--(BUSINESS WIRE)--Atomera Incorporated (Nasdaq: ATOM): WHO: Marek Hytha, Atomera Chief Scientist — presenting research on MST; Dan Holladay, Director of Operations WHAT: In-person poster entitled "MST: A Toolbox for Engineering Silicon Virtual Substrates: From GaN-on-Si to Piezo-Si and Spintronics† WHEN: September 15 & 16, 2025 WHERE: Santa Fe Convention Center 201 W. Marcy St. Â Santa Fe, NM 87501 Marek Hytha, Atomera Chief Scientist, will present research on Mears Silicon Techn. ...

Q2 2025 Conference Call August 5, 2025 Atomera Incorporated 1 Safe Harbor This presentation contains forward-looking statements concerning Atomera Incorporated (""Atomera," the "Company," "we," "us," and "our"). The words "believe," "may," "will," "potentially," "estimate," "continue," "anticipate," "intend," "could," "would," "project," "plan," "expect" and similar expressions that convey uncertainty of future events or outcomes are intended to identify forward- looking statements. These forward-looking st ...

Atomera (ATOM 1.97%), a semiconductor materials technology developer, released its second quarter results on August 5, 2025. The most noteworthy news in the earnings release was the wider-than-expected net loss: The company posted a GAAP net loss of $(0.17) per share, worse than analyst expectations of $(0.14) GAAP EPS. GAAP revenue was $0, matching estimates but down from $72,000 in the prior year. Cash and cash equivalents totaled $22.0 million at quarter end, reflecting continued negative cash flow. Over ...

Financial Data and Key Metrics Changes - The GAAP net loss for Q2 2025 was $5 million, or $0.17 per share, compared to a net loss of $4.4 million in Q2 2024, which was $0.16 per share [20] - GAAP operating expenses in Q2 2025 were $5.2 million, an increase of $565,000 from $4.6 million in Q2 2024 [20] - Non-GAAP net loss in Q2 2025 was $4 million, compared to a loss of $3.6 million in Q2 2024 [21] - Cash and cash equivalents as of June 30, 2025, were $22 million, down from $24.1 million as of March 31, 2025 [22] Business Line Data and Key Metrics Changes - The company is experiencing higher wafer activity due to multiple ongoing initiatives and customer engagements [4] - Significant customer interest in MST technology has been noted, with many licensees conducting demo runs [7][9] - The transition to 300mm wafers by ST Micro is expected to delay process qualification but presents a significant revenue potential [5][6] Market Data and Key Metrics Changes - The semiconductor industry is seeing macro factors that favor Atomera's product initiatives, leading to increased wafer activity [4] - The company is expanding its focus from GaN for power to include GaN for RF, indicating a strategic shift to capture growth in RF applications [11] Company Strategy and Development Direction - Atomera aims to enable new capabilities for electronic devices through innovative solutions that address industry challenges [24] - The company is actively engaging with top semiconductor manufacturers to convert current engagements into commercial success [24] - Atomera has joined the National Semiconductor Technology Center to contribute to U.S. semiconductor technology leadership and reduce prototyping costs [16][17] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the future, citing a high level of customer engagement and the potential for several agreements to materialize soon [18] - The company is focused on improving yields and performance in advanced nodes, which is critical for customer adoption [10] - Management believes that the current level of innovation and patent filings positions Atomera favorably in the market [15] Other Important Information - The company has exceeded 400 issued and pending patents, marking a significant milestone [16] - Atomera is making progress in hiring additional team members to support increased customer activity [19] Q&A Session Summary Question: What is the impact of the delay with STMicro on the transition to 300mm wafers? - Management indicated that prior work with STMicro will be beneficial for the transition to 300mm wafers, and they are confident in moving forward quickly once the necessary tools are in place [28][29] Question: How are other customers reacting to the STMicro situation? - Management noted that while the STMicro delay is specific, other customers are already starting their projects with 300mm wafers, indicating a low risk of industry-wide setbacks [60] Question: Can you elaborate on the transformative customers mentioned? - Management described one customer conducting a large-scale demo run, which is expected to yield significant insights and learning cycles [41][42] Question: What is the status of the collaboration with the unnamed equipment vendor? - Management confirmed ongoing discussions and weekly meetings to define customer engagement strategies and application areas [51][52] Question: What are Atomera's plans regarding the data center market? - The company is targeting the data center market with its MST SPX and gallium nitride technologies, which are expected to enhance power efficiency [67] Question: Are there updates on contract discussions with memory customers? - Management refrained from commenting on specific contract discussions but confirmed ongoing efforts to develop new IP for memory device structures [71][72]

PART I. Financial Information [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents Atomera Incorporated's unaudited condensed financial statements for the periods ended June 30, 2025, and December 31, 2024, along with detailed explanatory notes [Condensed Balance Sheets](index=3&type=section&id=Condensed%20Balance%20Sheets) The balance sheet shows a decrease in total assets and stockholders' equity from December 31, 2024, to June 30, 2025, primarily driven by a reduction in cash and cash equivalents and short-term investments. Total liabilities also decreased during this period Balance Sheet Metrics (in thousands) | Metric | June 30, 2025 (Unaudited) (in thousands) | December 31, 2024 (in thousands) | Change (2025 vs 2024) | | :-------------------------------- | :--------------------------------------- | :------------------------------- | :-------------------- | | Cash and cash equivalents | $22,026 | $25,778 | -$3,752 | | Short-term investments | $0 | $995 | -$995 | | Total current assets | $22,748 | $27,092 | -$4,344 | | Total assets | $24,084 | $29,124 | -$5,040 | | Total current liabilities | $2,793 | $3,576 | -$783 | | Total liabilities | $2,793 | $4,047 | -$1,254 | | Total stockholders' equity | $21,291 | $25,077 | -$3,786 | [Unaudited Condensed Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) The company reported a net loss for both the three and six months ended June 30, 2025, which increased compared to the same periods in 2024, primarily due to a significant decrease in revenue and an increase in operating expenses, particularly research and development Statements of Operations Metrics (in thousands) | Metric (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change (YoY) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change (YoY) | | :-------------------- | :--------------------------- | :--------------------------- | :----------- | :--------------------------- | :--------------------------- | :----------- | | Revenue | $0 | $72 | -$72 | $4 | $90 | -$86 | | Cost of revenue | -$62 | -$74 | $12 | -$62 | -$107 | $45 | | Gross (loss) margin | -$62 | -$2 | -$60 | -$58 | -$17 | -$41 | | Total operating expenses | $5,193 | $4,628 | $565 | $10,660 | $9,647 | $1,013 | | Loss from operations | -$5,255 | -$4,630 | -$625 | -$10,718 | -$9,664 | -$1,054 | | Total other income (expense), net | $288 | $269 | $19 | $542 | $481 | $61 | | Net loss | -$4,967 | -$4,361 | -$606 | -$10,176 | -$9,183 | -$993 | | Net loss per common share, basic | -$0.17 | -$0.16 | -$0.01 | -$0.34 | -$0.35 | $0.01 | [Unaudited Condensed Statements of Comprehensive Loss](index=6&type=section&id=Unaudited%20Condensed%20Statements%20of%20Comprehensive%20Loss) The company's comprehensive loss for the three and six months ended June 30, 2025, was primarily driven by the net loss, with a minor impact from unrealized gains/losses on available-for-sale securities Comprehensive Loss Metrics (in thousands) | Metric (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net loss | -$4,967 | -$4,361 | -$10,176 | -$9,183 | | Unrealized gain (loss) on available-for-sale securities | $0 | -$6 | -$1 | -$7 | | Net loss (Comprehensive Loss) | -$4,967 | -$4,367 | -$10,177 | -$9,190 | [Unaudited Condensed Statements of Stockholders' Equity](index=7&type=section&id=Unaudited%20Condensed%20Statements%20of%20Stockholders'%20Equity) Stockholders' equity decreased from **$25.1 million** at January 1, 2025, to **$21.3 million** at June 30, 2025, primarily due to the net loss incurred during the period, partially offset by proceeds from stock-based compensation, at-the-market stock sales, and stock option exercises Stockholders' Equity Summary (in thousands) | Metric (in thousands) | Balance January 1, 2025 | Balance June 30, 2025 | Balance January 1, 2024 | Balance June 30, 2024 | | :-------------------------------------- | :---------------------- | :-------------------- | :---------------------- | :-------------------- | | Total Stockholders' Equity | $25,077 | $21,291 | $18,170 | $17,479 | | Stock-based compensation (6 months) | N/A | $2,287 | N/A | $2,011 | | At-the-market sale of stock, net (6 months) | N/A | $3,199 | N/A | $6,392 | | Net loss (6 months) | N/A | -$10,176 | N/A | -$9,183 | [Unaudited Condensed Statements of Cash Flows](index=8&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2025, the company experienced a net decrease in cash and cash equivalents, primarily due to significant cash used in operating activities, partially offset by cash provided by investing and financing activities Cash Flow Summary (in thousands) | Metric (in thousands) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change (YoY) | | :-------------------------------------- | :--------------------------- | :--------------------------- | :----------- | | Net cash used in operating activities | -$8,287 | -$7,313 | -$974 | | Net cash provided by investing activities | $986 | $3,204 | -$2,218 | | Net cash provided by financing activities | $3,549 | $6,002 | -$2,453 | | Net increase/(decrease) in cash and cash equivalents | -$3,752 | $1,893 | -$5,645 | | Cash and cash equivalents at end of period | $22,026 | $14,484 | $7,542 | [Notes to the Unaudited Condensed Financial Statements](index=9&type=section&id=Notes%20to%20the%20Unaudited%20Condensed%20Financial%20Statements) This section provides detailed explanations and disclosures for the unaudited condensed financial statements, covering business nature, liquidity, accounting policies, and equity [Note 1. Nature of Operations](index=9&type=section&id=Note%201.%20NATURE%20OF%20OPERATIONS) Atomera Incorporated is an **early-stage** semiconductor company focused on developing and licensing proprietary processes and technologies, with **limited revenue-generating activities** to date - Atomera Incorporated (formerly MEARS Technologies, Inc.) is an **early-stage** company in the semiconductor industry, primarily focused on technology research, development, and commercial licensing of its proprietary processes and technologies[24](index=24&type=chunk)[25](index=25&type=chunk) [Note 2. Liquidity and Management Plans](index=9&type=section&id=Note%202.%20LIQUIDITY%20AND%20MANAGEMENT%20PLANS) Atomera had **$22.0 million** in cash and **$20.0 million** in working capital as of June 30, 2025, but relies on ATM offerings to fund operations and believes current capital is sufficient for at least **12 months** Liquidity Metrics (in thousands) | Metric | June 30, 2025 (in thousands) | | :------------------------ | :--------------------------- | | Cash and cash equivalents | $22,026 | | Working capital | $20,000 | - The company has generated only **limited revenues** since inception and has incurred **recurring operating losses**, indicating it is an **early-stage business** not yet generating positive cash flow[26](index=26&type=chunk) - Atomera entered into a new Equity Distribution Agreement (2025 ATM) on May 27, 2025, to offer and sell up to **$50.0 million** of common stock, replacing the expired 2022 ATM[27](index=27&type=chunk)[28](index=28&type=chunk) ATM Offering Period Data | ATM Offering Period | Shares Sold (approx.) | Average Price per Share (approx.) | Net Proceeds (approx.) | | :------------------ | :-------------------- | :-------------------------------- | :--------------------- | | Q2 2025 (2025 ATM) | 185,000 | $5.21 | $792,000 | | H1 2025 (2022 & 2025 ATM) | 349,000 | $9.89 | $3,200,000 | - Management believes the company has sufficient capital to fund its current business plans and obligations for at least **12 months** from the report's issuance date[30](index=30&type=chunk) [Note 3. Summary of Significant Accounting Policies](index=10&type=section&id=Note%203.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) **No material changes** to significant accounting policies were reported from the prior annual report, detailing interim financial statements and recent accounting standard adoptions - **No material changes** to significant accounting policies were reported compared to the Annual Report on Form 10-K filed on March 4, 2025[31](index=31&type=chunk) - The company adopted ASU 2023-09 (Income Taxes) on January 1, 2025, which did not have a material impact on its financial position or results of operations, despite requiring additional disclosures[36](index=36&type=chunk) - The company does not believe ASU 2024-03 (Expense Disaggregation Disclosures) or ASU 2025-04 (Share-Based Consideration Payable to a Customer) will have a material impact on its financial position, results of operations, or financial statement disclosures[37](index=37&type=chunk)[38](index=38&type=chunk) [Note 4. Fair Value Measurements](index=11&type=section&id=Note%204.%20FAIR%20VALUE%20MEASUREMENTS) The company measures its cash equivalents and short-term investments at fair value on a recurring basis, classifying them as Level 1 assets within the fair value hierarchy - The company's cash equivalents and short-term investments are measured at fair value on a recurring basis and classified as Level 1 assets[41](index=41&type=chunk) Fair Value of Securities (in thousands) | Security Type (in thousands) | June 30, 2025 Fair Value | December 31, 2024 Fair Value | | :------------------------- | :----------------------- | :--------------------------- | | Cash | $381 | $1 | | Money market funds | $21,645 | $25,777 | | US agency bonds | $0 | $995 | | Total | $22,026 | $26,773 | [Note 5. Revenue](index=12&type=section&id=Note%205.%20REVENUE) Atomera recognizes revenue primarily from integration service agreements, manufacturing licenses, and MSTcad licenses, with revenue for the three and six months ended June 30, 2025, significantly lower than the prior year - Revenue is recognized when performance obligations are satisfied, either at a point in time (integration service agreements, manufacturing licenses) or over time (MSTcad licenses)[44](index=44&type=chunk) Revenue Breakdown (in thousands) | Metric (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Total Revenue | $0 | $72 | $4 | $90 | | North America Revenue | $0 | $72 | $4 | $90 | | Asia Pacific Revenue | $0 | $0 | $0 | $0 | | Revenue from products/services transferred at a point in time | $0 | $50 | $0 | $50 | | Revenue from products/services transferred over time | $0 | $22 | $4 | $40 | - As of June 30, 2025, the company did not have any deferred revenue to recognize in the future[47](index=47&type=chunk) [Note 6. Basic and Diluted Loss Per Share](index=13&type=section&id=Note%206.%20BASIC%20AND%20DILUTED%20LOSS%20PER%20SHARE) Due to **recurring net losses**, Atomera's basic and diluted net loss per share are equal, as all potentially dilutive securities are anti-dilutive - Basic and diluted net loss per share are equal because the company has incurred net losses, making all potentially dilutive securities anti-dilutive[48](index=48&type=chunk) Potential Common Stock Equivalents (in thousands) | Potential Common Stock Equivalents (in thousands) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------------------------------ | :--------------------------- | :--------------------------- | | Stock Options | 3,323 | 3,613 | | Unvested restricted stock units | 635 | 0 | | Unvested restricted stock awards | 318 | 567 | | Total | 4,276 | 4,180 | [Note 7. Leases](index=13&type=section&id=Note%207.%20LEASES) The company accounts for leases over one year under ASC 842, with lease payments for a key tool adjusted annually based on usage, and a new short-term lease entered in December 2024 - Lease payments for a key tool used in technology development are subject to annual adjustments based on tool availability and usage[51](index=51&type=chunk) - A new **12-month** lease agreement for a tool in Tempe, Arizona, was entered into in December 2024, with payments of **$95,000** per month, not included in long-term lease obligations due to its short term[52](index=52&type=chunk) Lease Costs and Future Payments (in thousands) | Lease Costs (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Total financing lease costs | $268 | $316 | $540 | $636 | | Total operating lease costs | $353 | $326 | $704 | $653 | | Future Minimum Lease Payments (in thousands) | Financing leases | Operating leases | | :--------------------------------------- | :--------------- | :--------------- | | Remaining 2025 | $697 | $104 | | 2026 | $479 | $23 | | Total lease liability | $1,148 | $124 | [Note 8. Stock Based Compensation](index=15&type=section&id=Note%208.%20STOCK%20BASED%20COMPENSATION) The company's stock incentive plans provide for equity awards, with an additional **1.75 million** shares approved for the 2023 Plan, and approximately **$8.7 million** of unrecognized expense remaining - Shareholders approved an amendment to the 2023 Stock Incentive Plan in May 2025, adding an additional **1,750,000** shares, bringing the total available shares under both plans to approximately **2.5 million** as of June 30, 2025[55](index=55&type=chunk) Stock-Based Compensation Expense and Activity (in thousands) | Stock-Based Compensation Expense (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :---------------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Research and development | $536 | $398 | $995 | $775 | | General and administrative | $740 | $525 | $1,339 | $1,108 | | Selling and marketing | $2 | $64 | -$47 | $128 | | Total | $1,278 | $987 | $2,287 | $2,011 | - As of June 30, 2025, there was approximately **$8.7 million** of total unrecognized compensation expense related to unvested share-based compensation arrangements, expected to be recognized over a weighted-average period of 2.2 years[56](index=56&type=chunk) Stock Option Activity (in thousands, except prices) | Stock Option Activity (in thousands, except prices) | Outstanding at Jan 1, 2025 | Granted | Exercised | Forfeited | Expired | Outstanding at June 30, 2025 | | :------------------------------------------------ | :------------------------- | :------ | :-------- | :-------- | :------ | :--------------------------- | | Number of Shares | 3,793 | 2 | (173) | (167) | (132) | 3,323 | | Weighted Average Exercise Price per Share | $6.64 | $5.78 | $5.23 | $3.50 | $5.99 | $6.90 | Restricted Stock Award Activity (in thousands, except prices) | Restricted Stock Award Activity (in thousands, except prices) | Outstanding at Jan 1, 2025 | Vested | Outstanding non-vested at June 30, 2025 | | :-------------------------------------------------------- | :------------------------- | :----- | :-------------------------------------- | | Number of Shares | 469 | (151) | 318 | | Weighted Average Grant Date Fair Value per Share | $7.17 | $7.01 | $7.24 | Restricted Stock Unit Activity (in thousands, except prices) | Restricted Stock Unit Activity (in thousands, except prices) | Outstanding at Jan 1, 2025 | Granted | Vested | Forfeited | Outstanding at June 30, 2025 | | :------------------------------------------------------- | :------------------------- | :------ | :----- | :-------- | :--------------------------- | | Total Restricted Stock Units | 0 | 722 | (27) | (60) | 635 | | Weighted Average Grant Date Fair Value per Share | $0 | $7.75 | $6.33 | $8.21 | $7.76 | [Note 9. Commitments and Contingencies](index=17&type=section&id=Note%209.%20COMMITMENTS%20AND%20CONTINGENCIES) As of June 30, 2025, Atomera Incorporated was not party to any material litigation, claims, or assessments - The company is not involved in any material litigation, claims, or assessments as of June 30, 2025[61](index=61&type=chunk) [Note 10. Equity](index=17&type=section&id=Note%2010.%20EQUITY) On April 28, 2024, the company sold **2,247** shares of common stock to its CEO for approximately **$10,000** - On April 28, 2024, the company sold **2,247** shares of common stock to its CEO, Scott Bibaud, at **$4.45** per share, totaling approximately **$10,000**[62](index=62&type=chunk) [Note 11. Segment Information](index=17&type=section&id=Note%2011.%20SEGMENT%20INFORMATION) Atomera operates as a **single operating segment**, with its chief operating decision makers assessing financial performance and allocating resources based on total operating expense, operating margin, and cash consumption - The company operates as a **single operating segment**[63](index=63&type=chunk) - The chief operating decision makers (CEO and CFO) use total operating expense, operating margin, and cash consumption to assess financial performance and allocate resources[63](index=63&type=chunk) Segment Financial Information (in thousands) | Selected Financial Information (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Revenue | $0 | $72 | $4 | $90 | | Operating margin | -$5,255 | -$4,630 | -$10,718 | -$9,664 | | Net loss | -$4,967 | -$4,361 | -$10,176 | -$9,183 | [Note 12. Subsequent Events](index=18&type=section&id=Note%2012.%20SUBSEQUENT%20EVENTS) Subsequent to June 30, 2025, the company issued approximately **393,000** additional shares through its ATM offering, generating about **$2.0 million** in net proceeds - After June 30, 2025, the company issued approximately **393,000** additional shares via its ATM offering, yielding about **$2.0 million** in net proceeds[65](index=65&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on Atomera's financial condition and operational results, highlighting its **early-stage** nature and reliance on capital raises [Overview](index=19&type=section&id=Overview) Atomera develops and licenses Mears Silicon Technology (MST) to improve transistor performance, with revenue generated through license fees, royalties, and MSTcad software - Atomera develops and licenses Mears Silicon Technology (MST), a proprietary thin-film silicon re-engineering technology (100-300 angstroms thick) designed to enhance transistor speed, reliability, and power efficiency[67](index=67&type=chunk) - The company's commercialization strategy involves licensing MST technology and MSTcad software to foundries, integrated device manufacturers (IDMs), fabless semiconductor manufacturers, original equipment manufacturers (OEMs), and electronic design automation companies[68](index=68&type=chunk)[69](index=69&type=chunk) - Revenue is generated through license fees for MST technology use, royalties per silicon wafer/device incorporating MST, and MSTcad software licenses[69](index=69&type=chunk) - The company has generated **limited revenue** from licensing agreements (ST Microelectronics, Asahi Kasei Microdevices, one fabless manufacturer, one foundry), a joint development agreement, engineering services, and MSTcad licensing[69](index=69&type=chunk) [Results of Operations](index=20&type=section&id=Results%20of%20Operations) This section details financial performance, showing a decline in revenue, increased operating expenses, and a higher net loss for the periods ended June 30, 2025 [Revenues](index=20&type=section&id=Revenues) Revenue for the three and six months ended June 30, 2025, was significantly lower than the prior year, consisting primarily of MSTcad licensing and related consulting services - Revenue for the three months ended June 30, 2025, was **$0**, down from **$72,000** in 2024[75](index=75&type=chunk) - Revenue for the six months ended June 30, 2025, was **$4,000**, down from **$90,000** in 2024[75](index=75&type=chunk) - Current revenue primarily consists of MSTcad licensing and related consulting services[75](index=75&type=chunk) - The license agreement with ST Microelectronics (April 2023) is the first commercial manufacturing and distribution agreement, expected to generate royalties upon successful completion of contractual milestones[74](index=74&type=chunk) [Cost of revenue](index=20&type=section&id=Cost%20of%20revenue) Cost of revenue for the three and six months ended June 30, 2025, decreased compared to the same periods in 2024, reflecting variability based on the mix of license and engineering services revenues Cost of Revenue by Period (in thousands) | Metric (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change (YoY) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change (YoY) | | :-------------------- | :--------------------------- | :--------------------------- | :----------- | :--------------------------- | :--------------------------- | :----------- | | Cost of revenue | $62 | $74 | -$12 | $62 | $107 | -$45 | [Operating expenses](index=21&type=section&id=Operating%20expenses) Total operating expenses increased for both the three and six months ended June 30, 2025, compared to the prior year, driven by increases in research and development and general and administrative expenses Operating Expenses by Period (in thousands) | Metric (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change (YoY) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change (YoY) | | :-------------------- | :--------------------------- | :--------------------------- | :----------- | :--------------------------- | :--------------------------- | :----------- | | Total operating expenses | $5,193 | $4,628 | $565 | $10,660 | $9,647 | $1,013 | [Research and development expense](index=21&type=section&id=Research%20and%20development%20expense) Research and development expenses **increased by 16%** for the three months and **15%** for the six months ended June 30, 2025, primarily due to higher device fabrication costs, employee costs, and stock-based compensation Research and Development Expenses (in thousands) | Metric (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change (YoY) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change (YoY) | | :-------------------- | :--------------------------- | :--------------------------- | :----------- | :--------------------------- | :--------------------------- | :----------- | | R&D expenses | $3,004 | $2,589 | $415 (16%) | $6,259 | $5,447 | $812 (15%) | - Increases were primarily driven by device fabrication costs (**+$136k** for 3 months, **+$317k** for 6 months), employee costs (**+$125k** for 3 months, **+$216k** for 6 months), and stock-based compensation expenses (**+$137k** for 3 months, **+$219k** for 6 months)[79](index=79&type=chunk)[80](index=80&type=chunk) [General and administrative expense](index=21&type=section&id=General%20and%20administrative%20expense) General and administrative expenses **increased by 12%** for the three months and **14%** for the six months ended June 30, 2025, mainly due to higher stock-based compensation, corporate legal fees, and intellectual property expenses General and Administrative Expenses (in thousands) | Metric (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change (YoY) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change (YoY) | | :-------------------- | :--------------------------- | :--------------------------- | :----------- | :--------------------------- | :--------------------------- | :----------- | | G&A expenses | $2,048 | $1,832 | $216 (12%) | $4,136 | $3,643 | $493 (14%) | - Increases were primarily due to stock-based compensation expenses (**+$215k** for 3 months, **+$231k** for 6 months), corporate legal fees (**+$97k** for 6 months), and intellectual property-related expenses (**+$80k** for 6 months)[81](index=81&type=chunk)[82](index=82&type=chunk) [Selling and marketing expense](index=21&type=section&id=Selling%20and%20marketing%20expense) Selling and marketing expenses **decreased significantly by 32%** for the three months and **52%** for the six months ended June 30, 2025, primarily due to a reduction in headcount Selling and Marketing Expenses (in thousands) | Metric (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change (YoY) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change (YoY) | | :-------------------- | :--------------------------- | :--------------------------- | :----------- | :--------------------------- | :--------------------------- | :----------- | | S&M expenses | $141 | $207 | -$66 (32%) | $265 | $557 | -$292 (52%) | - The decrease in selling and marketing expenses was primarily due to a reduction in headcount[83](index=83&type=chunk)[84](index=84&type=chunk) [Interest income](index=21&type=section&id=Interest%20income) Interest income increased for both the three and six months ended June 30, 2025, reflecting interest earned on cash, cash equivalents, and short-term investments Interest Income by Period (in thousands) | Metric (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change (YoY) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change (YoY) | | :-------------------- | :--------------------------- | :--------------------------- | :----------- | :--------------------------- | :--------------------------- | :----------- | | Interest income | $234 | $185 | $49 | $504 | $390 | $114 | [Accretion income](index=21&type=section&id=Accretion%20income) Accretion income significantly decreased for the three and six months ended June 30, 2025, compared to 2024, as cash and cash equivalents are now held as cash and mutual funds Accretion Income by Period (in thousands) | Metric (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change (YoY) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change (YoY) | | :-------------------- | :--------------------------- | :--------------------------- | :----------- | :--------------------------- | :--------------------------- | :----------- | | Accretion income | $0 | $47 | -$47 | $6 | $93 | -$87 | - The decrease in accretion income is due to the company's cash and cash equivalents being held as cash and mutual funds as of June 30, 2025, rather than available-for-sale securities[86](index=86&type=chunk) [Interest expense](index=22&type=section&id=Interest%20expense) Interest expense decreased for both the three and six months ended June 30, 2025, compared to 2024, primarily related to the tool financing lease Interest Expense by Period (in thousands) | Metric (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change (YoY) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change (YoY) | | :-------------------- | :--------------------------- | :--------------------------- | :----------- | :--------------------------- | :--------------------------- | :----------- | | Interest expense | $18 | $35 | -$17 | $39 | $74 | -$35 | [Other income (expense), net](index=22&type=section&id=Other%20income%20(expense),%20net) Other income, net, remained relatively stable for both the three and six months ended June 30, 2025 and 2024, primarily consisting of a refundable state research and development tax credit Other Income (Expense), Net (in thousands) | Metric (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Other income, net | $72 | $72 | $71 | $72 | - These amounts primarily consist of a refundable state research and development tax credit, net of filing costs and tax consulting services[88](index=88&type=chunk) [Cash Flows from Operating, Investing and Financing Activities](index=22&type=section&id=Cash%20Flows%20from%20Operating,%20Investing%20and%20Financing%20Activities) For the six months ended June 30, 2025, net cash used in operating activities increased, while net cash provided by investing and financing activities decreased, resulting in a net decrease in cash and cash equivalents Cash Flow Activities Summary (in thousands) | Cash Flow Activity (in thousands) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change (YoY) | | :-------------------------------- | :--------------------------- | :--------------------------- | :----------- | | Net cash used in operating activities | -$8,287 | -$7,313 | -$974 | | Net cash provided by investing activities | $986 | $3,204 | -$2,218 | | Net cash provided by financing activities | $3,549 | $6,002 | -$2,453 | - Net cash used in operating activities for H1 2025 was primarily due to a net loss of **$10.2 million** and a decrease in accrued payroll expenses, partially offset by **$2.3 million** in stock-based compensation[89](index=89&type=chunk) - Net cash provided by investing activities for H1 2025 mainly resulted from the maturity of short-term available-for-sale investments[90](index=90&type=chunk) - Net cash provided by financing activities for H1 2025 was primarily from ATM stock sales and stock option exercises, offset by financing lease payments[92](index=92&type=chunk) [Liquidity and Capital Resources](index=22&type=section&id=Liquidity%20and%20Capital%20Resources) Atomera had **$22.0 million** in cash and **$20.0 million** in working capital, but incurred a **$10.2 million** net loss and used **$8.3 million** in cash from operations, relying on ATM offerings for capital Liquidity and Capital Resources Summary (in thousands) | Metric | June 30, 2025 (in thousands) | | :------------------------ | :--------------------------- | | Cash and cash equivalents | $22,026 | | Working capital | $20,000 | - For the six months ended June 30, 2025, the company reported a net loss of **$10.2 million** and used **$8.3 million** in cash from operations[93](index=93&type=chunk) - The company continues to utilize "at-the-market" (ATM) offerings to raise capital, with **$792,000** net proceeds from the 2025 ATM in Q2 2025 and **$3.2 million** from both 2022 and 2025 ATMs in H1 2025[94](index=94&type=chunk)[95](index=95&type=chunk) - Management believes current working capital is sufficient for at least **12 months**, but future capital requirements depend on successful commercialization and market developments, necessitating additional capital if revenue from license fees and royalties is insufficient[96](index=96&type=chunk) [Critical Accounting Estimates](index=23&type=section&id=Critical%20Accounting%20Estimates) **No changes** to critical accounting estimates were reported from the Annual Report on Form 10-K for the year ended December 31, 2024 - **No changes** to critical accounting estimates were reported from the Annual Report on Form 10-K for the year ended December 31, 2024[97](index=97&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=23&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section is marked as **"Not applicable"** for Atomera Incorporated in this quarterly report - This section is marked as **"Not applicable"**[98](index=98&type=chunk) [Item 4. Controls and Procedures](index=23&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were **not effective** as of June 30, 2025, due to a previously identified **material weakness** in internal controls over the review and approval of journal entries. Remediation efforts are underway, with enhanced controls being implemented and tested [Evaluation of Disclosure Controls and Procedures](index=23&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were **not effective** as of June 30, 2025, due to a **material weakness** - Management concluded that disclosure controls and procedures were **not effective** as of June 30, 2025, due to a **material weakness**[99](index=99&type=chunk) [Changes in Internal Control over Financial Reporting](index=23&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) A **material weakness** in internal controls over the review and approval of journal entries was identified, with remediation efforts underway in 2025 - A **material weakness** was identified in internal controls over the review and approval of journal entries into the general ledger[100](index=100&type=chunk) - The company began implementing and testing enhanced controls in 2025 to address the identified **material weakness**[100](index=100&type=chunk) - **No other material changes** to internal controls over financial reporting occurred during the three months ended June 30, 2025[100](index=100&type=chunk) PART II. Other Information [Item 1A. Risk Factors](index=24&type=section&id=Item%201A.%20Risk%20Factors) **No material changes** to the primary risk factors were reported from the Annual Report on Form 10-K for the year ended December 31, 2024 - **No material changes** to the primary risk factors were reported from the Annual Report on Form 10-K for the year ended December 31, 2024[101](index=101&type=chunk) [Item 5. Other Information](index=24&type=section&id=Item%205.%20Other%20Information) **No director or officer** adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" during the quarter ended June 30, 2025 - **No director or officer** adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" during the quarter ended June 30, 2025[102](index=102&type=chunk) [Item 6. Exhibits](index=24&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of the Form 10-Q report, including certifications (Sarbanes-Oxley Act Sections 302 and 906) and Inline XBRL documents - The report includes certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002[103](index=103&type=chunk) - Inline XBRL Instance Document and Taxonomy Extension Documents are filed electronically[103](index=103&type=chunk) [Signatures](index=25&type=section&id=Signatures) The report was duly signed on behalf of Atomera Incorporated by its Chief Executive Officer and Chief Financial Officer on August 5, 2025 - The report was signed by Scott A. Bibaud (CEO) and Francis B. Laurencio (CFO) on August 5, 2025[107](index=107&type=chunk)

Exhibit 99.1 Management Commentary "As we continue to expand our ecosystem of industry partners and bring exciting new technology to the industry, we are seeing growing interest from potential customers," said Scott Bibaud, President and CEO. "Right now, Atomera is in a period of heavy customer wafer run activity across multiple technologies that we are confident will lead us to future commercial agreements." Financial Results The Company incurred a net loss of ($5.0) million, or ($0.17) per basic and dilut ...

Core Viewpoint - Atomic Minerals Corporation is proceeding with a share consolidation of one post-consolidation common share for every two pre-consolidation common shares, effective August 7, 2025, to enhance capital-raising flexibility and attract a broader investor base [1][2][4]. Share Consolidation Details - The new ISIN and CUSIP for the shares will be CA04965P3079 and 04965P307 respectively [2]. - Currently, there are 58,331,591 common shares issued and outstanding, which will reduce to approximately 29,165,795 shares post-consolidation. Fractional shares will be rounded up or cancelled based on specific thresholds [3]. Strategic Rationale - The Board believes that the consolidation will provide increased flexibility to seek additional capital under current market conditions and is in the best interests of shareholders, potentially leading to greater interest from a wider audience of investors [4]. Debt Settlement Plan - The company plans to issue up to 7,000,000 common shares at a price of $0.05 each on a post-consolidated basis to settle debts totaling up to $350,000, pending necessary regulatory approvals [6]. Company Overview - Atomic Minerals Corporation is a publicly listed exploration company on the TSX Venture Exchange, focusing on identifying exploration opportunities in underexplored regions with geological similarities to past uranium discoveries [7]. - The company holds uranium projects with significant technical merit in two locations, including three projects on the Colorado Plateau and properties in the Athabasca region of Saskatchewan and Quebec, Canada [8].

Core Viewpoint - Atomic Minerals Corporation is recommending a consolidation of its common shares at a ratio of two pre-consolidated shares for one new post-consolidated share to enhance flexibility and position the company for long-term growth [1][4]. Share Consolidation - The company currently has 58,331,591 common shares issued and outstanding, which will reduce to approximately 29,165,795 shares post-consolidation [2]. - The company's name and stock symbol will remain unchanged, but the CUSIP and ISIN numbers will be updated. Fractional shares will be rounded up or cancelled based on specific thresholds [2]. Debt Settlement - The company plans to settle up to $350,000 of outstanding debts by issuing up to 7,000,000 common shares at a price of $0.05 per share on a post-consolidated basis [3]. - After the consolidation and debt settlement, the total number of common shares is expected to be approximately 36,165,795 [3]. Company Strategy - The CEO of Atomic Minerals Corporation emphasized the importance of share consolidation in negotiating favorable terms for potential acquisitions and funding for future projects [4]. - The company is focused on exploring underappreciated regions with geological similarities to areas with previous uranium discoveries, aiming to capitalize on these opportunities [5][6].

Core Viewpoint - Atomic Minerals Corporation has received TSX Venture Exchange approval to finalize a share exchange agreement for acquiring uranium properties in Quebec and Saskatchewan, which aligns with the company's strategy to enhance its uranium portfolio amid rising uranium prices [1][2]. Group 1: Acquisition Details - The company has entered into a share exchange agreement with Stratigraphic Capital Corp., acquiring 40 mineral concessions covering 2,351 hectares in Quebec's Mont-Laurier Uranium Property [1][3]. - As part of the transaction, Atomic Minerals issued 8,000,000 common shares at a deemed price of $0.015 per share, totaling $120,000, with a resale restriction of six months [4][5]. - The Saskatchewan Property consists of two mineral claims totaling approximately 5,355 hectares, with the company acquiring a 100% interest through an option agreement [6][8]. Group 2: Exploration Potential - The Mont-Laurier Uranium Property is located in a historically significant radioactive district, with previous exploration indicating low-grade uranium mineralization [3][7]. - The company plans to finalize exploration plans for both the Mont-Laurier and Saskatchewan properties, with activities expected to commence shortly [7]. Group 3: Financial Considerations - For the Saskatchewan Property option, Atomic Minerals issued 5,500,000 common shares at a deemed price of $0.015 per share, amounting to $82,500, and intends to pay an additional $50,000 in cash within three years [8][9]. - The company also has the option to purchase a 3% net smelter return royalty by issuing an additional 5,500,000 shares, subject to TSXV acceptance [9]. Group 4: Company Overview - Atomic Minerals Corporation is a publicly listed exploration company on the TSXV, focusing on identifying uranium exploration opportunities in underexplored regions with geological similarities to known uranium deposits [11][12]. - The company's portfolio includes uranium projects in three North American locations, with a historical production of 597 million pounds of U3O8 in the Colorado Plateau and additional projects in the Athabasca Basin [12].

Core Viewpoint - Atomic Minerals Corporation has entered into a share exchange agreement to acquire Stratigraphic Capital Corp, which owns the Mont-Laurier Uranium Property in Quebec, comprising 2,351 hectares, at a time when uranium prices are appreciating [1][2]. Company Overview - Atomic Minerals Corporation is a publicly listed exploration company on the TSX Venture Exchange under the symbol ATOM, focusing on identifying exploration opportunities in underexplored regions with geological similarities to areas with previous uranium discoveries [14][15]. - The company is led by a skilled management and technical team with a proven track record in the junior mining sector [14]. Acquisition Details - The agreement involves Atomic Minerals issuing 8,000,000 common shares at a deemed price of $0.02 per share, totaling an aggregate consideration of $160,000 [12]. - The shares are subject to a resale restriction of six months, with 50% released immediately upon closing and the remaining 50% released six months thereafter [12][13]. Mont-Laurier Uranium Property - The Mont-Laurier Uranium Property is located approximately 40 kilometers northeast of Mont-Laurier in Quebec and lies within a historically significant radioactive district [3]. - Historical exploration in the area has outlined several zones of low-grade uranium mineralization, with notable estimates including 0.52 million tonnes at 0.054% U3O8 from the Meekos zone [3][7]. - The historical estimates are considered inferred resources under NI 43-101, and verification through further drilling is required to classify them as current mineral resources [4]. Exploration Potential - The acquisition is seen as a strategic move to enhance Atomic Minerals' position as an industry leader, particularly given the recent rise in uranium prices [2]. - The company believes the Mont-Laurier project has significant exploration potential, supported by historical estimates and geological assessments [2][4].