Atomera Inc 10-Q

Item 1. Financial Statements Atomera Incorporated Condensed Balance Sheets (in thousands, except per share data) June 30, December 31, 2023 2022 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 12,904 $ 21,184 Short-term investments 10,931 – Interest receivable 50 – Prepaid expenses and other current assets 650 418 Total current assets 24,535 21,602 Property and equipment, net 135 158 Long-term prepaid maintenance and supplies 91 91 Security deposit 14 14 Operating lease right-of-use asset 631 700 Financing lease right-of-use-asset 3,583 4,164 Total assets $ 28,989 $ 26,729 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 562 $ 397 Accrued expenses 218 173 Accrued payroll related expenses 578 967 Current operating lease liability 259 245 Current financing lease liability 1,357 1,126 Total current liabilities 2,974 2,908 Long-term operating lease liability 400 521 Long-term financing lease liability 2,376 2,986 Total liabilities 5,750 6,415 Commitments and contingencies (see Note 9) – – Stockholders’ equity: Preferred stock $ 0.001 par value, authorized 2,500 shares; none issued and outstanding as of June 30, 2023 and December 31, 2022 – – Common stock: $ 0.001 par value, authorized 47,500 shares; 25,770 and 23,973 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively; 26 24 Additional paid in capital 216,681 203,585 Other comprehensive income (loss) ( 2 ) – Accumulated deficit ( 193,466 ) ( 183,295 ) Total stockholders’ equity 23,239 20,314 Total liabilities and stockholders’ equity $ 28,989 $ 26,729 The accompanying notes are an integral part of these condensed financial statements. 3 Atomera Incorporated Condensed Statements of Operations (Unaudited) (in thousands, except per share data) Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Revenue $ – $ – $ – $ 375 Cost of revenue – – – ( 81 ) Gross margin – – – 294 Operating expenses Research and development 3,192 2,433 6,228 4,772 General and administrative 1,775 1,667 3,517 3,315 Selling and marketing 393 347 782 672 Total operating expenses 5,360 4,447 10,527 8,759 Loss from operations ( 5,360 ) ( 4,447 ) ( 10,527 ) ( 8,465 ) Other income (expense) Interest income 152 35 351 38 Accretion income 107 – 109 – Interest expense ( 51 ) ( 69 ) ( 104 ) ( 140 ) Total other income (expense), net 208 ( 34 ) 356 ( 102 ) Net loss $ ( 5,152 ) $ ( 4,481 ) $ ( 10,171 ) $ ( 8,567 ) Net loss per common share, basic $ ( 0.21 ) $ ( 0.20 ) $ ( 0.42 ) $ ( 0.37 ) Net loss per common share, diluted $ ( 0.21 ) $ ( 0.20 ) $ ( 0.42 ) $ ( 0.37 ) Weighted average number of common shares outstanding, basic 24,677 22,936 24,171 22,894 Weighted average number of common shares outstanding, diluted 24,677 22,936 24,171 22,894 The accompanying notes are an integral part of these condensed financial statements. 4 Atomera Incorporated Condensed Statements of Comprehensive Loss (Unaudited) (in thousands, except per share data) Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Net loss $ ( 5,152 ) $ ( 4,481 ) $ ( 10,171 ) $ ( 8,567 ) Unrealized gain (loss) on available-for-sale securities – – ( 2 ) – Net loss $ ( 5,152 ) $ ( 4,481 ) $ ( 10,173 ) $ ( 8,567 ) The accompanying notes are an integral part of these condensed financial statements. 5 Atomera Incorporated Statements of Stockholders’ Equity For the Three and Six Months Ended June 30, 2023 and 2022 (Unaudited) (in thousands) Common Stock Additional Paid-in Other Comprehensive Accumulated Total Stockholders’ Shares Amount Capital Loss Deficit Equity Balance January 1, 2023 23,973 $ 24 $ 203,585 $ – $ ( 183,295 ) $ 20,314 Stock-based compensation 297 – 927 – – 927 Stock option exercise 10 – 39 – – 39 At-the-market sale of stock, net of commissions and expenses 50 – 274 – – 274 Net loss – – – – ( 5,019 ) ( 5,019 ) Unrealized gain (loss) on available-for-sale securities – – – ( 2 ) – ( 2 ) Balance March 31, 2023 24,330 $ 24 $ 204,825 $ ( 2 ) $ ( 188,314 ) $ 16,533 Stock-based compensation 60 – 1,030 – – 1,030 Stock option exercise 10 – 39 – – 39 At-the-market sale of stock, net of commissions and expenses 1,370 2 10,787 – – 10,789 Net loss – – – – ( 5,152 ) ( 5,152 ) Balance June 30, 2023 25,770 $ 26 $ 216,681 $ ( 2 ) $ ( 193,466 ) $ 23,239 Common Stock Additional Paid-in Accumulated Total Stockholders’ Shares Amount Capital Deficit Equity Balance January 1, 2022 23,207 $ 23 $ 194,212 $ ( 165,854 ) $ 28,381 Stock-based compensation 161 – 726 – 726 Stock option exercise 25 – 166 – 166 Net loss – – – ( 4,086 ) ( 4,086 ) Balance March 31, 2022 23,393 $ 23 $ 195,104 $ ( 169,940 ) $ 25,187 Stock-based compensation 33 – 859 – 859 At-the-market sale of stock, net of commissions and expenses 31 – 185 – 185 Net loss – – – ( 4,481 ) ( 4,481 ) Balance June 30, 2022 23,457 $ 23 $ 196,148 $ ( 174,421 ) $ 21,750 The accompanying notes are an integral part of these condensed financial statements. 6 Atomera Incorporated Condensed Statements of Cash Flows (Unaudited) (in thousands) Six Months Ended June 30, 2023 2022 CASH FLOWS FROM OPERATING ACTIVITIES Net Loss $ ( 10,171 ) $ ( 8,567 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 40 39 Operating lease right of use asset amortization 102 99 Financing lease right of use asset amortization 581 638 Stock-based compensation 1,957 1,585 Accretion of discounts on available-for-sale securities ( 89 ) – Changes in operating assets and liabilities: Interest receivable ( 42 ) – Prepaid expenses and other current assets ( 232 ) ( 341 ) Accounts payable 165 96 Accrued expenses 45 10 Accrued payroll expenses ( 389 ) ( 91 ) Operating lease liability ( 139 ) ( 83 ) Net cash used in operating activities ( 8,172 ) ( 6,615 ) CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of property and equipment ( 18 ) ( 19 ) Purchase of available-for-sale securities ( 10,853 ) – Net cash used in investing activities ( 10,871 ) ( 19 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from at-the-market sale of stock, net of commissions and expenses 11,063 185 Proceeds from exercise of stock options 78 166 Payments on principal of financing lease ( 378 ) ( 578 ) Net cash provided (used) by financing activities 10,763 ( 227 ) Net decrease in cash and cash equivalents ( 8,280 ) ( 6,861 ) Cash and cash equivalents at beginning of period 21,184 28,699 Cash and cash equivalents at end of period $ 12,904 $ 21,838 Supplemental information: Cash paid for interest $ 104 $ 140 Cash paid for taxes $ – $ – The accompanying notes are an integral part of these condensed financial statements. 7 ATOMERA INCORPORATED NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS For the Three and Six Months Ended June 30, 2023 and 2022 1. NATURE OF OPERATIONS Atomera Incorporated (“Atomera” or the “Company”) was incorporated in the state of Delaware in March 2007 under the name MEARS Technologies, Inc. and is engaged in the development, commercialization and licensing of proprietary processes and technologies for the semiconductor industry. On January 12, 2016, the Company changed its name to Atomera Incorporated. Atomera is an early-stage company, having only recently begun limited revenue-generating activities, and is devoting substantially all its efforts toward technology research and development and to commercially licensing its technology to designers and manufacturers of integrated circuits. 2. LIQUIDITY AND MANAGEMENT PLANS 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. The Company has generated only limited revenues since inception and has incurred recurring operating losses. Accordingly, it is subject to all the risks inherent in the financing and scaling of a 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. Inc. 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”). 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 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 capital requirements and the adequacy of its available funds will depend on many factors, including the Company’s ability to successfully commercialize its technology, competing technological and market developments, and the need to enter into collaborations with other companies or acquire technologies to enhance or complement its current offerings. If the Company is not able to generate sufficient revenue from license fees and royalties in a timeframe that satisfies its cash needs, it will need to raise more capital. In the event it requires additional capital, it will endeavor to acquire additional funds through various financing sources, including the ATM Facility, follow-on 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. 8 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Significant accounting policies There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 15, 2023. Basis of presentation of unaudited condensed financial information The unaudited condensed financial 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 for reporting on Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments) which are, in the opinion of management, necessary for the fair presentation of the Company’s financial position and its results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The balance sheet information as of December 31, 2022 was derived from the audited financial statements included in the Company's financial statements as of and for the year ended December 31, 2022, included in the Company’s Annual Report on Form 10-K filed with the SEC on February 15, 2023. These unaudited condensed financial statements should be read in conjunction with that report. Cash, cash equivalents, and short-term investments The Company considers all highly liquid investments with an original maturity of three months or less, when purchased, to be cash equivalents. Cash equivalents may be invested in money market funds or U.S. agency bonds. Cash and cash equivalents are carried at cost, which approximates their fair value. The Company's portfolio of short-term investments is comprised solely of U.S. treasury bills and agency bonds with maturities of more than three months, but less than one year. The Company classifies these as available-for-sale at purchase date and will reevaluate such designation at each period end date. 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). Gains and losses are recognized when realized. Gains and losses are determined using the specific identification method and are reported in other income (expense), net in the consolidated statements of operations. Adoption of recent accounting standards 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. 9 4. 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 a liability. The three-tiered fair value hierarchy, which prioritizes which inputs should be used in measuring fair value, is comprised of: Level 1 — Quoted prices (unadjusted) in active markets for identical assets and liabilities. Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as unadjusted quoted prices for similar assets and liabilities, unadjusted quoted prices in the markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company’s cash equivalents and short-term investments that were measured at fair value on a recurring basis as Level 1 assets. The 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): Schedule fair value measurements June 30, 2023 December 31, 2022 Cost Unrealized Gain/(Loss) Accretion of Discount Fair Value Cost Fair Value Cash $ 1 $ – $ – $ 1 $ 1 $ 1 Money market funds 12,903 – – 12,903 21,183 21,183 US treasury bills 7,873 ( 2 ) 66 7,937 – – US agency bonds 2,971 – 23 2,994 – – Total $ 23,748 $ ( 2 ) $ 89 $ 23,835 $ 21,184 $ 21,184 Interest receivable of approximately $ 50 ,000 as of June 30, 2023 includes approximately $ 8 ,000 of purchased accrued interest. 10 5. REVENUE The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) No. 606. The Company generates revenues from engineering service contracts, license agreements and joint development agreements. The amount of revenue that the Company recognizes reflects the consideration it expects to receive in exchange for goods or services and such revenue is recognized when the Company satisfies a performance obligation by transferring the product or service to the customer. When the Company’s performance obligation is the promise to grant a license, revenue is recognized either at a point in time (such as a right to use licensed technology that is under the customer’s control), or over time (typically a right to access technology without obtaining control). The following table provides information about disaggregated revenue by primary geographical markets and timing of revenue recognition (in thousands): Schedule of disaggregated revenue and timing of revenue Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Primary geographic markets North America $ – $ – $ – $ 75 Asia Pacific – – – 300 Total $ – $ – $ – $ 375 Timing of revenue recognition Products and services transferred at a point in time $ – $ – $ – $ 375 Products and services transferred over time – – – – Total $ – $ – $ – $ 375 Unbilled contracts receivable and deferred revenue Timing of revenue recognition may differ from the timing of invoicing customers. Accounts receivable includes amounts billed and currently due from customers. Unbilled contracts receivable represents unbilled amounts expected to be received from customers in future periods, where the revenue recognized to date exceeds the amount billed, and the right to receive payment is subject to the underlying contractual terms. Unbilled contracts receivable amounts may not exceed their net realizable value and are classified as long-term assets if the payments are expected to be received more than one year from the reporting date. 11 6. BASIC AND DILUTED LOSS PER SHARE Basic net loss per share is calculated by dividing the net loss by the weighted-average number of shares outstanding for the period. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the sum of the weighted average number of shares of common stock outstanding and the dilutive common stock equivalent shares outstanding during the period. The Company’s potentially dilutive common stock equivalent shares, which include incremental common shares issuable upon (i) the exercise of outstanding stock options and warrants and (ii) vesting of restricted stock units and restricted stock awards, are only included in the calculation of diluted net loss per share when their effect is dilutive. Since the Company has had net losses for all periods presented, all potentially dilutive securities are anti-dilutive. Accordingly, basic and diluted net loss per share are equal. The following potential common stock equivalents were not included in the calculation of diluted net loss per common share because the inclusion thereof would be anti-dilutive (in thousands): Schedule of anti dilutive shares Six Months Ended June 30, 2023 2022 Stock Options 3,364 3,008 Unvested restricted stock 555 456 Total 3,919 3,464 7. LEASES The Company accounts for leases over one year under ASC 842. Lease expense for the Company’s operating leases consists of the lease payments recognized on a straight-line basis over the lease term. Expenses for the Company’s financing leases consists of the amortization expenses recognized on a straight-line basis over the lease term, variable lease costs and interest expense. The Company’s lease agreement for a tool used in the development and marketing of the Company’s technology contains a provision for an annual adjustment of lease payments based on tool availability and usage. The potential lease payment adjustment is determined on August 1 of each year of the lease and is calculated based on the tool availability and usage for the preceding 12 months. Effective August 1, 2022, the lease payments for this tool were reduced to $100,824 per month for the period August 1, 2022 through July 31, 2023. This adjustment to the variable lease payments resulted in a reduction in ROU and corresponding lease liability . 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. 12 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 to $84,000. 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, 2023 2022 2023 2022 Financing lease costs: Amortization of ROU assets $ 290 $ 319 $ 581 $ 638 Interest on lease liabilities 51 69 104 140 Total financing lease costs $ 341 $ 388 $ 685 $ 778 Operating lease costs: Fixed lease costs $ 64 $ 62 $ 126 $ 124 Variable lease costs – – – – Short-term lease costs 244 9 541 20 Total operating lease costs $ 308 $ 71 $ 667 $ 144 Future minimum payments under non-cancellable leases as of June 30, 2023 were as follows (in thousands): Schedule of future minimum lease payments For the Year Ended December 31, Financing leases Operating leases Remaining 2023 $ 679 $ 98 2024 1,436 291 2025 1,436 298 2026 478 23 2027 & thereafter – Total future minimum lease payments $ 4,029 $ 710 Less imputed interest ( 296 ) ( 51 ) Total lease liability $ 3,733 $ 659 13 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 June 30, Six Months Ended June 30, 2023 2022 2023 2022 Operating cash flow information: Cash paid for amounts included in the measurement of operating lease liabilities $ 55 $ 54 $ 111 $ 108 Cash paid for amounts included in the measurement of financing liabilities $ 241 $ 359 $ 482 $ 718 Non-cash activity: Right-of-use assets obtained in exchange for operating lease obligations $ 33 $ – $ 33 $ – The table above does not include short-term leases that are one-year or less. The weighted average remaining 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. 8. STOCK BASED COMPENSATION In May 2017, the Company’s shareholders approved its 2017 Stock Incentive Plan (“2017 Plan”) after its 2007 Stock Incentive Plan (“2007 Plan”) had expired in March 2017. The 2017 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 2017 Plan provides for the issuance of 3,750 ,000 shares of common stock. 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 and six months ended June 30, 2023 and 2022 for stock options and restricted stock granted under the Company’s incentive plans (in thousands): Schedule of stock-based compensation expense Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Research and development $ 372 $ 295 $ 700 $ 539 General and administrative 570 499 1,095 928 Selling and Marketing 88 65 162 118 Total $ 1,030 $ 859 $ 1,957 $ 1,585 As of June 30, 2023, there was approximately $ 8.7 million of total unrecognized compensation expense related to unvested share-based compensation arrangements. This cost is expected to be recognized over a weighted-average period of 2.7 years. 14 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 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 six months ended June 30, 2023 (in thousands except exercise prices and contractual terms): Schedule of stock option activity Number of Shares Weighted- Average Exercise Prices per Share Weighted- Average Remaining Contractual Term (In Years) Intrinsic Value Outstanding at January 1, 2023 3,009 $ 7.07 Granted 375 $ 6.56 Exercised ( 20 ) $ 3.90 Outstanding at June 30, 2023 3,364 $ 7.03 5.13 $ 8,401 Exercisable at June 30, 2023 2,716 $ 6.56 4.25 $ 7,157 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. The Company issues restricted stock to employees, directors and consultants and estimates the fair value based on the closing price on the day of grant. The following 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 Number of Shares Weighted-Average Grant Date Fair Value per Share Outstanding at January 1, 2023 340 $ 10.78 Granted 357 $ 7.00 Vested ( 142 ) $ 8.91 Outstanding non-vested shares at June 30, 2023 555 $ 8.83 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 directors. The fair value of these awards was approximately $ 2.5 million at the time of grant. 9. COMMITMENTS AND CONTINGENCIES Litigation, Claims and Assessments The Company may be subject to periodic lawsuits, investigations and claims that arise in the ordinary course of business. The Company is not party to any material litigation as of June 30, 2023, or through the date these financial statements have been issued. 10. SUBSEQUENT EVENTS Management has evaluated subsequent events and transactions through the date these financial statements were issued. 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 $214,000. 15