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Item 9A. Controls and Procedures

2025-03-04 compared with 2024-02-15 · 134 added, 60 removed, 100 unchanged (66% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures .

Our management, with the participation

of our chief executive officer and chief financial officer evaluated the effectiveness of our disclosure controls and procedures pursuant

to Rule 13a-15(e) under the Exchange Act.

Based upon that evaluation, our management, including our chief executive officer and chief

financial officer, concluded that our disclosure controls and procedures were effective as of December 31, 2023 in ensuring all material

information required to be disclosed by us is recorded, processed, summarized and reported, within the time periods specified in the Commission's

rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and

chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Our management maintains disclosure

controls and procedures that are designed to ensure that information required to be disclosed in our periodic and current reports that

we file with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms,

and that such information is accumulated and communicated to our management, including our Chief Executive Officer (principal executive

officer) and Chief Financial Officer) principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance

of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible

controls and procedures.

Our management, with the participation of our chief executive officer and chief financial officer, evaluated

the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(e) under the Exchange Act.

Based upon that evaluation,

our management, including our chief executive officer and chief financial officer, concluded that our disclosure controls and procedures

were not effective as of December 31, 2024 because of the material weakness described below.

Notwithstanding the identified

material weakness, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our consolidated

financial statements included in this Annual Report on Form 10-K present fairly, in all material respects, our financial condition, results

of operations and cash flows for the periods presented in conformity with generally accepted accounting principles.

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, 2023 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, 2024 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.

1 unchanged sentence

for establishing and maintaining adequate internal controls over financial reporting, as defined under Rule 13a-15(f) under the Exchange

Our management has assessed the effectiveness of our internal controls over financial reporting as of December 31, 2023 based on

the framework established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway

Commission (2013 Framework) (“COSO”).

Our internal control system was designed to provide reasonable assurance to our management

and board of directors regarding the preparation and fair presentation of published financial statements.

Our management assessed the

effectiveness of our internal control over financial reporting as of December 31, 2023, and based on that evaluation, management concluded

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.

report was not subject to attestation by our registered public accounting firm pursuant to the rules of the Securities and Exchange Commission

Our management has assessed the effectiveness of our internal controls over financial reporting (“ICFR”) as of December

31, 2024 based on the framework established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations

of the Treadway Commission (2013 Framework) (“COSO”).

Based on this assessment, management has identified a material weakness

in our internal controls because we did not design and implement effective controls over the review and approval of journal entries into

our general ledger.

As a result of our identification of this material weakness, we have concluded that our ICFR was not effective as

of December 31, 2024.

We attribute this material weakness primarily due to an insufficient number of resources that would allow us to

segregate duties in our accounting department.

We intend to remediate the material weakness by designing and implementing controls related

to the review and approval of journal entries.

Our Audit Committee has reviewed

our findings and proposed remediation.

With the oversight of senior management and our Audit Committee, we will continue to assess, implement

and redesign our ICFR.

We will determine that our material weakness has been fully remediated only after we have (i) implemented and

tested the necessary changes and (ii) observed the remediated controls operate for a sufficient period of time for us to determine that

such controls are operating effectively.

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

that permit us to provide only management’s report in this Annual Report.

Other Information

(a) Entry into Material Definitive Agreements

On March 3, 2025, we entered

into employment agreements with Scott Bibaud for the position of President and Chief Executive Officer, Francis B.

Laurencio for the position

of Chief Financial Officer and Robert Mears for the position of Chief Technology Officer.

We previously entered into employment agreements

Laurencio and Dr.

Mears, however, all of those agreements expired on December 30, 2024.

Bibaud Employment Agreement.

Pursuant to our employment

agreement with Mr.

Bibaud, we will compensate Mr.

Bibaud at the annual rate of $462,800.

Bibaud is eligible to receive an annual bonus

of up to 100% of his base salary based on performance criteria set by the compensation committee of our board of directors (the “Committee”).

Bibaud is eligible for participation in all other plans that we may establish from time to time.

The employment agreement entitles

Bibaud to reasonable and customary health insurance and other benefits, at our expense.

In the event of Mr.

Bibaud’s termination

without cause or resignation for good reason, as such terms are defined in the employment agreement (each, an “involuntary termination”),

Bibaud will be entitled to:

(i) a lump sum severance payment in the amount of eighteen (18) months of his base salary, (ii) , reimbursement

of his costs for health insurance for up to twelve (12) months and (iii) have all outstanding and unvested equity awards will undergo

18 months of accelerated vesting.

The employment agreement further provides that in the event of a change of control of the Company, all

Bibaud’s outstanding and unvested equity awards will become fully vested.

Laurencio Employment Agreement

Pursuant to our employment

agreement with Mr.

Laurencio, we will compensate Mr.

Laurencio with an annual salary of $355,000.

Laurencio is eligible to receive

an annual bonus of up to 55% of his salary.

Laurencio is also eligible to participate in all other plans that we may establish from

time to time.

The employment agreement entitles Mr.

Laurencio to reasonable and customary health insurance and other benefits, at our

expense, and a lump sum severance payment in the amount of twelve (12) months of his base salary and reimbursement for up to twelve (12)

months of health insurance in the event of his involuntary termination.

The employment agreement further provides that in the event of

a change of control of the Company, all of Mr.

Laurencio’s outstanding and unvested equity awards will become fully vested.

Mears Employment Agreement

Pursuant to our employment

agreement with Dr.

Mears, we will compensate Dr.

Mears with an annual salary of $360,000.

Mears is eligible to receive an annual bonus

of up to 50% of his salary.

Mears is entitled to reasonable and customary health insurance and other benefits, at our expense, and

a lump sum severance payment in the amount of twelve (12) months of his base salary and reimbursement for up to twelve (12) months of

health insurance in the event of his involuntary termination.

The employment agreement further provides that in the event of a change

of control of the Company, all of Dr.

Mears’ outstanding and unvested equity awards will become fully vested.

(b) Insider Trading Arrangements

During the quarter ended December

4 unchanged sentences

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 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

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 2024 fiscal year

pursuant to Regulation 14A for our 2025 Annual Meeting of Stockholders, or the 2025 Proxy Statement, and the information to be included

in the 2025 Proxy Statement is incorporated herein by reference.

3 unchanged sentences

Executive Compensation

The information required under this item will be

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

The information required under this item will be contained

in the 2025 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 2024 Proxy Statement and is hereby incorporated by reference.

The information required under this item will be contained

in the 2025 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 2024 Proxy Statement and is hereby incorporated by reference.

The information required under this item will be contained

in the 2025 Proxy Statement and is hereby incorporated by reference.

Principal Accountant Fees and Services

The information required under this item will be

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

The information required under this item will be contained

in the 2025 Proxy Statement and is hereby incorporated by reference.

Exhibits and Financial Statement Schedules

18 unchanged sentences

Incorporated by reference from the Registrant’s Registration Statement on Form S-1 filed on June 30, 2016.

Exclusive License and Collaboration Agreement dated March 3, 2010 between K2 Energy Limited and the Registrant

Incorporated by reference from the Registrant’s Registration Statement on Form S-1 filed on June 30, 2016.

Letter Agreement dated June 6, 2014 between K2 Energy Limited and the Registrant

Incorporated by reference from the Registrant’s Registration Statement on Form S-1 filed on June 30, 2016.

Lease Agreement dated January 19, 2016 between 750 University, LLC and the Registrant

7 unchanged sentences

Incorporated by reference from the Registrant’s Form 10-K filed on March 6, 2018.

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

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

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

Second Amendment to Lease Agreement dated January 19, 2016 between 750 University, LLC and the Registrant

5 unchanged sentences

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

Employment Agreement dated March 3, 2025 between Scott Bibaud and the Registrant

Filed electronically herewith

Employment Agreement dated March 3, 2025 between Francis Laurencio and the Registrant

Filed electronically herewith

Employment Agreement dated March 3, 2025 between Dr.

Robert Mears and the Registrant

Filed electronically herewith

Insider Trading Policy

Filed electronically herewith

List of Subsidiaries

10 unchanged sentences

Atomera, Incorporated Executive Officer Clawback Policy

Filed electronically herewith

Incorporated by reference from the Registrant’s Form 10-K filed on

February 15, 2024.

XBRL Instance Document

15 unchanged sentences

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.

February 15, 2024

March 4, 2025

Chief Executive Officer,

(Principal Executive Officer)

February 15, 2024

March 4, 2025

/s/ Francis B.

2 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 indicated.

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

Chief Executive Officer and Director

February 15, 2024

March 4, 2025

(Principal Executive Officer)

Director and Chairman

February 15, 2024

March 4, 2025

/s/ Steven K.

February 15, 2024

March 4, 2025

/s/ Duy-Loan Le

February 15, 2024

March 4, 2025

/s/ Suja Ramnath

February 15, 2024

March 4, 2025

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