Atomera Inc 10-K

Item 9A. Controls and Procedures (a) Evaluation of Disclosure Controls and Procedures . Our management, with the participation of our chief executive officer and chief financial officer evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(e) 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, 2022 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. (b) Changes in internal control over financial reporting. There were no changes to our internal control over financial reporting, as defined in Rules 13a-15(f) under the Exchange Act that occurred during the quarter ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. (c) Management’s report on internal controls over financial reporting. Our management is responsible for establishing and maintaining adequate internal controls over financial reporting, as defined under Rule 13a-15(f) under the Exchange Act. Our management has assessed the effectiveness of our internal controls over financial reporting as of December 31, 2022 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, 2022, and based on that evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2022. This report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Annual Report. Item 9B. Other Information Not applicable. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 45 PART III The information required by Part III is omitted from this report because we will file a definitive proxy statement within 120 days after the end of our 2022 fiscal year pursuant to Regulation 14A for our 2023 Annual Meeting of Stockholders, or the 2023 Proxy Statement, and the information to be included in the 2022 Proxy Statement is incorporated herein by reference. Item 10. Directors, Executive Officers and Corporate Governance The information required under this item will be contained in the 2023 Proxy Statement and is hereby incorporated by reference. Item 11. Executive Compensation The information required under this item will be contained in the 2023 Proxy Statement and is hereby incorporated by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters The information required under this item will be contained in the 2023 Proxy Statement and is hereby incorporated by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required under this item will be contained in the 2023 Proxy Statement and is hereby incorporated by reference. Item 14. Principal Accountant Fees and Services The information required under this item will be contained in the 2023 Proxy Statement and is hereby incorporated by reference. 46 PART IV Item 15. Exhibits and Financial Statement Schedules (a) Financial Statements (1) Financial statements for our company are listed in the index under Item 8 of this document (2) All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto. Exhibit No. Description Method of Filing 3.1 Amended and Restated Certificate of Incorporation of the Registrant Incorporated by reference from the Registrant’s Registration Statement on Form S-1 filed on June 30, 2016. 3.2 Amended and Restated Bylaws of the Registrant Incorporated by reference from the Registrant’s Registration Form 8-K filed on October 27, 2021. 3.3 Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant Incorporated by reference from the Registrant’s Registration Statement on Form S-1 filed on June 30, 2016. 3.4 Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant Incorporated by reference from the Registrant’s Registration Statement on Form S-1 filed on June 30, 2016. 4.1 Description of Capital Stock Incorporated by reference from the Registrant’s Annual Report on Form 10-K filed on February 19, 2021 10.1 Assignment of Patent Rights dated April 3, 2009 between Dr. Robert Mears and the Registrant Incorporated by reference from the Registrant’s Registration Statement on Form S-1 filed on June 30, 2016. 10.2+ 2007 Stock Incentive Plan Incorporated by reference from the Registrant’s Registration Statement on Form S-1 filed on June 30, 2016. 10.3 Exclusive License and Collaboration Agreement dated March 3, 2010 between K2 Energy Limited and the Registrant Incorporated by reference from the Registrant’s Registration Statement on Form S-1 filed on June 30, 2016. 10.4 Letter Agreement dated June 6, 2014 between K2 Energy Limited and the Registrant Incorporated by reference from the Registrant’s Registration Statement on Form S-1 filed on June 30, 2016. 10.5 Lease Agreement dated January 19, 2016 between 750 University, LLC and the Registrant Incorporated by reference from the Registrant’s Registration Statement on Form S-1 filed on June 30, 2016. 10.6+ Form of Restricted Stock Agreement Incorporated by reference from the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 filed on July 29, 2016 47 10.7+ Atomera Incorporated 2017 Stock Incentive Plan Incorporated by reference from the Registrant’s Definitive Proxy Statement filed on April 10, 2017. 10.8 First Amendment to Lease Agreement dated January 19, 2016 between 750 University, LLC and the Registrant Incorporated by reference from the Registrant’s Form 10-K filed on March 6, 2018. 10.9+ Employment Agreement dated January 26, 2021 between Scott Bibaud and the Registrant Incorporated by reference from the Registrant’s Annual Report on Form 10-K filed on February 19, 2021 10.10+ Employment Agreement dated January 26, 2021 between Frank Laurencio and the Registrant Incorporated by reference from the Registrant’s Annual Report on Form 10-K filed on February 19, 2021 10.11+ Employment Agreement dated January 26, 2021 between Dr. Robert Mears and the Registrant Incorporated by reference from the Registrant’s Annual Report on Form 10-K filed on February 19, 2021 10.12+ Employment Agreement dated January 26, 2021 between Jeffrey Lewis and the Registrant Incorporated by reference from the Registrant’s Registration Form 8-K filed on June 3, 2021 10.13 Second Amendment to Lease Agreement dated January 19, 2016 between 750 University, LLC and the Registrant Incorporated by reference from the Registrant’s Annual Report on Form 10-K filed on February 19, 2021 10.14 Equity Distribution Agreement dated May 31, 2022 between the Company and Oppenheimer & Co. Inc. and Craig-Hallum Capital Group LLC Incorporated by reference from the Company’s Current Report on Form 8-K filed on May 31, 2022 21.1 List of Subsidiaries Incorporated by reference from the Registrant’s Registration Statement on Form S-1 filed on June 30, 2016. 23.1 Consent of Marcum LLP, Independent Registered Public Accounting Firm Filed electronically herewith 31.1 Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 . Filed electronically herewith 31.2 Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 . Filed electronically herewith 32.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) . Filed electronically herewith 101.INS XBRL Instance Document Filed electronically herewith 101.SCH XBRL Taxonomy Extension Schema Document Filed electronically herewith 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document Filed electronically herewith 101.LAB XBRL Taxonomy Extension Label Linkbase Document Filed electronically herewith 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document Filed electronically herewith 101.DEF XBRL Taxonomy Extension Definition Linkbase Document Filed electronically herewith + Indicated management compensatory plan, contract or arrangement. Item 16 . Form 10-K Summary None provided. 48 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ATOMERA INCORPORATED. Date: February 15, 2023 By: /s/ Scott A. Bibaud Scott A. Bibaud Chief Executive Officer, (Principal Executive Officer) and Director Date: February 15, 2023 By: /s/ Francis B. Laurencio Francis B. Laurencio Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Scott A. Bibaud Chief Executive Officer and Director February 15, 2023 Scott A. Bibaud (Principal Executive Officer) /s/ John D. Gerber Director and Chairman February 15, 2023 John Gerber /s/ Steven K. Shevick Director February 15, 2023 Steven K. Shevick /s/ Duy-Loan Le Director February 15, 2023 Duy-Loan Le /s/ Suja Ramnath Director February 15, 2023 Suja Ramnath 49