What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-10-29 compared with 2025-08-05 · 170 added, 136 removed, 409 unchanged (43% of the section changed)

3 unchanged sentences

(in thousands, except per share data)

September 30,

Current assets:

25 unchanged sentences

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

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

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

Common stock:

$ 0.001 par value, authorized 47,500 shares;

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

31,510 shares issued and outstanding as of September 30, 2025;

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

10 unchanged sentences

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Cost of revenue

22 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, 2025 and 2024

14 unchanged sentences

$ ( 231,696 )

Stock-based compensation

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

Balance September 30, 2025

$ ( 237,269 )

Comprehensive

15 unchanged sentences

$ ( 212,268 )

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 September 30, 2024

$ ( 216,863 )

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 and Six Months Ended June 30,

For the Three and Nine Months Ended September

30, 2025 and 2024

9 unchanged sentences

LIQUIDITY AND MANAGEMENT PLANS

At June 30, 2025, the Company

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

At September 30, 2025, the

Company had cash and cash equivalents of approximately $ 20.3 million and working capital of approximately $ 18.1 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 (“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”).

The 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

1 unchanged sentence

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

During the three months ended September 30, 2025 the Company sold

approximately 393,000 shares of common stock pursuant to 2025 ATM at an average price per share of approximately $ 5.23 resulting in approximately

$ 2 .0 million in net proceeds to the Company after deducting commissions and other offering expenses.

During the nine months ended

September 30, 2025, the Company sold approximately 742,000 shares pursuant to the 2022 ATM and the 2025 ATM at an average price per share

of approximately $ 7.42 , resulting in approximately $ 5.2 million of net proceeds to the Company after deducting commissions and other offering

Based on the funds it has

11 unchanged sentences

Basis of Presentation of Unaudited Condensed Financial Information

The unaudited condensed financial

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

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.

The unaudited condensed

financial statements of the Company for the three and nine months ended September 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 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

Cash, Cash Equivalents, and Short-Term Investments

5 unchanged sentences

Cash and cash equivalents are carried at cost, which approximates their fair

The Company's portfolio of

short-term investments is comprised solely of U.S.

treasury bills and agency bonds with maturities of more than three months, but less

than one year.

The Company classifies these as available-for-sale at purchase date and will reevaluate such designation at each period

The Company may also purchase

short-term investments comprised of U.S.

treasury bills and agency bonds with maturities of more than three months, but less than one

The Company classifies these as available-for-sale at purchase date and will reevaluate such designation at each period end date.

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

11 unchanged sentences

Improvements to Income Tax Disclosures .

This new guidance requires entities on an annual basis disclose specific categories

This new guidance requires entities on an annual basis to disclose specific categories

in the income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold.

16 unchanged sentences

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.

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.

It also 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.

In September 2025, the FASB

issued ASU 2025-06 Intangibles—Goodwill and Other— Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the

Accounting for Internal-Use Software (“ASU 2025-06”) .

The amendments require that an entity capitalize software

costs when both:

management has authorized and committed to funding the software project;

and it is probable that the project will be

completed and the software will be used to perform the function intended (referred to as the “probable-to-complete recognition threshold”).

In evaluating the probable-to-complete recognition threshold, an entity is required to consider whether there is significant uncertainty

associated with the development activities of the software.

ASU 2025-06 will be effective for the annual periods beginning after December

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

7 unchanged sentences

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

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

5 unchanged sentences

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):

cash equivalents and short-term investments classified by security type as of September 30, 2025 and December 31, 2024 consisted of the

following (in thousands):

Schedule of fair value measurements

June 30, 2025

September 30, 2025

Unrealized Gain/(Loss)

Accretion of Discount

Money market funds

December 31, 2024

1 unchanged sentence

Accretion of Discount

Money market funds

US agency bonds

5 unchanged sentences

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.

Revenue from MSTcad licenses is recognized over a period of time.

The following table provides

1 unchanged sentence

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

12 unchanged sentences

received more than one year from the reporting date.

The Company had no unbilled contracts receivable as of September 30, 2025.

Deferred Revenue

1 unchanged sentence

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.

As of September 30, 2025, the Company has approximately $ 144,000 in deferred revenue that is expected to be recognized in the

next 12 months.

BASIC AND DILUTED LOSS PER SHARE

11 unchanged sentences

Accordingly, basic and diluted net loss per share are equal.

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):

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

Six Months Ended

Nine Months Ended

September 30,

Stock Options

7 unchanged sentences

on a straight-line 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

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 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 .

The Company’s

lease agreement for an epitaxial deposition 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.

adjustment to the lease payments also resulted in a reduction in the right-of-use asset (“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

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

Effective August

1, 2025, the lease payments for this tool were adjusted to $133,125 per month for the period August 1, 2025 through April 30, 2026.

final three months of the lease were prepaid at the commencement of the lease.

This adjustment to the lease payments also resulted in

a reduction in the ROU and corresponding lease liability.

In December 2024, the Company

entered into a lease agreement for an expitaxial deposition tool in Tempe, Arizona, distinct form the tool previously mentioned.

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 June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Financing lease costs:

7 unchanged sentences

Total operating lease costs

Future minimum payments under non-cancellable leases

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

Future minimum payments under non-cancellable

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

Schedule of future minimum payments

6 unchanged sentences

Total lease liability

The table below provides supplemental

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

The table below 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

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Operating cash flow information:

1 unchanged sentence

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.

Non-cash activity:

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

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 5.57 % for the Company’s operating leases.

The weighted average remaining lease term is 0.8

years for the financing lease and 0.3 years for operating leases.

STOCK BASED COMPENSATION

13 unchanged sentences

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

As of September 30, 2025, a total of approximately 2.5 million shares remain available for issuance

under the plans.

The following table summarizes

3 unchanged sentences

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, 2025, there

was approximately $ 8.7 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 2.2 years.

As of September 30, 2025,

there was approximately $ 7.4 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 2.0 years.

Stock Options:

The weighted average grant

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):

date fair value per share of the options granted under the Company’s Plans was $ 3.19 and $ 4.01 for the three and nine months ended

September 30, 2025, respectively.

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

Plans was $ 2.70 and $ 4.26 for the three and nine months ended September 30, 2024, respectively.

The following table summarizes stock option

activity during the nine months ended September 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 June 30, 2025

Exercisable at June 30, 2025

Outstanding at September 30, 2025

Exercisable at September 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 six months ended June 30, 2025.

The following table summarizes all restricted stock award

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

following table summarizes all restricted stock award activity during the nine months ended September 30, 2025 (in thousands except per

Schedule of restricted stock activity

2 unchanged sentences

Outstanding at January 1, 2025

Outstanding non-vested shares at June 30, 2025

Outstanding non-vested shares at September 30, 2025

Restricted Stock Units:

12 unchanged sentences

The following table summarizes all restricted stock unit activity during the

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

nine months ended September 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 June 30, 2025

Outstanding at September 30, 2025

COMMITMENTS AND CONTINGENCIES

3 unchanged sentences

The Company is not party to any material

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

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

On April 28, 2024, the Company

3 unchanged sentences

SEGMENT INFORMATION

The Company operates as a

single operating segment.

The Company operates as

a single operating segment.

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

8 unchanged sentences

The following table presents

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

selected financial information with respect to the Company’s single operating segment for the three and nine months ended September

30, 2025 and 2024:

1 unchanged sentence

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Less expenses (1) :

10 unchanged sentences

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

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 costs.

SUBSEQUENT EVENTS

1 unchanged sentence

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.

Since September 30, 2025,

the Company has issued approximately 171,000 additional shares through its ATM offering at an average price per share of $5.03 resulting

in additional net proceeds of approximately $836,000, 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