What changed in this filing

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Item 1. Financial Statements

2023-08-02 compared with 2023-04-26 · 125 added, 123 removed, 332 unchanged (43% of the section changed)

6 unchanged sentences

Short-term investments

Interest 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, 2023 and December 31, 2022

none issued and outstanding as of June 30, 2023 and December 31, 2022

Common stock:

$ 0.001 par value, authorized 47,500 shares;

24,330 and 23,973 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively;

25,770 and 23,973 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively;

Additional paid in capital

9 unchanged sentences

Three Months Ended

Six Months Ended

Cost of revenue

7 unchanged sentences

Interest income

Accretion income

Interest expense

Other income (expense), net

Total other income (expense), net

1 unchanged sentence

Net loss per common share, diluted

Weighted average number of common shares outstanding, basic

Weighted average number of common shares outstanding, 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

4 unchanged sentences

Three Months Ended

Other comprehensive income (loss):

Six Months Ended

Unrealized gain (loss) on available-for-sale securities

Comprehensive income (loss)

The accompanying notes are an integral part of

2 unchanged sentences

Statements of Stockholders’ Equity

For the Three Months Ended March 31, 2023 and

For the Three and Six Months Ended June 30,

2023 and 2022

(in thousands)

8 unchanged sentences

Balance March 31, 2023

$ ( 188,314 )

Stock-based compensation

Stock option exercise

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

Balance June 30, 2023

$ ( 193,466 )

Stockholders’

5 unchanged sentences

$ ( 169,940 )

Stock-based compensation

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

Balance June 30, 2022

$ ( 174,421 )

The accompanying notes are an integral part of

3 unchanged sentences

(in thousands)

Three Months Ended

Six Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES

4 unchanged sentences

Stock-based compensation

Net accretion of discounts on available-for-sale securities

Accretion of discounts on available-for-sale securities

Changes in operating assets and liabilities:

Accounts receivable

Interest receivable

Prepaid expenses and other current assets

23 unchanged sentences

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

For the Three Months Ended March 2023 and 2022

For the Three and Six Months Ended June 30,

2023 and 2022

NATURE OF OPERATIONS

8 unchanged sentences

LIQUIDITY AND MANAGEMENT PLANS

At March 31, 2023, the Company

At June 30, 2023, the Company

had cash, cash equivalents and short-term investments of approximately $ 23.8 million and working capital of approximately $ 21.6 million.

1 unchanged sentence

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

to all the risks inherent in the financing and scaling of a business that is not generating positive

The Company has primarily

5 unchanged sentences

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

During the three months ended March 31, 2023, the Company sold approximately 50 ,000 shares pursuant to our ATM at an average price per

share of approximately $ 6.40 , resulting in approximately $ 274 ,000 of net proceeds to us after deducting commissions and other offering

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

During the three months ended June 30, 2023, the Company sold approximately 1.4 million shares pursuant to our ATM Facility at an average

price per share of approximately $ 8.15 , resulting in approximately $ 10.8 million of net proceeds to us after deducting commissions and

other offering expenses.

Based on the funds it has

10 unchanged sentences

equity offerings, debt financing and joint ventures with industry partners.

In addition to use of the ATM Facility and other capital

raising alternatives, the Company will consider alternatives to our current business plan that may enable it to achieve revenue-producing

operations and meaningful commercial success with a smaller amount of capital.

If the Company is unable to secure sufficient additional

capital, it may be required to curtail our research and development initiatives and take additional measures to reduce costs in order

to conserve cash.

In addition to use of the ATM Facility and other capital raising

alternatives, the Company will consider alternatives to our current business plan that may enable it to achieve revenue-producing operations

and meaningful commercial success with a smaller amount of capital.

If the Company is unable to secure sufficient additional capital,

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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

5 unchanged sentences

The unaudited condensed financial

statements of the Company for the three months ended March 31, 2023 and 2022 have been prepared in accordance with accounting principles

statements of the Company for the three and six months ended June 30, 2023 and 2022 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

23 unchanged sentences

The Company may sell these marketable debt securities prior to their stated maturities depending upon changing liquidity requirements.

These debt securities are

classified as current assets in the consolidated balance sheet and recorded at fair value, with unrealized gains or losses included in

accumulated other comprehensive income (loss).

These debt securities are classified as current assets in the consolidated balance sheet and recorded at fair value, with unrealized gains

or losses included in accumulated other comprehensive income (loss).

Gains and losses are recognized

3 unchanged sentences

Adoption of recent accounting standards

time to time, new accounting standards are issued by the FASB that are adopted by the Company as of the specified effective date.

new accounting standards, issued or effective during the period ended March 31, 2023, have had or are expected to have a significant impact

on the Company’s financial statements.

VALUE MEASUREMENTS

ASC 820, Fair Value Measurements

(“ASC 820”) states that fair value represents the amount that would be received to sell an asset or paid to transfer a liability

in an orderly transaction between market participants.

As such, fair value is a market-based measurement that should be determined based

on assumptions that market participants would use in pricing an asset or a liability.

The three-tiered fair value hierarchy, which prioritizes

which inputs should be used in measuring fair value, is comprised of:

From time to time, new accounting

standards are issued by the Financial Accounting Standards Board (“FASB”) that are adopted by the Company as of the specified

effective date.

No new accounting standards, issued or effective during the period ended June 30, 2023, have had or are expected to have

a significant impact on the Company’s financial statements.

FAIR VALUE MEASUREMENTS

Accounting Standards Codification

(“ASC”) 820, Fair Value Measurements (“ASC 820”) states that fair value represents the amount that would

be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.

As such, fair value

is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or

The three-tiered fair value hierarchy, which prioritizes which inputs should be used in measuring fair value, is comprised

Level 1 — Quoted prices (unadjusted) in active markets

7 unchanged sentences

Company’s cash equivalents and short-term investments that were measured at fair value on a recurring basis as Level 1 assets.

Company’s cash, cash equivalents and short-term investments classified by security type as of March 31, 2023 and December 31, 2022

Company’s cash, cash equivalents and short-term investments classified by security type as of June 30, 2023 and December 31, 2022

consisted of the following (in thousands):

Fair value measurements

March 31, 2023

Schedule fair value measurements

June 30, 2023

December 31, 2022

Unrealized Gain/(Loss)

Unrealized Gain/Loss

Accretion of Discount

Money market funds

2 unchanged sentences

Interest receivable of approximately

$ 46,000 as of March 31, 2023 is recorded in prepaids and other current assets in the condensed consolidated balance sheets.

This includes

approximately $ 14,000 of purchased accrued interest.

For the period ended December 31, 2022, there was $ 0 interest receivable recorded

in the condensed consolidated balance sheets.

$ 50 ,000 as of June 30, 2023 includes approximately $ 8 ,000 of purchased accrued interest.

The Company recognizes revenue

11 unchanged sentences

Schedule of disaggregated revenue and timing of revenue

Three Months Ended

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

14 unchanged sentences

in ROU and corresponding lease liability .

The components of lease costs were as follows (in thousands):

Components of lease costs

Three Months Ended

Effective May 1, 2023, the

Company leased an additional 404 square feet at its Tempe office location under an amendment to its current lease.

The monthly rent payment

increased from $1,277 per month to $2,365 per month and the increased rent under the amended lease is accounted for as a modification

to the lease under ASC 842 at the time of commencement.

At the effective date of the lease amendment, a right-of-use asset of approximately

$ 33 ,000 was recorded along with a short-term operating lease liability of approximately $ 12 ,000 and long-term operating lease liability

of approximately $ 21 ,000.

The amended lease ends in February 2026.

In December 2022, the Company

entered into a lease agreement for a tool in Tempe, Arizona.

The term of this lease is for six months beginning on January 1, 2023 with

an option to extend the lease for an additional six months.

The initial lease terms were $96,000 per month.

In March 2023, the Company

elected to extend the lease through December 31, 2023 and in consideration for this extension the remaining lease payments were reduced

Since the lease and extension are not for more than one year, the future lease payments are not included in the lease obligations

on the Company’s condensed balance sheets.

The Company terminated its

office lease in Cambridge, Massachusetts as of March 31, 2023.

The cost of the lease was $2,942 per month.

The components of lease costs

were as follows (in thousands):

Schedule components of lease costs

Three Months Ended June 30,

Six Months Ended June 30,

Financing lease costs:

4 unchanged sentences

Fixed lease costs

Variable lease costs

Short-term lease costs

1 unchanged sentence

Future minimum payments under non-cancellable leases

as of March 31, 2023 were as follows (in thousands):

as of June 30, 2023 were as follows (in thousands):

Schedule of future minimum lease payments

7 unchanged sentences

Total lease liability

The table above does not include

our short-term leases that are one-year or less.

The below table provides supplemental

information and non-cash activity related to the Company’s operating and financing leases are as follows (in thousands):

Supplemental non-cash activity related to operating and

financing leases

Three Months Ended

Supplemental non-cash activity related to operating and financing leases

Three Months Ended June 30,

Six Months Ended June 30,

Operating cash flow information:

3 unchanged sentences

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

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

The table above does not include

short-term leases that are one-year or less.

The weighted average remaining

discount rate is 5.25 % for the Company’s operating and financing leases.

The weighted average remaining lease term is 2.9 years

for operating leases and 3.3 years for the financing lease.

Effective May 1, 2023,

the Company will lease an additional 404 square feet at its Tempe office location under an amendment to its current lease.

rent payment will increase from $1,277 per month to $2,365 per month and will be accounted for as a modification to the lease under ASC

842 at the time of commencement.

The Company recently terminated

its office lease in Cambridge, Massachusetts as of March 31, 2023.

The cost of the lease was $2,942 per month.

In December 2022, the Company

entered into a lease agreement for a tool in Tempe, Arizona.

The term of this lease is for six months beginning on January 1, 2023 with

an option to extend the lease for an additional six months.

The initial lease terms were $96,000 per month.

In March 2023, the Company

elected to extend the lease through December 31, 2023, the remaining lease payments will be reduced to $84,000 over the remainder of the

Since the lease and extension are not for more than one year, the future lease payments are not included in the lease obligations

on the Company’s condensed balance sheets.

discount rate is 5.48 % for the Company’s operating leases and 5.25 % for the financing lease.

The weighted average remaining lease

term is 2.6 years for the Company’s operating leases and 3.1 years for the financing lease.

STOCK BASED COMPENSATION

6 unchanged sentences

of 3,750 ,000 shares of common stock.

All of the Company’s employees and any subsidiary employees (including officers and directors

who are also employees), as well as all of the Company’s nonemployee directors and other consultants, advisors and other persons

who provide services to the Company are eligible to receive incentive awards under the 2017 Plan.

Generally, stock options and restricted

stock issued under the 2017 Plan vest over a period of one to four years from the date of grant.

As of June 30, 2023, approximately 5,000 shares remain available for issuance.

In May 2023, the Company’s

shareholders approved its 2023 Stock Incentive Plan (“2023 Plan”).

The 2023 plan provides for the issuance of 2,000 ,000 shares

of commons stock.

All employees and employees of any subsidiary (including officers and directors who are also employees), as well as

all of the nonemployee directors and other consultants, advisors and other persons who provide services to the Company are eligible to

receive incentive awards under the 2017 Plan and 2023 Plan.

Generally, stock options and restricted stock issued under the 2017 Plan and

2023 Plan vest over a period of one to four years from the date of grant.

The following table summarizes

the stock-based compensation expense recorded in the Company’s results of operations during the three months ended March 31, 2023

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

30, 2023 and 2022 for stock options and restricted stock granted under the Company’s incentive plans (in thousands):

1 unchanged sentence

Three Months Ended

Six Months Ended

Research and development

1 unchanged sentence

Selling and Marketing

As of March 31, 2023, there

As of June 30, 2023, there

was approximately $ 8.7 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 $ 4.95 and $ 10.60 for the three months ended March

date fair value per share of the options granted under the Company’s 2017 Plan was $ 4.95 and $ 10.60 for the six months ended June

30, 2023 and 2022, respectively.

No options were issued in the three months ended June 30, 2023 and 2022 from the Company’s 2017

or 2023 Plan and no options were issued from the Company’s 2023 Plan during the periods presented.

The following table summarizes

stock option activity during the three months ended March 31, 2023 (in thousands except exercise prices and contractual terms):

stock option activity during the six months ended June 30, 2023 (in thousands except exercise prices and contractual terms):

Schedule of stock option activity

2 unchanged sentences

Outstanding at January 1, 2023

Outstanding at March 31, 2023

Exercisable at March 31, 2023

During the three months ended

March 31, 2023, the Company granted options under the 2017 Plan to purchase approximately 375 ,000 shares of its common stock to its employees.

Outstanding at June 30, 2023

Exercisable at June 30, 2023

During the six months ended

June 30, 2023, the Company granted options under the 2017 Plan to purchase approximately 375 ,000 shares of its common stock to its employees

and consultants.

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, 2023 (in thousands except per share data):

table summarizes all restricted stock activity during the six months ended June 30, 2023 (in thousands except per share data):

Schedule of restricted stock option activity

2 unchanged sentences

Outstanding at January 1, 2023

Outstanding non-vested shares at March 31, 2023

During the three months ended

March 31, 2023, the Company granted approximately 297 ,000 restricted stock awards under the 2017 Plan to its employees and directors.

Outstanding non-vested shares at June 30, 2023

During the six months ended

June 30, 2023, the Company granted approximately 357 ,000 restricted stock awards under the 2017 Plan and 2023 Plan to its employees and

The fair value of these awards was approximately $ 2.5 million at the time of grant.

On February 23, 2023, the

Company’s Board of Directors approved the Atomera Incorporated 2023 Stock Incentive Plan (“2023 Plan”).

The 2023 Plan

provides for the grant of non-qualified stock options and incentive stock options to purchase shares of the Company’s common stock

and for the grant of restricted and unrestricted shares.

The 2023 Plan, as amended in April 2023, provides for the issuance of 2,000 ,000

shares of common stock.

All of the Company’s employees and any subsidiary employees (including officers and directors who are also

employees), as well as all of the Company’s nonemployee directors and other consultants, advisors and other persons who provide

services to the Company will be eligible to receive incentive awards under the 2023 Plan.

The 2023 Plan has been submitted to the stockholders

for approval at the Company’s 2023 annual meeting of stockholders to be held on May 4, 2023.

COMMITMENTS AND CONTINGENCIES

3 unchanged sentences

The Company is not party to any material

litigation as of March 31, 2023, or through the date these financial statements have been issued.

litigation as of June 30, 2023, or through the date these financial statements have been issued.

SUBSEQUENT EVENTS

1 unchanged sentence

events and transactions through the date these financial statements were issued.

Since March 31, 2023 the Company has issued an

Since June 30, 2023, the Company has issued approximately

24,000 additional shares through its ATM offering at an average price per share of $9.17 resulting in additional net proceeds of approximately

On April 17, 2023 the Company

amended the lease agreement related to its office space in Tempe, Arizona to add 404 square feet to its existing office lease effective

on May 1, 2023 through February 28, 2026 (coterminous with the current Tempe lease) and will bring the total leased office space in Tempe

to 878 square feet.

License Agreement.

On April 26, 2023,

the Company announced the execution of a commercial license agreement with STMicroelectronics (“ST”).

This agreement enables

ST to install the Company’s Mears Silicon Technology™, or MST ® , in its facilities and authorizes ST to manufacture

and distribute MST-enabled products to its customers.

The license agreement with ST provides for license fees payable upon reaching milestones

consistent with Atomera’s standard business model.

After those milestones are reached, ST will pay a royalty to Atomera

based on the number of MST-enabled products manufactured for commercial purposes.

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