST at their site or to sell products incorporating MST

and all of our licensees are in our Phase Three (MST Integration).

We intend that each integration

license agreement will be the first of a three-stage licensing process with each of AKM, ST and our RF licensee, to be followed by manufacturing

and distribution license agreements with each of them.

Those manufacturing and distribution license agreements, if executed, will allow

each licensee to manufacture – or in the case of our RF licensee, to have its foundry partner manufacture – MST-enabled products

and to sell them to their customers.

We expect that the manufacturing and distribution agreements will provide for substantially larger

upfront license fee payments than the integration license fees and will require the respective licensees to make royalty payments to us

based on the number and sales price of MST-enabled products they sell to their customers.

However, our ability to enter into royalty-based

manufacturing and distribution agreements with AKM, ST and our RF licensee will depend, in large part, on the performance of devices they

build using MST and the successful integration of our MST technology on a high-volume production scale.

There can be no assurance that

our MST technology will deliver the performance, power, cost reduction or other requirements our customers seek for their products or

that the integration of our technology with our customers’ manufacturing process will be successful in high volume.

even if our MST technology meets our customers’ technical objectives one or more of our licensees may decide, for reasons unrelated

to the price or performance of our MST technology, not to enter into manufacturing and distribution license agreements.

Our lead product, MST, is

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

facing the semiconductor industry.

Historically, development of a new material technology for the semiconductor industry has taken 10-20

years from conceptualization to volume production.

Atomera’s MST technology has followed a similar trajectory, from early patents,

publications and presentations to the industry to early evaluations and installation at customers.

We compete with IDMs, OEMs,

foundries, fabless manufacturers of semiconductors and semiconductor IP licensing companies for the development and commercialization

of technologies that improve the performance of semiconductors.

Historically, when a new fabrication process proves to be a low-cost improvement

to the standard fabrication process, and is additive, rather than in place of other performance technologies, it has been successfully

adopted industry-wide.

Good examples of such advances have been chemical mechanical polishing (or CMP), strained silicon and High-K/Metal-Gate.

We believe that MST has the potential to be one of these low-cost additive technologies, in which case MST would not be subject to significant

direct competition from other technologies.

We are not aware of another technology being offered in the market which provides the same

technical benefits as MST.

Nevertheless, in some cases the engineering teams in our customers, who are developing their own process improvements,

may view MST as competition to their internally-developed solutions.

Research and Development

The principal focus

of our research and development efforts is on enabling existing and prospective customers to integrate MST into their manufacturing

processes and enable them to commercialize MST-enabled semiconductor products.

We also dedicate research and development resources

to evolving and expanding our technology to address new process technologies in the semiconductor industry roadmap.

and development is conducted internally, but we work closely with third parties in the semiconductor industry to evaluate and qualify

our technology for incorporation into semiconductor products and fabrication equipment.

During the years ended December 31, 2020

and 2019, we incurred research and development expenses of approximately $8.4 million and $7.7 million, respectively.

We believe that our

success depends in part on our ability to achieve the following in a cost-effective and timely manner:

The principal focus of our

research and development efforts is on enabling existing and prospective customers to integrate MST into their manufacturing processes

and enable them to commercialize MST-enabled semiconductor products.

We also dedicate research and development resources to evolving and

expanding our technology to address new process technologies in the semiconductor industry roadmap.

Our research and development is conducted

internally, but we work closely with third parties in the semiconductor industry to evaluate and qualify our technology for incorporation

into semiconductor products and fabrication equipment.

During the years ended December 31, 2021 and 2020, we incurred research and development

expenses of approximately $8.8 million and $8.4 million, respectively.

We believe that our success

depends in part on our ability to achieve the following in a cost-effective and timely manner:

enable customers to integrate MST into their products;

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Intellectual Property Rights

We regard the protection

of our technologies and intellectual property rights as an important element of our business operations and crucial to our success.

We rely primarily on a combination of patent laws, trade secret laws, confidentiality procedures, and contractual provisions to

protect our proprietary technology.

We regard the protection of

our technologies and intellectual property rights as an important element of our business operations and crucial to our success.

primarily on a combination of patent laws, trade secret laws, confidentiality procedures, and contractual provisions to protect our proprietary

We require our employees, consultants, and advisors to enter into confidentiality agreements.

These agreements provide that all confidential information developed or made known to the individual during the course of the individual’s

relationship with us is to be kept confidential and not disclosed to third parties except under specific circumstances.

case of our employees and certain consultants, the agreements provide that all of the technology that is conceived by the individual

during the course of employment is our exclusive property.

The development of our technology and many of our processes are dependent

upon the knowledge, experience, and skills of key scientific and technical personnel.

As of December 31,

2020, we have been granted 112 patents in the U.S.

These agreements provide that

all confidential information developed or made known to the individual during the course of the individual’s relationship with us

is to be kept confidential and not disclosed to third parties except under specific circumstances.

In the case of our employees and certain

consultants, the agreements provide that all of the technology that is conceived by the individual during the course of employment is

our exclusive property.

The development of our technology and many of our processes are dependent upon the knowledge, experience, and

skills of key scientific and technical personnel.

As of December 31, 2021, we

have been granted 118 patents in the U.S.

and 95 abroad.

Our core patents relating to MST cover materials, physical structures

and manufacturing processes.

Our core patents relating to MST were filed beginning on August 22, 2003 and have grant dates beginning

on December 14, 2004.

Our core patents relating to MST cover materials, physical structures and manufacturing

Our core patents relating to MST were filed beginning on August 22, 2003 and have grant dates beginning on December 14, 2004.

Our MST patent portfolio begins to expire commencing August 22, 2023.

While we believe our core patents adequately

block competitors from using our MST technology without our approval, there can be no assurance that one or more of our core patents

would survive a legal challenge to their scope, validity, or enforceability, or provide significant protection for us.

of our patents, or the failure of trade secret laws, to adequately protect our technology, might make it easier for our competitors

to offer similar products or technologies or for our potential customers to build products with methods and materials similar to

MST without paying us a license fee.

In addition, patents may not issue from any of our current or future applications.

We also hold registered

trademarks in the United States for the marks “Atomera”

and “MST”

and in China for the mark “Mears”.

We have applied with the U.S.

Patent and Trademark Office for the registration of the mark “MSTcad”

in the United States.

As of the date of this

Annual Report, we employ 21 people on a full-time basis.

Our patent portfolio has grown significantly over the last five

years and during 2021 we were issued 34 new patents worldwide, an annual increase of 14%.

We believe our core patents adequately block

competitors from using our MST technology without our approval and our patent activity over the past five years has focused on extending

the scope of our portfolio through a variety of means, including but not limited to patenting new structures, materials and methods uniquely

enabled by MST technology.

However, there can be no assurance that one or more of our patents would survive a legal challenge to their

scope, validity, or enforceability, or provide significant protection for us.

The failure of our patents, or the failure of trade secret

laws, to adequately protect our technology, might make it easier for our competitors to offer similar products or technologies or for

our potential customers to build products with methods and materials similar to MST without paying us a license fee.

In addition, patents

may not issue from any of our current or future applications.

We also hold registered trademarks

in the United States for the marks “Atomera” and “MST” and in China for the mark “Mears”.

applied with the U.S.

Patent and Trademark Office for the registration of the mark “MSTcad” in the United States.

Employees and Human Capital Management

As of the date of this Annual

Report, we employ 19 people on a full-time basis.

Our human capital resources

objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and new employees.

principal purposes of our equity incentive plans are to attract, retain and reward personnel through the granting of stock-based compensation

awards that align their compensation with our business objectives and with creation of shareholder value.

Available Information

Our website is located

at www.atomera.com.

Our website is located at

www.atomera.com.

The information on or accessible through our website is not part of this Annual Report on Form 10-K.

of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports

filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge, on our investor relations

website as soon as reasonably practicable after we file such material electronically with or furnish it to the Securities and Exchange

Commission, or the SEC.

A copy of this Annual Report on Form 10-K is also located at the SEC’s Public Reference Room at 100

F Street, NE, Washington, D.C.

Information on the operation of the Public Reference Room can be obtained by calling the

SEC at 1-800-SEC-0330.

The SEC also maintains an internet site that contains reports and other information regarding our filings

at www.sec.gov.

Copies of our Annual

Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports filed or furnished pursuant

to Section 13(a) or 15(d) of the Exchange Act are available free of charge, on our investor relations website as soon as reasonably practicable

after we file such material electronically with or furnish it to the Securities and Exchange Commission, or the SEC.

A copy of this Annual

Report on Form 10-K is also located at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C.

on the operation of the Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330.

The SEC also maintains an internet

site that contains reports and other information regarding our filings at www.sec.gov.

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 1. Business