Atomera Inc 10-K

Item 8. Financial Statements and Supplementary Data Index to Financial Statements Page Report of Independent Registered Public Accounting Firm (PCAOB ID Number 688 ) 30 Balance Sheets at December 31, 2023 and 2022 31 Statements of Operations for the years ended December 31, 2023 and 2022 32 Statements of Stockholders’ Equity for the years ended December 31, 2023 and 2022 33 Statements of Cash Flows for the years ended December 31, 2023 and 2022 34 Notes to the Financial Statements 35 29 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Atomera Incorporated Opinion on the Financial Statements We have audited the accompanying balance sheets of Atomera Incorporated (the “Company”) as of December 31, 2023 and 2022, the related statements of operations, stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /s/ Marcum llp Marcum llp We have served as the Company’s auditor since 2015. Los Angeles, CA February 15, 2024 30 Atomera Incorporated Balance Sheets (in thousands, except per share data) December 31, 2023 2022 ASSETS Current Assets: Cash and cash equivalents $ 12,591 $ 21,184 Short-term investments 6,940 – Unbilled contracts receivable 550 – Interest receivable 79 – Prepaid expenses and other current assets 244 418 Total current assets 20,404 21,602 Property and equipment, net 100 158 Long-term prepaid maintenance and supplies 91 91 Security deposit 14 14 Operating lease right-of-use-asset 517 700 Financing lease right-of-use-asset 2,903 4,164 Total assets $ 24,029 $ 26,729 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 618 $ 397 Accrued expenses 222 173 Accrued payroll related expenses 1,382 967 Current operating lease liability 264 245 Current financing lease liability 1,328 1,126 Total current liabilities 3,814 2,908 Long-term operating lease liability 295 521 Long-term financing lease liability 1,750 2,986 Total liabilities 5,859 6,415 Commitments and contingencies (see Note 11) – – Stockholders’ equity: Preferred stock, $0 .001 par value, authorized 2,500 shares: none issued and outstanding at December 31, 2023 and 2022 – – Common stock, $ 0.001 par value, authorized 47,500 shares; 26,107 shares issued and outstanding at December 31, 2023 and 23,973 issued and outstanding as of December 31, 2022 26 24 Additional paid-in capital 221,229 203,585 Accumulated deficit ( 203,085 ) ( 183,295 ) Total stockholders’ equity 18,170 20,314 Total liabilities and stockholders’ equity $ 24,029 $ 26,729 The accompanying notes are an integral part of these financial statements. 31 Atomera Incorporated Statements of Operations (in thousands, except per share data) Years Ended December 31, 2023 2022 Revenue: $ 550 $ 382 Cost of revenue ( 28 ) ( 81 ) Gross margin 522 301 Operating Expenses: Research and development 12,525 10,038 General and administrative 7,075 6,441 Selling and marketing 1,599 1,348 Total operating expenses 21,199 17,827 Loss from operations ( 20,677 ) ( 17,526 ) Other income (expense): Interest income 723 340 Accretion income 283 – Other income (expense), net 75 – Interest expense ( 194 ) ( 255 ) Total other income (expense), net 887 85 Net loss $ ( 19,790 ) $ ( 17,441 ) Net loss per common share, basic $ ( 0.80 ) $ ( 0.75 ) Net loss per common share, diluted $ ( 0.80 ) $ ( 0.75 ) Weighted average number of common shares outstanding, basic 24,755 23,157 Weighted average number of common shares outstanding, diluted 24,755 23,157 The accompanying notes are an integral part of these financial statements. 32 Atomera Incorporated Statements of Stockholders’ Equity (in thousands) 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 194 – 3,367 – 3,367 Stock option exercises 45 – 244 – 244 At-the-market sale of stock, net of commissions and expenses 527 1 5,762 – 5,763 Net loss – – – ( 17,441 ) ( 17,441 ) Balance December 31, 2022 23,973 $ 24 $ 203,585 $ ( 183,295 ) $ 20,314 Stock-based compensation 357 – 4,013 – 4,013 Stock option exercises 33 – 128 – 128 Forfeited restricted stock awards ( 20 ) – – – – At-the-market sale of stock, net of commissions and expenses 1,764 2 13,503 – 13,505 Net loss – – – ( 19,790 ) ( 19,790 ) Balance December 31, 2023 26,107 $ 26 $ 221,229 $ ( 203,085 ) $ 18,170 The accompanying notes are an integral part of these financial statements. 33 Atomera Incorporated Statements of Cash Flows (in thousands) Years Ended December 31, 2023 2022 CASH FLOWS FROM OPERATING ACTIVITIES Net Loss $ ( 19,790 ) $ ( 17,441 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 77 77 Operating lease right of use asset amortization 216 200 Financing lease right of use asset amortization 1,146 1,229 Stock-based compensation 4,013 3,367 Accretion of discounts on available-for-sales securities ( 254 ) – Gain on sale of assets ( 3 ) – Changes in operating assets and liabilities: Unbilled contracts receivable ( 550 ) – Interest receivable ( 31 ) – Prepaid expenses and other current assets 174 ( 108 ) Accounts payable 221 59 Accrued expenses 49 ( 30 ) Accrued payroll expenses 415 366 Operating lease liability ( 240 ) ( 218 ) Net cash used in operating activities ( 14,557 ) ( 12,499 ) CASH FROM INVESTING ACTIVITIES Acquisition of property and equipment ( 31 ) ( 39 ) Proceeds from sale of property and equipment 15 – Purchase of available-for-sale securities ( 19,539 ) – Maturity of available-for-sale securities 12,804 – Net cash used in investing activities ( 6,751 ) ( 39 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from at-the-market sale of stock, net of commissions and expenses 13,505 5,763 Proceeds from exercise of stock options 128 244 Payments of principal for financing lease ( 918 ) ( 984 ) Net cash provided by financing activities 12,715 5,023 Net decrease in cash and cash equivalents ( 8,593 ) ( 7,515 ) Cash and cash equivalents at beginning of year 21,184 28,699 Cash and cash equivalents at end of year $ 12,591 $ 21,184 Supplemental information: Cash paid for interest $ 194 $ 255 Cash paid for taxes $ – $ – The accompanying notes are an integral part of these financial statements. 34 Atomera Incorporated Notes to the Financial Statements 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. The Company operates as one business segment. 2. LIQUIDITY AND MANAGEMENT PLANS At December 31, 2023, the Company had cash, cash equivalents and short-term investments of approximately $ 19.5 million and working capital of approximately $ 16.6 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 initial organization, financing, expenditures, and scaling of a new business that is not generating positive cashflow. 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 aggregate offering proceeds of up to $50.0 million (the “ATM Facility”). During the year ended December 31, 2023, the Company sold approximately 1.8 million shares pursuant to the ATM at an average price per share of approximately $ 7.97 , resulting in approximately $ 13.5 million of net proceeds to the Company 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. The Company’s operating plans for the next 12 months include increased research and development expenses. 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and reflect the financial position, results of operations and cash flows for all periods presented. 35 Fair Value of Financial Instruments Authoritative guidance requires disclosure of the fair value of financial instruments. The Company’s financial instruments consist of cash and cash equivalents, short-term investments, accounts receivable and accounts payable, the carrying amounts of which approximate their estimated fair values primarily due to the short-term nature of the instruments or based on information obtained from market sources and management estimates. The Company measures the fair value of certain of its financial assets and liabilities on a recurring basis. A fair value hierarchy is used to rank the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value which is not equivalent to cost will be classified and disclosed in one of the following three categories: 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. Cash and Cash Equivalents The Company maintains its operating accounts in a single reputable financial institution. The balances are insured by the U.S. Federal Deposit Insurance Corporation (“FDIC”) up to specified limits. The Company’s cash and cash equivalents are maintained in checking accounts and money market funds with maturities of less than three months when purchased, which are readily convertible to known amounts of cash. Concentration of Credit Risk and Major Customers Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash, cash equivalents, short-term investments and accounts receivable. One customer represented 100 % of revenue during the year ended December 31, 2023. At times, the amounts on deposit at the financial institution exceed the federally insured limits. Management believes that the financial institution which holds the Company’s cash is financially sound and, accordingly, that minimal credit risk exists. As of December 31, 2023 and 2022, the Company’s cash balances were in excess of insured limits maintained at the financial institution. Accounts Receivable and Unbilled Contracts Receivable The Company grants credit to its business customers. Collateral is generally not required for trade receivables. The Company maintains allowances for potential credit losses when necessary. Trade accounts receivable and unbilled contracts receivable are recorded net of allowances for cash discounts for prompt payment, doubtful accounts, and sales returns. The Company’s policy is to reserve for uncollectible accounts based on its best estimate of the amount of probable credit losses in its existing accounts receivable and unbilled contracts receivable accounts under Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . The Company periodically reviews these receivables to determine whether an allowance for doubtful accounts is necessary based on an analysis of past due accounts and other factors that may indicate that the realization of an account may be in doubt. Other factors that the Company considers include its existing contractual obligations, historical payment patterns of its customers and individual customer circumstances, and an analysis of days sales outstanding by customer. Due to the Company’s low volume of customers, management reviews the receivable balances on a customer by customer basis. Account balances deemed to be uncollectible are charged to the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. At December 31, 2023 and 2022, there were no allowances for doubtful accounts since the balances were collected during the year. At December 31, 2023, there was no allowance against the unbilled contracts receivable account as the Company deems the balance fully collectible. 36 Impairment of Long-lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that it is more likely than not that the asset’s carrying amount may not be recoverable. The Company conducts its long-lived asset impairment analyses in accordance with authoritative guidance which requires the Company to group assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluate the asset group against the sum of the undiscounted future cash flows. If the undiscounted cash flows do not indicate the carrying amount of the asset is recoverable, an impairment charge is measured as the amount by which the carrying amount of the asset group exceeds its fair value based on discounted cash flow analysis or appraisals. During the years ended December 31, 2023 and 2022, the Company had noted no indicators of impairment. Property and Equipment Items capitalized as property and equipment are stated at cost. Maintenance and routine repairs are charged to operations when incurred, while betterments and renewals are capitalized. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the respective assets starting when the asset is placed in service. Revenue The Company generates revenue from integration engineering services, which it delivers either pursuant to integration license agreements or delivery of engineering services and from the grant of manufacturing licenses to customers to use its technology in the manufacture of semiconductor wafers and/or devices for the customer’s internal use. Revenue is recognized based on the following steps: (i) identification of the contract, or contracts, with a customer, (ii) identification of the performance obligations in the contract, (iii) determination of the transaction price, (iv) allocation of the transaction price to the performance obligations of the contract, and (v) recognition of revenue when, or as, the Company satisfies a performance obligation. The Company’s integration services generally consist of depositing its proprietary technology onto the customer’s semiconductor wafers and delivering such wafers back to the customer. Revenue from integration services is recognized as the performance obligations are satisfied, which is upon transfer of control of the wafers to the customer (generally upon shipment). Revenue from manufacturing licenses is recognized as the performance obligations are satisfied, which is generally upon delivery of the Company’s MST recipe to the customer but is recognized over time if the performance obligation related to the grant of the license includes customer acceptance. For recognizing integration service revenue from integration license agreements, the Company assesses (i) whether the license grant is distinct from or combined with the transfer of goods or services and (ii) whether the license is a right to access intellectual property or a right to use the intellectual property. For licenses that are not distinct, but combined with other goods or services, the revenue is recognized at a point in time or over time as the obligations to perform the combined services and/or deliver the combined goods are satisfied. The Company’s integration license agreements contain a technology grant as well as a performance obligation to deliver wafers with its technology deposited on them. The Company has determined the grant of rights in these integration license agreements is not distinct from the integration service. Accordingly, revenue from integration license agreements is recognized as the service is provided to the customer. For manufacturing licenses, revenue is recognized at the point in time when the Company delivers its MST recipe because this license confers a right to use the Company’s technology and not a right to access the technology over time. However, in cases where the Company’s grant of a manufacturing license includes a customer acceptance requirement, revenue is recognized over time. The Company’s MSTcad licenses grant customers the right to use MSTcad software to simulate the effects of incorporating MST technology into their semiconductor manufacturing process. Such MSTcad licenses are granted on a monthly basis and revenue is recognized over time. Deferred revenues consist of unearned amounts that have been billed to the customer in advance of the Company’s performance obligations. These amounts have not yet been recognized as revenue. Revenue for these items will be recognized in accordance with the Company’s revenue policy. 37 Research and Development Expenses In accordance with authoritative guidance, the Company charges research and development costs to operations as incurred. Research and development expenses consist of personnel costs for the design, development, testing and enhancement of the Company’s technology, and certain other allocated costs, such as depreciation and other facilities related expenditures. Leases The Company accounts for leases in accordance with ASU No 2016-02, Leases (Topic 842). The Company determines if a contract contains a lease in whole or in part at the inception of the contract. Right-of-use (“ROU”) assets represent its right to use an underlying asset for the lease term while lease liabilities represent its obligation to make lease payments arising from the lease. All leases greater than 12 months result in the recognition of a ROU asset and a liability at the lease commencement date based on the present value of the lease payments over the lease term. Leases are accounted for as operating leases unless it meets one of the following criteria: (a) the lease term accounts for most of the remaining economic life of the underlying asset; (b) the present value of the lease payments is over 90% of the fair value of the underlying asset; (c) the underlying asset would have no alternative use for the lessor at the end of the lease; or (d) ownership of the underlying assets transfers to the Company at the end of the lease term. If the lease meets one of these criteria, then it would be accounted for as financing lease and the ROU assets would be amortized over the life of the lease and interest expense is recognized on the liability. Stock-based Compensation The Company computes stock-based compensation in accordance with authoritative guidance. The Company uses the Black-Scholes-Merton option-pricing model to determine the fair value of its stock options. The Black-Scholes-Merton option-pricing model includes various assumptions, including the fair market value of the common stock of the Company, expected life of stock options, the expected volatility and the expected risk-free interest rate, among others. These assumptions reflect the Company’s best estimates, but they involve inherent uncertainties based on market conditions generally outside the control of the Company. Forfeitures are recorded when they occur. As a result, if other assumptions had been used, stock-based compensation cost, as determined in accordance with authoritative guidance, could have been materially impacted. Furthermore, if the Company uses different assumptions on future grants, stock-based compensation cost could be materially affected in future periods. Income Taxes In accordance with authoritative guidance, deferred tax assets and liabilities are recorded for temporary differences between the financial reporting and tax bases of assets and liabilities using the current enacted tax rate expected to be in effect when the differences are expected to reverse. A valuation allowance is recorded on deferred tax assets unless realization is considered more likely than not. The Company evaluates its tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are not recorded as a tax benefit or expense in the current year. The Company recognizes interest and penalties, if any, related to uncertain tax positions in interest expense. No interest and penalties related to uncertain tax positions were accrued at either December 31, 2023 or 2022. The Company follows authoritative guidance which requires the evaluation of existing tax positions. Management has analyzed all open tax years, as defined by the statute of limitations, for all major jurisdictions, which includes both federal and states where the Company has operations. Open tax years are those that are open for examination by taxing authorities. 38 Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates are used when accounting for the fair value of stock-based compensation, borrowing rates used for lease accounting and valuation allowance against deferred tax assets. Actual results could differ from those estimates. Subsequent Events Management has evaluated subsequent events and transactions occurring through the date these financial statements were issued. See Note 14. Adoption of Recent Accounting Standards In November 2023, the FASB issued ASU, No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). The new guidance requires the disclosure of significant segment expenses even if the entity is a single reportable segment. This guidance applies to all public entities and is effective for all annual periods beginning after December 15, 2023 and for interim periods beginning after December 15, 2024. The Company adopted this standard on January 1, 2024 and it did not have a material impact on its financial position, results of operations or financial statement disclosure. Recent Accounting Standards In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-08”). This new guidance requires entities on an annual basis disclose specific categories in the income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. The guidance applies to annual periods beginning after December 15, 2024 on a prospective basis, (early adoption is permitted). The Company does not believe ASU 2023-09 will have a material impact on its financial position, results of operations or financial statement disclosure. 4. CASH EQUIVALENTS AND INVESTMENTS The Company’s cash, cash equivalents and short-term investments that were measured at fair value on a recurring basis as Level 1 assets, classified by security type as of December 31, 2023 and 2022 consisted of the following (in thousands): Schedule of cash equivalents and investments December 31, 2023 2022 Cost Accretion of Discount Fair Value Cost Fair Value Cash $ 157 $ – $ 157 $ 1 $ 1 Money market funds 12,434 – 12,434 21,183 21,183 US treasury bills 2,931 50 2,981 – – US agency bonds 3,938 21 3,959 – – Total $ 19,460 $ 71 $ 19,531 $ 21,184 $ 21,184 39 5. REVENUE The Company recognizes revenue in accordance with ASC 606. 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 at the time when goods or services are transferred and/or delivered to its customers. Revenue is recognized when the Company satisfies a performance obligation by transferring the product or service to the customer, either at a point in time or over time. The Company usually recognizes revenue from integration service agreements and from manufacturing licenses at a point in time unless the agreements provide for customer acceptance in which case revenue is recognized over time. Revenue from integration license agreements and from MSTcad licenses are recognized over a period of time. The following table provides information about disaggregated revenue by primary geographical markets and timing of revenue recognition for the years ended December 31, 2023 and 2022 (in thousands): Schedule of disaggregated revenue and timing of revenue Year Ended December 31, 2023 2022 Primary geographic markets North America $ – $ 82 Europe 550 – Asia Pacific – 300 Total $ 550 $ 382 Timing of revenue recognition Products and services transferred at a point in time $ – $ 375 Products and services transferred over time 550 7 Total $ 550 $ 382 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. 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. 40 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 Year Ended December 31, 2023 2022 Stock Options 3,369 3,009 Unvested restricted stock 419 340 Total 3,788 3,349 7. PROPERTY AND EQUIPMENT Property and equipment consisted of the following (in thousands): Schedule of property and equipment December 31, 2023 2022 Laboratory equipment $ 173 $ 210 Computer equipment 165 145 Furniture and fixtures 92 85 Leasehold improvements 24 24 Software 4 4 Office equipment 4 4 462 472 Less: Accumulated depreciation and amortization ( 362 ) ( 314 ) Total net assets $ 100 $ 158 Depreciation and amortization expense relating to property and equipment was approximately $ 77,000 for each of the years ended December 31, 2023 and 2022. The Company depreciates computer equipment, laboratory equipment and office equipment on straight-line basis over three years. Furniture and fixtures are depreciated on a straight-line basis over five years. The Company amortizes software on straight-line basis over three years. Leasehold improvements are amortized over the remaining life of the lease. 8. LEASES The Company leases corporate office space in Los Gatos, California. In August 2020, the Company and its landlord amended the lease for this office. The amendment extended the expiration date of the operating lease to January 2026 and increased the space from 3,396 square feet to 4,101 square feet. Under ASC 842, the lease amendment was treated as a separate lease for the new space and a modification of the lease for the original space. In January 2021 the additional space became available for use, and the Company recorded an additional ROU asset and corresponding liability of approximately $ 144,000 . The lease liability is based on the present value of the minimum lease payments, discounted using the Company’s estimated incremental borrowing rate at lease inception of 5.25 %. The lease contains escalating payments on the anniversary of the original commencement which are included in the measurement of the initial lease liability. Additional payments based on a change in the Company’s share of the operating expenses, including property taxes and insurance, are recorded as a period expense when incurred. 41 In March 2021, the Company began leasing 474 square feet of office space in Tempe, Arizona. The new lease is classified as an operating lease with an initial term of two years and an option to extend for an additional three years through February 2026. The renewal option was exercised in January 2023. The lease also contains a performance standard for research collaboration with Arizona State University. The agreement requires a minimum value of collaborative research in each year of the lease. The lease is accounted for under ASC 842 and accordingly, the research payments are included in the ROU and lease liability at commencement. 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 October 2019, the Company entered into an agreement to lease a tool for use in the development of the Company’s technology. The lease agreement established a monthly lease payment of $150,000 per month. The lease contains a provision for an annual adjustment of lease payments based on tool availability and usage during the preceding 12 months and the adjusted payment is calculated on August 1 of each year of the lease. 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 lease payments resulted in a reduction in the ROU and corresponding lease liability. Effective August 1, 2023, the lease payments for this tool were adjusted to $137,650 per month for the period August 1, 2023 through July 31, 2024. This adjustment to the lease payments also resulted in a reduction in the ROU and corresponding lease liability. 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. Lease expense for operating leases consists of the lease payments recognized on a straight-line basis over the lease term. Expenses for financing leases consists of the amortization expenses recognized on a straight-line basis over the lease term and interest expense. The components of lease costs were as follows (in thousands): Schedule of components of lease costs Year Ended December 31, 2023 2022 Financing lease costs: Amortization of ROU assets $ 1,146 $ 1,229 Interest on lease liabilities 194 255 Total financing lease costs $ 1,340 $ 1,484 Operating lease costs Fixed lease costs $ 257 $ 248 Variable lease costs 2 – Short-term lease costs 1,045 35 Total operating lease costs $ 1,304 $ 283 42 Future minimum payments under non-cancellable leases as of December 31, 2023 were as follows (in thousands): Schedule of future minimum payments For the Year Ended December 31, Financing leases Operating leases 2024 $ 1,367 $ 271 2025 1,436 298 2026 478 24 Total future minimum lease payments 3,281 593 Less imputed interest ( 203 ) ( 34 ) Total lease liability $ 3,078 $ 559 The below table provides supplemental information and non-cash activity related to the Company’s operating and financing leases (in thousands): Schedule of supplemental information and non-cash activity related to operating and financing leases Year Ended December 31, 2023 2022 Operating cash flow information: Cash paid for amounts included in the measurement of operating lease liabilities $ 272 $ 265 Cash paid for amounts included in the measurement of financing lease liabilities $ 1,112 $ 1,239 Non-cash activity: Right-of-use assets obtained in exchange for operating lease obligations $ 33 $ – Remeasurement of right-of use asset and liability in financing lease obligations $ ( 115 ) $ ( 458 ) 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 financing leases and 5.48 % for the Company’s operating leases. The weighted average remaining lease term is 2.6 years for the financing lease and 2.1 years for operating leases. 9. COMMITMENTS AND CONTINGENCIES Legal The Company may be involved, from time to time, in legal proceedings and claims arising in the ordinary course of its business. Such matters are subject to many uncertainties and outcomes and are not predictable with assurance. While management believes that such matters are currently insignificant, matters arising in the ordinary course of business for which the Company is or could become involved in litigation may have a material adverse effect on its business and financial condition. The Company is not party to any material litigation as of December 31, 2023 or through the date these financial statements have been issued. 43 10. STOCKHOLDERS’ EQUITY The Company is authorized to issue to up 2,500 ,000 shares of preferred stock, $ .001 par value. As of December 31, 2023, and 2022, no shares have been designated and no shares are issued and outstanding. Preferred stock may rank prior to common stock with respect to dividends rights, liquidation preferences, or both, and may have full or limited voting rights. 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 we may offer and sell, from time to time at our sole discretion, shares of our common stock having aggregate offering proceeds of up to $50.0 million in an “at-the-market” or ATM offering, to or through the agents. During the year ended December 31, 2023, approximately 1.8 million shares were sold at an average price per share of approximately $ 7.97 , resulting in approximately $ 13.5 million of net proceeds to us after deducting commissions and other offering expenses. As of December 31, 2023, the Company has remaining capacity on the ATM of approximately $ 29.8 million . As of December 31, 2023, the Company has reserved approximately 3.4 million shares of common stock for issuance pursuant to outstanding stock options. 11. STOCK-BASED COMPENSATION The Company’s 2007 Equity Incentive Plan (the “2007 Plan) expired in March 2017, however all options and warrants outstanding at the time of the expiration remained outstanding and exercisable by their term. As of December 31,2023, options to purchase approximately 1.5 million shares of common stock remain outstanding under the 2007 Plan. In May 2017, the Company’s shareholders approved its 2017 Stock Incentive Plan (the “2017 Plan”). 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 share grants. The Company reserved a total of 3,750 ,000 shares of common stock for issuance under the 2017 Plan. All employees, officers, directors, consultants, advisors and other persons who provide services to the Company or any subsidiaries of the Company are eligible to receive incentive awards under the 2017 Plan. As of December 31, 2023, awards of approximately 3.7 million shares of common stock had been granted under the 2017 Plan, net of forfeited restricted stock and option awards and approximately 25,000 shares of common stock are reserved for issuance. In May 2023, the Company’s shareholders approved its 2023 Stock Incentive Plan (the “2023 Plan”). 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 share grants. The Company reserved a total of 2,000 ,000 shares of common stock for issuance under the 2023 Plan. All employees, officers, directors, consultants, advisors and other persons who provide services to the Company or any subsidiaries of the Company are eligible to receive incentive awards under the 2023 Plan. As of December 31, 2023, awards of approximately 78,000 shares of common stock had been granted under the 2023 Plan, net of forfeited restricted stock and option awards and approximately 1.9 million shares of common stock are reserved for issuance. The following table summarizes the stock-based compensation expense recorded in the Company’s results of operations during the years ended December 31, 2023 and 2022 for stock options and restricted stock (in thousands): Schedule of stock-based compensation expense Year Ended December 31, 2023 2022 Research and development $ 1,408 $ 1,153 General and administrative 2,265 1,965 Selling and Marketing 340 249 Total $ 4,013 $ 3,367 44 As of December 31, 2023, there was approximately $ 6.6 million of total unrecognized compensation expense related to non-vested share-based compensation arrangements that are expected to vest. This cost is expected to be recognized over a weighted-average period of 2.5 years. The Company records compensation expense for employee awards with graded vesting using the straight-line method. The Company records compensation expense for non-employee awards with graded vesting using the accelerated expense attribution method. The Company recognizes compensation expense over the requisite service period applicable to each individual award, which generally equals the vesting term. The Company estimates the fair value of each option award using the Black-Scholes-Merton option pricing model. Forfeitures are recognized when realized. The fair value of employee stock options issued was estimated using the following weighted-average assumptions: Schedule of weighted-average assumptions Year Ended December 31, 2023 2022 Exercise price: $ 6.54 $ 14.21 Grant date fair value per share: $ 4.94 $ 10.37 Assumptions: Expected volatility 82.59 % 83.18 % Weighted average expected term (in years) 6.82 6.51 Risk-free interest rate 4.03 % 1.96 % Expected dividend yield 0.0 % 0.0 % The risk-free interest rate was obtained from U.S. Treasury rates for the applicable periods. The Company’s expected volatility was based upon the historical volatility of the Company. The expected life of the Company’s options was determined using the simplified method as a result of limited historical data regarding the Company’s activity. The dividend yield considers that the Company has not historically paid dividends and does not expect to pay dividends in the foreseeable future. The following table summarizes stock option activity (in thousands except exercise prices and contractual terms): Schedule of stock option activity Number of Shares Weighted- Average Exercise Prices Weighted-Average Remaining Contractual Term (In Years) Intrinsic Value Outstanding at January 1, 2023 3,009 $ 7.07 Granted 393 $ 6.54 Exercised ( 33 ) $ 3.90 Outstanding at December 31, 2023 3,369 $ 7.04 4.66 $ 3,437 Exercisable at December 31, 2023 2,862 $ 6.64 3.95 $ 3,190 45 During the year ended December 31, 2023, the Company granted options under its 2017 Plan and 2023 Plan to purchase approximately 393 ,000 shares of its common stock to its employees. The fair value of these options was approximately $ 1.9 million . 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 restricted stock activity (in thousands except per share data): Schedule of restricted stock activity Number of Shares Weighted-Average Grant Date Fair Value Outstanding at January 1, 2023 340 $ 10.78 Granted 357 $ 7.00 Vested ( 258 ) $ 8.27 Forfeited ( 20 ) $ 8.63 Outstanding non-vested shares at December 31, 2023 419 $ 9.21 12. 401(k) PLAN During 2002, the Company established a plan under Section 401(k) of the Internal Revenue Code (the 401(k) Plan). The 401(k) Plan covers substantially all of its employees who have attained 18 years of age. Employees may elect to contribute part of their annual compensation to the 401(k) Plan, up to the maximum deferral allowance for individuals by the Internal Revenue Service under Code Section 401(k), and the Company may make a matching contribution. During the years ended December 31, 2023 and 2022, the Company made matching contributions of approximately $ 82,000 and $ 78,000 , respectively. 13. INCOME TAXES Schedule of provision for income taxes The loss before provision for income taxes consisted of the following (in thousands): Year Ended December 31, 2023 2022 Domestic $ ( 19,790 ) $ ( 17,441 ) International – – Total $ ( 19,790 ) $ ( 17,441 ) The Company had $ 0 current income tax expense for the years ended December 31, 2023 and 2022, respectively. The Company accounts for income taxes in accordance with ASC 740, which requires that the tax benefit of net operating losses, temporary differences and credit carryforwards be recorded as an asset to the extent that management assesses that realization is “more likely than not.” Realization of the future tax benefits is dependent on the Company's ability to generate sufficient taxable income within the carryforward period. Because of the Company's recent history of operating losses, management believes that recognition of the deferred tax assets arising from the above-mentioned future tax benefits is currently not likely to be realized and, accordingly, has provided a full valuation allowance. The valuation allowance increased by approximately $ 4.4 million and $ 4.5 million during the years ended December 31, 2023 and 2022, respectively. 46 The Company’s deferred tax assets are as follows (in thousands): Schedule of deferred tax assets Year Ended December 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 27,077 $ 25,309 Tax credit 2,559 2,197 Fixed assets and intangibles 603 798 Stock compensation 1,327 1,052 Accruals and other 303 212 Lease liability 802 1,079 Capitalized research and development 3,822 1,797 Total deferred tax assets 36,493 32,444 Deferred tax liabilities: Right of use asset ( 755 ) ( 1,076 ) Total deferred tax assets ( 755 ) ( 1,076 ) Valuation allowance ( 35,738 ) ( 31,368 ) Net deferred tax asset $ – $ – Net operating losses and tax credit carryforwards as of December 31, 2023, are as follows (in thousands): Schedule of net operating losses and tax credit carryforwards Amount Expiration in years Net operating losses, federal $ 84,084 No expiration Net operating losses, federal $ 34,791 2027-2037 Net operating losses, state $ 38,509 2030-2043 Tax credits, federal $ 2,121 2036-2043 Tax credits, state $ 897 No expiration Tax credits, state $ 1,046 2031-2038 The effective tax rate of the Company’s provision (benefit) for income taxes differs from the federal statutory rate as follows: Schedule of effective tax rate Year ending December 31, 2023 2022 Statutory rate 21.00 % 21.00 % State rate 1.29 % 3.51 % Change in valuation allowance ( 22.08 )% ( 25.95 )% Other non-deductible items ( 0.02 )% – % Change in tax credits 0.66 % 0.70 % Foreign withholding tax – % – % Section 382 limitation – % – % Section 162(m) limitation ( 0.11 )% ( 0.47 )% Stock based compensation excess windfall ( 0.74 )% 1.20 % Total – % – % 47 Utilization of U.S. net operating losses and tax credit carryforwards may be limited by “ownership change” rules, as defined in Section 382 and Section 383 of the Internal Revenue Code. Similar rules may apply under state tax laws. Under those sections of the Code, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change attributes, such as research tax credits, to offset its post-change income or tax may be limited. In general, an “ownership change” will occur if there is a cumulative change in ownership by “5% stockholders” that exceeds 50 percentage points over a rolling three-year period. The Company establishes reserves for uncertain tax positions based on the largest amount that is more-likely-than-not to be sustained. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. It is the Company’s policy to recognize interest and penalties related to income tax matters in income tax expense. As of December 31, 2023 and 2022, respectively, the Company has no accrued interest or penalties related to uncertain tax positions. The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. In the normal course of business, the Company is subject to examination by their respective taxing authorities. The Company is not currently under audit by the Internal Revenue Service or other similar state or local authority. The statute of limitations remains effectively open for all tax years since inception (2007). Tax years outside the normal statute of limitations remain open to examination by tax authorities due to tax attributes generated in earlier years which have been carried forward and may be examined and adjusted in subsequent years when utilized. The following table summarizes the activity related to the Company’s gross unrecognized tax benefits for the years ended December 31, 2023 and 2022 (in thousands): Schedule of unrecognized tax benefits 2023 2022 January 1 – unrecognized tax benefits $ 1,046 $ 896 Increases (decreases) – prior year tax positions 10 ( 1 ) Increases – current year tax positions 163 151 December 31 - unrecognized tax benefits $ 1,219 $ 1,046 The following table summarizes the activity in the Company’s Valuation Allowance and Qualifying Accounts (in thousands): Schedule of valuation allowance Balance at Beginning of Year Additions Deductions Balance at End of Year Deferred tax assets valuation allowance Year ended December 31, 2023 $ 31,368 $ 4,536 $ 166 $ 35,738 Year ended December 31, 2022 $ 26,842 $ 4,636 $ 110 $ 31,368 14. SUBSEQUENT EVENTS Management has evaluated subsequent events and transactions through the date these financial statements were issued. Since December 31, 2023, the Company has issued approximately 500,000 additional shares through its ATM offering at an average price per share of $8.08 resulting in additional net proceeds, after deduction of commissions and expenses of approximately $3.9 million. 48 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Not applicable.