What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-05-08 compared with 2024-10-29 · 185 added, 202 removed, 314 unchanged (55% of the section changed)

3 unchanged sentences

(in thousands, except per share data)

September 30,

Current assets:

2 unchanged sentences

Accounts receivable

Unbilled contracts receivable

Interest receivable

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

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

none issued and outstanding as of March 31, 2025 and December 31, 2024

Common stock:

$ 0.001 par value, authorized 47,500 shares;

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

30,704 shares issued and outstanding as of March 31, 2025;

and 30,540 shares issued and outstanding as of December 31, 2024

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Three Months Ended

September 30,

Nine Months Ended

September 30,

Cost of revenue

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Interest expense

Other income, net

Total other income (expense), net

Other expense, net

Total other income, net

Net loss per common share, basic

Net loss per common share, diluted

Weighted average number of common shares

outstanding, basic

Weighted average number of common shares

outstanding, diluted

Weighted average number of common shares outstanding, basic

Weighted average number of common shares outstanding, diluted

The accompanying notes are an integral part of

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Three Months Ended

September 30,

Nine Months Ended

September 30,

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

Unrealized loss on available-for-sale securities

The accompanying notes are an integral part of

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Statements of Stockholders’ Equity

For the Three and Nine Months Ended September

30, 2024 and 2023

For the Three Months Ended March 31, 2025 and

(in thousands)

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Stock-based compensation

Stock option exercise

Forfeiture of restricted stock issuance

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

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$ ( 226,729 )

Stock-based compensation

Forfeiture of restricted stock issuance

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

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

4 unchanged sentences

Stock option exercise

Forfeiture of restricted stock issuance

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

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$ ( 207,907 )

Stock-based compensation

Stock option exercise

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

Balance June 30, 2023

$ ( 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

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(in thousands)

Nine Months Ended

September 30,

Three Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES

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Maturity of available-for-sale securities

Net cash provided by/(used in) investing activities

Net cash provided by investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

1 unchanged sentence

Proceeds from exercise of stock options

Proceeds from stock sale

Payments on principal of financing lease

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NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

For the Three and Nine Months Ended September

For the Three Months Ended March 31, 2025 and

NATURE OF OPERATIONS

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LIQUIDITY AND MANAGEMENT PLANS

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 cashflow.

At March 31, 2025, the Company

had cash and cash equivalents of approximately $ 24.1 million and working capital of approximately $ 21.7 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.

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 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 .

and Craig-Hallum Capital Group LLC (“Craig-Hallum”),

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 agents, having aggregate offering proceeds of up to $50.0 million (the

During the three months ended March 31, 2025, the Company sold approximately 164,000 shares pursuant to the ATM at

an average price per share of approximately $ 15.19 , resulting in approximately $ 2.4 million of net proceeds to the Company after deducting

commissions and other offering expenses.

The Company’s ATM expired on March 18, 2025.

Based on the funds it has

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changes in the Company’s significant accounting policies to those previously disclosed in the Company’s Annual Report on Form

10-K filed with the Securities and Exchange Commission (“SEC”) on February 15, 2024.

10-K filed with the Securities and Exchange Commission (“SEC”) on March 4, 2025.

Basis of Presentation of Unaudited Condensed Financial Information

The unaudited condensed financial

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.

statements of the Company for the three months ended March 31, 2025 and 2024 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, 2024 was derived from the audited financial statements included in the Company's financial

statements as of and for the year ended December 31, 2024, included in the Company’s Annual Report on Form 10-K filed with the SEC

on March 4, 2025.

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

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balance sheets.

Adoption of Recent Accounting Standards

In December 2023, the Financial

Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic

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

The guidance applies to annual periods beginning after December 15, 2024 on a prospective basis, (early adoption is permitted).

The Company adopted this standard on January 1, 2025 for the annual period ending December 31, 2025.

While the standard requires additional

disclosures, the adoption did not have a material impact on the Company’s financial position, results of operations or financial

statement disclosures.

Recent Accounting Standards

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

In November 2024, the FASB

issued ASU 2024-03 (as clarified by ASU 2025-01 in January 2025), Income Statement-Reporting Comprehensive Income-Expense Disaggregation

Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses ), requiring public entities to disclose additional information

about specific expense categories in the notes to the financial statements on an interim and annual basis.

ASU 2024-03 is effective for

annual reporting periods beginning after December 15, 2026, and for interim periods within annual reporting periods beginning after December

15, 2027, with early adoption permitted.

The Company does not believe ASU 2024-03 will have a material impact on its financial position,

results of operations or financial statement disclosure.

FAIR VALUE MEASUREMENTS

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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):

cash equivalents and short-term investments classified by security type as of March 31, 2025 and December 31, 2024 consisted of the following

(in thousands):

Schedule of fair value measurements

September 30, 2024

March 31, 2025

Unrealized Gain/(Loss)

1 unchanged sentence

Money market funds

US agency bonds

December 31, 2024

Unrealized Gain/(Loss)

Accretion of Discount

Money market funds

US treasury bills

US agency bonds

The Company recognizes revenue

in accordance with ASC No.

The Company generates revenues from engineering service contracts, license agreements and joint development

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 when the Company satisfies a performance obligation by transferring the product or service to

the customer.

When the Company’s performance obligation is to grant a license, revenue is recognized either at a point in time (such

as a right to use licensed technology that is under the customer’s control), or over time (typically a right to access

technology without obtaining control).

Revenue from integration license agreements and from MSTcad licenses are recognized over the length

of the license.

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 MSTcad

licenses is recognized over a period of time.

The following table provides

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Three Months Ended

September 30,

Nine Months Ended

September 30,

Primary geographic markets

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received more than one year from the reporting date.

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

during the nine months ended September 30, 2024.

Deferred Revenue

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

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

As of March 31, 2025, the Company did no t have any deferred revenue to recognize in the future.

BASIC AND DILUTED LOSS PER SHARE

14 unchanged sentences

Schedule of anti-dilutive shares

Nine Months Ended

September 30,

Three Months Ended

Stock Options

Unvested restricted stock

Unvested restricted stock awards

Unvested restricted stock units

The Company accounts for leases

4 unchanged sentences

basis over the lease term and interest expense.

The Company’s lease agreement for a tool used in the development and marketing of

the Company’s technology 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, 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.

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

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.

The Company’s lease

agreement for a tool used in the development and marketing of the Company’s technology established a monthly lease payment of $150,000

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, 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.

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.

In December 2024, the Company

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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

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Three Months Ended

September 30,

Nine Months Ended

September 30,

Financing lease costs:

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Future minimum payments under non-cancellable leases

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

as of March 31, 2025 were as follows (in thousands):

Schedule of future minimum payments

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The table below provides supplemental

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

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

Schedule of supplemental information and non-cash activity

Three Months Ended

September 30,

Nine Months Ended

September 30,

Operating cash flow information:

Cash paid for amounts included in the measurement of operating lease liabilities

Cash paid for amounts included in the measurement of financing liabilities

Non-cash activity:

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

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

Cash paid for amounts included in the measurement of financing lease liabilities

The table above does not include

short-term leases that are one-year or less.

The weighted average remaining

discount rate is 5.50 % for the Company’s operating leases and 5.25 % for the financing lease.

The weighted average remaining lease

term is 1.4 years for the Company’s operating leases and 1.8 years for the financing lease.

The weighted average remaining discount rate is 5.25 % for the Company’s financing leases

and 5.54 % for the Company’s operating leases.

The weighted average remaining lease term is 1.3 years for the financing lease and

0.9 years for operating leases.

STOCK BASED COMPENSATION

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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 shares.

The 2017 Plan provides for the issuance

of 3,750,000 shares of common stock.

shares of the Company’s common stock and for the grant of restricted and unrestricted shares and units.

The 2017 Plan provides for

the issuance of 3,750,000 shares of common stock.

In May 2023, the Company’s shareholders approved its 2023 Stock Incentive Plan

(“2023 Plan”).

The 2023 plan provides for the issuance of 2,000,000 shares of common stock.

All employees and employees of any subsidiary

(including officers and directors who are also employees), as well as all of the nonemployee directors and other consultants, advisors

and other persons who provide services to the Company are eligible to receive incentive awards under the 2017 Plan and 2023 Plan.

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

All employees and employees of

any subsidiary (including officers and directors who are also employees), as well as all of the nonemployee directors and other consultants,

advisors and other persons who provide services to the Company are eligible to receive incentive awards under the 2017 Plan and 2023 Plan.

Generally, stock options, restricted stock and restricted stock units issued under the 2017 Plan and 2023 Plan vest over a period of one

to three to four years from the date of grant.

As of March 31, 2025, approximately 743,000 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 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, restricted stock and restricted

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

Schedule of stock-based compensation expense

Three Months Ended

September 30,

Nine Months Ended

September 30,

Research and development

1 unchanged sentence

Selling and marketing

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.

As of March 31,2025, there

was approximately $ 9.4 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 2.5 years.

Stock Options:

The weighted average grant

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 nine months ended

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

date fair value per share of the options granted under the Company’s Plans was $ 4.98 for the three months ended March 31, 2024.

There were no stock options issued in the three months ended March 31, 2025.

The following table summarizes stock option activity during

the three months ended March 31, 2025 (in thousands except exercise prices and contractual terms):

Schedule of stock option activity

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Outstanding at January 1, 2025

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.

The fair value of these options was approximately $ 2.3 million at the time of grant.

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

Outstanding at March 31, 2025

Exercisable at March 31, 2025

Restricted Stock Awards:

The Company has issued restricted

stock awards to employees, directors and consultants and estimates the fair value based on the closing price on the day of grant.

were no restricted stock awards issued in the three months ended March 31, 2025.

The following table summarizes all restricted stock award

activity during the three months ended March 31, 2025 (in thousands except per share data):

Schedule of restricted stock activity

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Outstanding at January 1, 2025

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.

The fair value of these awards was approximately $ 2.1

million at the time of grant.

Outstanding non-vested shares at March 31, 2025

Restricted Stock Units:

Beginning in January 2025,

the Company began issuing restricted stock units (“RSUs”) to employees, directors and consultants and a portion of the RSUs

issued are subject to time-based vesting and a portion are subject to performance-based vesting criteria.

The fair value of time-based

RSUs is based on the closing price on the day of grant and they vest over three to four years.

Awards of performance-based restricted

stock units by the Company have a performance period of one, two and three years with the vesting of each award tranche dependent on the

Company’s Total Shareholder Return (“TSR”) relative to the TSR of companies in the Russell 2000 Index over that tranche’s

performance period.

The fair value for performance-based awards is fixed at the grant date using a Monte Carlo simulation and the amount

of compensation expense is not adjusted during the performance period regardless of changes in the level of TSR achievement.

The weighted average grant

date fair value per share of the RSUs granted was $ 7.81 .

The following table summarizes all restricted stock unit activity during the three months ended March 31, 2025 (in thousands except per

share prices data):

Schedule of restricted stock unit activity

Total Restricted Stock Units

Weighted-Average Grant Date Fair Value per Share

Outstanding at January 1, 2025

Outstanding at March 31, 2025

COMMITMENTS AND CONTINGENCIES

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The Company is not party to any material

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

litigation as of March 31, 2025, 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

sold 2,247 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 .

SEGMENT INFORMATION

The Company operates as a

single operating segment.

The Company's chief operating decision maker ("CODM") is its chief executive officer and chief financial

officer who review financial information.

The CODM uses total operating expense, operating margin and related impact on cash consumption

to assess financial performance and allocate resources.

These financial metrics are used by the CODM to make key operating decisions,

such as the determination of the overall headcount, allocation of headcount, research and development expenditures, licensing and royalty

rates offered to customers and capital expenditure commitments.

The measure of assets is reported on the accompanying condensed balance

sheets as total assets.

The following table presents

selected financial information with respect to the Company’s single operating segment for the three months ended March 31, 2025

Schedule of selected financial information

Three Month Ended March 31,

Less expenses (1) :

Employee related expenses

Stock-based compensation

Tool related expenses

Consulting expenses

Metrology and other outsourced research expenses

Intellectual property related expenses

Other operating items (2)

Operating margin

Other income (expense), net

classified as cost of revenue are included in the line items presented and not as a separate category.

operating expenses include items not listed above separately.

These include travel and entertainment, professional development, information

technology costs, office related costs, depreciation, other research and development costs, other sales and marketing costs and other

general and administrative costs.

Management has evaluated subsequent

events and transactions through the date these financial statements were 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 $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