The accompanying notes are an integral part of these condensed financial statements.

Atomera Incorporated

Condensed Statements of Cash Flows

(Unaudited)

(in thousands)

The accompanying notes are an integral part of these condensed financial statements.

ATOMERA INCORPORATED

ATOMERA INCORPORATED

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

For the Three and Six Months Ended June 30, 20212022 and 20202021

Atomera Incorporated (“Atomera” or the “Company”) was incorporated in the state of Delaware in March 2007 under the name MEARS Technologies, Inc. and is engaged in the development, commercialization and licensing of proprietary processes and technologies for the semiconductor industry. On January 12, 2016, the Company changed its name to Atomera Incorporated.

Atomera is an early-stage company, having only recently begun limited revenue-generating activities, and is devoting substantially all of its efforts toward technology research and development and to commercially licensing its technology to manufacturersdesigners and designersmanufacturers of integrated circuits.

At June 30, 2022, the Company had cash and cash equivalents of approximately $21.8 million and working capital of approximately $19.7 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.

The Company has primarily financed operations through private placements of equity and debt securities, the Company’s Initial Public Offering (the “IPO”) which was consummated on August 10, 2016, and subsequent public offerings of its common stock.

At June 30, 2021, On May 31, 2022, Atomera entered into an Equity Distribution Agreement with Oppenheimer & Co. Inc. and Craig-Hallum Capital Group LLC, as agents, under which the Company had cashmay offer and cash equivalentssell, from time to time at its sole discretion, shares of approximatelyits $0.001 par value common stock, in “at the market” offerings to or through the agent as its sales agent, having an aggregate offering price of up to $34.350.0 million and working capital of approximately $33.9 million. The Company has generated only limited revenues since inception and has incurred recurring operating losses.(the "ATM Facility”).

The Company’s operating plans for the next 12 months include increased spending on research and development headcount, outsourced fabrication and testing, and sales and marketing expenses to drive customer adoption of the Company’s MST technology. Based on the funds it has available as of the date of the filing of this report, the Company believes that it has sufficient capital to fund its current business plans and obligations over, at least, 12 months from the date that these financial statements have been issued. However, as the Company has generated only limited revenue, it is subject to all the risks inherent in the initial organization, financing, expenditures, complications and delays in a new business. Accordingly, the Company may require additional capital, the receipt of which cannot be assured. In the event the Company requires additional capital, there can be no guarantee that funds will be available on commercially reasonable terms, if at all. The Company’s future capital requirements and the adequacy of its available funds will depend on many factors, including the Company’s ability to successfully commercialize its technology, competing technological and market developments, and the need to enter into collaborations with other companies or acquire technologies to enhance or complement its current offerings. IfThe Company’s operating plans for the Company is unable to secure additional capital, it may be required to curtail itsnext 12 months include increased research and development initiativesheadcount. For capital needs beyond the next 12 months, the Company currently expects to rely on its ATM, but the terms on which any future stock sales will occur will depend on both market conditions and take additional measures to reduce costs in order to conserve its cash.the Company’s business performance, so there can be no guarantee that funds will be available on commercially reasonable terms.

Significant accounting policies

There have been no material 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 19, 2021.15, 2022.

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, 20212022 and 20202021 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, 2020,2021, was derived from the audited financial statements included in the Company's financial statements as of and for the year ended December 31, 2020,2021, included in the Company’s Annual Report on Form 10-K filed with the SEC on February 19, 2021.15, 2022. These unaudited condensed financial statements should be read in conjunction with that report.

Adoption of recent accounting standards

In December 2019, the FASB issued ASU No. 2019-12, Simplifying Accounting for Income Taxes. This is part of the FASB’s overall initiative to reduce complexity in accounting standards. Amendments include removal of certain exceptions to the general principles of Accounting Standard Codification (“ASC”) 740, Income taxes, and simplification in several other areas such as accounting for a franchise tax (or similar tax) that is partially based on income. The Company adopted this standard on January 1, 2021 and it did not have a material impact on its financial position, results of operations or financial statement disclosure.

Recent accounting standards

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Debt with Conversion and other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40). The new guidance eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, the new guidance modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. This guidance is effective as ofearnings per share computation The Company adopted this standard on January 1, 2022 (Early adoption is permitted effective January 1, 2021). The Company is currently evaluating the effect the updated standard willand it did not have a material impact on its financial position, results of operations or financial statement disclosure.

The Company recognizes revenue in accordance with ASCAccounting Standards Codification (“ASC”) No. 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. The Company generates revenues from engineering service contracts, integration license agreements and joint development agreements. When the Company’s performance obligation is the promise to grant a license, revenue is recognized either at a point in time or over time.

The following table provides information about disaggregated revenue by primary geographical markets and timing of revenue recognition (in thousands): 

Unbilled contracts receivable and deferred revenue:

Timing of revenue recognition may differ from the timing of invoicing customers. Accounts receivable includes amounts billed and currently due from customers. Unbilled contracts receivable represents unbilled amounts expected to be received from customers in future periods, where the revenue recognized to date exceeds the amount billed, and the right to receive payment is subject to the underlying contractual terms. Unbilled contracts receivable amounts may not exceed their net realizable value and are classified as long-term assets if the payments are expected to be received more than one year from the reporting date.

The Company records deferred revenue when revenue will be recognized after invoicing. During the six months ended June 30, 2020, the Company recognized approximately $37,000 of revenue that was included in deferred revenue as of December 31, 2019.

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 warrants 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. 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 Company accounts for leases corporate office space in Los Gatos, California. In August 2020, the Company and its landlord amended the lease for this office. This amendment extends the expiration date of the operating lease from January 2021 to January 2026 and increases the space from 3,396 square feet to 4,101 square feet. Underover one year under ASC 842, the lease amendment was treated as a separate lease842. Lease expense for the new space and a modification of the lease for the original space. An additional right-of-use (“ROU”) asset and lease liability of approximately $681,000 were recorded during at the time of the amendment. In January 2021 the additional space became available for use, and the Company recorded an additional ROU asset and corresponding liability of approximately $144,000. The lease liability is based on the present value of the minimum lease payments, discounted using the Company’s estimated incremental borrowing rate of 5.5%. The lease contains escalating payments on the anniversary of the original commencement which are included in the measurement of the initial lease liability. Additional payments based on a change in the Company’s share of the operating expenses, including property taxes and insurance, are recorded as a period expense when incurred.

In March 2021, the Company began leasing 474 square feet of office space in Tempe, Arizona. The new lease is classified as an operating lease with an initial term of two years and an option to extend for an additional three years through February 2026. The lease also contains a performance standard for research collaboration with Arizona State University. The agreement requires a minimum value of collaborative research in each year of the lease. The lease is accounted for under ASC 842 and accordingly, the research payments are included in the ROU and lease liability at the commencement. In March 2021, the Company recorded an ROU and associated lease liability of approximately $238,000. The lease liability is based on the present value of the minimum lease payments, discounted using the Company’s estimated incremental borrowing rate of 5.5% over five years, as the Company expects to lease the through the three-year extension. The lease also contains escalating payments on the anniversary of the original commencement which are included in the measurement of the initial lease liability.

Lease expense for 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 components of operating lease costs were as follows (in thousands): 

Future minimum payments under non-cancellable leases as of June 30, 20212022 were as follows (in thousands): 

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

The weighted average remaining discount rate is 5.25% for the Company’s operating and financing leases. The weighted average remaining lease term is 3.6 years for operating leases and 4.1 years for the financing lease.

In October 2019,2016, the Company entered into ana lease agreement for approximately 200 square feet of office space in Cambridge, Massachusetts. The lease, with current monthly payments of $2,942 per month, commenced on October 24, 2016. Because the lease is month to month and can be cancelled with a 30-day notice, the future lease a tool for usepayments are not included in the development of the Company’s technology. The lease is for five 5 years at $150,000 per month. The lease commencement date is anticipated to be in August 2021, at which time the Company will account for the leaseaccounting under ASC Topic 842. A prepayment of $450,000 was made in the six months ended June 30, 2020, this payment represents the final three payments under the lease and is recorded as a long-term prepaid until the lease commencement, at which time it will be record in accordance with ASC 842.

A summary of warrant activity for the six months ended June 30, 20212022 is as follows (in thousands except per share amounts and contractual term): 

The warrants outstanding at June 30, 2021 had an intrinsic value of approximately $9,000 based on a per-share stock price of $21.44 as of June 30, 2021.

On March 17, 2020, 196,602 warrants with an exercise price of $3.75 were set to expire. Prior to the expiration, the Company entered into an agreement with the warrant holders, whereby it modified the terms of the warrants to extend the expiration date until September 17, 2020 in exchange for the removal of a cashless exercise provision. No other terms were modified. Due to this modification, the Company incurred a modification expense of approximately $139,000 that is included in general and administrative expenses on the Condensed Statement of Operations for the six months ended June 30, 2020. All of the modified warrants were exercised on August 6, 2020.

In January 2021, warrants for 317,488 shares were presented for cashless exercises resulting in the issuance of 223,487 shares of common stock.

In May 2017, the Company’s shareholders approved its 2017 Stock Incentive Plan (“2017 Plan”) after its 2007 Stock Incentive Plan (“2007 Plan”) had expired in March 2017. 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 3,750,0003,750,000. shares of common stock. All of the Company’s employees and any subsidiary employees (including officers and directors who are also employees), as well as all of the Company’s 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. Generally, stock options and restricted stock issued under the 2017 Plan vest over a period of one to four years from the date of grant.

The following table summarizes the stock-based compensation expense recorded in the Company’s results of operations during the three and six months ended June 30, 20212022 and 20202021 for stock options and restricted stock granted under the 2017 Plan and the 2007 Plan (in thousands):

As of June 30, 2021,2022, there was approximately $7.07.9 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 2.42.3 years.

The weighted average grant date fair value per share of the options granted under the Company’s 2017 Plan was $14.78 and $15.3610.60 for the three and six months ended June 30, 2021, respectively.2022. The weighted average grant date fair value per share of the options granted under Company’s 2017 planPlan was $5.8614.78 and $2.7515.36 for the three and six months ended June 30, 2020,2021, respectively.

The following table summarizes stock option activity during the threesix months ended June 30, 20212022 (in thousands except exercise prices and contractual terms): 

During the six months ended June 30, 2021,2022, the Company granted options under the 2017 Plan to purchase approximately 148,000175,000 shares of its common stock to its employees. The fair value of these options was approximately $1.81.9 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 six months ended June 30, 20212022 (in thousands except per share data):  

During the six months ended June 30, 20212022 the Company granted approximately 89,000194,000 restricted stock awards under the 2017 Plan to its employees and directors. The fair value of these awards was approximately $1.92.8 million at the time of grant.

During the six months ended June 30, 2021, approximately 54,000 restricted stock awards were forfeited and reissued under the Company’s equity compensation plan. 

The Company recorded a provision for income taxes of approximately $17,000and $31,000during the three and six months ended June 30, 2021, respectively. The provision is for withholding of income taxes accrued in foreign jurisdictions where we have income. The Company recorded the provision in accordance with ASC 740 using its estimated annual tax rate and applied it to the net loss for the three and six months ended June 30, 2021. The Company did not incur withholding of income taxes for the three or six months ended June 30, 2022.

Litigation, Claims and Assessments

The Company may be subject to periodic lawsuits, investigations and claims that arise in the ordinary course of business. The Company is not party to any material litigation as of June 30, 2021,2022, or through the date these financial statements have been issued.

As of August 1, 2022 the Company has issued an additional 235,050 shares through its ATM offering at an average price per share of $11.33 resulting in additional net proceeds of approximately $2.6 million.

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

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of the financial condition and results of operations of Atomera Incorporated should be read in conjunction with our unaudited condensed financial statements and the accompanying notes that appear elsewhere in this filing.Quarterly Report. Statements in this Quarterly Report on Form 10-Q include forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements. Although forward-looking statements in this Quarterly Report reflect the good-faithgood faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks, uncertainties, and changes in condition, significance, value and effect, including those risk factors set forth under the heading “Risk Factors” withinin our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on February 19, 2021, quarterly reports on Form 10-Q and our current reports on Form 8-K.15, 2022. Such risks, uncertainties and changes in condition, significance, value and effect could cause our actual results to differ materially from those expressed herein and in ways not readily foreseeable. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report and are based on information currently and reasonably known to us. We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Quarterly Report. Readers are urged to carefully review and consider the various disclosures made in this Quarterly Report, which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.

Overview

We are engaged in the business of developing, commercializing and licensing proprietary materials, processes and technologies for the $450+$550+ billion semiconductor industry. Our lead technology, named Mears Silicon Technology^TMTechnology™, or MST^®, is a thin film of reengineered silicon, typically 100 to 300 angstroms (or approximately 20 to 60 silicon atomic unit cells) thick. MST can be applied as a transistor channel enhancement to CMOS-type transistors, the most widely used transistor type in the semiconductor industry. MST is our proprietary and patent-protected performance enhancement technology that we believe addresses a number of key engineering challenges facing the semiconductor industry. We believe that by incorporating MST, transistors can be made smaller, with increased speed, reliability and energypower efficiency. In addition, since MST is an additive and low-cost technology, we believe it can be deployed on an industrial scale, with equipmentmachines commonly used in semiconductor manufacturing. We believe that MST can improve existing products due to the physical properties of the film and can also enable customers to design products with performance, power and scaling characteristics that are not possible using their current process technologies. We believe that MST can be widely incorporated into the most common types of semiconductor products, including analog, logic, optical and memory integrated circuits.

We do not intend to design or manufacture integrated circuits directly. Instead, we develop and license technologies and processes that we believe offer the designers and manufacturers of integrated circuits a low-cost solution to the industry’s need for greater performance and lower power consumption. Our customers and partners include:

Our commercialization strategy is to generate revenue through licensing arrangements whereby foundries, IDMs and fabless semiconductor manufacturers pay us a license fee for their right to use MST technology in the manufacture of silicon wafers as well as a royalty for each silicon wafer or device that incorporates our MST technology. To date we have generated revenue from (i) licensing agreements with two IDMs, one fabless manufacturer and one foundry, (ii) a joint development agreement, or JDA, with a leading semiconductor provider that includes license grants and engineering services, (ii) licensing agreements with two IDMs and one fabless manufacturer and (iii) engineering services provided to foundries, IDMs and fabless companies.

We were organized as a Delaware limited liability company under the name Nanovis LLC on November 26, 2001. On March 14,13, 2007, we converted to a Delaware corporation under the name Mears Technologies, Inc. On January 12, 2016, we changed our name to Atomera Incorporated.

On May 15, 2020, we closed an underwritten public offering of 2,024,000 shares of common stock at a public offering price of $5.00 per share, resulting in approximately $9.4 million of net proceeds to us after deducting underwriting commission and other offering expenses.

On September 2, 2020,31, 2022, we entered into an Equity Distribution Agreement with Oppenheimer & Co. Inc and Craig-Hallum Capital Group LLC, as agent,agents, under which we couldmay offer and sell, from time to time at our sole discretion, shares of our common stock having an aggregate offering price of up to $25.0$50.0 million in an “at-the-market” or ATM offering, to or through the agent. We announce the completionagents. As of this offering on January 5, 2021 after 2,221,575June 30, 2022, 31,652 shares had been sold at an average price per share of approximately $11.25,$11.24, resulting in approximately $24.2 million$185,000 of net proceeds to us after deducting commissions and other offering expenses.

Results of Operations

Revenues. To date, we have only generated limited revenue from customer engagements through a JDA,for integration engineering services, and integration license agreements.agreements and a manufacturing license granted under a JDA. In the future, we expect to collect increased fees from license agreements which in some cases may be part of a JDA, and JDAs as well as royalties from customer sales of products that incorporate our MST technology. Our JDA includes the grant of an upfront, paid manufacturing license allowing the customer to install the recipe for our MST film into a tool in their fab and to fabricate semiconductor wafers incorporating MST, as well as development milestones that, if achieved, could result in additional revenue to Atomera. However, the JDA does not confer commercial distribution rights. Revenue from the grant of licenses to MST is recognized either at a point in time or over time, depending on the nature of the grant. We have determined that the limited manufacturing license grantedtechnology, subject to our JDA customer when we delivered the MST recipe was distinct from any obligationsability to provide other goods or servicesenter into manufacturing and was a right to usedistribution license agreements with our intellectual propertycurrent and therefore recognized revenue at the point in time when the recipe was delivered.

future licensees. Our integration services consist of depositing our MST film on semiconductor wafers, delivering such wafers to customers to finalize building devices, and performing tests for customers evaluating MST. The integration license agreements we have entered into to date grant the licensees the right to build products that integrate our MST technology deposited by us onto their semiconductor wafers, but the agreements do not grant the licensees the rights to manufacture onMST-enabled wafers in their sitefacilities or to sell products incorporating MST. Our JDA included the grant of a manufacturing license to our customer and we were paid for such license upon delivery of our IP transfer package which enabled our customer to install MST in a tool in their facility and to use it to manufacture wafers for internal use. This JDA also contained targeted technical specifications that, if met, would result in payment of a success fee to us. Those technical objectives were met and we have collected the success fee.

For revenue recognition purposes, we have determined that the grant of rights in integration licenses is not distinct from the delivery of integration services, and therefore revenue from both integration licenses and integration services is recognized as the services are provided to the customer. In general, this is proportionate to the delivery of MST processed wafers to the customer, but if the agreements do not specify a time and quantity of wafer delivery, we will record revenue over the period of time of which we anticipate delivering an estimated quantity of wafers. We have also determined that the grant of our manufacturing license under the JDA confers a right to use our technology and accordingly revenue was recognized at the point in time when we delivered our IP transfer package. The success fee under our JDA was treated as engineering services revenue and recognized upon our customer’s confirmation that the JDA’s technical objectives had been met.

Revenue was not recorded for each of the three months ended June 30, 2021 and 2020 was $0.2022 or 2021. Revenue for the six months ended June 30, 2022 and 2021 was $375,000 and 2020 was approximately $400,000, respectively. Our revenue in 2022 consisted of a success fee pursuant to our JDA and $62,000, respectively.a license fee paid under an integration license agreement. Our revenue in 2021 consisted of a manufacturing license fee pursuant to our JDA.

Cost of Revenue. revenue. Cost of revenue consists of costs of materials, as well as direct compensation and expenses incurred to provide support for our success fee and wafers delivered as part of the integration engineering services.license agreement. Cost of revenue was $0not recorded for each of the three months ended June 30, 2021 and 2020.2022 or 2021. Cost of revenue was approximately $0$81,000 and $13,000$0 for the six months ended June 30, 20212022 and 2020,2021, respectively. We anticipate that our cost of revenue will vary substantially depending on the mix of integration license and integration engineering services revenues we receive and the nature of products and/or services delivered in each customer engagement.

Operating Expensesexpenses. Operating expenses consist of research and development, general and administrative, and selling and marketing expenses. For the three months ended June 30, 20212022 and 20202021, our operating expenses totaled approximately $3.7$4.4 million and $3.8$3.7 million, respectively. For the six months ended June 30, 20212022 and 20202021 our operating expenses totaled approximately $7.7$8.8 million and $7.5$7.7 million respectively.

Research and development expense. expense. To date, our operations have focused on the research, development, patent protection,prosecution, and commercialization of our processesMST technology and related technologies related to MST.such as MSTcad. Our research and development costs primarily consist of payroll and benefit costs for our engineering staff and costs of outsourced fabrication (including epi tool leases) and metrology of semiconductor wafers incorporating our MST technology.

 Research and development costs were approximately $2.1 million and for each ofFor the three months ended June 30, 20212022 and 2020.

 For the six months ended June 30, 2021, and 2020, we incurred approximately $4.3$2.4 million and $4.1$2.1 million, respectively, of research and development expense, an increase of approximately $150,000.$364,000, or 18%. The increase was primarily due to approximately $400,000 of tool lease expense as the tool lease commenced in August 2021, offset by a reduction in payroll related expense of approximately $45,000.

For the six months ended June 30, 2022 and 2021, we incurred approximately $4.8 million and $4.3 million, respectively, of research and development expense, isan increase of approximately $474,000, or 11%. The increase was primarily due to additional headcountapproximately $810,000 of tool lease expense as the tool lease commenced in August 2021, offset by a decreasereduction in payroll related expense of approximately $194,000 and reduction of approximately $287,000 in outsourced research and development costs. expenses.

General and administrative expense.General and administrative expenses consist primarily of payroll and benefit costs for administrative personnel, office-related costs and professional fees. General and administrative costs were approximately $1.5 million for each of the three months ended June 30, 2022 and 2021 were approximately $1.7 million and 2020.$1.5 million, respectively, representing an increase of approximately $161,000, or 11%. The increase in costs was primarily due to increases of approximately $92,000 in employee-related costs and legal and approximately $115,000 in patent fees, offset in part by a decrease of approximately $55,000 in stock-based compensation.

General and administrative costs for the six months ended June 30, 20212022 and 20202021 were approximately $3.0$3.3 million and $2.9$3.0 million, respectively, representing an increase of approximately $94,000.$296,000, or 10%. The increase in costs was primarily due to an increaseincreases of approximately $113,000$40,000 in employee related costs, $211,000 in legal and patent fees and $94,000 in insurance costs and approximately $209,000expenses, offset in stock-based compensation, offsetpart by a decrease of approximately $276,000$80,000 in professional fees.stock-based compensation. 

Selling and marketing expense.Selling and marketing expenses consist primarily of salary and benefits for our sales and marketing personnel.personnel and business development consulting services. Selling and marketing expenses for the three months ended June 30, 20212022 and 20202021 were approximately $137,000$347,000 and $215,000,$137,000, respectively, representing a decreasean increase of approximately $78,000,$210,000, or 36%153%. The decreaseincrease in costs is primarily related to lower headcountincreased spending in the three months ended June 30, 2021.employee related costs of approximately $87,000, an increase in outsourced marketing expenses of approximately $39,000 and an increase in stock-based compensation of approximately $38,000.

Selling and marketing expenses for the six months ended June 30, 20212022 and 20202021 were approximately $403,000$672,000 and $440,000,$403,000, respectively, representing a decreasean increase of approximately $37,000,$269,000, or 8%67%. The decreaseincrease in costs is primarily related to lower headcountincreased spending in employee related costs of approximately $83,000, an increase in outsourced marketing expenses of approximately $79,000 and lower bonus accrual. an increase in stock-based compensation of approximately $39,000.

Interest income.Interest income for the three months ended June 30, 20212022 and 20202021 was approximately $3,000$35,000 and $2,000,$3,000, respectively. Interest income for the six months ended June 30, 2021 and 20202022 was approximately $5,000$38,000 and $40,000,$5,000, respectively. Interest income for each period related to interest earned on our cash and cash equivalents and declined as interest rates continued to fall during 2020 and into 2021.equivalents.

Provision for income taxes.Interest expense. The provision for income taxesInterest expense for the three and six months ended June 30, 2021 and 20202022 was approximately $17,000$69,000 and $0, respectively. The provision$140,000 respectively and related to the new tool financing lease entered into in August 2021. There was no interest expense recorded for income taxes for the three or six months ended June 30, 2021 because the tool financing lease commenced after those periods.

Provision for income taxes. The provision for income tax for the three and 2020six months ended June 30, 2021 was approximately $17,000 and $31,000, respectively, and $0, respectively. Our provision isrelated to income taxes due to a foreign country arising from withholding taxes imposed on payments received for revenue. There was no provision for income tax recorded for the three or six months ended June 30, 2022.

Cash Flows from Operating, Investing and Financing Activities

Net cash used in operating activities of approximately $6.6 million for the six months ended June 30, 2022 resulted primarily from our net loss of approximately $8.6 million and an increase in prepaid assets offset by stock-based compensation and amortization of right-of-use assets.

Net cash used in operating activities of approximately $6.6 million for the six months ended June 30, 2021 resulted primarily from our net loss of approximately $7.3 million, an increase of approximately $527,000 in prepaid expenses and other assets and a decrease in accrued payroll expenses of approximately $383,000, offset by approximately $1.6 million of stock-based compensation.

Net cash used in operatinginvesting activities of approximately $6.6 million$19,000 for the six months ended June 30, 2020 resulted primarily from our net loss of approximately $7.4 million adjusted by approximately $1.4 million in stock-based compensation expense offset by increase of approximately $573,000 in prepaids2022 and other assets.

Net cash used in investing activities of approximately $79,000 for the six months ended June 30, 2021 and approximately $11,000 for the six months ended June 30, 2020 consisted of the purchase of computers, lab tools and leasehold improvements for the remodeled Los Gatos office space and lab tools to use with the new equipment lease in Tempe, office space.Arizona.

Net cash used by financing activities of approximately $227,000 for the six months ended June 30, 2022 primarily related to principal payments on our financing lease offset by proceeds from the exercise of stock options and net proceeds from our ATM offering.

Net cash provided by financing activities of approximately $3.1 million for the six months ended June 30, 2021 related to the exercise of approximately 458,000 stock options and net proceeds from oura previous at-the-market offering which began in September 2020 and concluded in January 2021.

Net cash provided by financing activities of approximately $9.7 million for the six months ended June 30, 2020 was primarily related to the net proceeds from our underwritten public offering in May 2020 and the exercise of approximately 189,000 warrants and approximately 33,000 stock options during this six-month period.

Liquidity and Capital Resources

As of June 30, 2021,2022, we had cash and cash equivalents of approximately $34.3$21.8 million and working capital of approximately $33.9$19.7 million. For the six months ended June 30, 2021,2022, we had a net loss of approximately $7.3$8.6 million and used approximately $6.6 million of cash and cash equivalents in operations. Since inception, we have incurred recurring operating losses.

In June 2022, we conducted an at-the-market offering of our common shares through Oppenheimer & Co. Inc and Craig-Hallum Capital Group LLC, as agents, pursuant to which we sold 31,652 shares at an average price per share of approximately $11.24, resulting in approximately $185,000 of net proceeds to us after deducting commissions and other offering expenses.

We believe that our available working capital is sufficient to fund our presently forecasted working capital requirements for, at least, the next 12 months following the date of the filing of this report. However, the semiconductor industry is generally slow to adopt new manufacturing process technologies and conducts long testing and qualification processes which we have limited ability to control, and there can be no assurance of the timing of our receipt of meaningful amounts of revenue.

Our future capital requirements and the adequacy of our available funds will depend on many factors, including our ability to successfully commercialize our MST technology, competing technological and market developments, and the need to enter into collaborations with other companies or acquire technologies to enhance or complement our current offerings. If we are not able to generate sufficient revenue from license fees and royalties in a timeframe that satisfies our cash needs, we will need to raise more capital. In the event we require additional capital, we will endeavor to acquire additional funds through various financing sources, including our ATM Facility, follow-on equity offerings, debt financing and joint ventures with industry partners. In addition, we will consider alternatives to our current business plan that may enable to us to achieve revenue-producing operations and meaningful commercial success with a smaller amount of capital. If we are unable to secure additional capital, we may be required to curtail our research and development initiatives and take additional measures to reduce costs in order to conserve its cash.

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements or issued guarantees to third parties.

Critical Accounting PoliciesEstimates

There have been no changes to our critical accounting policiesestimates from those included in our Annual Report on Form 10-K for the year ended December 31, 20202021 filed with the SEC on February 19, 202115, 2022.

Item 3. Quantitative and Qualitative Disclosure about Market Risk.

Not applicable.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and principal financial and accounting officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. Based on this evaluation, management concluded that our disclosure controls and procedures were effective as of June 30, 2021.2022.

Changes in Internal Control over Financial Reporting

There have not been any changes to our internal controls over financial reporting (as defined by Rule 13a-15(f) and 15(d)-15(f) under the Exchange Act) during the three-month period ended June 30, 20212022 that have material affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II. Other Information

Item 1A. Risk Factors

The primary risk factors affecting our business have not changed materially from the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on February 19, 2021.15, 2022.

Item 6. Exhibits

The following is a list of exhibits filed as part of this Report on Form 10-Q:

+ indicated management compensatory plan or arrangement