Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

☒ Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 20222023.

 

or

 

☐ Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

For the transition period from __________ to __________

 

Commission file number: 001-37850

 

ATOMERA INCORPORATED

(Exact name of registrant as specified in its charter)

 

Delaware

30-0509586

(State or other jurisdiction of(I.R.S. Employer
incorporation or organization)Identification No.)

 

750 University Avenue, Suite 280

Los Gatos, California 95032

(Address, including zip code, of registrant’s principal executive offices)

 

(408) 442-5248

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock: Par value $0.001ATOMNasdaq Capital Market

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐Accelerated Filer ☐
Non-accelerated Filer ☒Smaller reporting company ☒
Emerging Growth Company ☐ 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by checkmark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act: Yes ☐ No ☒

 

The number of outstanding shares of the Registrant’s Common Stock, par value $.001 per share, as of July 28, 20222023 was 23,627,79625,793,907.

 

 

 

   

 

 

Atomera Incorporated

 

Index

 

  Page
PART I. Financial Information 
   
Item 1.Financial Statements3
   
 Condensed Balance Sheets – June 30, 20222023 (unaudited) and December 31, 202120223
   
 Unaudited Condensed Statements of Operations -– For the Three and Six Months Ended June 30, 20222023 and 202120224
   
 

Unaudited Condensed Statements of Stockholders’ Equity -Comprehensive Loss – For the Three and Six Months Ended June 30, 20222023 and 20212022

5

   
 Unaudited Condensed Statements of Cash Flows -Stockholders’ Equity – For the Three and Six Months Ended June 30, 20222023 and 202120226
   
 Unaudited Condensed Statements of Cash Flows – For the Six Months Ended June 30, 2023 and 20227
Notes to the Unaudited Condensed Financial Statements78
   
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations1316
   
Item 3.Quantitative and Qualitative Disclosures about Market Risk1720
   
Item 4.Controls and Procedures1720
   
PART II. Other Information 
  
Item 1A.Risk Factors1821
   
Item 6.Exhibits1821
   
Signatures1922

 

 

 

 

 2 

 

 

PART I. Financial Information

 

Item 1. Financial Statements

 

Atomera Incorporated

Condensed Balance Sheets

(in thousands, except per share data)

 

             
 June 30, December 31,  June 30, December 31, 
 2022  2021  2023  2022 
  (Unaudited)      (Unaudited)    
ASSETS                
                
Current assets:                
Cash and cash equivalents $21,838  $28,699  $12,904  $21,184 
Short-term investments  10,931   – 
Interest receivable  50   – 
Prepaid expenses and other current assets  650   309   650   418 
Total current assets  22,488   29,008   24,535   21,602 
                
Property and equipment, net  176   196   135   158 
Long-term prepaid maintenance and supplies  91   91   91   91 
Security deposit  14   14   14   14 
Operating lease right-of-use asset  801   900   631   700 
Financing lease right-of-use-asset  5,212   5,851   3,583   4,164 
                
Total assets $28,782  $36,060  $28,989  $26,729 
                
LIABILITIES AND STOCKHOLDERS’ EQUITY                
                
Current liabilities:                
Accounts payable $434  $338  $562  $397 
Accrued expenses  213   203   218   173 
Accrued payroll related expenses  510   601   578   967 
Current operating lease liability  243   216   259   245 
Current financing lease liability  1,395   1,395   1,357   1,126 
Total current liabilities  2,795   2,753   2,974   2,908 
                
Long-term operating lease liability  658   768   400   521 
Long-term financing lease liability  3,579   4,158   2,376   2,986 
                
Total liabilities  7,032   7,679   5,750   6,415 
                
Commitments and contingencies (see Note 10)  –   – 
Commitments and contingencies (see Note 9)  –   – 
                
Stockholders’ equity:                
Preferred stock $0.001 par value, authorized 2,500 shares; NaN issued and outstanding at June 30, 2022 and December 31, 2021  0   0 
Common stock: $0.001 par value, authorized 47,500 shares; 23,457 and 23,207 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively;  23   23 
Additional paid-in capital  196,148   194,212 
Preferred stock $0.001 par value, authorized 2,500 shares; none issued and outstanding as of June 30, 2023 and December 31, 2022  –   – 
Common stock: $0.001 par value, authorized 47,500 shares; 25,770 and 23,973 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively;  26   24 
Additional paid in capital  216,681   203,585 
Other comprehensive income (loss)  (2)  – 
Accumulated deficit  (174,421)  (165,854)  (193,466)  (183,295)
Total stockholders’ equity  21,750   28,381   23,239   20,314 
Total liabilities and stockholders’ equity $28,782  $36,060  $28,989  $26,729 

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

3

Atomera Incorporated

Condensed Statements of Operations

(Unaudited)

(in thousands, except per share data)

             
  

Three Months Ended

June 30,

  

Six Months Ended

June 30,

 
  2023  2022  2023  2022 
Revenue $–  $–  $–  $375 
Cost of revenue  –   –   –   (81)
Gross margin  –   –   –   294 
                 
Operating expenses                
Research and development  3,192   2,433   6,228   4,772 
General and administrative  1,775   1,667   3,517   3,315 
Selling and marketing  393   347   782   672 
Total operating expenses  5,360   4,447   10,527   8,759 
                 
Loss from operations  (5,360)  (4,447)  (10,527)  (8,465)
                 
Other income (expense)                
Interest income  152   35   351   38 
Accretion income  107   –   109   – 
Interest expense  (51)  (69)  (104)  (140)
Total other income (expense), net  208   (34)  356   (102)
                 
Net loss $(5,152) $(4,481) $(10,171) $(8,567)
                 
Net loss per common share, basic $(0.21) $(0.20) $(0.42) $(0.37)
Net loss per common share, diluted $(0.21) $(0.20) $(0.42) $(0.37)
                 
Weighted average number of common shares
outstanding, basic		  24,677   22,936   24,171   22,894 
Weighted average number of common shares
outstanding, diluted		  24,677   22,936   24,171   22,894 

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

4

Atomera Incorporated

Condensed Statements of Comprehensive Loss

(Unaudited)

(in thousands, except per share data)

             
  

Three Months Ended

June 30,

  

Six Months Ended

June 30,

 
  2023  2022  2023  2022 
Net loss $(5,152) $(4,481) $(10,171) $(8,567)
Unrealized gain (loss) on available-for-sale securities  –   –   (2)  – 
Net loss $(5,152) $(4,481) $(10,173) $(8,567)

 

 

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

 

 

 

 

 35 

 

 

Atomera Incorporated

Condensed Statements of OperationsStockholders’ Equity

For the Three and Six Months Ended June 30, 2023 and 2022

(Unaudited)

(in thousands, except per share data)thousands)

 

                 
  

Three Months Ended

June 30,

  

Six Months Ended

June 30,

 
  2022  2021  2022  2021 
Revenue $0  $0  $375  $400 
Cost of revenue  0   0   (81)  0 
Gross margin 

 

0  

 

0  

 

294  

 

400 
                 
Operating expenses                
Research and development  2,433   2,069   4,772   4,298 
General and administrative  1,667   1,506   3,315   3,019 
Selling and marketing  347   137   672   403 
Total operating expenses  4,447   3,712   8,759   7,720 
                 
Loss from operations  (4,447)  (3,712)  (8,465)  (7,320)
                 
Other income (expense)                
Interest income  35   3   38   5 
Interest expense  (69)  0   (140)  0 
Total other income (expense), net  (34)  3   (102)  5 
                 
Net loss before income taxes  (4,481)  (3,709)  (8,567)  (7,315)
Provision for income taxes  0   17   0   31 
                 
Net loss $(4,481) $(3,726) $(8,567) $(7,346)
                 
Net loss per common share, basic $(0.20) $(0.17) $(0.37) $(0.33)
Net loss per common share, diluted $(0.20) $(0.17) $(0.37) $(0.33)
                 
Weighted average number of common shares outstanding, basic  22,936   22,492   22,894   22,292 
Weighted average number of common shares outstanding, diluted  22,936   22,492   22,894   22,292 
                   
  Common Stock  Additional
Paid-in		  Other
Comprehensive		  Accumulated  Total
Stockholders’		 
  Shares  Amount  Capital  Loss  Deficit  Equity 
Balance January 1, 2023  23,973  $24  $203,585  $–  $(183,295) $20,314 
Stock-based compensation  297   –   927   –   –   927 
Stock option exercise  10   –   39   –   –   39 
At-the-market sale of stock, net of commissions and expenses  50   –   274   –   –   274 
Net loss  –   –   –   –   (5,019)  (5,019)
Unrealized gain (loss) on available-for-sale securities  –   –   –   (2)  –   (2)
Balance March 31, 2023  24,330  $24  $204,825  $(2) $(188,314) $16,533 
Stock-based compensation  60   –   1,030   –   –   1,030 
Stock option exercise  10   –   39   –   –   39 
At-the-market sale of stock, net of commissions and expenses  1,370   2   10,787   –   –   10,789 
Net loss  –   –   –   –   (5,152)  (5,152)
Balance June 30, 2023  25,770  $26  $216,681  $(2) $(193,466) $23,239 

                     
  Common Stock  Additional
Paid-in		  Accumulated  Total
Stockholders’		 
  Shares  Amount  Capital  Deficit  Equity 
Balance January 1, 2022  23,207  $23  $194,212  $(165,854) $28,381 
Stock-based compensation  161   –   726   –   726 
Stock option exercise  25   –   166   –   166 
Net loss  –   –   –   (4,086)  (4,086)
Balance March 31, 2022  23,393  $23  $195,104  $(169,940) $25,187 
Stock-based compensation  33   –   859   –   859 
At-the-market sale of stock, net of commissions and expenses  31   –   185   –   185 
Net loss  –   –   –   (4,481)  (4,481)
Balance June 30, 2022  23,457  $23  $196,148  $(174,421) $21,750 

 

 

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

 

 

 

 46 

 

 

Atomera Incorporated

Condensed Statements of Stockholders’ EquityCash Flows

For the Three and Six Months Ended June 30, 2022 and 2021

(Unaudited)

(in thousands)

 

                     
  Common Stock  Additional
Paid-in		  Accumulated  Total
Stockholders’		 
  Shares  Amount  Capital  Deficit  Equity 
Balance January 1, 2022  23,207  $23  $194,212  $(165,854) $28,381 
Stock-based compensation  161   –   726   –   726 
Stock option exercise  25   –   166   –   166 
Net loss  –   –   –   (4,086)  (4,086)
Balance March 31, 2022  23,393  $23  $195,104  $(169,940) $25,187 
Stock-based compensation  33   –   859   –   859 
At-the-market sale of stock, net of commissions and expenses  31   –   185   –   185 
Net loss  –   –   –   (4,481)  (4,481)
Balance June 30, 2022  23,457  $23  $196,148  $(174,421) $21,750 

  Common Stock  Additional
Paid-in		  Accumulated  Total
Stockholders’		 
  Shares  Amount  Capital  Deficit  Equity 
Balance January 1, 2021  22,375  $22  $187,463  $(150,140) $37,345 
Stock-based compensation  71   –   731   –   731 
At-the-market sale of stock, net of commissions and expenses  14   –   243   –   243 
Stock option exercise  398   1   2,514   –   2,515 
Warrant Exercise  223   –   –   –   – 
Forfeited restricted stock awards  (54)  –   –   –   – 
Net loss  –   –   –   (3,620)  (3,620)
Balance March 31, 2021  23,027  $23  $190,951  $(153,760) $37,214 
Stock-based compensation  18   –   847   –   847 
Stock option exercise  59   –   354   –   354 
Net loss  –   –   –   (3,726)  (3,726)
Balance at June 30, 2021  23,104  $23  $192,152  $(157,486) $34,689 
       
  Six Months Ended
June 30,		 
  2023  2022 
CASH FLOWS FROM OPERATING ACTIVITIES        
Net Loss $(10,171) $(8,567)
Adjustments to reconcile net loss to net cash used in operating activities:        
Depreciation and amortization  40   39 
Operating lease right of use asset amortization  102   99 
Financing lease right of use asset amortization  581   638 
Stock-based compensation  1,957   1,585 
Accretion of discounts on available-for-sale securities  (89)  – 
Changes in operating assets and liabilities:        
Interest receivable  (42)  – 
Prepaid expenses and other current assets  (232)  (341)
Accounts payable  165   96 
Accrued expenses  45   10 
Accrued payroll expenses  (389)  (91)
Operating lease liability  (139)  (83)
Net cash used in operating activities  (8,172)  (6,615)
         
CASH FLOWS FROM INVESTING ACTIVITIES        
Acquisition of property and equipment  (18)  (19)
Purchase of available-for-sale securities  (10,853)  – 
Net cash used in investing activities  (10,871)  (19)
         
CASH FLOWS FROM FINANCING ACTIVITIES        
Proceeds from at-the-market sale of stock, net of commissions and expenses  11,063   185 
Proceeds from exercise of stock options  78   166 
Payments on principal of financing lease  (378)  (578)
Net cash provided (used) by financing activities  10,763   (227)
         
Net decrease in cash and cash equivalents  (8,280)  (6,861)
         
Cash and cash equivalents at beginning of period  21,184   28,699 
         
Cash and cash equivalents at end of period $12,904  $21,838 
         
Supplemental information:        
Cash paid for interest $104  $140 
Cash paid for taxes $–  $– 

 

 

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

 

 

 

 57 

 

 

Atomera IncorporatedATOMERA INCORPORATED

Condensed Statements of Cash Flows

(Unaudited)

(in thousands)

         
  Six Months Ended
June 30,		 
  2022  2021 
CASH FLOWS FROM OPERATING ACTIVITIES        
Net Loss $(8,567) $(7,346)
Adjustments to reconcile net loss to net cash used in operating activities:        
Depreciation and amortization  39   26 
Operating lease right of use asset amortization  99   88 
Financing lease right of use asset amortization  638   0 
Stock-based compensation  1,585   1,578 
Changes in operating assets and liabilities:        
Prepaid expenses and other current assets  (341)  (527)
Accounts payable  96   (31)
Accrued expenses  10   (27)
Accrued payroll expenses  (91)  (383)
Operating lease liability  (83)  (12)
Net cash used in operating activities  (6,615)  (6,634)
         
CASH FLOWS FROM INVESTING ACTIVITIES        
Acquisition of property and equipment  (19)  (79)
Net cash used in investing activities  (19)  (79)
         
CASH FLOWS FROM FINANCING ACTIVITIES        
Proceeds from at-the-market sale of stock, net of commissions and expenses  185   243 
Proceeds from exercise of stock options  166   2,869 
Payments on principal of financing lease  (578)  0 
Net cash provided (used) by financing activities  (227)  3,112 
         
Net decrease in cash and cash equivalents  (6,861)  (3,601)
         
Cash and cash equivalents at beginning of period  28,699   37,942 
         
Cash and cash equivalents at end of period $21,838  $34,341 
         
Supplemental information:        
Cash paid for interest $140  $0 
Cash paid for taxes $0  $66 

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

6

ATOMERA INCORPORATED

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

For the Three and Six Months Ended June 30, 20222023 and 20212022

 

1.NATURE OF OPERATIONS

 

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 its efforts toward technology research and development and to commercially licensing its technology to designers and manufacturers of integrated circuits.

 

2.LIQUIDITY AND MANAGEMENT PLANS

 

At June 30, 2022,2023, the Company had cash, and cash equivalents and short-term investments of approximately $21.823.8 million and working capital of approximately $19.721.6 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. 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 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 agent as its sales agent, having an aggregate offering price of up to $50.0 $50.0 million (the "ATM“ATM Facility”). During the three months ended June 30, 2023, the Company sold approximately 1.4 million shares pursuant to our ATM Facility at an average price per share of approximately $8.15, resulting in approximately $10.8 million of net proceeds to us after deducting commissions and other offering expenses.

 

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. 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. The Company’s operating plans forIf the next 12 months include increasedCompany is not able to generate sufficient revenue from license fees and royalties in a timeframe that satisfies its cash needs, it will need to raise more capital. In the event it requires additional capital, it will endeavor to acquire additional funds through various financing sources, including the ATM Facility, follow-on equity offerings, debt financing and joint ventures with industry partners. In addition to use of the ATM Facility and other capital raising alternatives, the Company will consider alternatives to our current business plan that may enable it to achieve revenue-producing operations and meaningful commercial success with a smaller amount of capital. If the Company is unable to secure sufficient additional capital, it may be required to curtail our research and development headcount. For capital needs beyond the next 12 months, the Company currently expectsinitiatives and take additional measures to rely on its ATM, but the terms on which any future stock sales will occur will depend on both market conditions and the Company’s business performance, so there can be no guarantee that funds will be available on commercially reasonable terms.reduce costs in order to conserve cash.

 

8

3.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

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 15, 2022.2023.

7

 

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, 20222023 and 20212022 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, 2021,2022 was derived from the audited financial statements included in the Company's financial statements as of and for the year ended December 31, 2021,2022, included in the Company’s Annual Report on Form 10-K filed with the SEC on February 15, 2022.2023. These unaudited condensed financial statements should be read in conjunction with that report.

Cash, cash equivalents, and short-term investments

The Company considers all highly liquid investments with an original maturity of three months or less, when purchased, to be cash equivalents. Cash equivalents may be invested in money market funds or U.S. agency bonds. Cash and cash equivalents are carried at cost, which approximates their fair value.

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 end date. The Company may sell these marketable debt securities prior to their stated maturities depending upon changing liquidity requirements. These debt securities are classified as current assets in the consolidated balance sheet and recorded at fair value, with unrealized gains or losses included in accumulated other comprehensive income (loss).

Gains and losses are recognized when realized. Gains and losses are determined using the specific identification method and are reported in other income (expense), net in the consolidated statements of operations.

 

Adoption of recent accounting standards

 

In August 2020,From time to time, new accounting standards are issued by the Financial Accounting Standards Board (“FASB”) that are adopted by the Company as of the specified effective date. No new accounting standards, issued or effective during the period ended June 30, 2023, have had or are expected to have a significant impact on the Company’s financial statements.

9

4.FAIR VALUE MEASUREMENTS

Accounting Standards UpdateCodification (“ASU”ASC”) No. 2020-06,820, Debt with Conversion and other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40).Fair Value Measurements The new guidance eliminates(“ASC 820”) states that fair value represents the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contractsamount that would be received to sell an asset or paid to transfer a liability in an entity’s own equityorderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The three-tiered fair value hierarchy, which prioritizes which inputs should be used in measuring fair value, is comprised of:

Level 1 — Quoted prices (unadjusted) in active markets for identical assets and liabilities.

Level 2 — Inputs other than Level 1 that are currently accountedobservable, either directly or indirectly, such as unadjusted quoted prices for as derivatives becausesimilar 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 for substantially the full term of specific settlement provisions. In addition, the new guidance modifies how particular convertible instruments and certain contracts that may be settled in cashassets or shares impact the diluted earnings per share computation The Company adopted this standard on January 1, 2022 and it did not have a material impact on its financial position, results of operations or financial statement disclosure.liabilities.

 

Level 3 — Unobservable inputs 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 that 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, 2023 and December 31, 2022 consisted of the following (in thousands):

Schedule fair value measurements                        
     June 30, 2023  December 31, 2022 
  Cost  Unrealized Gain/(Loss)  Accretion of Discount  Fair Value  Cost  Fair Value 
Cash $1  $–  $–  $1  $1  $1 
Money market funds  12,903   –   –   12,903   21,183   21,183 
US treasury bills  7,873   (2)  66   7,937   –   – 
US agency bonds  2,971   –   23   2,994   –   – 
Total $23,748  $(2) $89  $23,835  $21,184  $21,184 

Interest receivable of approximately $50,000 as of June 30, 2023 includes approximately $8,000 of purchased accrued interest.

10

4.5.REVENUE

 

The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) No. 606. The Company generates revenues from engineering service contracts, license agreements and joint development agreements. 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 (such as a right to use licensed technology that is under the customer’s control), or over time.time (typically a right to access technology without obtaining control).

 

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

Schedule of disaggregated revenue and timing of revenue                
  Three Months Ended June 30,  Six Months Ended June 30, 
  2023  2022  2023  2022 
Primary geographic markets                
North America $–  $–  $–  $75 
Asia Pacific  –   –   –   300 
Total $–  $–  $–  $375 
                 
Timing of revenue recognition                
Products and services transferred at a point in time $–  $–  $–  $375 
Products and services transferred over time  –   –   –   – 
Total $–  $–  $–  $375 

Schedule of disaggregated revenue and timing of revenue                
  Three Months Ended June 30,  Six Months Ended June 30, 
  2022  2021  2022  2021 
Primary geographic markets                
North America $0  $0  $75  $0 
Asia Pacific  0   0   300   400 
Total $0  $0  $375  $400 
                 
Timing of revenue recognition                
Products and services transferred at a point in time $0  $0  $375  $400 
Products and services transferred over time  0   0   0   0 
Total $0  $0  $375  $400 

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.

 

 

 

 

 811 

 

 

5.6.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 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):

Schedule of anti dilutive shares                
 

Six Months Ended

June 30,

  

Six Months Ended

June 30,

 
 2022  2021  2023  2022 
Stock Options  3,008   3,033   3,364   3,008 
Unvested restricted stock  456   515   555   456 
Warrants  0   2 
Total  3,464   3,550   3,919   3,464 

 

6.7.LEASES

 

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, variable lease costs and interest expense. The componentsCompany’s lease agreement for a tool used in the development and marketing of the Company’s technology contains a provision for an annual adjustment of lease costspayments based on tool availability and usage. The potential lease payment adjustment is determined on August 1 of each year of the lease and is calculated based on the tool availability and usage for the preceding 12 months. Effective August 1, 2022, the lease payments for this tool were reduced to $100,824 per month for the period August 1, 2022 through July 31, 2023. This adjustment to the variable lease payments resulted in a reduction in ROU and corresponding lease liability.

Effective May 1, 2023, the Company leased an additional 404 square feet at its Tempe office location under an amendment to its current lease. The monthly rent payment increased from $1,277 per month to $2,365 per month and the increased rent under the amended lease is accounted for as follows (in thousands): a modification to the lease under ASC 842 at the time of commencement. At the effective date of the lease amendment, a right-of-use asset of approximately $33,000 was recorded along with a short-term operating lease liability of approximately $12,000 and long-term operating lease liability of approximately $21,000. The amended lease ends in February 2026.

Components of lease costs                
  Three Months Ended June 30,  Six Months Ended June 30, 
  2022  2021  2022  2021 
             
Financing lease costs:                
Amortization of ROU assets $319  $0  $638  $0 
Interest on lease liabilities  69   0   140   0 
Total financing lease costs $388  $0  $778  $0 

 

 

Operating lease costs:               
Fixed lease costs $62  $62  $124  $114 
Variable lease costs  0   0   0   0 
Short-term lease costs  9   11   20   22 
Total operating lease costs $71  $73  $144  $136 

 

 

 

 

 912 

 

In December 2022, the Company entered into a lease agreement for a tool in Tempe, Arizona. The term of this lease is for six months beginning on January 1, 2023 with an option to extend the lease for an additional six months. The initial lease terms were $96,000 per month. In March 2023, the Company elected to extend the lease through December 31, 2023 and in consideration for this extension the remaining lease payments were reduced to $84,000. Since the lease and extension are not for more than one year, the future lease payments are not included in the lease obligations on the Company’s condensed balance sheets.

The Company terminated its office lease in Cambridge, Massachusetts as of March 31, 2023. The cost of the lease was $2,942 per month.

The components of lease costs were as follows (in thousands):

Schedule components of lease costs                
  Three Months Ended June 30,  Six Months Ended June 30, 
  2023  2022  2023  2022 
Financing lease costs:                
Amortization of ROU assets $290  $319  $581  $638 
Interest on lease liabilities  51   69   104   140 
Total financing lease costs $341  $388  $685  $778 
                 
Operating lease costs:            
Fixed lease costs $64  $62  $126  $124 
Variable lease costs  –   –   –   – 
Short-term lease costs  244   9   541   20 
Total operating lease costs $308  $71  $667  $144 

 

Future minimum payments under non-cancellable leases as of June 30, 20222023 were as follows (in thousands):

Schedule of future minimum lease payments             
For the Year Ended December 31, Financing leases  Operating leases  Financing leases Operating leases 
Remaining 2022 $718  $115 
2023  1,436   296 
Remaining 2023  $679  $98 
2024  1,436   278  1,436 291 
2025  1,436   284  1,436 298 
2026 & thereafter  478   21 
2026 478 23 
2027 & thereafter  –    
Total future minimum lease payments $5,504  $994  $4,029 $710 
Less imputed interest  (530)  (93)  (296)  (51)
Total lease liability $4,974  $901  $3,733 $659 

13

 

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

Supplemental non-cash activity related to operating leases                
Supplemental non-cash activity related to operating and financing leases         
 Three Months Ended June 30,  Six Months Ended June 30,  Three Months Ended June 30,  Six Months Ended June 30, 
 2022  2021  2022  2021  2023  2022  2023  2022 
Operating cash flow information:                                
Cash paid for amounts included in the measurement of operating lease liabilities $54  $36  $108  $38  $55  $54  $111  $108 
Cash paid for amounts included in the measurement of financing liabilities $359  $0  $718  $0  $241  $359  $482  $718 
Non-cash activity:                                
Right-of-use assets obtained in exchange for operating lease obligations $0  $0  $0  $382  $33  $–  $33  $– 

 

The table above does not include short-term leases that are one-year or less.

The weighted average remaining discount rate is 5.255.48% for the Company’s operating leases and 5.25% for the financing leases.lease. The weighted average remaining lease term is 3.62.6 years for the Company’s operating leases and 4.13.1 years for the financing lease.

In October 2016, the Company entered into a 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 payments are not included in the Company’s lease accounting under ASC Topic 842.

 

7.WARRANTS

A summary of warrant activity for six months ended June 30, 2022 is as follows (in thousands except per share amounts and contractual term): 

Schedule of warrant activity                
  

Number of

Shares

  

Weighted

Average

Exercise

Prices per

Share

  

Weighted

Average

Remaining

Contractual

Term (In

Years)

  

Intrinsic

Value

 
Outstanding at January 1, 2022  1  $33.75         
Forfeited  (1) $33.75         
Outstanding and exercisable at June 30, 2022  0  $–   –   0 

10

 

8.STOCK BASED COMPENSATION

 

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 3,750,000.,000 shares of common stock. AllAs of June 30, 2023, approximately 5,000 shares remain available for issuance. 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 commons stock. All employees and employees of 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 and 2023 Plan. Generally, stock options and restricted stock issued under the 2017 Plan and 2023 Plan vest over a period of one to four years from the date of grant.

 

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, 20222023 and 20212022 for stock options and restricted stock granted under the 2017 Plan and 2007 PlanCompany’s incentive plans (in thousands):

Schedule of stock-based compensation expense                
  Three Months Ended June 30,  Six Months Ended June 30, 
  2022  2021  2022  2021 
Research and development $295  $267  $539  $490 
General and administrative  499   554   928   1,009 
Selling and Marketing  65   26   118   79 
Total $859  $847  $1,585  $1,578 

Schedule of stock-based compensation expense            
  

Three Months Ended

June 30,

  Six Months Ended
June 30,		 
  2023  2022  2023  2022 
Research and development $372  $295  $700  $539 
General and administrative  570   499   1,095   928 
Selling and Marketing  88   65   162   118 
Total $1,030  $859  $1,957  $1,585 

 

As of June 30, 2022,2023, there was approximately $7.98.7 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 2.32.7 years.

14

 

The weighted average grant date fair value per share of the options granted under the Company’s 2017 Plan was $4.95 and $10.60 for the six months ended June 30, 2022. The weighted average grant date fair value per share of2023 and 2022, respectively. No options were issued in the options granted under Company’s 2017 Plan was $14.78 and $15.36 for the three and six months ended June 30, 2021, respectively.2023 and 2022 from the Company’s 2017 or 2023 Plan and no options were issued from the Company’s 2023 Plan during the periods presented.

 

The following table summarizes stock option activity during the six months ended June 30, 20222023 (in thousands except exercise prices and contractual terms):

Schedule of stock option activity                
  

Number of

Shares

  

Weighted-

Average

Exercise

Prices per Share

  

Weighted-
Average

Remaining

Contractual

Term (In Years)

  Intrinsic
Value		 
Outstanding at January 1, 2022  2,869  $6.64         
Granted  175  $14.54         
Exercised  (26) $6.55         
Forfeited  (3) $28.66         
Expired  (7) $33.09         
Outstanding at June 30, 2022  3,008  $7.01   5.6  $9,419
Exercisable at June 30, 2022  2,454  $6.37   4.9  $7,809

Schedule of stock option activity             
   

Number of

Shares

  

Weighted-

Average

Exercise

Prices per Share

  

Weighted-
Average

Remaining

Contractual

Term (In Years)

  Intrinsic
Value		 
Outstanding at January 1, 2023   3,009  $7.07         
Granted   375  $6.56         
Exercised   (20) $3.90         
Outstanding at June 30, 2023   3,364  $7.03   5.13  $8,401 
Exercisable at June 30, 2023   2,716  $6.56   4.25  $7,157 

 

During the six months ended June 30, 2022,2023, the Company granted options under the 2017 Plan to purchase approximately 175375,000 shares of its common stock to its employees.employees and consultants. The fair value of these options was approximately $1.9 million at the time of grant.

11

 

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, 20222023 (in thousands except per share data):

Schedule of restricted stock option activity              
 

Number of

Shares

 

Weighted-Average

Grant Date Fair Value per Share

  

Number of

Shares

 

Weighted-Average

Grant Date Fair Value per Share

 
Outstanding at January 1, 2022   386  $6.75 
Outstanding at January 1, 2023  340  $10.78 
Granted   194  $14.41   357  $7.00 
Vested   (124) $7.62   (142) $8.91 
Outstanding non-vested shares at June 30, 2022   456  $9.77 
Outstanding non-vested shares at June 30, 2023  555  $8.83 

 

During the six months ended June 30, 20222023, the Company granted approximately 194357,000 restricted stock awards under the 2017 Plan and 2023 Plan to its employees and directors. The fair value of these awards was approximately $2.82.5 million at the time of grant.

 

9.PROVISION FOR INCOME TAXES

The Company recorded a provision for income taxes of approximately $17,000 and $31,000 during 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.

  

10.9.COMMITMENTS AND CONTINGENCIES

 

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, 2022,2023, or through the date these financial statements have been issued.

 

11.10.

SUBSEQUENT EVENTS

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.

Since June 30, 2023, the Company has issued approximately 24,000 additional shares through its ATM offering at an average price per share of $9.17 resulting in additional net proceeds of approximately $214,000.

 

 

 

 1215 

 

 

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 financial statements and the accompanying notes that appear elsewhere in this 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 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 in our Annual Report on Form 10-K for the year ended December 31, 20212022 filed with the SEC on February 15, 2022.2023. 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 processes and technologies for the $550+ billion semiconductor industry. Our lead technology, named Mears Silicon Technology™, 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 power efficiency. In addition, since MST is an additive and low-cost technology, we believe it can be deployed on an industrial scale, with machines commonly used in semiconductor manufacturing. 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:

 

· foundries, which manufacture integrated circuits on behalf of fabless manufacturers;

 

· integrated device manufacturers, or IDMs, which are the fully integratedfully-integrated designers and manufacturers of integrated circuits;

 

· fabless semiconductor manufacturers, which are designers of integrated circuits that outsource the manufacturemanufacturing of their chips to foundries;

 

· original equipment manufacturers, or OEMs, that manufacture the epitaxial, or EPI,epi, machines used to deposit semiconductor layers, such as the MST film, onto the silicon wafer;wafers; and

 

· electronic design automation companies, which make tools used throughout the industry to simulate performance of semiconductor products using different materials, design structures and process technologies.

16

 

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. We also license our MSTcadTM software to our customers for use in simulating the effects of using MST technology on their wafers and/or devices. 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, and (iii) engineering services provided to foundries, IDMs and fabless companies.companies and (iv) licensing MSTcad.

 

In April 2023, we entered into a license agreement with ST Microelectronics (“ST”) that authorizes ST to manufacture and distribute MST-enabled products to its customers. This agreement provides for payment of license fees payable upon reaching milestones consistent with Atomera’s standard business model. Our standard model is based around two major milestones, namely the installation of MST in a customer’s fab and qualification of an MST-enabled process. After process qualification is completed, ST will have the right to commercially distribute MST-enabled products and, assuming ST brings such products to market, we will receive royalties on all MST-enabled products manufactured for commercial purposes. This license agreement with ST is our first grant of commercial manufacturing and distribution rights and, assuming the successful installation of MST and related process qualification, would result in our first revenue from commercial use of MST-enabled products. There can be no assurance, however, that ST will pursue the licensed rights through development to the manufacture and commercial sale of MST-enabled wafers.

13

 

We were organized as a Delaware limited liability company under the name Nanovis LLC on November 26, 2001. On March 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 31, 2022, we entered into an Equity Distribution Agreement with Oppenheimer & Co. Inc and Craig-Hallum Capital Group LLC, as agents, under which we may offer and sell, from time to time at our sole discretion, shares of our common stock having an aggregate offering price of up to $50.0 million in an “at-the-market” offering or ATM offering,“ATM”, to or through the agents. As ofDuring the three months ended June 30, 2022, 31,6522023, we sold approximately 1.4 million shares had been soldpursuant to our ATM at an average price per share of approximately $11.24,$8.15, resulting in approximately $185,000$10.8 million 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 for integration engineering services, integration license agreements, and a manufacturing license granted under a JDA. In the future, we expect to collect increased fees fromJDA and licensing of MSTcad. Our license agreements and JDAs as well as royalties from customer sales of products that incorporateagreement with ST, which was executed in April 2023, is our MST technology, subject to our ability to enter intofirst commercial manufacturing and distribution license agreements with our currentagreement and, future licensees.assuming successful completion of contractual milestones and payments of associated fees, will entitle us to royalties on all MST-enabled products manufactured for commercial purposes. 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 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 MST-enabled wafers in their facilities 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.

 

17

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 ofin 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. Our licensing of MSTcad grants customers the right to use MSTcad software to simulate the effects of incorporating MST technology into their semiconductor manufacturing process. MSTcad licenses are granted on a monthly basis and revenue is recognized over time.

 

Revenue was not recorded for the three months ended June 30, 2022 or 2021.2023 and 2022. Revenue for the six monthsmonth period ended June 30, 2023 and 2022 was $0 and 2021 was $375,000, and $400,000, respectively. Our revenue in 2022 consisted of a success fee pursuant to our first JDA and 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. Cost of revenue consists of costs of materials, as well as direct compensation and expenses incurred to provide support fordeliverables that resulted in payment of our success fee and wafers delivered as part of the integration license agreement. Cost of revenue was not recorded for the three months ended June 30, 2022 or 2021. Cost of revenue was approximately $81,000 and $0 for the six months ended June 30, 2023 and 2022 was $0 and 2021,approximately $81,000, respectively. We anticipate that our cost of revenue will vary substantially depending on the mix of license and engineering services revenues we receive and the nature of products and/or services delivered in each customer engagement. Cost of revenue expenses were not recorded for the three months ended June 30, 2023 and 2022.

 

Operating expenses. Operating expenses consist of research and development, general and administrative, and selling and marketing expenses. For the three months ended June 30, 20222023 and 2021,2022, our operating expenses totaled approximately $4.4$5.4 million and $3.7$4.4 million, respectively. For the six months ended June 30, 20222023 and 20212022, our operating expenses totaled approximately $10.5 million and $8.8 million, and $7.7 million respectively.

14

 

Research and development expense. To date, our operations have focused on the research, development, patent prosecution, and commercialization of our MST technology and related technologies 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.

 

For the three months ended June 30, 20222023 and 2021,2022, we incurred approximately $3.2 million and $2.4 million, respectively, of research and $2.1development expenses, an increase of approximately $759,000, or 31%. This increase was primarily due to increases of approximately $482,000 in outsourced research and development mainly due to price increases for outsourced foundry services combined with an increase in the number of wafers processed. The increase in research and development expenses also reflected increases of approximately $209,000 in employee-related expenses resulting from new hires, and approximately $78,000 in stock-based compensation costs.

For the six months ended June 30, 2023 and 2022, we incurred approximately $6.2 million and $4.8 million, respectively, of research and development expense, an increase of approximately $364,000,$1.5 million, or 18%31%. 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, an increase of approximately $474,000, or 11%. The increase was primarily due to approximately $810,000 of tool lease expense as the tool lease commenced in August 2021, offset by a reduction in payroll related expense of approximately $194,000 and reduction of approximately $287,000 in outsourced research and development expenses.of approximately $622,000 due to price increases and increased number of wafers processed. Additional increases were due to approximately $413,000 in employee costs for new hires and approximately $111,000 in wafer purchases to support our research efforts. The price increases by our outsourced foundry service provider will continue to affect our research and development expenses going forward, but the magnitude of the increase seen in the first half of 2023 should not recur in the second half due to the larger number of wafer lot starts as cycle time improved.

 

18

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 $1.8 million and $1.7 million for the three months ended June 30, 20222023 and 2021 were approximately $1.7 million and $1.5 million,2022, respectively, representing an increase of approximately $161,000,$108,000, or 11%6%. The increase is primarily related to an increase in stock-based compensation costs was primarily due to increases of approximately $92,000 in employee-related costs$71,000 and legal and approximately $115,000 in patent fees, offset in part by a decreasean increase of approximately $55,000$26,000 in stock-based compensation.IT support services.

 

General and administrative costs were approximately $3.5 million and $3.3 million for the six months ended June 30, 20222023 and 2021 were approximately $3.3 million and $3.0 million,2022, respectively, representing an increase of approximately $296,000,$202,000, or 10%6%. The increase is primarily related to an increase in stock-based compensation costs was primarily due to increases of approximately $40,000 in employee related costs, $211,000 in legal$167,000 and patent fees and $94,000 in insurance expenses, offset in part by a decreasean increase of approximately $80,000$53,000 in stock-based compensation.IT support services. 

 

Selling and marketing expense. Selling and marketing expenses consist primarily of salary and benefits for our sales and marketing personnel and business development consulting services. Selling and marketing expenses for the three months ended June 30, 20222023 and 20212022 were approximately $347,000$393,000 and $137,000,$347,000, respectively, representing an increase of approximately $210,000,$46,000, or 153%13%. The increase in costs is primarily related to increased spending in employee related costs of approximately $87,000, an increase in outsourced marketing expenses of approximately $39,000travel and an increase in stock-based compensation of approximately $38,000.costs.

 

Selling and marketing expenses for the six months ended June 30, 20222023 and 20212022 were approximately $672,000$782,000 and $403,000,$672,000, respectively, representing an increase of approximately $269,000,$110,000, or 67%16%. The increase in costs is primarily related to increased spending in employee related costs of approximately $83,000, an increase in outsourced marketing expenses of approximately $79,000travel and an increase in stock-based compensation of approximately $39,000.costs.

 

Interest income. Interest income for three months ended June 30, 20222023 and 20212022 was approximately $152,000 and $35,000, respectively. Interest income for six months ended June 30, 2023 and $3,000,2022 was approximately $351,000 and $38,000, respectively. Interest income for the six months ended June 30, 2022 was approximately $38,000 and $5,000, respectively. Interest income for each periodperiods presented related to interest earned on our cash, cash equivalents and cash equivalents.short-term investments.

 

Interest expense.Accretion income. Interest expenseAccretion income for the three and six months ended June 30, 20222023, was approximately $69,000$107,000 and $140,000 respectively and related$109,000 respectively. Accretion income relates to the new tool financing lease entered intoincrease in August 2021.value of our available-for-sale securities from the purchase date through the maturity date. There was no interest expense recorded 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 six months ended June 30, 2021 was approximately $17,000 and $31,000, respectively, and related 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 recordedaccretion for the three or six months ended June 30, 2022.

 

Interest expense. Interest expense for the three months June 30, 2023 and 2022 was approximately $51,000 and $69,000, respectively. Interest expense for the six months June 30, 2023 and 2022 was approximately $104,000 and $140,000, respectively. Interest expense is related to the tool financing lease entered into in August 2021.

15

 

Cash Flows from Operating, Investing and Financing Activities

Net cash used in operating activities of approximately $8.2 million for the six months ended June 30, 2023 resulted primarily from our net loss of approximately $10.2 million offset by approximately $2.0 million of stock-based compensation.

 

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 assetsexpenses, offset by stock-based compensation and amortization of right-of-use assets.

 

Net cash used in operatinginvesting activities of approximately $6.6$10.9 million and for the six months ended June 30, 2021 resulted2023 consisted primarily from our net loss of approximately $7.3 million, an increasethe purchase 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.

short-term investments. Net cash used in investing activities of approximately $19,000 for the six months ended June 30, 2022 consisted of the purchase of computers and lab tools in Tempe, AZ. 

Net cash provided by financing activities of approximately $79,000$10.8 million for the six months ended June 30, 2021 consisted of2023 primarily related to the purchase of computers, lab tools and leasehold improvements fornet proceeds from our ATM offering, offset by the remodeled Los Gatos office space and lab tools to use with the new equipment lease in Tempe, Arizona.principal payments on our financing lease.

 

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 a previous at-the-market offering which began in September 2020 and concluded in January 2021.

19

 

Liquidity and Capital Resources

 

As of June 30, 2022,2023, we had cash and cash equivalents of approximately $21.8$12.9 million, short-term investments of approximately $11.0 million and working capital of approximately $19.7$21.6 million. For the six months ended June 30, 2022,2023, we had a net loss of approximately $8.6$10.2 million and used approximately $6.6$8.2 million of cash and cash equivalents in operations. Since inception, we have incurred recurring operating losses.

 

InDuring the six months ended June 2022,30, 2023, we conducted an at-the-market offering of our commonsold approximately 1.4 million shares through Oppenheimer & Co. Inc and Craig-Hallum Capital Group LLC, as agents, pursuant to which we sold 31,652 sharesour ATM at an average price per share of approximately $11.24,$8.09, resulting in approximately $185,000$11.1 million of net proceeds to us after deducting commissions and other offering expenses. Since June 30, 2023 we have issued approximately 24,000 additional shares through our ATM offering at an average price per share of $9.17 resulting in additional net proceeds of approximately $214,000.

 

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, 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.

16

 

Critical Accounting Estimates

 

There have been no changes to our critical accounting estimates from those included in our Annual Report on Form 10-K for the year ended December 31, 20212022 filed with the SEC on February 15, 2022.2023.

 

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, 2022.2023.

 

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, 20222023 that have material affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

 

 

 

 1720 

 

 

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, 20212022 filed with the SEC on February 15, 2022.2023.

 

Item 6. Exhibits

 

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

 

Exhibit

No.

 Description Method of filing

 

31.1 Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed electronically herewith  
     
31.2 Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed electronically herewith  
     
32.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) Filed electronically herewith 
10.1Equity Distribution Agreement dated May 31, 2022 between the Company and Oppenheimer & Co. Inc. and Craig-Hallum Capital Group LLCIncorporated by reference from the Company’s Current Report on Form 8-K filed on May 31, 2022
     
101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) Filed electronically herewith  
     
101.SCH Inline XBRL Taxonomy Extension Schema Document Filed electronically herewith  
     
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document Filed electronically herewith  
     
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document Filed electronically herewith  
     
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document Filed electronically herewith  
     
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Filed electronically herewith  
     
104 Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101). Filed electronically herewith  

 

 

 

 

 

 

 1821 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and the on the date indicated.

 

 ATOMERA INCORPORATED. 
   
Date: August 2, 20222023By:/s/ Scott A. Bibaud 
  Scott A. Bibaud
Chief Executive Officer,		 
  (Principal Executive Officer) 
  and Director 
    
    
Date: August 2, 20222023By:/s/ Francis B. Laurencio 
  Francis B. Laurencio 
  Chief Financial Officer 
  (Principal Financial and 
  Accounting Officer) 

 

 

 

 

 

 

 

 

 

 

 

 1922