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 March 31, 2023. 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) | --- | --- | ...

Atomera Incorporated (NASDAQ:ATOM) Q4 2022 Earnings Conference Call February 15, 2023 5:00 PM ET Company Participants Mike Bishop - IR Scott Bibaud - President and CEO Frank Laurencio - CFO Conference Call Participants Cody Acree - Benchmark Richard Shannon - Craig-Hallum Mike Bishop Hello, everyone, and welcome to Atomera's Fourth Quarter Fiscal Year 2022 Update Call. I'd like to remind everyone that this call and webinar are being recorded, and a replay will be available on Atomera's IR website for one ye ...

Company Overview - Atomera is focused on transistor enhancement technology for the $550 billion semiconductor market[6] - The company operates with a high leverage IP licensing business model and a strong, growing, and defensible patent portfolio[6] - Atomera collaborates with customers to improve their products through the integration of MST (Material Science Technology)[18] Customer Engagement - Atomera is working with 50% of the world's top semiconductor makers[9] - The company has 20 customers with 26 engagements[9] - Customer engagements progress through phases: Planning, Setup, Integration, Installation, Qualification, and Production[7] Financial Performance - The company's revenue for the year ended December 31, 2022, was $382 thousand, compared to $400 thousand for the year ended December 31, 2021[16] - The operating loss for the year ended December 31, 2022, was $(17,526) thousand, compared to $(15,529) thousand for the year ended December 31, 2021[16] - Net loss for the year ended December 31, 2022, was $(17,441) thousand, compared to $(15,714) thousand for the year ended December 31, 2021[16] - The company's cash balance as of December 31, 2022, was $21,184 thousand, compared to $28,699 thousand as of December 31, 2021[16]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT UNDER 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 ...

Financial Data and Key Metrics Changes - The GAAP net loss for Q3 2022 was $4.6 million or $0.20 per share, slightly up from a net loss of $4.5 million in Q2 2022, which was also $0.20 per share [19] - GAAP operating expenses in Q3 2022 were $4.7 million, an increase of approximately $210,000 over Q2 2022 [20] - The cash balance at September 30, 2022, was $23.3 million, compared to $21.8 million at the end of Q2 2022, reflecting an increase of $1.5 million [21] Business Line Data and Key Metrics Changes - The company continues to see strong interest in its two most mature MST solutions, MST-SP and MST for RF-SOI, with growing customer engagement [12] - Development activity by customers is increasing, leading to additional wafer runs and interest from new customers seeking competitive advantages [8] Market Data and Key Metrics Changes - The semiconductor industry is experiencing a softening of demand, leading to forecast reductions and some reductions in projected capital expenditures [7] - Despite the slowdown, there is still a plentiful allocation of CapEx budgets to support the acquisition of new technologies and equipment [8] Company Strategy and Development Direction - The company is focused on driving customers to adopt MST technology, particularly those who are further along in their development [8] - Atomera aims to leverage the current industry environment to increase licensing activity and move towards commercialization [18] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the current industry cycle, believing it provides a favorable environment for Atomera to grow and adopt its technology [18] - The company is confident that the slowdown in the semiconductor industry will lead to increased interest in cost-reducing technologies like MST [44] Other Important Information - The company is not providing revenue guidance beyond the current quarter, consistent with past practices, and expects Q4 revenue to be zero [22] - The company has a diverse array of applications where customers need innovative breakthroughs, indicating a strong engagement pipeline [22] Q&A Session Summary Question: Expansion of JDA customer relationships - Management indicated that while they are not discussing expansion into different business units yet, they are working closely with existing customers and hope to reach license agreements soon [28] Question: Customer utilization and prioritization of R&D wafers - Management noted that customers are now able to plan new wafer runs without issues, indicating a positive shift in customer engagement [30] Question: Confidence in licensing gate-all-around technologies - Management expressed optimism about intersecting with future technology developments, believing their technology will be applicable even if not immediately adopted [34] Question: Exposure to the China market - Management stated that they currently have no significant exposure to China and are cautious due to IP concerns, but see potential opportunities if the trade situation improves [40] Question: Customer attitudes towards spending in 2023 - Management remains optimistic about customer spending, noting that while some have scaled back forecasts, they are still spending significantly more than in previous years [49] Question: Visibility on future revenue - Management acknowledged the frustration with zero revenue forecasts but indicated that several customers are close to obtaining manufacturing licenses, which would provide more visibility [52]

Financial Performance - Revenue for the three months ended September 30, 2022, was $2 thousand, compared to $377 thousand for the same period in 2021, representing a decrease of 99.5%[14] - Gross margin for the nine months ended September 30, 2022, was $296 thousand, down from $400 thousand in the same period of 2021, indicating a decline of 26%[14] - Net loss for the three months ended September 30, 2022, was $4,602 thousand, compared to a net loss of $4,203 thousand for the same period in 2021, an increase of 9.5%[14] - For the nine months ended September 30, 2022, the net loss was $13.169 million, compared to a net loss of $11.549 million for the same period in 2021, representing an increase of approximately 14.0%[19] - The company generated limited revenues, with total revenue recognized of $2,000 for the nine months ended September 30, 2022, compared to $377,000 for the same period in 2021, indicating a significant decline of approximately 99.5%[29] Assets and Liabilities - Total current assets decreased from $29,008 thousand as of December 31, 2021, to $23,884 thousand as of September 30, 2022, a decline of approximately 17.6%[10] - Total liabilities decreased from $7,679 thousand as of December 31, 2021, to $6,680 thousand as of September 30, 2022, a reduction of approximately 13%[10] - Stockholders' equity decreased from $28,381 thousand as of December 31, 2021, to $22,679 thousand as of September 30, 2022, a decline of 20%[10] - Cash and cash equivalents decreased from $28,699 thousand as of December 31, 2021, to $23,287 thousand as of September 30, 2022, a decline of 18.9%[10] - Cash and cash equivalents at September 30, 2022, were approximately $23.3 million, down from $31.789 million at the end of the same period in 2021, indicating a decrease of about 26.8%[19] Operating Expenses - Operating expenses for the nine months ended September 30, 2022, totaled $13,416 thousand, up from $11,856 thousand in the same period of 2021, an increase of 13.1%[14] - Research and development expenses increased to $7,515 thousand for the nine months ended September 30, 2022, compared to $6,530 thousand in the same period of 2021, reflecting a rise of 15.1%[14] - Research and development expenses increased to $2,743 thousand for the three months ended September 30, 2022, compared to $2,232 thousand in the same period of 2021, marking an increase of 23%[14] - The company reported net cash used in operating activities of $9.581 million for the nine months ended September 30, 2022, compared to $9.404 million for the same period in 2021, reflecting a slight increase of 1.9%[19] Stock and Compensation - The weighted average number of common shares outstanding, basic, increased from 22,629 for the three months ended September 30, 2021, to 23,294 for the same period in 2022, an increase of 2.9%[14] - Stock-based compensation for the nine months ended September 30, 2022, was $2.474 million, compared to $2.334 million for the same period in 2021, an increase of approximately 6.0%[19] - The company recorded stock-based compensation expense of $889 for the three months ended September 30, 2022, compared to $756 for the same period in 2021, marking a 17.6% increase[46] - Total stock options increased to 3,019, up from 2,975 in the same period last year, representing a growth of 1.5%[33] - The company granted options to purchase approximately 196,000 shares of common stock during the nine months ended September 30, 2022, with a fair value of approximately $2.0 million at the time of grant[48] Future Outlook and Financing - Atomera has sufficient capital to fund its current business plans and obligations for at least the next 12 months, with working capital of approximately $21.1 million as of September 30, 2022[22] - The company has primarily financed operations through private placements and public offerings, including an ATM facility with an aggregate offering price of up to $50 million[23] - The company plans to increase research and development expenses over the next 12 months to support technology commercialization efforts[24] - The company has entered into an Equity Distribution Agreement allowing for the sale of up to $50 million in common stock, which may be utilized for future capital needs[23] Legal and Compliance - The company has no material litigation as of September 30, 2022, indicating a stable legal environment for operations[53] - The company did not incur withholding of income taxes for the three or nine months ended September 30, 2022, compared to provisions of $17,000 and $48,000 in the same periods of 2021[52]

Atomera Incorporated (NASDAQ:ATOM) Q2 2022 Earnings Conference Call August 2, 2022 5:00 PM ET Company Participants Mike Bishop - Investor Relations Scott Bibaud - President and Chief Executive Officer, Board Director Frank Laurencio - Chief Financial Officer Conference Call Participants Richard Shannon - Craig Hallum Cody Acree - The Benchmark Company Mike Bishop Hello, everyone, and welcome to Atomera’s Second Quarter Fiscal Year 2022 Update Call. I’d like to remind everyone that this call and webinar ar ...

[PART I. Financial Information](index=2&type=section&id=PART%20I.%20Financial%20Information) [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) The unaudited financial statements show Atomera as an early-stage company with limited revenue, recurring losses, and operations funded by equity financing Condensed Balance Sheet Highlights (in thousands) | Account | June 30, 2022 (Unaudited) | December 31, 2021 | | :--- | :--- | :--- | | Cash and cash equivalents | $21,838 | $28,699 | | Total current assets | $22,488 | $29,008 | | Total assets | $28,782 | $36,060 | | Total current liabilities | $2,795 | $2,753 | | Total liabilities | $7,032 | $7,679 | | Total stockholders' equity | $21,750 | $28,381 | Condensed Statements of Operations Highlights (in thousands, except per share data) | Metric | Three Months Ended June 30, 2022 | Three Months Ended June 30, 2021 | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :--- | :--- | :--- | :--- | :--- | | Revenue | $0 | $0 | $375 | $400 | | Total operating expenses | $4,447 | $3,712 | $8,759 | $7,720 | | Loss from operations | ($4,447) | ($3,712) | ($8,465) | ($7,320) | | Net loss | ($4,481) | ($3,726) | ($8,567) | ($7,346) | | Net loss per share, basic & diluted | ($0.20) | ($0.17) | ($0.37) | ($0.33) | Condensed Statements of Cash Flows Highlights (in thousands) | Cash Flow Activity | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :--- | :--- | :--- | | Net cash used in operating activities | ($6,615) | ($6,634) | | Net cash used in investing activities | ($19) | ($79) | | Net cash (used) provided by financing activities | ($227) | $3,112 | | Net decrease in cash and cash equivalents | ($6,861) | ($3,601) | - The company is an early-stage entity focused on developing, commercializing, and licensing proprietary technologies for the semiconductor industry, with limited revenue-generating activities to date[23](index=23&type=chunk) - As of June 30, 2022, the company had approximately **$21.8 million** in cash and cash equivalents, believed sufficient to fund operations for at least the next 12 months, supplemented by an At-The-Market (ATM) facility for up to **$50.0 million** established in May 2022[24](index=24&type=chunk)[25](index=25&type=chunk)[26](index=26&type=chunk) - Subsequent to the quarter's end, as of August 1, 2022, the company issued an additional **235,050 shares** through its ATM offering, raising net proceeds of approximately **$2.6 million**[58](index=58&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=13&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's MST technology commercialization through licensing, noting a slight revenue decrease and a **14%** increase in operating expenses for the first six months of 2022 - The company's business model involves licensing its proprietary MST technology to foundries, IDMs, and fabless semiconductor companies, generating revenue from license fees and future royalties[61](index=61&type=chunk)[62](index=62&type=chunk)[63](index=63&type=chunk) Revenue Comparison (in thousands) | Period | 2022 | 2021 | | :--- | :--- | :--- | | Three Months Ended June 30 | $0 | $0 | | Six Months Ended June 30 | $375 | $400 | Operating Expenses Comparison (in thousands) | Expense Category | Three Months Ended June 30, 2022 | Three Months Ended June 30, 2021 | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :--- | :--- | :--- | :--- | :--- | | Research & development | $2,433 | $2,069 | $4,772 | $4,298 | | General & 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** | - The increase in R&D expense was primarily due to tool lease expenses, while selling and marketing expenses rose due to increased employee-related costs and outsourced marketing activities[71](index=71&type=chunk)[72](index=72&type=chunk)[75](index=75&type=chunk)[76](index=76&type=chunk) - As of June 30, 2022, the company had **$21.8 million** in cash and cash equivalents and **$19.7 million** in working capital, which management believes is sufficient to fund operations for at least the next 12 months[82](index=82&type=chunk)[83](index=83&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=17&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section is not applicable for the current reporting period - The company has indicated that this disclosure is not applicable[85](index=85&type=chunk) [Controls and Procedures](index=17&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of June 30, 2022, with no material changes to internal controls over financial reporting during the quarter - Based on an evaluation, management concluded that the company's disclosure controls and procedures were effective as of June 30, 2022[86](index=86&type=chunk) - There were no changes during the quarter ended June 30, 2022, that materially affected, or are reasonably likely to materially affect, the company's internal controls over financial reporting[87](index=87&type=chunk) [PART II. Other Information](index=18&type=section&id=PART%20II.%20Other%20Information) [Risk Factors](index=18&type=section&id=Item%201A.%20Risk%20Factors) The company reports no material changes to the primary risk factors from those disclosed in its Annual Report on Form 10-K for the year ended December 31, 2021 - The primary risk factors have not changed materially from those set forth in the Annual Report on Form 10-K for the year ended December 31, 2021[90](index=90&type=chunk) [Exhibits](index=18&type=section&id=Item%206.%20Exhibits) This section lists key exhibits filed with the Form 10-Q, including Sarbanes-Oxley certifications and the Equity Distribution Agreement for the ATM offering - The list of filed exhibits includes Sarbanes-Oxley certifications (Exhibits 31.1, 31.2, 32.1) and the Equity Distribution Agreement with Oppenheimer & Co. Inc. and Craig-Hallum Capital Group LLC dated May 31, 2022 (Exhibit 10.1)[92](index=92&type=chunk) [Signatures](index=19&type=section&id=Signatures)