What changed in this filing

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Item 9A. Controls and Procedures

2024-02-15 compared with 2023-02-15 · 43 added, 43 removed, 117 unchanged (42% of the section changed)

10 unchanged sentences

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.

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, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s report on internal controls over financial reporting.

9 unchanged sentences

that our internal control over financial reporting was effective as of December 31, 2023.

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

This report does not include

an attestation report of our registered public accounting firm regarding internal control over financial reporting.

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.

Other Information

Not applicable.

During the quarter ended December

31, 2023, no director or officer adopted or terminated (i) any contract, instruction or written plan for the purchase or sale of securities

of the Company intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or (ii) any “non-Rule 10b5-1 trading arrangement”

as defined in paragraph (c) of item 408 of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

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

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 2023 fiscal

year pursuant to Regulation 14A for our 2024 Annual Meeting of Stockholders, or the 2024 Proxy Statement, and the information to be included

in the 2024 Proxy Statement is incorporated herein by reference.

3 unchanged sentences

Executive Compensation

The information required under this item will be contained

in the 2023 Proxy Statement and is hereby incorporated by reference.

The information required under this item will be

contained in the 2024 Proxy Statement and is hereby incorporated by reference.

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.

The information required under this item will be

contained in the 2024 Proxy Statement and is hereby incorporated by reference.

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.

The information required under this item will be

contained in the 2024 Proxy Statement and is hereby incorporated by reference.

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.

The information required under this item will be

contained in the 2024 Proxy Statement and is hereby incorporated by reference.

Exhibits and Financial Statement Schedules

6 unchanged sentences

Amended and Restated Bylaws of the Registrant

Incorporated by reference from the Registrant’s

Registration Form 8-K filed on October 27, 2021.

Incorporated by reference from the Registrant’s Registration Form 8-K filed on October 27, 2021.

Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant

3 unchanged sentences

Description of Capital Stock

Incorporated by reference from the Registrant’s Annual Report on

Form 10-K filed on February 19, 2021

Incorporated by reference from the Registrant’s Annual Report on Form 10-K filed on February 19, 2021

Assignment of Patent Rights dated April 3, 2009 between Dr.

12 unchanged sentences

1 to Registration Statement on Form S-1 filed on July 29, 2016

Atomera Incorporated 2017 Stock Incentive Plan

Stock Incentive Plan

Incorporated by reference from the Registrant’s Definitive Proxy Statement filed on April 10, 2017.

2 unchanged sentences

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

Incorporated by reference from the Registrant’s Annual Report on Form 10-K filed on February 19, 2021

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

Incorporated by reference from the Registrant’s Annual Report on Form 10-K filed on February 19, 2021

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

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

Incorporated by reference from the Registrant’s Annual Report on Form 10-K filed on February 19, 2021

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

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

Incorporated by reference from the Registrant’s Annual Report on Form 10-K filed on February 19, 2021

Equity Distribution Agreement dated May 31, 2022 between the Company and Oppenheimer & Co.

and Craig-Hallum Capital Group LLC

Incorporated by reference from the Company’s Current Report on Form

8-K filed on May 31, 2022

Incorporated by reference from the Company’s Current Report on Form 8-K filed on May 31, 2022

2023 Stock Incentive Plan

Incorporated by reference from Registrant’s Definitive Additional Materials on Schedule 14A filed on April 18, 2023

List of Subsidiaries

9 unchanged sentences

Filed electronically herewith

Atomera, Incorporated Executive Officer Clawback Policy

Filed electronically herewith

XBRL Instance Document

10 unchanged sentences

Filed electronically herewith

Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 11

Files electronically herewith

management compensatory plan, contract or arrangement.

1 unchanged sentence

None provided.

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.

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.

7 unchanged sentences

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

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.

Chief Executive Officer and Director

10 unchanged sentences

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-K

Item 9A. Controls and Procedures