Atomera Inc 10-Q

Item 1A. Risk Factors The primary risk factors affecting our business have not changed materially from the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February 15, 2023, except as follows: In February 2024, we will be losing access to certain semiconductor manufacturing and engineering services which may be difficult to replace. Since 2016, we have worked with TSI Technology Development & Commercialization Services LLC, or TSI under a Master R&D Services Agreement and a Manufacturing Agreement. Under these agreements, TSI provides us with foundry services, consisting of engineering and manufacturing services. In August 2023, TSI was acquired by Robert Bosch Semiconductor LLC, or Bosch. In October 2023, Bosch advised us that on January 31, 2024 it will cease providing engineering and manufacturing services to third parties, including Atomera, in order to commence the conversion of the TSI fab to production of Silicon Carbide semiconductor products. We have an ongoing search for a replacement provider of foundry services. However, there are few foundries that offer R&D services that are comparable to those, provided by TSI, so we may face difficulty in finding a replacing the services currently. We have utilized TSI’s services for a portion of our internal R&D which required complete semiconductor device fabrication. No wafers sold or licensed to any customer have been fabricated at TSI. Accordingly, we do not believe that the loss of TSI’s services will have a meaningful impact on any of our ongoing client engagements. However, we believe it is likely that our access to foundry services will be interrupted while we reach agreement with a replacement foundry and adapt our R&D processes to those used at a new provider. This transition may cause us to incur meaningful startup costs and may divert engineering resources from ongoing R&D activities. The potential inability to replace the TSI services in a timely manner may have a material adverse effect on the timing and cost of continuing to develop example applications and devices which exhibit the advantages of our MST technology. Item 6. Exhibits The following is a list of exhibits filed as part of this Report on Form 10-Q: Exhibit No. Description Method of filing 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 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 101.SCH Inline XBRL Taxonomy Extension Schema Document Filed electronically herewith 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document Filed electronically herewith 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document Filed electronically herewith 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document Filed electronically herewith 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Filed electronically herewith 104 Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101). Filed electronically herewith 21 SIGNATURES 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 the on the date indicated. ATOMERA INCORPORATED. Date: November 1, 2023 By: /s/ Scott A. Bibaud Scott A. Bibaud Chief Executive Officer, (Principal Executive Officer) and Director Date: November 1, 2023 By: /s/ Francis B. Laurencio Francis B. Laurencio Chief Financial Officer (Principal Financial and Accounting Officer) 22