2. |
LIQUIDITY AND MANAGEMENT PLANS |
At March 31, 2023, the Company
had cash, cash equivalents and short-term investments of approximately $17.1 million and working capital of approximately $14.9 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, (“ATM”), to or through the agent as its sales agent, having an aggregate offering price of up to $50.0 million.
During the three months ended March 31, 2023, the Company sold approximately 50,000 shares pursuant to our ATM at an average price per
share of approximately $6.40, resulting in approximately $274,000 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. If the Company 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 initiatives and take additional measures to reduce costs in order
to conserve cash.
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, 2023.
Basis of presentation of unaudited condensed financial information
The unaudited condensed financial
statements of the Company for the three months ended March 31, 2023 and 2022 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, 2022 was derived from the audited financial statements included in the Company's financial
statements as of and for the year ended December 31, 2022, included in the Company’s Annual Report on Form 10-K filed with the SEC
on February 15, 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
From
time to time, new accounting standards are issued by the FASB that are adopted by the Company as of the specified effective date. No
new accounting standards, issued or effective during the period ended March 31, 2023, have had or are expected to have a significant impact
on the Company’s financial statements.
4. FAIR
VALUE MEASUREMENTS
ASC 820, Fair Value Measurements
(“ASC 820”) states that fair value represents the amount that would be received to sell an asset or paid to transfer a liability
in an orderly 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 observable, either directly or indirectly, such as unadjusted quoted prices for similar assets and liabilities, unadjusted
quoted prices in the markets that are not active, or other inputs that are observable or can be corroborated by observable market data
for substantially the full term of the assets or 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 March 31, 2023 and December 31, 2022
consisted of the following (in thousands):
Fair value measurements | |
March 31, 2023 | | |
December 31, 2022 | |
| |
Cost | | |
Unrealized Gain/(Loss) | | |
Fair Value | | |
Cost | | |
Unrealized Gain/Loss | | |
Fair Value | |
Cash | |
$ | 167 | | |
$ | – | | |
$ | 167 | | |
$ | 1 | | |
$ | – | | |
$ | 1 | |
Money market funds | |
| 10,957 | | |
| – | | |
| 10,957 | | |
| 21,183 | | |
| – | | |
| 21,183 | |
US treasury bills | |
| 1,963 | | |
| – | | |
| 1,963 | | |
| – | | |
| – | | |
| – | |
US agency bonds | |
| 3,967 | | |
| (2 | ) | |
| 3,965 | | |
| – | | |
| – | | |
| – | |
Total | |
$ | 17,054 | | |
$ | (2 | ) | |
$ | 17,052 | | |
$ | 21,184 | | |
$ | – | | |
$ | 21,184 | |
Interest receivable of approximately
$46,000 as of March 31, 2023 is recorded in prepaids and other current assets in the condensed consolidated balance sheets. This includes
approximately $14,000 of purchased accrued interest. For the period ended December 31, 2022, there was $0 interest receivable recorded
in the condensed consolidated balance sheets.
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 when the Company satisfies a performance obligation
by transferring the product or service to the customer. 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 (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
March 31, | |
| |
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 | |
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.
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 | |
| | |
| |
| |
Three Months Ended March 31, | |
| |
2023 | | |
2022 | |
Stock Options | |
| 3,374 | | |
| 3,008 | |
Unvested restricted stock | |
| 582 | | |
| 493 | |
Warrants | |
| – | | |
| 1 | |
Total | |
| 3,956 | | |
| 3,502 | |
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 Company’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 payments 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. The components of lease costs were as follows (in thousands):
Components of lease costs | |
| | |
| |
| |
Three Months Ended March 31, | |
| |
2023 | | |
2022 | |
Financing lease costs: | |
| | | |
| | |
Amortization of ROU assets | |
$ | 291 | | |
$ | 319 | |
Interest on lease liabilities | |
| 53 | | |
| 71 | |
Total financing lease costs | |
$ | 344 | | |
$ | 390 | |
| |
| | | |
| | |
Operating lease costs: | |
| | | |
| | |
Fixed lease costs | |
$ | 62 | | |
$ | 62 | |
Short-term lease costs | |
| 297 | | |
| 11 | |
Total operating lease costs | |
$ | 359 | | |
$ | 73 | |
Future minimum payments under non-cancellable leases
as of March 31, 2023 were as follows (in thousands):
Schedule of future minimum lease payments | | |
| | |
| |
For the Year Ended December 31, | | |
Financing leases | | |
Operating leases | |
Remaining 2023 | | |
$ | 839 | | |
$ | 198 | |
2024 | | |
| 1,436 | | |
| 278 | |
2025 | | |
| 1,436 | | |
| 284 | |
2026 | | |
| 478 | | |
| 21 | |
2027 & thereafter | | |
| – | | |
| – | |
Total future minimum lease payments | | |
$ | 4,189 | | |
$ | 781 | |
Less imputed interest | | |
| (266 | ) | |
| (59 | ) |
Total lease liability | | |
$ | 3,923 | | |
$ | 722 | |
The table above does not include
our short-term leases that are one-year or less.
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 and
financing leases | |
| | |
| |
| |
Three Months Ended March 31, | |
| |
2023 | | |
2022 | |
Operating cash flow information: | |
| | | |
| | |
Cash paid for amounts included in the measurement of operating lease liabilities | |
$ | 56 | | |
$ | 54 | |
Cash paid for amounts included in the measurement of financing liabilities | |
$ | 241 | | |
$ | 359 | |
Non-cash activity: | |
| | | |
| | |
Right-of-use assets obtained in exchange for operating lease obligations | |
$ | – | | |
$ | – | |
Right-of-use assets obtained in exchange for financing lease obligations | |
$ | – | | |
$ | – | |
The weighted average remaining
discount rate is 5.25% for the Company’s operating and financing leases. The weighted average remaining lease term is 2.9 years
for operating leases and 3.3 years for the financing lease.
Effective May 1, 2023,
the Company will lease an additional 404 square feet at its Tempe office location under an amendment to its current lease. The monthly
rent payment will increase from $1,277 per month to $2,365 per month and will be accounted for as a modification to the lease under ASC
842 at the time of commencement.
The Company recently terminated
its office lease in Cambridge, Massachusetts as of March 31, 2023. The cost of the lease was $2,942 per month. 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, the remaining lease payments will be reduced to $84,000 over the remainder of the
lease. 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.
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 shares of common stock. All of the Company’s employees and any subsidiary employees (including officers and directors
who are also employees), as well as all of the Company’s nonemployee directors and other consultants, advisors and other persons
who provide services to the Company are eligible to receive incentive awards under the 2017 Plan. Generally, stock options and restricted
stock issued under the 2017 Plan vest over a period of one to four years from the date of grant.
The following table summarizes
the stock-based compensation expense recorded in the Company’s results of operations during the three months ended March 31, 2023
and 2022 for stock options and restricted stock granted under the Company’s incentive plans (in thousands):
Schedule of stock-based compensation expense | |
| | |
| |
| |
Three Months Ended March 31, | |
| |
2023 | | |
2022 | |
Research and development | |
$ | 328 | | |
$ | 244 | |
General and administrative | |
| 525 | | |
| 429 | |
Selling and Marketing | |
| 74 | | |
| 53 | |
Total | |
$ | 927 | | |
$ | 726 | |
As of March 31, 2023, there
was approximately $9.2 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 2.9 years.
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 three months ended March
31, 2023 and 2022, respectively.
The following table summarizes
stock option activity during the three months ended March 31, 2023 (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, 2023 | | |
| 3,009 | | |
$ | 7.07 | | |
| | | |
| | |
Granted | | |
| 375 | | |
$ | 6.56 | | |
| | | |
| | |
Exercised | | |
| (10 | ) | |
$ | 3.90 | | |
| | | |
| | |
Outstanding at March 31, 2023 | | |
| 3,374 | | |
$ | 7.02 | | |
| 5.38 | | |
$ | 2,430 | |
Exercisable at March 31, 2023 | | |
| 2,649 | | |
$ | 6.49 | | |
| 4.40 | | |
$ | 2,121 | |
During the three months ended
March 31, 2023, the Company granted options under the 2017 Plan to purchase approximately 375,000 shares of its common stock to its employees.
The fair value of these options was approximately $1.9 million at the time of grant.
The Company issues restricted
stock to employees, directors and consultants and estimates the fair value based on the closing price on the day of grant. The following
table summarizes all restricted stock activity during the three months ended March 31, 2023 (in thousands except per share data):
Schedule of restricted stock option activity |
|
|
|
|
|
|
|
|
|
|
Number of
Shares |
|
|
Weighted-Average
Grant Date Fair Value per Share |
|
Outstanding at January 1, 2023 |
|
|
340 |
|
|
$ |
10.78 |
|
Granted |
|
|
297 |
|
|
$ |
6.56 |
|
Vested |
|
|
(55 |
) |
|
$ |
7.62 |
|
Outstanding non-vested shares at March 31, 2023 |
|
|
582 |
|
|
$ |
8.93 |
|
During the three months ended
March 31, 2023, the Company granted approximately 297,000 restricted stock awards under the 2017 Plan to its employees and directors.
The fair value of these awards was approximately $2.0 million at the time of grant.
On February 23, 2023, the
Company’s Board of Directors approved the Atomera Incorporated 2023 Stock Incentive Plan (“2023 Plan”). The 2023 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 2023 Plan, as amended in April 2023, provides for the issuance of 2,000,000
shares of common stock. All of the Company’s employees and any subsidiary employees (including officers and directors who are also
employees), as well as all of the Company’s nonemployee directors and other consultants, advisors and other persons who provide
services to the Company will be eligible to receive incentive awards under the 2023 Plan. The 2023 Plan has been submitted to the stockholders
for approval at the Company’s 2023 annual meeting of stockholders to be held on May 4, 2023.
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 March 31, 2023, or through the date these financial statements have been issued.
Management has evaluated subsequent
events and transactions through the date these financial statements were issued.
Since March 31, 2023 the Company has issued an
additional 82,322 shares through its ATM offering at an average price per share of $5.73 resulting in additional net proceeds of approximately
$458,000.
On April 17, 2023 the Company
amended the lease agreement related to its office space in Tempe, Arizona to add 404 square feet to its existing office lease effective
on May 1, 2023 through February 28, 2026 (coterminous with the current Tempe lease) and will bring the total leased office space in Tempe
to 878 square feet.
License Agreement. On April 26, 2023,
the Company announced the execution of a commercial license agreement with STMicroelectronics (“ST”). This agreement enables
ST to install the Company’s Mears Silicon Technology™, or MST®, in its facilities and authorizes ST to manufacture
and distribute MST-enabled products to its customers. The license agreement with ST provides for license fees payable upon reaching milestones
consistent with Atomera’s standard business model. After those milestones are reached, ST will pay a royalty to Atomera
based on the number of MST-enabled products manufactured for commercial purposes.
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, 2022 filed with the SEC on February 15, 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-integrated designers and manufacturers of integrated circuits; |
· |
|
fabless semiconductor manufacturers, which are designers of integrated circuits that outsource the manufacturing of their chips to foundries; |
· |
|
original equipment manufacturers, or OEMs, that manufacture the epitaxial, or epi, machines used to deposit semiconductor layers, such as the MST film, onto silicon 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. |
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, (iii) engineering
services provided to foundries, IDMs and fabless 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 fee payable upon reaching milestones consistent
with Atomera’s standard business model. Our standard model is based around the 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 ST license agreement 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 and to the manufacture and commercial sale of MST-enabled wafers.
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” or ATM offering, to or through the agents. During the three months ended March 31, 2023, approximately
50,000 shares were sold at an average price per share of approximately $6.40, resulting in approximately $274,000 of net proceeds to us
after deducting commissions and other offering expenses.
Results of Operations
Revenues. To date,
we have only generated limited revenue from customer engagements for integration engineering services, integration license agreements,
a manufacturing license granted under a JDA and licensing of MSTcad. Our license agreement with ST, which was executed in April 2023,
is our first commercial manufacturing and distribution agreement and, 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.
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 in 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 for the three months
March 31, 2023 and 2023 was $0 and $375,000, respectively. Our revenue in 2022 consisted of a success fee pursuant to our JDA and a license
fee paid under an integration license agreement.
Cost of revenue. Cost
of revenue consists of costs of materials, as well as direct compensation and expenses incurred to provide deliverables that resulted
in payment of our success fee and wafers delivered as part of the integration license agreement. Cost of revenue for the three months
ended March 31, 2023 and 2022 was $0 and 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.
Operating expenses.
Operating expenses consist of research and development, general and administrative, and selling and marketing expenses. For the three
months ended March 31, 2023 and 2022, our operating expenses totaled approximately $5.2 million and $4.3 million, respectively.
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
March 31, 2023 and 2022, we incurred approximately $3.0 million and $2.3 million, respectively, of research and development expense, an
increase of approximately $697,000, or 30%. This increase was primarily due to increases of approximately $330,000 in outsourced research
and development mainly related to the purchase of a greater quantity of wafers and a more expensive mix of wafer types, along with associated
outside metrology costs in research and development. Research and development expenses also increased by approximately $204,000 in employee-related
expenses resulting from new hires, approximately $84,000 in stock-based compensation costs, and travel costs increased by approximately
$53,000 over the prior year.
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 $1.7 million and $1.6 million for the three months ended
March 31, 2023 and 2022, respectively, representing an increase of approximately $94,000, or 6%. The increase is primarily related to
higher stock-based compensation costs.
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 March 31, 2023 and 2022 were approximately $389,000 and
$325,000, respectively, representing an increase of approximately $64,000, or 20%. The increase in costs is primarily related to increased
travel and stock-based compensation costs.
Interest income. Interest
income for three months ended March 31, 2023 and 2022 was approximately $199,000 and $3,000, respectively. Interest income for the three
months ended March 31, 2023 related to interest earned on our cash, cash equivalents and short-term investments. Interest income for the
three months ended March 31, 2022 related to interest earned on our cash and cash equivalents.
Interest expense. Interest
expense for the three months ended March 31, 2023 and 2022 was approximately $53,000 and $71,000, respectively. Interest expense is related
to the tool financing lease entered into in August 2021.
Cash Flows from Operating, Investing and Financing
Activities
Net cash used in operating
activities of approximately $4.2 million for the three months ended March 31, 2023 resulted primarily from our net loss of approximately
$5.0 million offset by approximately $927,000 million stock-based compensation.
Net cash used in operating
activities of approximately $4.1 million for the three months ended March 31, 2022 resulted primarily from our net loss of approximately
$4.1 million and an increase in prepaid assets offset by stock-based compensation.
Net cash used in investing
activities of approximately $5.0 million and for the three months March 31, 2023 consisted primarily of the purchase of short-term investments.
Net cash used in investing activities of approximately $16,000 for the three months ended March 31, 2022 consisted of the purchase of
computers and lab tools in Tempe, AZ.
Net cash provided by financing
activities of approximately $125,000 for the three months ended March 31, 2023 primarily related to the net proceeds from our ATM offering,
offset by the principal payments on our financing lease.
Net cash used in financing
activities of approximately $121,000 for the three months ended March 31, 2022 related to principal payments on our financing lease offset
by proceeds from the exercise of stock options.
Liquidity and Capital Resources
As of March 31, 2023, we had
cash and cash equivalents of approximately $12.1 million, short-term investments of approximately $5.0 million and working capital of
approximately $14.9 million. For three months ended March 31, 2023, we had a net loss of approximately $5.0 million and used approximately
$4.2 million of cash and cash equivalents in operations. Since inception, we have incurred recurring operating losses.
During the three months ended
March 31, 2023, we sold approximately 50,000 shares pursuant to our ATM at an average price per share of approximately $6.40, resulting
in approximately $274,000 of net proceeds to us after deducting commissions and other offering expenses.
We believe that our available
working capital is sufficient to fund our presently forecasted working capital requirements for, at least, the next 12 months following
the date of the filing of this report. However, 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 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 cash.
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, 2022 filed
with the SEC on February 15, 2023.