Atomera Inc

Previous wording

On May 27, 2025, we entered into an Equity Distribution Agreement Craig-Hallum as agent, under which we may offer and sell, from time to time at our sole discretion, shares of our common stock in an “at-the-market” offering, (“2025 ATM”) to or through the agent, having aggregate offering proceeds of up to $50.0 million. During the three months ended June 30, 2025, we sold approximately 185,000 shares pursuant to the 2025 ATM at an average price per share of approximately $5.21, resulting in approximately $792,000 of net proceeds to us after deducting commissions and other offering expenses.

Current wording

On May 27, 2025, we entered into an Equity Distribution Agreement Craig-Hallum as agent, under which we may offer and sell, from time to time at our sole discretion, shares of our common stock in an “at-the-market” offering, (“2025 ATM”) to or through the agent, having aggregate offering proceeds of up to $50.0 million. During the three months ended September 30, 2025, we sold approximately 393,000 shares pursuant to the 2025 ATM at an average price per share of approximately $5.23, resulting in approximately $2.0 million of net proceeds to us after deducting commissions and other offering expenses.

Previous wording

During the six months ended June 30, 2025, we sold approximately 349,000 shares pursuant to the 2022 ATM and the 2025 ATM at an average price per share of approximately $9.89, resulting in approximately $3.2 million of net proceeds to us after deducting commissions and other offering expenses.

Current wording

During the nine months ended September 30, 2025, we sold approximately 742,000 shares pursuant to the 2022 ATM and the 2025 ATM at an average price per share of approximately $7.42, resulting in approximately $5.2 million of net proceeds to us after deducting commissions and other offering expenses.

Previous wording

Revenues. To date, we have only generated limited revenue from customer engagements for engineering services, integration license agreements, a manufacturing license granted under a JDA, our license agreement with ST 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 MSTcad licenses grant 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 or yearly basis and revenue is recognized over time.

Current wording

Revenues. To date, we have only generated limited revenue from customer engagements for engineering services, integration license agreements, a manufacturing license granted under a JDA, our license agreement with ST and licensing of MSTcad. Our MSTcad licenses grant 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 or yearly basis and revenue is recognized over time.

Previous wording

Revenue for the three and six months ended June 30, 2025 was approximately $0 and $4,000, respectively. Our revenue consisted of MSTcad licensing and related consulting services revenue. Revenue for the three and six months ended June 30, 2024 was approximately $72,000 and $90,000, respectively. Our revenue in 2024 consisted of MSTcad license revenue, consulting services related to MSTcad and the delivery of MST wafers.

Current wording

Revenue for the three and nine months ended September 30, 2025 was approximately $11,000 and $15,000, respectively, and our revenue for the three and nine months ended September 30, 2024 was approximately $22,000 and $112,000, respectively. Our revenue for all periods consisted of MSTcad licensing and related consulting services revenue and engineering services revenue from the delivery of MST wafers.

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 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 for the three and six months ended June 30, 2025 was $62,000 for each period. Cost of revenue for the three and six months ended June 30, 2024 was $74,000 and $107,000, 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.

Current wording

Cost of revenue. Cost of revenue consists of costs of materials, as well as direct compensation and expenses incurred to deliver wafers and perform services, 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 for the three and nine months ended September 30, 2025 was $128,000 and $190,000, respectively. Cost of revenue for the three and nine months ended September 30, 2024 was $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.

Previous wording

Operating expenses. Operating expenses consist of research and development, general and administrative, and selling and marketing expenses. For the three months ended June 30, 2025 and 2024, our operating expenses totaled approximately $5.2 million and $4.6 million, respectively. For the six months ended June 30, 2025 and 2024, our operating expenses totaled approximately $10.7 million and $9.6 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 September 30, 2025 and 2024, our operating expenses totaled approximately $5.7 million and $4.8 million, respectively. For the nine months ended September 30, 2025 and 2024, our operating expenses totaled approximately $16.3 million and $14.5 million, respectively.

Previous wording

For the three months ended June 30, 2025 and 2024, we incurred approximately $3.0 million and $2.6 million, respectively, of research and development expenses, an increase of approximately $415,000, or 16%. This increase was primarily due to increases in device fabrication costs of approximately $136,000, employee costs of approximately $125,000 and stock-based compensation expenses of approximately $137,000.

Current wording

For the three months ended September 30, 2025 and 2024, we incurred approximately $3.3 million and $2.8 million, respectively, of research and development expenses, an increase of approximately $545,000, or 20%. This increase was primarily due to increases in outsourced engineering costs of approximately $212,000, payroll and benefits costs of approximately $119,000 and stock-based compensation expenses of approximately $163,000.

Previous wording

For the six months ended June 30, 2025 and 2024, we incurred approximately $6.3 million and $5.4 million, respectively, of research and development expenses, an increase of approximately $812,000, or 15%. This increase was primarily due to increases in device fabrication costs of approximately $317,000, employee costs of approximately $216,000 and stock-based compensation expenses of approximately $219,000.

Current wording

For the nine months ended September 30, 2025 and 2024, we incurred approximately $9.6 million and $8.2 million, respectively, of research and development expenses, an increase of approximately $1.4 million, or 17%. This increase was primarily due to increases in outsourced engineering costs of approximately $627,000, payroll and benefits costs of approximately $335,000 and stock-based compensation expenses of approximately $381,000.

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 $2.0 million and $1.8 million for the three months ended June 30, 2025 and 2024, respectively, representing an increase of approximately $216,000, or 12%. The increase is primarily related to increases of approximately $215,000 in stock-based compensation expenses.

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 $2.2 million and $1.8 million for the three months ended September 30, 2025 and 2024, respectively, representing an increase of approximately $353,000, or 19%. The increase is primarily related to increases of approximately $289,000 in stock-based compensation expenses and payroll and benefits costs of approximately $101,000.

Previous wording

General and administrative costs were approximately $4.1 million and $3.6 million for the six months ended June 30, 2025 and 2024, respectively, representing an increase of approximately $493,000, or 14%. The increase is primarily related to increases of approximately $231,000 in stock-based compensation expenses, approximately $97,000 in corporate legal fees and approximately $80,000 in intellectual property related expenses related to our patent portfolio.

Current wording

General and administrative costs were approximately $6.3 million and $5.5 million for the nine months ended September 30, 2025 and 2024, respectively, representing an increase of approximately $846,000, or 16%. The increase is primarily related to increases of approximately $521,000 in stock-based compensation expenses, approximately $162,000 in legal fees and payroll and benefits costs of approximately $167,000.

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 June 30, 2025 and 2024 were approximately $141,000 and $207,000, respectively, representing a decrease of approximately $66,000, or 32%. The decrease in costs 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 September 30, 2025 and 2024 were approximately $207,000 and $248,000, respectively, representing a decrease of approximately $41,000, or 17%. The decrease in costs is primarily due to a reduction in headcount offset by recruiting fees for the open positions.

Previous wording

Selling and marketing expenses for the six months ended June 30, 2025 and 2024 were approximately $265,000 and $557,000, respectively, representing a decrease of approximately $292,000, or 52%. The decrease in costs is primarily due to a reduction in headcount.

Current wording

Selling and marketing expenses for the nine months ended September 30, 2025 and 2024 were approximately $472,000 and $805,000, respectively, representing a decrease of approximately $333,000, or 41%. The decrease in costs is primarily due to a reduction in headcount offset by an increase in recruiting fees.

Previous wording

Interest income. Interest income for the three months ended June 30, 2025 and 2024 was approximately $234,000 and $185,000, respectively. Interest income for the six months ended June 30, 2025 and 2024 was approximately $504,000 and $390,000, respectively. Interest income reflects interest earned on our cash, cash equivalents and short-term investments and are impacted by current interest rates and average balances over the periods presented.

Current wording

Interest income. Interest income for the three months ended September 30, 2025 and 2024 was approximately $232,000 and $176,000, respectively. Interest income for the nine months ended September 30, 2025 and 2024 was approximately $736,000 and $566,000, respectively. Interest income reflects interest earned on our cash, cash equivalents and short-term investments and are impacted by current interest rates and average balances over the periods presented.

Previous wording

Accretion income. Accretion income for the three and six months ended June 30, 2025 was approximately $0 and $6,000, respectively. Accretion income for the three and six months ended June 30, 2024 was approximately $47,000 and $93,000, respectively. Accretion income relates to the increase in value of our available-for-sale securities from the purchase date through the maturity date. As of June 30, 2025, our cash and cash equivalents are held as cash and mutual funds.

Current wording

Accretion income. Accretion income for the three and nine months ended September 30, 2025 was approximately $0 and $6,000, respectively. Accretion income for the three and nine months ended September 30, 2024 was approximately $59,000 and $152,000, respectively. Accretion income relates to the increase in value of our available-for-sale securities from the purchase date through the maturity date. As of and for the three months ended September 30, 2025, our cash and cash equivalents were held as cash and mutual funds.

Previous wording

Interest expense. Interest expense for the three months ended June 30, 2025 and 2024 was approximately $18,000 and $35,000, respectively. Interest expense for the six months ended June 30, 2025 and 2024 was approximately $39,000 and $74,000, 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 September 30, 2025 and 2024 was approximately $12,000 and $30,000, respectively. Interest expense for the nine months ended September 30, 2025 and 2024 was approximately $51,000 and $104,000, respectively. Interest expense is related to the tool financing lease entered into in August 2021.

Previous wording

Other income (expense), net. Other income for the three months ended June 30, 2025 and 2024 was approximately $71,000 and $72,000 respectively, and for the six months ended June 30, 2025 and 2024 was approximately $71,000 and $72,000, respectively. For all periods presented, these amounts consist primarily of a refundable state research and development tax credit, net of filing costs and tax consulting services.

Current wording

Other income (expense), net. Other income for the nine months ended September 30, 2025 and 2024 was approximately $71,000 and $72,000, respectively. These amounts consist primarily of a refundable state research and development tax credit, net of filing costs and tax consulting services. There was no other income (expense), net for the three months ended September 30, 2025 or 2024.

Previous wording

Net cash used in operating activities of approximately $7.3 million for the six months ended June 30, 2024 resulted primarily from our net loss of approximately $9.2 million offset by approximately $2.0 million of stock-based compensation.

Current wording

Net cash used in operating activities of approximately $11.6 million for the nine months ended September 30, 2025 resulted primarily from our net loss of approximately $15.7 million offset by approximately $3.6 million of stock-based compensation and approximately $914,000 in amortization of right-of-use assets.

Previous wording

Net cash used in operating activities of approximately $8.3 million for the six months ended June 30, 2025 resulted primarily from our net loss of approximately $10.2 million and a decrease in our accrued payroll expenses of approximately $979,000, offset by approximately $2.3 million of stock-based compensation.

Current 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.

Previous wording

Net cash provided by investing activities of approximately $986,000 for the six months ended June 30, 2025 consisted primarily of the maturity of short-term available-for-sale investments.

Current wording

Net cash provided by investing activities of approximately $973,000 for the nine months ended September 30, 2025 consisted primarily of the maturity of short-term available-for-sale investments.

Previous wording

Net cash provided by investing activities of approximately $3.2 million for the six months ended June 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 $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.

Previous wording

Net cash provided by financing activities of approximately $3.5 million for the six months ended June 30, 2025 primarily related to the net proceeds from sales under our ATM and stock option exercises, offset by the principal payments on our financing lease.

Current wording

Net cash provided by financing activities of approximately $5.2 million for the nine months ended September 30, 2025 primarily related to the net proceeds from sales under our ATM and stock option exercises, offset by the principal payments on our financing lease.

Previous wording

Net cash provided by financing activities of approximately $6.0 million for the six months ended June 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 $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.

Previous wording

As of June 30, 2025, we had cash and cash equivalents of approximately $22.0 million and working capital of approximately $20.0 million. For the six months ended June 30, 2025 we had a net loss of approximately $10.2 million and used approximately $8.3 million of cash and cash equivalents in operations. Since inception, we have incurred recurring operating losses.

Current wording

As of September 30, 2025, we had cash and cash equivalents of approximately $20.3 million and working capital of approximately $18.1 million. For the nine months ended September 30, 2025 we had a net loss of approximately $15.7 million and used approximately $11.6 million of cash and cash equivalents in operations. Since inception, we have incurred recurring operating losses.

Previous wording

During the three months ended June 30, 2025, we sold approximately 185,000 shares of commons stock pursuant to the 2025 ATM at an average price per share of approximately $5.21, resulting in approximately $792,000 of net proceeds to the Company after deducting commissions and other offering expenses.

Current wording

During the three months ended September 30, 2025, we sold approximately 393,000 shares of commons stock pursuant to the 2025 ATM at an average price per share of approximately $5.23, resulting in approximately $2.0 million of net proceeds to the Company after deducting commissions and other offering expenses.

Previous wording

During the six months ended June 30, 2025, we sold approximately 349,000 shares pursuant to the 2022 ATM and the 2025 ATM at an average price per share of approximately $9.89, resulting in approximately $3.2 million of net proceeds to us after deducting commissions and other offering expenses.

Current wording

During the nine months ended September 30, 2025, we sold approximately 742,000 shares pursuant to the 2022 ATM and the 2025 ATM at an average price per share of approximately $7.42, resulting in approximately $5.2 million of net proceeds to us after deducting commissions and other offering expenses.