What changed in this filing

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Item 1. Financial Statements

2024-10-29 compared with 2024-07-30 · 127 added, 87 removed, 389 unchanged (35% of the section changed)

3 unchanged sentences

(in thousands, except per share data)

September 30,

Current assets:

26 unchanged sentences

Preferred stock $ 0.001 par value, authorized 2,500 shares;

none issued and outstanding as of June 30, 2024 and December 31, 2023

none issued and outstanding as of September 30, 2024 and December 31, 2023

Common stock:

$ 0.001 par value, authorized 47,500 shares;

27,622 shares issued and 27,610 outstanding as of June 30, 2024;

28,289 shares issued and outstanding as of September 30, 2024;

and 26,107 shares issued and outstanding as of December 31, 2023

Additional paid in capital

Other comprehensive income (loss)

Other comprehensive income

Accumulated deficit

7 unchanged sentences

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Cost of revenue

23 unchanged sentences

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

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

3 unchanged sentences

Statements of Stockholders’ Equity

For the Three and Six Months Ended June 30,

For the Three and Nine Months Ended September

30, 2024 and 2023

14 unchanged sentences

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

gain (loss) on available-for-sale securities

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

Balance June 30, 2024

$ ( 212,268 )

Stock-based compensation

Forfeiture of restricted stock issuances

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

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

Balance September 30, 2024

$ ( 216,863 )

Comprehensive

13 unchanged sentences

$ ( 193,466 )

Stock-based compensation

Stock option exercise

Forfeited restricted stock awards

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

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

Balance September 30, 2023

$ ( 198,505 )

The accompanying notes are an integral part of

3 unchanged sentences

(in thousands)

Six Months Ended

Nine Months Ended

September 30,

CASH FLOWS FROM OPERATING ACTIVITIES

4 unchanged sentences

Stock-based compensation

Change in unrealized gain (loss) on cash equivalents

Net accretion of discounts on available-for-sale securities

31 unchanged sentences

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

For the Three Months Ended March 31, 2024 and

For the Three and Nine Months Ended September

NATURE OF OPERATIONS

8 unchanged sentences

LIQUIDITY AND MANAGEMENT PLANS

At June 30, 2024, the Company

had cash, cash equivalents and short-term investments of approximately $ 18.3 million and working capital of approximately $ 15.8 million .

At September 30, 2024, the

Company had cash, cash equivalents and short-term investments of approximately $ 17.3 million and working capital of approximately $ 14.4

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

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

2 unchanged sentences

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 agents, having aggregate offering proceeds of up to $50.0 million (the “ATM Facility”).

the three-month period ended June 30, 2024, the Company sold approximately 669,000 shares pursuant to the ATM at an average price per

share of approximately $ 3.82 , resulting in approximately $ 2.4 million of net proceeds to the Company after deducting commissions and other

offering expenses.

During the six-month period ended June 30, 2024, the Company sold approximately 1.2 million shares pursuant to the

ATM at an average price per share of approximately $ 5.66 , resulting in approximately $ 6.4 million of net proceeds to the Company after

deducting commissions and other offering expenses.

As of June 30, 2024, the Company has a remaining capacity on the ATM of approximately

$ 23.1 million .

offerings to or through the agents, having aggregate offering proceeds of up to $50.0 million (the “ATM”).

During the three-month

period ended September 30, 2024, the Company sold approximately 691,000 shares pursuant to the ATM at an average price per share of approximately

$ 3.18 , resulting in approximately $ 2.1 million of net proceeds to the Company after deducting commissions and other offering expenses.

During the nine-month period ended September 30, 2024, the Company sold approximately 1.9 million shares pursuant to the ATM at an average

price per share of approximately $ 4.74 , resulting in approximately $ 8.5 million of net proceeds to the Company after deducting commissions

and other offering expenses.

As of September 30, 2024, the Company has a remaining capacity on the ATM of approximately $ 20.9 million .

Based on the funds it has

12 unchanged sentences

The unaudited condensed financial

statements of the Company for the three and six months ended June 30, 2024 and 2023 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, 2023 was derived from the audited financial statements included in the Company's financial

statements as of and for the year ended December 31, 2023, included in the Company’s Annual Report on Form 10-K filed with the SEC

on February 15, 2024.

statements of the Company for the three and nine months ended September 30, 2024 and 2023 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

The balance sheet information as of December 31, 2023 was derived from the audited financial statements included in the Company's

financial statements as of and for the year ended December 31, 2023, included in the Company’s Annual Report on Form 10-K filed

with the SEC on February 15, 2024.

These unaudited condensed financial statements should be read in conjunction with that report.

12 unchanged sentences

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

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

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

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

6 unchanged sentences

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, 2024 have had or are expected to have

a significant impact on the Company’s financial statements.

In November 2023, the Financial

Accounting Standards Board issued Accounting Standards Update 2023-07, Improvements to Reportable Segment Disclosures .

The amendments

in this update improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expense

categories included in each reported measure of a segment's profit or loss on an interim and annual basis.

The amendments in this update

are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15,

Early adoption is permitted.

The update should be applied retrospectively to all prior periods presented in the financial statements.

The Company has not yet adopted this update and is does not expect this new standard will have on its financial position and results of

FAIR VALUE MEASUREMENTS

13 unchanged sentences

that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

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

Company’s cash, cash equivalents and short-term investments classified by security type as of June 30, 2024 and December 31, 2023

consisted of the following (in thousands):

The Company’s cash equivalents

and short-term investments 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 September 30, 2024 and December 31, 2023 consisted of the

following (in thousands):

Schedule of fair value measurements

June 30, 2024

September 30, 2024

Unrealized Gain/(Loss)

1 unchanged sentence

Money market funds

US treasury bills

US agency bonds

18 unchanged sentences

Schedule of disaggregated revenue by primary geographical markets and timing of revenue recognition

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended

September 30,

Nine Months Ended

September 30,

Primary geographic markets

13 unchanged sentences

All unbilled contracts receivable as of December 31, 2023 were billed and received

during the six months ended June 30, 2024.

during the nine months ended September 30, 2024.

Deferred Revenue

1 unchanged sentence

revenue for customers that were issued invoices, but the Company has not yet recognized the revenue based on its revenue recognition policy.

As of June 30, 2024, the Company has approximately $ 13 ,000 of deferred revenue that it expects to recognize over the next 12 months.

As of September 30, 2024, the Company has approximately $ 8 ,000 of deferred revenue that it expects to recognize over the next four months.

BASIC AND DILUTED LOSS PER SHARE

14 unchanged sentences

Schedule of anti-dilutive shares

Six Months Ended

Nine Months Ended

September 30,

Stock Options

15 unchanged sentences

corresponding lease liability.

Effective August 1, 2024, the lease payments for this tool were adjusted to $124,071 per month for the

period August 1, 2024 through July 31, 2025.

This adjustment to the lease payments also resulted in a reduction in the ROU and corresponding

lease liability.

Effective May 1, 2023, the

19 unchanged sentences

Schedule of lease costs

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended

September 30,

Nine Months Ended

September 30,

Financing lease costs:

4 unchanged sentences

Fixed lease costs

Variable lease costs

Short-term lease costs

1 unchanged sentence

Future minimum payments under non-cancellable leases

as of June 30, 2024 were as follows (in thousands):

as of September 30, 2024 were as follows (in thousands):

Schedule of future minimum payments

6 unchanged sentences

Total lease liability

The below table provides

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

Schedule of supplemental

information and non-cash activity

Three Months Ended June 30,

Six Months Ended June 30,

The table below provides supplemental

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

Schedule of supplemental information and non-cash activity

Three Months Ended

September 30,

Nine Months Ended

September 30,

Operating cash flow information:

3 unchanged sentences

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

Remeasurement of right-of-use assets and liability in financing lease

The table above does not include

18 unchanged sentences

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.

As of June 30, 2024, approximately 1.4 million shares remain available for issuance under both available plans.

As of September 30, 2024, approximately 1.2 million shares remain available for issuance under both available plans.

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, 2024 and 2023 for stock options and restricted stock granted under the Company’s incentive plans (in thousands):

the stock-based compensation expense recorded in the Company’s results of operations for stock options and restricted stock granted

under the Company’s incentive plans (in thousands):

Schedule of stock-based compensation expense

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Research and development

1 unchanged sentence

Selling and marketing

As of June 30, 2024, there

was approximately $ 7.8 million of total unrecognized compensation expense related to unvested share-based compensation arrangements.

cost is expected to be recognized over a weighted-average period of 2.9 years.

As of September 30, 2024,

there was approximately $ 7.2 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 2.8 years.

The weighted average grant

date fair value per share of the options granted under the Company’s Plans were $ 3.92 for the three months ended June 30, 2024.

Options were no t issued in the three months ended June 30, 2023.

The weighted average grant date fair value per share of the options granted

under the Company’s Plans were $ 4.97 and $ 4.95 for the six months ended June 30, 2024 and 2023, respectively.

date fair value per share of the options granted under the Company’s Plans were $ 2.70 and $ 4.68 for the three months ended September

30, 2024 and 2023, respectively.

The weighted average grant date fair value per share of the options granted under the Company’s

Plans were $ 4.26 and $ 4.94 for the nine months ended September 30, 2024 and 2023, respectively.

The following table summarizes

stock option activity during the six months ended June 30, 2024 (in thousands except exercise prices and contractual terms):

stock option activity during the nine months ended

September 30, 2024 (in thousands except exercise prices and contractual terms):

Schedule of stock option activity

2 unchanged sentences

Outstanding at January 1, 2024

Outstanding at June 30, 2024

Exercisable at June 30, 2024

During the six months ended

June 30, 2024, the Company granted options under the 2017 and 2023 Plans to purchase approximately 369,000 shares of its common stock

Outstanding at September 30, 2024

Exercisable at September 30, 2024

During the nine months ended

September 30, 2024, the Company granted options under the 2017 and 2023 Plans to purchase approximately 536,000 shares of its common stock

to its employees and consultants.

3 unchanged sentences

The following

table summarizes all restricted stock activity during the six months ended June 30, 2024 (in thousands except per share data):

table summarizes all restricted stock activity during the nine months ended September 30, 2024 (in thousands except per share data):

Schedule of restricted stock activity

2 unchanged sentences

Outstanding at January 1, 2024

Outstanding non-vested shares at June 30 2024

During the six months ended

June 30, 2024, the Company granted approximately 342,000

Outstanding non-vested shares at September 30 2024

During the nine months ended

September 30, 2024, the Company granted approximately 342,000

restricted stock awards under the 2017 and 2023 Plans.

6 unchanged sentences

The Company is not party to any material

litigation as of June 30, 2024, or through the date these financial statements have been issued.

On April 28, 2024, the Company sold 2,247 shares of its common stock

to the Chief Executive Officer (CEO, Scott Bibaud at a price of $ 4.45 per share, which was determined to be the fair market value on the

date of the transaction.

The total proceeds from the sale amounted to approximately $ 10,000 .

litigation as of September 30, 2024, or through the date these financial statements have been issued.

On April 28, 2024, the Company

shares of its common stock to the Chief Executive Officer, Scott Bibaud, at a price of $ 4.45

per share, which was determined to be the fair market value on the date of the transaction.

The total proceeds from the sale amounted

to approximately $ 10,000 .

SUBSEQUENT EVENTS

1 unchanged sentence

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

Since June 30, 2024, the Company has issued

Since September 30, 2024, the Company has issued

approximately 489,000 additional shares through its ATM offering at an average price per share of $3.27 resulting in additional net proceeds

of approximately $789,000 .

of approximately $1.6 million.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements