What changed in this filing

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Item 9A. Controls and Procedures

2022-02-15 compared with 2021-02-19 · 73 added, 81 removed, 79 unchanged (66% of the section changed)

1 unchanged sentence

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.

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) 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, 2021 in ensuring all material

information required to be disclosed by us is recorded, processed, summarized and reported, within the time periods specified in the Commission's

rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and

chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

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.

Management’s report on internal controls over financial reporting.

There were no changes to our

internal control over financial reporting, as defined in Rules 13a-15(f) under the Exchange Act that occurred during the quarter ended

December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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.

for establishing and maintaining adequate internal controls over financial reporting, as defined under Rule 13a-15(f) under the Exchange

Our management has assessed the effectiveness of our internal controls over financial reporting as of December 31, 2021 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.

Our management assessed the

effectiveness of our internal control over financial reporting as of December 31, 2021, and based on that evaluation, management concluded

that our internal control over financial reporting was effective as of December 31, 2021.

This report does not include

an attestation report of our registered public accounting firm regarding internal control over financial reporting.

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.

Other Information

Not applicable.

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.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

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 2021 fiscal

year pursuant to Regulation 14A for our 2022 Annual Meeting of Stockholders, or the 2022 Proxy Statement, and the information to be included

in the 2022 Proxy Statement is incorporated herein by reference.

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.

The information required under

this item will be contained in the 2022 Proxy Statement and is hereby incorporated by reference.

Executive Compensation

The information required under this item

will be contained in the 2021 Proxy Statement and is hereby incorporated by reference.

The information required under this item will be

contained in the 2022 Proxy Statement and is hereby incorporated by reference.

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.

The information required under this item will be

contained in the 2022 Proxy Statement and is hereby incorporated by reference.

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.

The information required under this item will be

contained in the 2022 Proxy Statement and is hereby incorporated by reference.

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.

The information required under this item will be

contained in the 2022 Proxy Statement and is hereby incorporated by reference.

Exhibits and Financial Statement Schedules

4 unchanged sentences

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.

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.

Incorporated by reference from the Registrant’s Registration Form 8K filed on October 27, 2021.

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.

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.

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.

Incorporated by reference from the Registrant’s Registration Statement on Form S-1 filed on June 30, 2016.

Description of Capital Stock

Filed electronically herewith

Incorporated by reference from the Registrant’s Annual Report on Form 10-K filed on February 19, 2021

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.

2007 Stock Incentive Plan

Incorporated by reference from the Registrant’s Registration Statement on Form S-1 filed on June 30, 2016.

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.

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.

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.

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

Atomera Incorporated 2017 Stock Incentive Plan

Incorporated by reference from the Registrant’s Definitive Proxy Statement filed on April 10, 2017.

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.

Employment Agreement dated January 26, 2021 between Scott Bibaud and the Registrant

Filed electronically herewith

Employment Agreement dated January 26, 2021 between Frank Laurencio and the Registrant

Filed electronically herewith.

Incorporated by reference from the Registrant’s Form 10-K filed on February 19, 2021

Employment Agreement dated January 26, 2021 between Francis Laurencio and the Registrant

Incorporated by reference from the Registrant’s Form 10-K filed on February 19, 2021

Employment Agreement dated January 26, 2021 between Dr.

Robert Mears and the Registrant

Filed electronically herewith

Employment Agreement dated January 26, 2021 between Erwin Trautmann and the Registrant

Filed electronically herewith.

Incorporated by reference from the Registrant’s Form 10-K filed on February 19, 2021

Employment Agreement dated January 26, 2021 between Jeffrey Lewis and the Registrant

Incorporated by reference from the Registrant’s Registration Form 8K filed June 3, 2021.

Second Amendment to Lease Agreement dated January 19, 2016 between 750 University, LLC and the Registrant

Filed electronically herewith.

Incorporated by reference from the Registrant’s Form 10-K filed on February 19, 2021

List of Subsidiaries

Incorporated by reference from the Registrant’s Registration Statement on Form S-1 filed on June 30, 2016.

Consent of Marcum LLP, Independent Registered Public Accounting Firm

7 unchanged sentences

Filed electronically herewith

XBRL Instance Document

XBRL 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

9 unchanged sentences

Filed electronically herewith

Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101).

Filed electronically herewith

management compensatory plan, contract or arrangement.

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.

Form 10-K Summary

None provided.

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.

8 unchanged sentences

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.

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.

Chief Executive Officer and Director

3 unchanged sentences

February 15, 2022

/s/ Erwin Trautmann

Executive Vice President of Strategic

February 19, 2021

Erwin Trautmann

Business Development and Director

/s/ Rolf Stadheim

February 19, 2021

Rolf Stadheim

Rinn Cleavelin

5 unchanged sentences

February 15, 2022

/s/ Suja Ramnath

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 9A. Controls and Procedures