What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-08-05 compared with 2025-05-08 · 165 added, 119 removed, 380 unchanged (43% of the section changed)

30 unchanged sentences

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

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

none issued and outstanding as of June 30, 2025 and December 31, 2024

Common stock:

$ 0.001 par value, authorized 47,500 shares;

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

31,090 shares issued and outstanding as of June 30, 2025;

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

10 unchanged sentences

Three Months Ended

Six Months Ended

Cost of revenue

Gross (loss) margin

Operating expenses

8 unchanged sentences

Interest expense

Other expense, net

Total other income, net

Other income, net

Total other income (expense), net

Net loss per common share, basic

8 unchanged sentences

Three Months Ended

Unrealized loss on available-for-sale securities

Six Months Ended

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

The accompanying notes are an integral part of

2 unchanged sentences

Statements of Stockholders’ Equity

For the Three Months Ended March 31, 2025 and

For the Three and Six Months Ended June 30,

2025 and 2024

(in thousands)

8 unchanged sentences

$ ( 226,729 )

Stock-based compensation

Stock option exercises

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

Balance June 30, 2025

$ ( 231,696 )

Comprehensive

3 unchanged sentences

Stock-based compensation

Stock option exercise

Stock option exercises

Forfeiture of restricted stock issuance

3 unchanged sentences

$ ( 207,907 )

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 )

The accompanying notes are an integral part of

3 unchanged sentences

(in thousands)

Three Months Ended

Six Months Ended

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

18 unchanged sentences

Proceeds from exercise of stock options

Proceeds from stock sale

Payments on principal of financing lease

10 unchanged sentences

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

For the Three Months Ended March 31, 2025 and

For the Three and Six Months Ended June 30,

2025 and 2024

NATURE OF OPERATIONS

8 unchanged sentences

LIQUIDITY AND MANAGEMENT PLANS

At March 31, 2025, the Company

At June 30, 2025, the Company

had cash and cash equivalents of approximately $ 22 .0 million and working capital of approximately $ 20 .0 million.

3 unchanged sentences

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 (“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.

On May 31, 2022, Atomera entered into an Equity

Distribution Agreement with Oppenheimer & Co.

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

which the Company offered and sold, from time to time at its sole discretion, shares of its $0.001 par value common stock in an at the

market offering to or through the agents, having aggregate offering proceeds of up to $50.0 million (the “2022 ATM”).

2022 ATM Facility expired on March 18, 2025.

On May 27, 2025, Atomera

entered into an Equity Distribution Agreement with Craig-Hallum as agent, 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 an at-the-market offering to or through the agent, having aggregate

offering proceeds of up to $50.0 million (the “2025 ATM”).

During the three months ended June 30, 2025 the Company sold approximately

185,000 shares of common stock pursuant to 2025 ATM at an average price per share of approximately $ 5.21 resulting in approximately $ 792,000

in net proceeds to the Company after deducting commissions and other offering expenses.

During the six months ended

June 30, 2025, the Company sold approximately 349,000 shares pursuant to the 2022 ATM and the 2025 ATM at an average price per share of

approximately $ 9.89 , resulting in approximately $ 3.2 million of net proceeds to the Company after deducting commissions and other offering

Based on the funds it has

12 unchanged sentences

The unaudited condensed financial

statements of the Company for the three months ended March 31, 2025 and 2024 have been prepared in accordance with accounting principles

statements of the Company for the three and six months ended June 30, 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

34 unchanged sentences

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.

Improvements to Income Tax Disclosures .

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.

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

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

2 unchanged sentences

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.

Disaggregation of Income Statement Expenses ) (“ASU 2023-03”), requiring public entities

to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual

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.

In May 2025, the FASB issued

ASU 2025-04 “Compensation - Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606):

Clarifications

to Share-Based Consideration Payable to a Customer ” (“ASU 2025-04”) which clarifies the guidance on

the accounting for share-based payment awards that are granted by an entity as consideration payable to its customer, with the intent

to reduce diversity in practice and improve existing guidance by revising the definition of a “performance condition” and

eliminating a forfeiture policy election for service conditions associated with share-based consideration payable to a customer.

clarifies the guidance in Topic 606 on the variable consideration constraint does not apply to share-based consideration payable

to a customer “regardless of whether an award’s grant date has occurred”.

ASU 2025-04 will be effective

for the annual periods beginning after December 15, 2026 with early adoption permitted.

The Company does not believe ASU 2025-04 will

have a material impact on its financial position, results of operations or financial statement disclosure.

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.

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 March 31, 2025 and December 31, 2024 consisted of the following

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 June 30, 2025 and December 31, 2024 consisted of the following

(in thousands):

Schedule of fair value measurements

March 31, 2025

June 30, 2025

Unrealized Gain/(Loss)

19 unchanged sentences

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

Three Months Ended

Three Months Ended June 30,

Six Months Ended June 30,

Primary geographic markets

14 unchanged sentences

The Company records deferred

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

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

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

As of June 30, 2025, the Company did no t have any deferred revenue to recognize in the future.

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 (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.

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

(ii) vesting of restricted stock units and (iii) 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.

3 unchanged sentences

Schedule of anti-dilutive shares

Three Months Ended

Six Months Ended

Stock Options

Unvested restricted stock awards

Unvested restricted stock units

The Company accounts for leases

over one year under ASC 842.

Lease expense for the Company’s operating leases consists of the lease payments recognized on a straight-line

basis over the lease term.

Expenses for the Company’s financing leases consists of the amortization expenses recognized on a straight-line

basis over the lease term and interest expense.

Unvested restricted stock awards

The Company accounts for

leases over one year under ASC 842.

Lease expense for the Company’s operating leases consists of the lease payments recognized on

a straight-line basis over the lease term.

Expenses for the Company’s financing leases consists of the amortization expenses recognized

on a straight-line basis over the lease term and interest expense.

The Company’s lease

10 unchanged sentences

in a reduction in the ROU and corresponding lease liability.

In December 2024, the Company

entered into a lease agreement for a tool in Tempe, Arizona.

The term of this lease is for 12 months beginning on January 1, 2025 for

$95,000 per month.

Since the lease term is not for more than one year and there are no extension provisions in the lease, the future lease

payments are not included in the lease obligations on the Company’s condensed balance sheets.

In December 2024,

the Company entered into a lease agreement for a tool in Tempe, Arizona.

The term of this lease is for 12 months beginning on January

1, 2025 for $95,000 per month.

Since the lease term is not for more than one year and there are no extension provisions in the lease,

the future lease payments are not included in the lease obligations on the Company’s condensed balance sheets .

Lease expense for operating

5 unchanged sentences

Schedule of lease costs

Three Months Ended

Three Months Ended June 30,

Six Months Ended June 30,

Financing lease costs:

8 unchanged sentences

Future minimum payments under non-cancellable leases

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

as of June 30, 2025 were as follows (in thousands):

Schedule of future minimum payments

7 unchanged sentences

The table below provides supplemental

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

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

Three Months Ended June 30,

Six Months Ended June 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 lease liabilities

The table above does not include

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

The weighted average remaining discount rate is 5.25 % 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.

Cash paid for amounts included in the measurement of financing liabilities

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 5.54 % for the Company’s operating leases.

The weighted average remaining lease term is 1.1 years for the financing lease

and 0.6 years for operating leases.

STOCK BASED COMPENSATION

3 unchanged sentences

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 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”).

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

The 2017 Plan provides for the issuance of 3,750,000 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,

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.

In May 2025, Company’s shareholders approved an amendment to the 2023 Plan, adding an additional 1,750,000 shares to this plan.

All employees (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.

to four years from the date of grant.

As of June 30, 2025, approximately 2.5 million shares remain available for issuance under both available

The following table summarizes

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):

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

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

Schedule of stock-based compensation expense

Three Months Ended

Six Months Ended

Research and development

1 unchanged sentence

Selling and marketing

As of March 31,2025, there

As of June 30, 2025, there

was approximately $ 8.7 million of total unrecognized compensation expense related to unvested share-based compensation arrangements.

2 unchanged sentences

The weighted average grant

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):

date fair value per share of the options granted under the Company’s Plans was $ 5.00 for the three and six months ended June 30,

The weighted average grant date fair value per share of the options granted under the Company’s Plans was $ 3.92 and $ 4.97

for the three and six months ended June 30, 2024, respectively.

The following table summarizes stock option activity during the six months

ended June 30, 2025 (in thousands except exercise prices and contractual terms):

Schedule of stock option activity

2 unchanged sentences

Outstanding at January 1, 2025

Outstanding at March 31, 2025

Exercisable at March 31, 2025

Outstanding at June 30, 2025

Exercisable at June 30, 2025

Restricted Stock Awards:

1 unchanged sentence

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.

were no restricted stock awards issued in the six months ended June 30, 2025.

The following table summarizes all restricted stock award

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

activity during the six months ended June 30, 2025 (in thousands except per share data):

Schedule of restricted stock activity

2 unchanged sentences

Outstanding at January 1, 2025

Outstanding non-vested shares at March 31, 2025

Outstanding non-vested shares at June 30, 2025

Restricted Stock Units:

3 unchanged sentences

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.

RSUs is based on the closing price on the day of grant and they vest over zero 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

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 $ 7.75 .

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

share prices data):

The following table summarizes all restricted stock unit activity during the

six months ended June 30, 2025 (in thousands except per share prices data):

Schedule of restricted stock unit activity

2 unchanged sentences

Outstanding at January 1, 2025

Outstanding at March 31, 2025

Outstanding at June 30, 2025

COMMITMENTS AND CONTINGENCIES

3 unchanged sentences

The Company is not party to any material

litigation as of March 31, 2025, or through the date these financial statements have been issued.

litigation as of June 30, 2025, or through the date these financial statements have been issued.

On April 28, 2024, the Company

15 unchanged sentences

The following table presents

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

selected financial information with respect to the Company’s single operating segment for the three and six months ended June 30,

2025 and 2024:

Schedule of selected financial information

Three Month Ended March 31,

Three Months Ended

Six Months Ended

Less expenses (1) :

8 unchanged sentences

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.

Expenses classified as cost of revenue

are included in the line items presented and not as a separate category.

Other 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

SUBSEQUENT EVENTS

Management has evaluated

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

Since June 30, 2025, the

Company has issued approximately 393,000 additional shares through its ATM offering at an average price per share of $5.23 resulting in

additional net proceeds of approximately $2.0 million, after deductions of commissions and expenses.

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