ATOMERA INCORPORATED 10-Q

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2025

☐ Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

For the transition period from __________ to __________

Commission file number: 001-37850

ATOMERA INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware	30-0509586
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

750 University Avenue, Suite 280

Los Gatos, California 95032

(Address, including zip code, of registrant’s principal executive offices)

(408) 442-5248

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock: Par value $0.001	ATOM	Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated Filer ☐
Non-accelerated Filer ☒	Smaller reporting company ☒
Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by checkmark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act: Yes ☐ No ☒

The number of outstanding shares of the Registrant’s Common Stock, par value $.001 per share, as of October 23, 2025 is 31,681,033.

Atomera Incorporated

Index

		Page
PART I. Financial Information

Item 1.	Financial Statements	3

	Condensed Balance Sheets –September 30, 2025 (Unaudited) and December 31, 2024	3

	Unaudited Condensed Statements of Operations – For the Three and Nine Months Ended September 30, 2025 and 2024	4

	Unaudited Condensed Statements of Comprehensive Loss – For the Three and Nine Months Ended September 30, 2025 and 2024	5

	Unaudited Condensed Statements of Stockholders’ Equity – For the Three and Nine Months Ended September 30, 2025 and 2024	6

	Unaudited Condensed Statements of Cash Flows – For the Nine Months Ended September 30, 2025 and 2024	7

	Notes to the Unaudited Condensed Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	22

Item 4.	Controls and Procedures	22

PART II. Other Information

Item 1A.	Risk Factors	23

Item 5.	Other Information	23

Item 6.	Exhibits	23

Signatures		24

PART I. Financial Information

Item 1. Financial Statements

Atomera Incorporated

Condensed Balance Sheets

(in thousands, except per share data)


	September 30,			December 31,
	2025			2024
	(Unaudited)
ASSETS

Current assets:
Cash and cash equivalents	$	20,322		$	25,778
Short-term investments		–			995
Accounts receivable		137			6
Interest receivable		64			73
Prepaid expenses and other current assets		517			240
Total current assets		21,040			27,092

Property and equipment, net		51			59
Long-term prepaid maintenance and supplies		–			91
Security deposit		14			14
Operating lease right-of-use asset		92			280
Financing lease right-of-use-asset		744			1,588

Total assets	$	21,941		$	29,124

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Accounts payable	$	617		$	492
Accrued expenses		244			239
Accrued payroll-related expenses		1,112			1,328
Current operating lease liability		64			260
Current financing lease liability		730			1,253
Deferred revenue		144			4
Total current liabilities		2,911			3,576

Long-term operating lease liability		–			22
Long-term financing lease liability		–			449

Total liabilities		2,911			4,047

Commitments and contingencies (see Note 9)		–			–

Stockholders’ equity:
Preferred stock $0.001 par value, authorized 2,500 shares; none issued and outstanding as of September 30, 2025 and December 31, 2024		–			–
Common stock: $0.001 par value, authorized 47,500 shares; 31,510 shares issued and outstanding as of September 30, 2025; and 30,540 shares issued and outstanding as of December 31, 2024		32			31
Additional paid in capital		256,267			246,565
Other comprehensive income		–			1
Accumulated deficit		(237,269	)		(221,520	)
Total stockholders’ equity		19,030			25,077
Total liabilities and stockholders’ equity	$	21,941		$	29,124

The accompanying notes are an integral part of these condensed financial statements.

Atomera Incorporated

Condensed Statements of Operations

(Unaudited)

(in thousands, except per share data)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Revenue	$	11		$	22		$	15		$	112
Cost of revenue		(128	)		(3	)		(190	)		(110	)
Gross (loss) margin		(117	)		19			(175	)		2

Operating expenses
Research and development		3,304			2,759			9,563			8,206
General and administrative		2,165			1,812			6,301			5,455
Selling and marketing		207			248			472			805
Total operating expenses		5,676			4,819			16,336			14,466

Loss from operations		(5,793	)		(4,800	)		(16,511	)		(14,464	)

Other income (expense)
Interest income		232			176			736			566
Accretion income		–			59			6			152
Interest expense		(12	)		(30	)		(51	)		(104	)
Other income, net		–			–			71			72
Total other income (expense), net		220			205			762			686

Net loss	$	(5,573	)	$	(4,595	)	$	(15,749	)	$	(13,778	)

Net loss per common share, basic	$	(0.17	)	$	(0.17	)	$	(0.51	)	$	(0.52	)
Net loss per common share, diluted	$	(0.17	)	$	(0.17	)	$	(0.51	)	$	(0.52	)

Weighted average number of common shares outstanding, basic		31,128			27,406			30,593			26,640
Weighted average number of common shares outstanding, diluted		31,128			27,406			30,593			26,640

The accompanying notes are an integral part of these condensed financial statements.

Atomera Incorporated

Condensed Statements of Comprehensive Loss

(Unaudited)

(in thousands, except per share data)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Net loss	$	(5,573	)	$	(4,595	)	$	(15,749	)	$	(13,778	)
Unrealized gain (loss) on available-for-sale securities		–			9			(1	)		2
Net loss	$	(5,573	)	$	(4,586	)	$	(15,750	)	$	(13,776	)

The accompanying notes are an integral part of these condensed financial statements.

Atomera Incorporated

Statements of Stockholders’ Equity

For the Three and Nine Months Ended September 30, 2025 and 2024

(Unaudited)

(in thousands)


	Common Stock				Additional Paid-in		Other Comprehensive			Accumulated			Total Stockholders’
	Shares		Amount		Capital		Loss			Deficit			Equity
Balance January 1, 2025		30,540	$	31	$	246,565	$	1		$	(221,520	)	$	25,077
Stock-based compensation		–		–		1,009		–			–			1,009
At-the-market sale of stock, net of commissions and expenses		164		–		2,407		–			–			2,407
Net loss		–		–		–		–			(5,209	)		(5,209	)
Unrealized gain (loss) on available-for-sale securities		–		–		–		(1	)		–			(1	)
Balance March 31, 2025		30,704	$	31	$	249,981	$	–		$	(226,729	)	$	23,283
Stock-based compensation		28		–		1,278		–			–			1,278
Stock option exercises		173		–		905		–			–			905
At-the-market sale of stock, net of commissions and expenses		185		–		792		–			–			792
Net loss		–		–		–		–			(4,967	)		(4,967	)
Balance June 30, 2025		31,090	$	31	$	252,956	$	–		$	(231,696	)	$	21,291
Stock-based compensation		27		–		1,342		–			–			1,342
At-the-market sale of stock, net of commissions and expenses		393		1		1,969		–			–			1,970
Net loss		–		–		–		–			(5,573	)		(5,573	)
Balance September 30, 2025		31,510	$	32	$	256,267	$	–		$	(237,269	)	$	19,030

	Common Stock					Additional Paid-in		Other Comprehensive			Accumulated			Total Stockholders’
	Shares			Amount		Capital		Loss			Deficit			Equity
Balance January 1, 2024		26,107		$	26	$	221,229	$	–		$	(203,085	)	$	18,170
Stock-based compensation		275			–		1,024		–			–			1,024
Stock option exercises		13			–		86		–			–			86
Forfeiture of restricted stock issuance		(20	)		–		–		–			–			–
At-the-market sale of stock, net of commissions and expenses		510			1		3,949		–			–			3,950
Net loss		–			–		–		–			(4,822	)		(4,822	)
Unrealized gain (loss) on available-for-sale securities		–			–		–		(1	)		–			(1	)
Balance March 31, 2024		26,885		$	27	$	226,288	$	(1	)	$	(207,907	)	$	18,407
Stock-based compensation		65			–		987		–			–			987
Forfeiture of restricted stock issuance		(11	)		–		–		–			–			–
At-the-market sale of stock, net of commissions and expenses		669			1		2,441		–			–			2,442
Other sale		2			–		10		–			–			10
Net loss		–			–		–		–			(4,361	)		(4,361	)
Unrealized gain (loss) on available-for-sale securities		–			–		–		(6	)		–			(6	)
Balance June 30, 2024		27,610		$	28	$	229,726	$	(7	)	$	(212,268	)	$	17,479
Stock-based compensation		–			–		907		–			–			907
Forfeiture of restricted stock issuance		(12	)		–		–		–			–			–
At-the-market sale of stock, net of commissions and expenses		691			–		2,093		–			–			2,093
Net loss		–			–		–		–			(4,595	)		(4,595	)
Unrealized gain (loss) on available-for-sale securities		–			–		–		9			–			9
Balance September 30, 2024		28,289		$	28	$	232,726	$	2		$	(216,863	)	$	15,893

The accompanying notes are an integral part of these condensed financial statements.

Atomera Incorporated

Condensed Statements of Cash Flows

(Unaudited)

(in thousands)


	Nine Months Ended September 30,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(15,749	)	$	(13,778	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		35			42
Operating lease right of use asset amortization		188			176
Financing lease right of use asset amortization		726			823
Stock-based compensation		3,629			2,918
Net accretion of discounts on available-for-sale securities		(6	)		(135	)
Changes in operating assets and liabilities:
Accounts receivable		(131	)		(6	)
Unbilled contracts receivable		–			550
Interest receivable		10			34
Prepaid and other current assets		(186	)		(144	)
Accounts payable		124			(11	)
Accrued expenses		5			(50	)
Accrued payroll expenses		(216	)		(414	)
Operating lease liability		(218	)		(221	)
Deferred revenue		140			8
Net cash used in operating activities		(11,649	)		(10,208	)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment		(27	)		(6	)
Purchase of available-for-sale securities		–			(5,268	)
Maturity of available-for-sale securities		1,000			8,750
Net cash provided by investing activities		973			3,476

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from at-the-market sale of stock, net of commissions and expenses		5,169			8,485
Proceeds from exercise of stock options		905			86
Proceeds from stock sale		–			10
Payments on principal of financing lease		(854	)		(683	)
Net cash provided by financing activities		5,220			7,898

Net increase/(decrease) in cash and cash equivalents		(5,456	)		1,166

Cash and cash equivalents at beginning of period		25,778			12,591

Cash and cash equivalents at end of period	$	20,322		$	13,757

Supplemental information:
Cash paid for interest	$	51		$	85
Cash paid for taxes	$	–		$	–

The accompanying notes are an integral part of these condensed financial statements.

ATOMERA INCORPORATED

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

For the Three and Nine Months Ended September 30, 2025 and 2024

1.	NATURE OF OPERATIONS

Atomera Incorporated (“Atomera” or the “Company”) was incorporated in the state of Delaware in March 2007 under the name MEARS Technologies, Inc. and is engaged in the development, commercialization and licensing of proprietary processes and technologies for the semiconductor industry. On January 12, 2016, the Company changed its name to Atomera Incorporated.

Atomera is an early-stage company, having only limited revenue-generating activities, and is devoting substantially all its efforts toward technology research and development and to commercially licensing its technology to designers and manufacturers of integrated circuits.

2.	LIQUIDITY AND MANAGEMENT PLANS

At September 30, 2025, the Company had cash and cash equivalents of approximately $20.3 million and working capital of approximately $18.1 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.

On May 31, 2022, Atomera entered into an Equity Distribution Agreement with Oppenheimer & Co. Inc. and Craig-Hallum Capital Group LLC (“Craig-Hallum”), as agents, under which the Company offered and sold, from time to time at its sole discretion, shares of its $0.001 par value common stock in an at the market offering to or through the agents, having aggregate offering proceeds of up to $50.0 million (the “2022 ATM”). The 2022 ATM Facility expired on March 18, 2025.

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

During the nine months ended September 30, 2025, the Company 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 the Company 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.

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 March 4, 2025.

Basis of Presentation of Unaudited Condensed Financial Information

The unaudited condensed financial statements of the Company for the three and nine months ended September 30, 2025 and 2024 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, 2024 was derived from the audited financial statements included in the Company's financial statements as of and for the year ended December 31, 2024, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 4, 2025. 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 may also purchase short-term investments comprised 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 condensed balance sheets 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, net in the condensed statements of operations when incurred. Unrealized gains and losses are included in other comprehensive income (loss) on the condensed balance sheets.

Adoption of Recent Accounting Standards

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This new guidance requires entities on an annual basis to disclose specific categories in the income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. The guidance applies to annual periods beginning after December 15, 2024 on a prospective basis, (early adoption is permitted). The Company adopted this standard on January 1, 2025 for the annual period ending December 31, 2025. While the standard requires additional disclosures, the adoption did not have a material impact on the Company’s financial position, results of operations or financial statement disclosures.

Recent Accounting Standards

In November 2024, the FASB issued ASU 2024-03 (as clarified by ASU 2025-01 in January 2025), Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses) (“ASU 2023-03”), requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and for interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company does not believe ASU 2024-03 will have a material impact on its financial position, results of operations or financial statement disclosure.

In May 2025, the FASB issued ASU 2025-04 Compensation - Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer (“ASU 2025-04”) which clarifies the guidance on the accounting for share-based payment awards that are granted by an entity as consideration payable to its customer, with the intent to reduce diversity in practice and improve existing guidance by revising the definition of a “performance condition” and eliminating a forfeiture policy election for service conditions associated with share-based consideration payable to a customer. It also clarifies the guidance in Topic 606 on the variable consideration constraint does not apply to share-based consideration payable to a customer “regardless of whether an award’s grant date has occurred”. ASU 2025-04 will be effective for the annual periods beginning after December 15, 2026 with early adoption permitted. The Company does not believe ASU 2025-04 will have a material impact on its financial position, results of operations or financial statement disclosure.

In September 2025, the FASB issued ASU 2025-06 Intangibles—Goodwill and Other— Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). The amendments require that an entity capitalize software costs when both: management has authorized and committed to funding the software project; and it is probable that the project will be completed and the software will be used to perform the function intended (referred to as the “probable-to-complete recognition threshold”). In evaluating the probable-to-complete recognition threshold, an entity is required to consider whether there is significant uncertainty associated with the development activities of the software. ASU 2025-06 will be effective for the annual periods beginning after December 15, 2027. The Company does not believe ASU 2025-04 will have a material impact on its financial position, results of operations or financial statement disclosure.

4.	FAIR VALUE MEASUREMENTS

Accounting Standards Codification (“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, consists 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 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 September 30, 2025 and December 31, 2024 consisted of the following (in thousands):

Schedule of fair value measurements
	September 30, 2025
	Cost		Unrealized Gain/(Loss)		Accretion of Discount		Fair Value
Cash	$	260	$	–	$	–	$	260
Mutual funds		20,062		–		–		20,062
Total	$	20,322	$	–	$	–	$	20,322

	December 31, 2024
	Cost		Unrealized Gain/(Loss)		Accretion of Discount		Fair Value
Cash	$	1	$	–	$	–	$	1
Mutual funds		25,777		–		–		25,777
US agency bonds		976		1		18		995
Total	$	26,754	$	1	$	18	$	26,773

5.	REVENUE

The Company recognizes revenue in accordance with ASC 606. 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 at the time when goods or services are transferred and/or delivered to its customers. Revenue is recognized when the Company satisfies a performance obligation by transferring the product or service to the customer, either at a point in time or over time.. Revenue from MSTcad licenses is recognized over a period of time.

The following table provides information about disaggregated revenue by primary geographical markets and timing of revenue recognition (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Primary geographic markets
North America	$	11	$	22	$	15	$	112
Asia Pacific		–		–		–		–
Total	$	11	$	22	$	15	$	112

Timing of revenue recognition
Products and services transferred at a point in time	$	11	$	–	$	11	$	50
Products and services transferred over time		–		22		4		62
Total	$	11	$	22	$	15	$	112

Unbilled contracts receivable

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. The Company had no unbilled contracts receivable as of September 30, 2025.

Deferred Revenue

The Company records deferred revenue for customers that were issued invoices, but from which the Company has not yet recognized the revenue based on its revenue recognition policy. As of September 30, 2025, the Company has approximately $144,000 in deferred revenue that is expected to be recognized in the next 12 months.

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 (ii) vesting of restricted stock units and (iii) 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
	Nine Months Ended September 30,
	2025		2024
Stock Options		3,327		3,779
Unvested restricted stock units		608		–
Unvested restricted stock awards		278		512
Total		4,213		4,291

LEASES

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 and interest expense.

The Company’s lease agreement for an epitaxial deposition tool used in the development and marketing of the Company’s technology established a monthly lease payment of $150,000 per month. The lease contains a provision for an annual adjustment of lease payments based on tool availability and usage during the preceding 12 months and the adjusted payment is calculated on August 1 of each year of the lease. Effective August 1, 2023, the lease payments for this tool were adjusted to $137,650 per month for the period August 1, 2023 through July 31, 2024. This adjustment to the lease payments also resulted in a reduction in the right-of-use asset (“ROU”) and corresponding lease liability. Effective August 1, 2024, the lease payments for this tool were adjusted to $124,071 per month for the period August 1, 2024 through July 31, 2025. This adjustment to the lease payments also resulted in a reduction in the ROU and corresponding lease liability. Effective August 1, 2025, the lease payments for this tool were adjusted to $133,125 per month for the period August 1, 2025 through April 30, 2026. The final three months of the lease were prepaid at the commencement of the lease. This adjustment to the lease payments also resulted in a reduction in the ROU and corresponding lease liability.

In December 2024, the Company entered into a lease agreement for an expitaxial deposition tool in Tempe, Arizona, distinct form the tool previously mentioned. The term of this lease is for 12 months beginning on January 1, 2025 for $95,000 per month. Since the lease term is not for more than one year and there are no extension provisions in the lease, the future lease payments are not included in the lease obligations on the Company’s condensed balance sheets.

Lease expense for operating leases consists of the lease payments recognized on a straight-line basis over the lease term. Expenses for financing leases consists of the amortization expenses recognized on a straight-line basis over the lease term and interest expense. The components of lease costs were as follows (in thousands):

Schedule of lease costs
	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Financing lease costs:
Amortization of ROU assets	$	225	$	261	$	726	$	823
Interest on lease liabilities		12		30		51		104
Total financing lease costs	$	237	$	291	$	777	$	927

Operating lease costs:
Fixed lease costs	$	65	$	65	$	196	$	196
Variable lease costs		7		1		9		1
Short-term lease costs		287		261		858		783
Total operating lease costs	$	359	$	327	$	1,063	$	980

Future minimum payments under non-cancellable leases as of September 30, 2025 were as follows (in thousands):

Schedule of future minimum payments
For the Year Ended December 31,	Financing leases			Operating leases
Remaining 2025	$	318		$	42
2026		425			23
Total future minimum lease payments		743			65
Less imputed interest		(13	)		(1	)
Total lease liability	$	730		$	64

The table below provides supplemental information and non-cash activity related to the Company’s operating and financing leases (in thousands):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Operating cash flow information:
Cash paid for amounts included in the measurement of operating lease liabilities	$	63		$	60		$	227		$	241
Cash paid for amounts included in the measurement of financing liabilities	$	311		$	219		$	905		$	768
Non-cash activity:
Remeasurement of right-of-use assets and liabilities in financing lease	$	(119	)	$	(241	)	$	(119	)	$	(241	)

The table above does not include short-term leases that are one-year or less. The weighted average remaining discount rate is 5.25% for the Company’s financing leases and 5.57% for the Company’s operating leases. The weighted average remaining lease term is 0.8 years for the financing lease and 0.3 years for operating leases.

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 of common stock and restricted stock units. The 2017 Plan provides for the issuance of 3,750,000 shares of common stock. In May 2023, the Company’s shareholders approved its 2023 Stock Incentive Plan (“2023 Plan”). The 2023 plan provides for the issuance of 2,000,000 shares of common stock. In May 2025, Company’s shareholders approved an amendment to the 2023 Plan, adding an additional 1,750,000 shares to this plan. All employees (including officers and directors who are also employees), as well as all of the 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 and 2023 Plan. Generally, stock options, restricted stock and restricted stock units issued under the 2017 Plan and 2023 Plan vest over a period of one to four years from the date of grant. As of September 30, 2025, a total of approximately 2.5 million shares remain available for issuance under the plans.

The following table summarizes the stock-based compensation expense recorded in the Company’s results of operations for stock options, restricted stock awards and restricted stock units granted under the Company’s incentive plans (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025			2024
Research and development	$	542	$	381	$	1,537		$	1,156
General and administrative		796		506		2,135			1,614
Selling and marketing		4		20		(43	)		148
Total	$	1,342	$	907	$	3,629		$	2,918

As of September 30, 2025, there was approximately $7.4 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 2.0 years.

Stock Options:

The weighted average grant date fair value per share of the options granted under the Company’s Plans was $3.19 and $4.01 for the three and nine months ended September 30, 2025, respectively. The weighted average grant date fair value per share of the options granted under the Company’s Plans was $2.70 and $4.26 for the three and nine months ended September 30, 2024, respectively. The following table summarizes stock option activity during the nine months ended September 30, 2025 (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, 2025		3,793		$	6.64
Granted		6		$	4.63
Exercised		(173	)	$	5.23
Forfeited		(167	)	$	3.50
Expired		(132	)	$	5.99
Outstanding at September 30, 2025		3,327		$	6.89		3.64	$	379
Exercisable at September 30, 2025		2,929		$	6.91		3.05	$	341

Restricted Stock Awards:

The Company has issued restricted stock awards 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 award activity during the nine months ended September 30, 2025 (in thousands except per share data):

Schedule of restricted stock activity
	Number of Shares			Weighted-Average Grant Date Fair Value per Share
Outstanding at January 1, 2025		469		$	7.17
Vested		(191	)	$	7.26
Outstanding non-vested shares at September 30, 2025		278		$	7.10

Restricted Stock Units:

Beginning in January 2025, the Company began issuing restricted stock units (“RSUs”) to employees, directors and consultants and a portion of the RSUs issued are subject to time-based vesting and a portion are subject to performance-based vesting criteria. The fair value of time-based RSUs is based on the closing price on the day of grant and they vest over zero to four years. Awards of performance-based restricted stock units by the Company have a performance period of one, two and three years with the vesting of each award tranche dependent on the Company’s Total Shareholder Return (“TSR”) relative to the TSR of companies in the Russell 2000 Index over that tranche’s performance period. The fair value for performance-based awards is fixed at the grant date using a Monte Carlo simulation and the amount of compensation expense is not adjusted during the performance period regardless of changes in the level of TSR achievement.

The weighted average grant date fair value per share of the RSUs granted was $7.75. The following table summarizes all restricted stock unit activity during the nine months ended September 30, 2025 (in thousands except per share prices data):


	Time-Based Units			Performance- Based Units			Total Restricted Stock Units			Weighted-Average Grant Date Fair Value per Share
Outstanding at January 1, 2025		–			–			–		$	–
Granted		471			251			722		$	7.75
Vested		(54	)		–			(54	)	$	6.34
Forfeited		(30	)		(30	)		(60	)	$	8.21
Outstanding at September 30, 2025		387			221			608		$	7.83

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 September 30, 2025, or through the date these financial statements have been issued.

10.

EQUITY

On April 28, 2024, the Company sold 2,247 shares of its common stock to the Chief Executive Officer, Scott Bibaud, at a price of $4.45 per share, which was determined to be the fair market value on the date of the transaction. The total proceeds from the sale amounted to approximately $10,000.

11.

SEGMENT INFORMATION

The Company operates as a single operating segment. The Company's chief operating decision maker ("CODM") is its chief executive officer and chief financial officer who review financial information. The CODM uses total operating expense, operating margin and related impact on cash consumption to assess financial performance and allocate resources. These financial metrics are used by the CODM to make key operating decisions, such as the determination of the overall headcount, allocation of headcount, research and development expenditures, licensing and royalty rates offered to customers and capital expenditure commitments. The measure of assets is reported on the accompanying condensed balance sheets as total assets.

The following table presents selected financial information with respect to the Company’s single operating segment for the three and nine months ended September 30, 2025 and 2024:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Revenue	$	11		$	22		$	15		$	112
Less expenses ⁽¹⁾:
Employee related expenses		1,690			1,574			4,993			4,781
Stock-based compensation		1,342			907			3,629			2,918
Tool related expenses		588			600			1,811			1,851
Consulting expenses		158			190			414			581
Metrology and other outsourced research expenses		614			319			1,516			769
Intellectual property related expenses		339			370			992			943
Other operating items⁽²⁾		1,073			862			3,171			2,733
Operating margin		(5,793	)		(4,800	)		(16,511	)		(14,464	)
Other income (expense), net		220			205			762			686
Net loss	$	(5,573	)	$	(4,595	)	$	(15,749	)	$	(13,778	)

⁽¹⁾

Expenses classified as cost of revenue are included in the line items presented and not as a separate category.

⁽²⁾

Other operating expenses include items not listed above separately. These include travel and entertainment, professional development, information technology costs, office related costs, depreciation, other research and development costs, other sales and marketing costs and other general and administrative costs.

12.

SUBSEQUENT EVENTS

Management has evaluated subsequent events and transactions through the date these financial statements were issued.

Since September 30, 2025, the Company has issued approximately 171,000 additional shares through its ATM offering at an average price per share of $5.03 resulting in additional net proceeds of approximately $836,000, after deductions of commissions and expenses.

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 on Form 10-Q. Statements in this Quarterly Report 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, 2024 filed with the SEC on March 4, 2025. 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 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 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;

	·	manufacturers of semiconductor materials, principally 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 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.

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 (“Craig-Hallum”), as agents, under which we offered and sold, from time to time at our sole discretion, shares of our common stock in an at the market offering to or through the agents, having aggregate offering proceeds of up to $50.0 million (the “2022 ATM”). The 2022 ATM expired on March 18, 2025.

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.

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.

Results of Operations

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

Cash Flows from Operating, Investing and Financing Activities

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.

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.

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.

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.

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.

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.

Liquidity and Capital Resources

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.

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.

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.

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, 2024 filed with the SEC on March 4, 2025.

Item 3. Quantitative and Qualitative Disclosure about Market Risk.

Not applicable.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and principal financial and accounting officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. Based on this evaluation, management concluded that our disclosure controls and procedures were not effective as of September 30, 2025 because of the material weakness described below.

Changes in Internal Control over Financial Reporting

As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, management previously identified a material weakness in our internal controls because we did not design and implement effective controls over the review and approval of journal entries into our general ledger. In 2025, we implemented enhanced controls to review and approve journal entries. Management believes that the material weakness has been remediated, but it is in the process of testing to confirm that its enhanced controls and procedures are operating effectively. Otherwise, there have not been any changes to our internal controls over financial reporting (as defined by Rule 13a-15(f) and 15(d)-15(f) under the Exchange Act) during the three-month period ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II. Other Information

Item 1A. Risk Factors

The primary risk factors affecting our business have not changed materially from the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 4, 2025.

Item 5. Other Information

During the quarter ended September 30, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K

Item 6. Exhibits

The following is a list of exhibits filed as part of this Report on Form 10-Q:

Exhibit No.	Description	Method of filing

31.1	Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed electronically herewith

31.2	Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed electronically herewith

32.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)	Filed electronically herewith

101.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)	Filed electronically herewith
101.SCH	Inline XBRL Taxonomy Extension Schema Document	Filed electronically herewith
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document	Filed electronically herewith
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document	Filed electronically herewith
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document	Filed electronically herewith
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document	Filed electronically herewith
104	Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101).	Filed electronically herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ATOMERA INCORPORATED.

Date: October 29, 2025	By:	/s/ Scott A. Bibaud
		Scott A. Bibaud Chief Executive Officer,
		(Principal Executive Officer)
		and Director


Date: October 29, 2025	By:	/s/ Francis B. Laurencio
		Francis B. Laurencio
		Chief Financial Officer
		(Principal Financial and
		Accounting Officer)

SEC Form 10-Q filed by Atomera Incorporated