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Atomera Inc

For the period ended Mar 31, 2025. Filed May 8, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 8, 2025

ATOM$3.01+15.5%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-09-30; filed 2024-10-29.

0001683168-24-007452

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

Current report: 10-Q

Period ended 2025-03-31; filed 2025-05-08.

0001683168-25-003249

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 37 previous paragraphs and 34 current paragraphs.

11 unchanged; 21 reworded; 2 added; 5 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 1 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (2)

Current report

For the three months ended March 31, 2025 and 2024, we incurred approximately $3.3 million and $2.9 million, respectively, of research and development expenses, an increase of approximately $397,000, or 14%. This increase was primarily due to increases in device fabrication costs of approximately $182,000, employee costs of approximately $90,000 and outside metrology increases of approximately $84,000.

Current report

**Other income (expense), net.**Other expense for the three months ended March 31, 2025 and 2024 was approximately $1,000 and $0, respectively, and consisted of losses on foreign currency between the date of receipt of goods or services and the date the payment was made.
Removed paragraphs (5)

Previous report

In April 2023, we entered into a license agreement with ST Microelectronics (“ST”) that authorizes ST to manufacture and distribute MST-enabled products to its customers. This agreement provides for payment of license fees payable upon reaching milestones consistent with Atomera’s standard business model. Our standard model is based around two major milestones, namely the installation of MST in a customer’s fab and qualification of an MST-enabled process. Our license agreement with ST is our first grant of commercial manufacturing and distribution rights. In the fourth quarter of 2023, we completed the first major milestone under the ST license agreement by delivering our MST film recipe and ST accepting the film, resulting in our recognizing license revenue associated with that milestone. ST is currently performing testing to optimize their integration of MST as part of their qualification process. Upon qualification, we will earn additional license fees for the distribution license, after which ST will be entitled to MST-enabled products and royalties will be payable to us for every product sold. There can be no assurance, however, that ST will complete its process qualification and pursue the licensed rights through development to the manufacture and commercial sale of MST-enabled products.

Previous report

For the three months ended September 30, 2024 and 2023, we incurred approximately $2.8 million and $3.3 million, respectively, of research and development expenses, a decrease of approximately $546,000, or 17%. This decrease was primarily due to decrease of approximately $540,000 in outsourced research and development as our foundry services provider, TSI Semiconductor, ceased providing these services as of January 31, 2024 after it was acquired by Robert Bosch LLC.

Previous report

For the nine months ended September 30, 2024 and 2023, we incurred approximately $8.2 million and $9.5 million, respectively, of research and development expenses, a decrease of approximately $1.3 million, or 14%. This decrease was primarily due to a decline of approximately $1.4 million in outsourced research and development as we discontinued working with TSI Semiconductor as of January 31, 2024.

Previous report

General and administrative costs were approximately $5.5 million and $5.2 million for the nine months ended September 30, 2024 and 2023, respectively, representing an increase of approximately $255,000, or 5%. The increase is primarily related to increases of approximately $207,000 in payroll and benefits costs and approximately $226,000 in legal costs and fees related to our patent portfolio. These increases were partly offset by decreases of approximately $85,000 in corporate legal expenses and approximately $69,000 in stock-based compensation expense.

Previous report

**Other income, net.**Other income for the three and nine months ended September 30, 2024 of approximately $0 and $72,000, consisted of a refundable state research and development tax credit, net of filing costs and tax consulting services received in the second quarter of 2024. Other income for the three and nine months ended September 30, 2023 of approximately $72,000 also consisted of a refundable state research and development tax credit, net of filing costs and tax consulting services received in the third quarter of 2023.
Reworded paragraphs (21)

Previous wording

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 equipment commonly used in semiconductor manufacturing. We believe that MST can be widely incorporated into the most common types of semiconductor products, including analog, logic, memory and optical integrated circuits.

Current wording

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 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.

Previous wording

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:

Current wording

We do not 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:

Previous wording

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 MSTcad(R) 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.

Current wording

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 MSTcad 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 ST Microelectonics (ST) and Asahi Kasei Microdevices (AKM), both of which are 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.

Previous wording

On May 31, 2022, we entered into an Equity Distribution Agreement with Oppenheimer & Co. Inc and Craig-Hallum Capital Group LLC, as agents, under which we may offer and sell, from time to time at our sole discretion, shares of our common stock having an aggregate offering price of up to $50.0 million in an “at-the-market” offering or “ATM”, to or through the agents. During the three-month period ended September 30, 2024, we sold approximately 691,000 shares pursuant to the ATM at an average price per share of approximately $3.18, resulting in approximately $2.1 million of net proceeds to the Company after deducting commissions and other offering expenses. During the nine-month period ended September 30, 2024, we sold approximately 1.9 million shares pursuant to the ATM at an average price per share of approximately $4.74, resulting in approximately $8.5 million of net proceeds to the Company after deducting commissions and other offering expenses.

Current wording

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 aggregate offering proceeds 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, 2025, we sold approximately 164,000 shares pursuant to the ATM at an average price per share of approximately $15.19, resulting in approximately $2.4 million of net proceeds after deducting commissions and other offering expenses.

Previous wording

Revenue for the three and nine months ended September 30, 2024 was approximately $22,000 and $112,000 respectively. Our revenue in 2024 consisted of MSTcad licensing and related consulting services revenue, and engineering services revenue from the delivery of MST wafers. Revenue was not recorded during the three and nine months ended September 30, 2023.

Current wording

Revenue for the three months ended March 31, 2025 and 2024 was approximately $4,000 and $18,000 respectively. Our revenue consisted of MSTcad licensing and related consulting services revenue.

Previous wording

Cost of revenue. Cost of revenue consists of costs of materials, as well as direct compensation and expenses incurred to provide deliverables that result in payment of success fees, delivery of wafers delivered as part of integration license agreements and consulting services provided for our MSTcad licenses. Cost of revenue is expensed when incurred and may not correspond with revenue earned. Cost of revenue for the three and nine months ended September 30, 2024 was approximately $3,000 and $110,000, respectively. We anticipate that our cost of revenue will vary substantially depending on the mix of license and engineering services revenues we receive and the nature of products and/or services delivered in each customer engagement. Cost of revenue was not recorded during the three and nine months ended September 30, 2023.

Current wording

Cost of revenue. Cost of revenue consists of costs of materials, as well as direct compensation and expenses incurred to provide deliverables that result in payment of success fees, delivery of wafers in connection with integration license agreements and consulting services provided for our MSTcad licenses. Cost of revenue is expensed when incurred and may not correspond with revenue earned in the same period. Cost of revenue was not recorded during the three months ended March 31, 2025. Cost of revenue for the three months ended March 31, 2025 and 2024 was $0 and approximately $3,000, 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.

Previous wording

Operating expenses. Operating expenses consist of research and development, general and administrative, and selling and marketing expenses. For the three months ended September 30, 2024 and 2023, our operating expenses totaled approximately $4.8 million and $5.4 million, respectively. For the nine months ended September 30, 2024 and 2023, our operating expenses totaled approximately $14.5 million and $15.9 million, respectively.

Current wording

Operating expenses. Operating expenses consist of research and development, general and administrative, and selling and marketing expenses. For the three months ended March 31, 2025 and 2024, our operating expenses totaled approximately $5.5 million and $5.0 million, respectively.

Previous wording

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 benefits costs for our engineering staff and costs of outsourced fabrication (including epi tool leases) and metrology of semiconductor wafers incorporating our MST technology.

Current wording

Research and development expense. To date, our operations have focused on 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 benefits costs for our engineering staff and costs of outsourced fabrication (including epi tool leases) and metrology of semiconductor wafers incorporating our MST technology.

Previous wording

General and administrative expense. General and administrative expenses consist primarily of payroll and benefit costs for administrative personnel, office-related costs and professional fees. General and administrative costs were approximately $1.8 million and $1.7 million for the three-month periods ended September 30, 2024 and 2023, respectively, representing an increase of approximately $129,000, or 8%. The increase is primarily related to increases of approximately $108,000 in employee costs and approximately $67,000 in legal costs and fees related to our patent portfolio. These costs are partially offset by a decrease of approximately $82,000 in stock-based compensation costs.

Current wording

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 $2.1 million and $1.8 million for the three months ended March 31, 2025 and 2024, respectively, representing an increase of approximately $277,000, or 15%. The increase is primarily related to increases of approximately $174,000 in legal costs and fees related to our patent portfolio and approximately $56,000 in corporate legal expenses.

Previous wording

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 September 30, 2024 and 2023 were approximately $248,000 and $365,000, respectively, representing a decrease of approximately $117,000, or 32%. Selling and marketing expenses for the nine months ended September 30, 2024 and 2023 were approximately $805,000 and $1.1 million, respectively, representing a decrease of approximately $342,000, or 30%. The decrease in costs for both the three and nine month periods is primarily due to a reduction in headcount.

Current wording

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, 2025 and 2024 were approximately $124,000 and $350,000, respectively, representing a decrease of approximately $226,000, or 65%. The decrease in costs is primarily due to a reduction in headcount.

Previous wording

Interest income. Interest income for three months ended September 30, 2024 and 2023 was approximately $176,000 and $177,000, respectively. Interest income for nine months ended September 30, 2024 and 2023 was approximately $566,000 and $528,000, respectively. Interest income for the periods presented reflected interest earned on our cash, cash equivalents and short-term investments.

Current wording

Interest income. Interest income for three months ended March 31, 2025 and 2024 was approximately $270,000 and $205,000, respectively. Interest income for the periods presented reflected interest earned on our cash, cash equivalents and short-term investments.

Previous wording

**Accretion income.**Accretion income for the three months ended September 30, 2024 and 2023 was approximately $59,000 and $112,000, respectively. Accretion income for the nine months ended September 30, 2024 and 2023 was approximately $152,000 and $221,000, respectively. Accretion income relates to the increase in value of our available-for-sale securities from the purchase date through the maturity date.

Current wording

**Accretion income.**Accretion income for the three months ended March 31, 2025 and 2024 was approximately $6,000 and $46,000, respectively. Accretion income relates to the increase in value of our available-for-sale securities from the purchase date through the maturity date.

Previous wording

Interest expense. Interest expense for the three months ended September 30, 2024 and 2023 was approximately $30,000 and $47,000, respectively. Interest expense for the nine months ended September 30, 2024 and 2023 was approximately $104,000 and $151,000, respectively. Interest expense is related to the tool financing lease entered into in August 2021.

Current wording

Interest expense. Interest expense for the three months ended March 31, 2025 and 2024 was approximately $21,000 and $39,000, respectively. Interest expense is related to the tool financing lease entered into in August 2021.

Previous wording

Net cash used in operating activities of approximately $10.2 million for the nine months ended September 30, 2024 resulted primarily from our net loss of approximately $13.8 million offset by approximately $2.9 million of stock-based compensation and the amortization of our right of use assets of approximately $1.0 million offset by increases in our payroll-related accruals.

Current wording

Net cash used in operating activities of approximately $4.8 million for the three months ended March 31, 2025 resulted primarily from our net loss of approximately $5.2 million and a decrease in our accrued payroll expenses of approximately $926,000, offset by approximately $1.0 million of stock-based compensation and an increase of approximately $269,000 in accounts payable.

Previous wording

Net cash used in operating activities of approximately $11.6 million for the nine months ended September 30, 2023 resulted primarily from our net loss of approximately $15.2 million offset by approximately $3.0 million of stock-based compensation and approximately $1.0 million of amortization of right-of-use assets.

Current wording

Net cash used in operating activities of approximately $4.1 million for the three months ended March 31, 2024 resulted primarily from our net loss of approximately $4.8 million and payment of accrued payroll expenses of approximately $928,000, offset by approximately $1.0 million of stock-based compensation and approximately $550,000 of collected contracts receivable.

Previous wording

Net cash used in investing activities of approximately $7.6 million and for the nine months ended September 30, 2023 consisted primarily of the purchase of short-term available-for-sale investments, offset by the maturity of short-term available-for-sale investments

Current wording

Net cash provided by investing activities of approximately $996,000 for the three months ended March 31, 2025 consisted primarily of the maturity of short-term available-for-sale investments.

Previous wording

Net cash provided by investing activities of approximately $3.5 million and for the nine months ended September 30, 2024 consisted primarily of the maturity of short-term available-for-sale investments, offset by the purchase of short-term available-for-sale investments.

Current wording

Net cash provided by investing activities of approximately $2.5 million for the three months ended March 31, 2024 consisted primarily of the maturity of short-term available-for-sale investments, offset by the purchase of short-term available-for-sale investments.

Previous wording

Net cash provided by financing activities of approximately $7.9 million for the nine months ended September 30, 2024 primarily related to the net proceeds from our ATM offering, offset by the principal payments on our financing lease.

Current wording

Net cash provided by financing activities of approximately $2.1 million for the three months ended March 31, 2025 primarily related to the net proceeds from sales under our ATM, offset by the principal payments on our financing lease.

Previous wording

Net cash provided by financing activities of approximately $10.7 million for the nine months ended September 30, 2023 primarily related to the net proceeds from our ATM offering, offset by the principal payments on our financing lease.

Current wording

Net cash provided by financing activities of approximately $3.8 million for the three months ended March 31, 2024 primarily related to the net proceeds from sales under our ATM, offset by the principal payments on our financing lease.

Previous wording

As of September 30, 2024, we had cash and cash equivalents of approximately $13.8 million, short-term investments of approximately $3.6 million and working capital of approximately $14.4 million. For the nine months ended September 30, 2024, we had a net loss of approximately $13.8 million and used approximately $10.2 million of cash and cash equivalents in operations. Since inception, we have incurred recurring operating losses.

Current wording

As of March 31, 2025, we had cash and cash equivalents of approximately $24.1 million and working capital of approximately $21.7 million. For the three months ended March 31, 2025 we had a net loss of approximately $5.2 million and used approximately $4.8 million of cash and cash equivalents in operations. Since inception, we have incurred recurring operating losses.

Previous wording

During the nine-month period ended September 30, 2024, we sold approximately 1.9 million shares of common stock pursuant to the ATM at an average price per share of approximately $4.74, resulting in approximately $8.5 million of net proceeds to the Company after deducting commissions and other offering expenses. Since September 30, 2024, we sold approximately 489,000 additional shares through the ATM offering at an average price per share of $3.27 resulting in additional net proceeds of approximately $1.6 million.

Current wording

During the three months ended March 31, 2025, we sold approximately 164,000 shares of common stock pursuant to the ATM at an average price per share of approximately $15.19, resulting in approximately $2.4 million of net proceeds to the Company after deducting commissions and other offering expenses.