What changed in this filing

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Item 1. Financial Statements

2022-08-02 compared with 2022-04-27 · 92 added, 71 removed, 283 unchanged (37% of the section changed)

5 unchanged sentences

Cash and cash equivalents

Accounts receivable

Prepaid expenses and other current assets

19 unchanged sentences

Preferred stock $ 0.001 par value, authorized 2,500 shares;

none issued and outstanding at March 31, 2022 and December 31, 2021

none issued and outstanding at June 30, 2022 and December 31, 2021

Common stock:

$ 0.001 par value, authorized 47,500 shares;

23,393 and 23,207 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively;

23,457 and 23,207 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively;

Additional paid-in capital

8 unchanged sentences

Three Months Ended

Six Months Ended

Cost of revenue

11 unchanged sentences

Provision for income taxes

Net loss per common share, basic and diluted (in dollars per share)

Weighted average number of common shares outstanding, basic and diluted

Net loss per common share, basic

Net loss per common share, diluted

Weighted average number of common shares outstanding, basic

Weighted average number of common shares outstanding, diluted

The accompanying notes are an integral part of

2 unchanged sentences

Statements of Stockholders’ Equity

For the Three Months Ended March 31, 2022 and

For the Three and Six Months Ended June 30,

2022 and 2021

(in thousands)

6 unchanged sentences

$ ( 169,940 )

Stock-based compensation

At-the-market sale of stock, net of commissions and expenses

Balance June 30, 2022

$ ( 174,421 )

Stockholders’

8 unchanged sentences

$ ( 153,760 )

Stock-based compensation

Stock option exercise

Balance at June 30, 2021

$ ( 157,486 )

The accompanying notes are an integral part of

3 unchanged sentences

(in thousands)

Three Months Ended

Six Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES

5 unchanged sentences

Changes in operating assets and liabilities:

Accounts receivable

Prepaid expenses and other current assets

22 unchanged sentences

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

For the Three Months Ended March 31, 2022 and

For the Three and Six Months Ended June 30,

2022 and 2021

NATURE OF OPERATIONS

7 unchanged sentences

research and development and to commercially licensing its technology to designers and manufacturers of integrated circuits.

has primarily financed operations through private placements of equity and debt securities, the Company’s Initial Public Offering

(the “IPO”) which was consummated on August 10, 2016, and subsequent public offerings of its common stock.

LIQUIDITY AND MANAGEMENT PLANS

At March 31, 2022, the Company

At June 30, 2022, the Company

had cash and cash equivalents of approximately $ 21.8 million and working capital of approximately $ 19.7 million.

1 unchanged sentence

only limited revenues since inception and has incurred recurring operating losses.

The Company’s operating

plans for the next 12 months include increased research and development headcount and increased spending on outsourced fabrication and

Based on the funds it has available as of the date of the filing of this report, the Company believes that it has sufficient

capital to fund its current business plans and obligations over, at least, 12 months from the date that these financial statements have

However, as the Company has generated only limited revenue from its principal operations, it is subject to all the risks

inherent in the initial organization, financing, expenditures, and scaling of a new business that is not generating positive cashflow.

Accordingly, the Company may require additional capital, the receipt of which cannot be assured.

In the event the Company requires additional

capital, there can be no guarantee that funds will be available on commercially reasonable terms, if at all.

Accordingly, it is subject to all the risks inherent

in the initial organization, financing, expenditures, and scaling of a new business that is not generating positive cashflow.

The Company has primarily

financed operations through private placements of equity and debt securities, the Company’s Initial Public Offering (the “IPO”)

which was consummated on August 10, 2016, and subsequent public offerings of its common stock.

On May 31, 2022, Atomera entered into an

Equity Distribution Agreement with Oppenheimer & Co.

and Craig-Hallum Capital Group LLC, as agents, under which the Company may

offer and sell, from time to time at its sole discretion, shares of its $0.001 par value common stock, in “at the market”

offerings to or through the agent as its sales agent, having an aggregate offering price of up to $ 50.0 million (the "ATM Facility”).

Based on the funds it has

available as of the date of the filing of this report, the Company believes that it has sufficient capital to fund its current business

plans and obligations over, at least, 12 months from the date that these financial statements have been issued.

The Company’s future

2 unchanged sentences

or acquire technologies to enhance or complement its current offerings.

If the Company is unable to secure additional capital, it may

be required to curtail its research and development initiatives and take additional measures to reduce costs in order to conserve its

The Company’s operating plans for the next 12 months include

increased research and development headcount.

For capital needs beyond the next 12 months, the Company currently expects to rely on its

ATM, but the terms on which any future stock sales will occur will depend on both market conditions and the Company’s business performance,

so there can be no guarantee that funds will be available on commercially reasonable terms.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 unchanged sentences

The unaudited condensed financial

statements of the Company for the three months ended March 31, 2022 and 2021 have been prepared in accordance with accounting principles

statements of the Company for the three and six months ended June 30, 2022 and 2021 have been prepared in accordance with accounting principles

generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the requirements

11 unchanged sentences

Adoption of recent accounting standards

In August 2020, the

Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2020-06, Debt

with Conversion and other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40).

The new guidance eliminates the beneficial conversion and cash conversion accounting models for convertible instruments.

It also amends

the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific

settlement provisions.

In addition, the new guidance modifies how particular convertible instruments and certain contracts that may be

settled in cash or shares impact the diluted earnings per share computation The Company adopted this standard on January 1, 2022 and it

did not have a material impact on its financial position, results of operations or financial statement disclosure.

In August 2020, the Financial

Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2020-06, Debt with Conversion

and other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40).

guidance eliminates the beneficial conversion and cash conversion accounting models for convertible instruments.

It also amends the accounting

for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions.

In addition, the new guidance modifies how particular convertible instruments and certain contracts that may be settled in cash or shares

impact the diluted earnings per share computation The Company adopted this standard on January 1, 2022 and it did not have a material

impact on its financial position, results of operations or financial statement disclosure.

The Company recognizes revenue

11 unchanged sentences

disaggregated revenue by primary geographical markets and timing of revenue recognition (in thousands):

disaggregated revenue and timing of revenue

Three Months Ended March 31,

Schedule of disaggregated revenue and timing of revenue

Three Months Ended June 30,

Six Months Ended June 30,

Primary geographic markets

29 unchanged sentences

Schedule of anti dilutive shares

Three Months Ended

Six Months Ended

Stock Options

8 unchanged sentences

Components of lease costs

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Financing lease costs:

8 unchanged sentences

Future minimum payments under non-cancellable

leases as of March 31, 2022 were as follows (in thousands):

leases as of June 30, 2022 were as follows (in thousands):

Schedule of future minimum lease payments

10 unchanged sentences

Supplemental non-cash activity related to operating leases

Three Months Ended December 31,

Three Months Ended June 30,

Six Months Ended June 30,

Operating cash flow information:

Cash paid for amounts included in the measurement of operating lease liabilities

Cash paid for amounts included in the measurement of financing lease liabilities

Cash paid for amounts included in the measurement of financing liabilities

Non-cash activity:

Right-of-use assets obtained in exchange for operating lease obligations

Right-of-use assets obtained in exchange for financing lease obligations

The weighted average remaining

9 unchanged sentences

A summary of warrant activity

for three months ended March 31, 2022 is as follows (in thousands except per share amounts and contractual term):

for six months ended June 30, 2022 is as follows (in thousands except per share amounts and contractual term):

Schedule of warrant activity

Outstanding at January 1, 2022

Outstanding and exercisable at March 31, 2022

Outstanding and exercisable at June 30, 2022

STOCK BASED COMPENSATION

13 unchanged sentences

The following table summarizes

the stock-based compensation expense recorded in the Company’s results of operations during the three months ended March 31, 2022

and 2021 for stock options and restricted stock granted under the 2017 Plan and the 2007 Plan (in thousands):

the stock-based compensation expense recorded in the Company’s results of operations during the three and six months ended June

30, 2022 and 2021 for stock options and restricted stock granted under the 2017 Plan and 2007 Plan (in thousands):

Schedule of stock-based compensation expense

Three Months Ended

Three Months Ended June 30,

Six Months Ended June 30,

Research and development

1 unchanged sentence

Selling and Marketing

As of March 31, 2022, there

As of June 30, 2022, there

was approximately $ 7.9 million of total unrecognized compensation expense related to unvested share-based compensation arrangements.

1 unchanged sentence

The weighted average grant

date fair value per share of the options granted under the Company’s 2017 Plan was $ 10.60 and $ 15.94 for the three months ended

March 31, 2022 and 2021, respectively.

date fair value per share of the options granted under the Company’s 2017 Plan was $ 10.60 for the six months ended June 30, 2022.

The weighted average grant date fair value per share of the options granted under Company’s 2017 Plan was $ 14.78 and $ 15.36 for

the three and six months ended June 30, 2021, respectively.

The following table summarizes

stock option activity during the three months ended March 31, 2022 (in thousands except exercise prices and contractual terms):

stock option activity during the six months ended June 30, 2022 (in thousands except exercise prices and contractual terms):

Schedule of stock option activity

2 unchanged sentences

Outstanding at January 1, 2022

Outstanding at March 31, 2022

Exercisable at March 31, 2022

During the three months ended

March 31, 2022, the Company granted options under the 2017 Plan to purchase approximately 175,000 shares of its common stock to its employees.

Outstanding at June 30, 2022

Exercisable at June 30, 2022

During the six months ended

June 30, 2022, the Company granted options under the 2017 Plan to purchase approximately 175 ,000 shares of its common stock to its employees.

The fair value of these options was approximately $ 1.9 million at the time of grant.

2 unchanged sentences

The following

table summarizes all restricted stock activity during the three months ended March 31, 2022 (in thousands except per share data):

table summarizes all restricted stock activity during the six months ended June 30, 2022 (in thousands except per share data):

Schedule of restricted stock option activity

Fair Value per Share

Weighted-Average

Grant Date Fair Value per Share

Outstanding at January 1, 2022

Outstanding non-vested shares at March 31, 2022

During the three months ended

March 31, 2022 the Company granted approximately 161,000 restricted stock awards under the 2017 Plan to its employees and directors.

The fair value of these awards was approximately $ 2.4 million at the time of grant.

Outstanding non-vested shares at June 30, 2022

During the six months ended

June 30, 2022 the Company granted approximately 194 ,000 restricted stock awards under the 2017 Plan to its employees and directors.

fair value of these awards was approximately $ 2.8 million at the time of grant.

PROVISION FOR INCOME TAXES

The Company recorded a

provision for income taxes of approximately $ 14,000

during the months ended March 31, 2021.

The provision is for withholding of income taxes accrued in foreign jurisdictions where we

The Company recorded the provision in accordance with ASC 740 using its estimated annual tax rate and applied it to the

net loss for the three months ended March 31, 2021.

The Company did not incur withholding of income taxes for the three months ended

March 31, 2022.

The Company recorded a provision

for income taxes of approximately $ 17,000 and $ 31,000 during the three and six months ended June 30, 2021, respectively.

The provision

is for withholding of income taxes accrued in foreign jurisdictions where we have income.

The Company recorded the provision in accordance

with ASC 740 using its estimated annual tax rate and applied it to the net loss for the three and six months ended June 30, 2021.

Company did not incur withholding of income taxes for the three or six months ended June 30, 2022.

COMMITMENTS AND CONTINGENCIES

3 unchanged sentences

The Company is not party to any material

litigation as of March 31, 2022, or through the date these financial statements have been issued.

litigation as of June 30, 2022, or through the date these financial statements have been issued.

SUBSEQUENT EVENTS

As of August 1, 2022 the Company has issued an additional 235,050 shares

through its ATM offering at an average price per share of $11.33 resulting in additional net proceeds of approximately $2.6 million.

Management has evaluated subsequent

1 unchanged sentence

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-Q

Item 1. Financial Statements