Atomera Inc
For the period ended Mar 31, 2026. Filed May 5, 2026.
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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, 2026 · Filed May 5, 2026
ATOM$3.01+15.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-10-29.
0001683168-25-007840
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-05.
0001683168-26-003501
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 40 previous paragraphs and 41 current paragraphs.
10 unchanged; 24 reworded; 7 added; 6 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 (7)
Current report
Our principal business objective is to enter into commercial license agreements that enable our customers to manufacture and sell MST-enabled products, generating license revenues and ongoing royalties. We also license our MSTcad® software to customers, enabling them to simulate the effects of MST on their products using Synopsys, Inc.’s technology computer-aided design, or TCAD, software. In addition, we offer fee-based integration engineering services to customers to evaluate the effects of MST as integrated into their manufacturing flow. Typically, we offer these services through paid evaluation arrangement, joint development agreements (“JDAs”) or integration license agreements.
Current report
Our goal is that MSTcad licensing and engineering service arrangements will be tools that demonstrate the benefits of MST when integrated into customers’ manufacturing processes and will lead customers to enter into commercial license agreements. A “commercial license” consists of (i) an R&D license, which grants our customer the rights to install MST on a tool in their fab and to manufacture MST-enabled products, but only for internal use and limited customer sampling and (ii) a high-volume manufacturing, or HVM, license which grants the rights to manufacture and sell MST-enabled products to their customers.
Current report
Depending upon our customers’ business needs and how we initially engaged with them, we may make these license grants in one or more separate contracts. Our preferred model is to charge our customers upfront license fees for each license grant. Under our licensing model, the R&D license fee is due upon installation of MST in a tool at our customer’s fab and a larger HVM license fee will be due when our customer completes qualification of MST in their process and before they can sell MST -enabled products to their customers. Upon the grant of an HVM license, our licensees are also required to make royalty payments to us based on the number and/or sales price of MST-enabled products they sell. We have engaged with certain customers under joint development agreements, or JDAs. Our JDAs include development, technology transfer, manufacturing and licensing components.
Current report
To date, applications of our MST technology have primarily been for power devices, RFSOI devices and advanced CMOS integrated circuits including logic and memory. CMOS integrated circuits are the most widely used type of integrated circuits in the semiconductor industry. We believe MST has the potential to overcome the key challenges found in the implementation of next-generation nano-scale semiconductor devices incorporating CMOS type transistors, namely enhancing drive current, reducing leakage and reducing variability. In addition, we believe that MST has the potential to deliver these benefits through a single technology that requires relatively minor modifications to the industry-standard CMOS manufacturing flow. Consequently, we believe that by incorporating MST, designers can make transistors with increased speed, reliability and energy efficiency, without significantly altering the current fabrication process or cost of production.
Current report
Starting in 2024, we began applying our technology to wafers used for fabrication of “compound semiconductors” which are devices built using materials other than silicon, such as gallium nitride (GaN), which have properties especially attractive to the power and radio frequency markets. Currently, materials such as GaN suffer from a tradeoff between high-cost specialized wafers and defective, low-yielding wafers resulting from the crystal lattice mismatch between heterogeneous materials. We believe MST can offer a cost-effective solution to these tradeoffs by serving as a buffer layer between different materials, such as between GaN and a silicon wafer substrate.
Current report
On February 24, 2026, we completed a registered direct offering (the “Offering”) of 5,000,000 shares of our common stock at a purchase price of $5.00 per share pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors. In connection with the Offering, the Company entered into a placement agent agreement with Craig-Hallum, pursuant to which Craig-Hallum served as the exclusive placement agent for the issuance and sale of securities of the Company pursuant to the Purchase Agreement. As compensation for such placement agent services, the Company paid Craig-Hallum an aggregate cash fee equal to 5.0% of the gross proceeds received by the Company from the Offering and agreed to reimburse up to $75,000 of legal and other expenses actually incurred. Net proceeds to the Company after deducting the placement agent fee and expenses were approximately $23.6 million.
Current report
During the three months ended March 31, 2026, we sold five million shares of common stock in a registered direct offering, at a purchase price of $5.00 per share. As compensation for such placement agent services, the Company paid Craig-Hallum an aggregate cash fee equal to 5.0% of the gross proceeds received by the Company from the Offering and agreed to reimburse up to $75,000 of legal and other expenses as actually incurred. Net proceeds to the Company after deducting the placement agent fee and expenses were approximately $23.6 million.
Removed paragraphs (6)
Previous report
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 report
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 report
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 report
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 report
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 report
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.
Reworded paragraphs (24)
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 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.
Current wording
We are engaged in the business of developing, commercializing and licensing proprietary processes and technologies for the $700+ billion semiconductor industry. Our lead technology, named Mears Silicon Technology™, or MST®, is a thin film of reengineered silicon. MST is our proprietary and patent-protected performance enhancement technology that we believe addresses a number of key engineering challenges facing the semiconductor industry. MST provides multiple benefits to the semiconductor manufacturing process, enabling transistors to 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 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 wafers or integrated circuits directly. Instead, we develop and license technologies and processes that we believe offer the designers and manufacturers of wafers and 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
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.
Current wording
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. Shares of our common stock are listed on the NASDAQ Capital Market under the symbol “ATOM”.
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 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.
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, (the “2025 ATM”) to or through the agent, having aggregate offering proceeds of up to $50.0 million. During the three months ended March 31, 2026, we sold approximately 1.3 million shares pursuant to the 2025 ATM at an average price per share of approximately $2.47 resulting in approximately $3.1 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 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, R&D licenses granted under a JDA and under our license agreement with ST Microelectronics 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 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.
Current wording
Revenue for the three months ended March 31, 2026 and 2025 was approximately $11,000 and $4,000, respectively. Our revenue for the period ended March 31, 2026, consisted of engineering services revenue from the delivery of MST wafers. Revenue for the period ended March 31, 2025 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 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.
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 for the three months ended March 31, 2026 was approximately $126,000. No cost of revenue was recorded for the three months ended March 31, 2025. 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 is expensed when incurred and may not correspond with revenue earned in the same period. Our cost of revenue in the three months ended March 31, 2026 is an example of this timing mismatch because our labor, wafer processing and metrology costs were incurred in advance of anticipated wafer shipments that will result in recognizing engineering services revenue in future periods.
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, 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.
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, 2026 and 2025, our operating expenses totaled approximately $6.2 million and $5.5 million, respectively.
Previous 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.
Current wording
For the three months ended March 31, 2026 and 2025, we incurred approximately $3.5 million and $3.3 million, respectively, of research and development expenses, an increase of approximately $202,000, or 6%. This increase was primarily due to increases in payroll and benefits costs of approximately $79,000 and stock-based compensation expenses of approximately $75,000.
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 $2.2 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.
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 $2.3 million and $2.1 million for the three months ended March 31, 2026 and 2025, respectively, representing an increase of approximately $245,000, or 12%. The increase is primarily related to increases of approximately $229,000 in stock-based compensation expenses and payroll and benefits costs of approximately $168,000 offset by a decrease of approximately $121,000 in intellectual property related 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, 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.
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, 2026 and 2025 were approximately $419,000 and $124,000, respectively, representing an increase of approximately $295,000, or 238%. The increase is primarily related to a $136,000 increase in employee related expenses, approximately $92,000 increase in stock based compensation and recruiting fees all related to an increase in headcount over the prior year.
Previous 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.
Current wording
Interest income. Interest income for the three months ended March 31, 2026 and 2025 was approximately $197,000 and $270,000, 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 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.
Current wording
Accretion income. Accretion income for the three months ended March 31, 206 and 2025 was approximately $57,000 and $6,000, 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, 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.
Current wording
Interest expense. Interest expense for the three months ended March 31, 2026 and 2025, was approximately $4,000 and $21,000, 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 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.
Current wording
Other income (expense), net. Other income for the three months ended March 31, 2026 and 2025 was approximately $1,000 and ($1,000), respectively.
Previous 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.
Current wording
Net cash used in operating activities of approximately $4.6 million for the three months ended March 31, 2026 resulted primarily from our net loss of approximately $6.1 million offset by approximately $1.4 million of stock-based compensation.
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 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 used in investing activities of approximately $27.0 million for the three months ended March 31, 2026 consisted of the purchase of short-term available-for-sale investments.
Previous 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.
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 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.
Current wording
Net cash provided by financing activities of approximately $26.5 million for the three months ended March 31, 2026 primarily related to the net proceeds from sales under our registered direct offering of common stock, sales under the 2025 ATM and stock option exercises, offset by the principal payments on our financing lease.
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 2022 ATM, offset by the principal payments on our financing lease.
Previous 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.
Current wording
As of March 31, 2026, we had cash, cash equivalents and short-term investments of approximately $41.1 million and working capital of approximately $39.9 million. For the three months ended March 31, 2026 we had a net loss of approximately $6.1 million and used approximately $4.6 million of cash and cash equivalents in operations. Since inception, we have incurred recurring operating losses.
Previous 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.
Current wording
During the three months ended March 31, 2026, we sold approximately 1.3 million shares of commons stock pursuant to the 2025 ATM at an average price per share of approximately $2.47, resulting in approximately $3.1 million of net proceeds to the Company after deducting commissions and other offering expenses.
Previous wording
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, 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.
Current wording
We believe that our available working capital is sufficient to fund our presently forecasted working capital requirements for, at least, the next 24 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, 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.