At September 30, 2022, the Company had cash and cash equivalents of
approximately $23.3 million and working capital of approximately $21.1 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.



The Company has primarily financed operations through private placements of
equity and debt securities, the Company's Initial Public Offering (the "IPO")
which was consummated on August 10, 2016, and subsequent public offerings of its
common stock. On May 31, 2022, Atomera entered into an Equity Distribution
Agreement with Oppenheimer & Co. Inc. and Craig-Hallum Capital Group LLC, as
agents, under which the Company may offer and sell, from time to time at its
sole discretion, shares of its $0.001 par value common stock, in "at the market"
offerings to or through the agent as its sales agent, having an aggregate
offering price of up to $50.0 million (the "ATM Facility").



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. The Company's operating plans for the next 12 months include
increased research and development expenses. For capital needs beyond the next
12 months, the Company currently expects to rely on its ATM, but the terms on
which any future stock sales will occur will depend on both market conditions
and the Company's business performance, so there can be no guarantee that funds
will be available on commercially reasonable terms.



3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Significant accounting policies


There have been no material changes in the Company's significant accounting
policies to those previously disclosed in the Company's Annual Report on Form
10-K filed with the Securities and Exchange Commission ("SEC") on February

15,
2022.


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, 2022 and 2021 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, 2021, was derived from the
audited financial statements included in the Company's financial statements as
of and for the year ended December 31, 2021, included in the Company's Annual
Report on Form 10-K filed with the SEC on February 15, 2022. These unaudited
condensed financial statements should be read in conjunction with that report.





  7





Adoption of recent accounting standards





In August 2020, the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Update ("ASU") No. 2020-06, Debt with Conversion and other
Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's
Own Equity (Subtopic 815-40). The new guidance eliminates the beneficial
conversion and cash conversion accounting models for convertible instruments. It
also amends the accounting for certain contracts in an entity's own equity that
are currently accounted for as derivatives because of specific settlement
provisions. In addition, the new guidance modifies how particular convertible
instruments and certain contracts that may be settled in cash or shares impact
the diluted earnings per share computation The Company adopted this standard on
January 1, 2022 and it did not have a material impact on its financial position,
results of operations or financial statement disclosure.



4. REVENUE




The Company recognizes revenue in accordance with Accounting Standards
Codification ("ASC") No. 606. The Company generates revenues from engineering
service contracts, license agreements and joint development agreements. The
amount of revenue that the Company recognizes reflects the consideration it
expects to receive in exchange for goods or services and such revenue is
recognized when the Company satisfies a performance obligation by transferring
the product or service to the customer. When the Company's performance
obligation is the promise to grant a license, revenue is recognized either at a
point in time (such as a right to uselicensed technology that is under the
customer's control). Or over time (typically a right to access technology
without obtaining control).



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



Schedule of disaggregated revenue
and timing of revenue
                                            Three Months Ended September 30,                 Nine Months Ended September 30,
                                           2022                          2021                2022                      2021
Primary geographic markets
North America                         $             2               $             -     $            77           $             -
Asia Pacific                                        -                             -                 300                       400
Total                                 $             2               $             -     $           377           $           400

Timing of revenue recognition
Products and services transferred
at a point in time                    $             -               $             -     $           375           $           400
Products and services transferred
over time                                           2                             -                   2                         -
Total                                 $             2               $             -     $           377           $           400



Unbilled contracts receivable and deferred revenue





Timing of revenue recognition may differ from the timing of invoicing customers.
Accounts receivable includes amounts billed and currently due from customers.
Unbilled contracts receivable represents unbilled amounts expected to be
received from customers in future periods, where the revenue recognized to date
exceeds the amount billed, and the right to receive payment is subject to the
underlying contractual terms. Unbilled contracts receivable amounts may not
exceed their net realizable value and are classified as long-term assets if the
payments are expected to be received more than one year from the reporting date.



5. BASIC AND DILUTED LOSS PER SHARE






Basic net loss per share is calculated by dividing the net loss by the
weighted-average number of shares outstanding for the period. Diluted net loss
per share is computed by dividing the net loss attributable to common
stockholders by the sum of the weighted average number of shares of common stock
outstanding and the dilutive common stock equivalent shares outstanding during
the period. The Company's potentially dilutive common stock equivalent shares,
which include incremental common shares issuable upon (i) the exercise of
outstanding stock options and warrants and (ii) vesting of restricted stock
units and restricted stock awards, are only included in the calculation of
diluted net loss per share when their effect is dilutive. Since the Company has
had net losses for all periods presented, all potentially dilutive securities
are anti-dilutive. Accordingly, basic and diluted net loss per share are equal.





  8





The following potential common stock equivalents were not included in the calculation of diluted net loss per common share because the inclusion thereof would be anti-dilutive (in thousands):

Schedule of anti dilutive shares


                                      Three and Nine Months Ended
                                             September 30,
                                       2022                2021
Stock Options                              3,019               2,975
Unvested restricted stock                    403                 452
Warrants                                       -                   1
Total                                      3,422               3,428




6. 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, variable lease costs and interest expense. The Company's
lease agreement for a tool used in the development and marketing of the
Company's technology contains a provision for an annual adjustment of lease
payments based on tool availability and usage. The potential lease payment
adjustment is determined on August 1 of each year of the lease and is calculated
based on the tool availability and usage for the preceding 12 months. Effective
August 1, 2022, the lease payments for this tool were reduced to $100,824per
month for the period August 1, 2022 through July 31, 2023. This adjustment to
the variable lease payments resulted in a reduction in ROU and corresponding
lease liability. The components of lease costs were as follows (in thousands):

Components of lease costs
                                   Three Months Ended           Nine Months Ended
                                      September 30,                September 30,
                                  2022            2021           2022           2021

Financing lease costs:
Amortization of ROU assets      $     300       $     211     $       938       $ 211

Interest on lease liabilities          60              52             200  

       52
Total financing lease costs     $     360       $     263     $     1,138       $ 263

Operating lease costs:
Fixed lease costs               $      62       $      63     $       186       $ 177
Short-term lease costs                  9              10              29          32
Total operating lease costs     $      71       $      73     $       215       $ 209

Future minimum payments under non-cancellable leases as of September 30, 2022 were as follows (in thousands):



Schedule of future minimum lease payments
For the Year Ended December 31,              Financing leases      Operating leases
Remaining 2022                              $              240     $              86
2023                                                     1,161                   271
2024                                                     1,436                   278
2025                                                     1,436                   284
2026 & thereafter                                          479                    21

Total future minimum lease payments         $            4,752     $       

     940
Less imputed interest                                     (455 )                 (81 )
Total lease liability                       $            4,297     $             859






  9






The table above reflects minimum payments used to calculate our liability under
our leases but do not reflect future variable lease payment such as the modified
monthly payment under the terms of the financing lease for our tool, as
discussed above.



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



Supplemental non-cash activity
related to operating leases
                                             Three Months Ended               Nine Months Ended
                                               September 30,                    September 30,
                                           2022              2021           2022             2021
Operating cash flow information:
Cash paid for amounts included in the
measurement of operating lease
liabilities                             $        53       $       52     $       161      $       90
Cash paid for amounts included in the
measurement of financing liabilities    $       280       $        -     $       998      $        -
Non-cash activity:
Right-of-use assets obtained in
exchange for operating lease
obligations                             $         -       $        -     $         -      $      382
Right-of-use assets obtained in
exchange for financing lease
obligations                             $         -       $    6,383     $         -      $    6,383
Remeasurement of right-of-use asset
and liability in financing lease
obligations                             $      (458 )     $        -     $      (458 )    $        -



The weighted average remaining discount rate is 5.25% for the Company's operating and financing leases. The weighted average remaining lease term is 3.4 years for operating leases and 3.8 years for the financing lease.





In October 2016, the Company entered into a lease agreement for approximately
200 square feet of office space in Cambridge, Massachusetts. The lease, with
current monthly payments of $2,942 per month, commenced on October 24, 2016.
Because the lease is month to month and can be cancelled with a 30-day notice,
the future lease payments are not included in the Company's lease accounting
under ASC Topic 842.



7. WARRANTS



A summary of warrant activity for nine months ended September 30, 2022 is as follows (in thousands except per share amounts and contractual term):

Schedule of warrant activity


                                                                             Weighted
                                                           Weighted           Average
                                                           Average           Remaining
                                                           Exercise         Contractual
                                         Number of        Prices per         Term (In           Intrinsic
                                           Shares           Share             Years)              Value
Outstanding at January 1, 2022                     1     $      33.75
Forfeited                                         (1 )   $      33.75
Outstanding and exercisable at
September 30, 2022                                 -     $          -                   -                  -








  10








8. STOCK BASED COMPENSATION




In May 2017, the Company's shareholders approved its 2017 Stock Incentive Plan
("2017 Plan") after its 2007 Stock Incentive Plan ("2007 Plan") had expired in
March 2017. The 2017 Plan provides for the grant of non-qualified stock options
and incentive stock options to purchase shares of the Company's common stock and
for the grant of restricted and unrestricted shares. The 2017 Plan provides for
the issuance of 3,750,000 shares of common stock. All of the Company's employees
and any subsidiary employees (including officers and directors who are also
employees), as well as all of the Company's nonemployee directors and other
consultants, advisors and other persons who provide services to the Company are
eligible to receive incentive awards under the 2017 Plan. Generally, stock
options and restricted stock issued under the 2017 Plan vest over a period of
one to four years from the date of grant.



The following table summarizes the stock-based compensation expense recorded in
the Company's results of operations during the three and nine months ended
September 30, 2022 and 2021 for stock options and restricted stock granted under
the 2017 Plan and 2007 Plan (in thousands):

Schedule of stock-based compensation
expense
                                             Three Months Ended               Nine Months Ended
                                                September 30,                   September 30,
                                           2022              2021            2022            2021
Research and development                $       305       $       267     $       844     $      757
General and administrative                      518               442           1,446          1,451
Selling and Marketing                            66                47             184            126
Total                                   $       889       $       756     $     2,474     $    2,334




As of September 30, 2022, there was approximately $7.2 million of total
unrecognized compensation expense related to unvested share-based compensation
arrangements. This cost is expected to be recognized over a weighted-average
period of 2.1 years.



The weighted average grant date fair value per share of the options granted
under the Company's 2017 Plan was $8.48 and $10.37 for the three and nine months
ended September 30, 2022, respectively. The weighted average grant date fair
value per share of the options granted under Company's 2017 Plan was $13.77 and
$15.29 for the three and nine months ended September 30, 2021, respectively.



The following table summarizes stock option activity during the nine months ended September 30, 2022 (in thousands except exercise prices and contractual terms):

Schedule of stock option activity


                                                         Weighted-          Weighted-
                                                          Average            Average
                                                          Exercise          Remaining
                                         Number of       Prices per        Contractual         Intrinsic
                                          Shares           Share         Term (In Years)         Value
Outstanding at January 1, 2022                2,869     $       6.64
Granted                                         196     $      14.21
Exercised                                       (35 )   $       5.80
Forfeited                                        (3 )   $      28.66
Expired                                          (8 )   $      33.09
Outstanding at September 30, 2022             3,019     $       7.05                 5.32     $    11,393
Exercisable at September 30, 2022             2,519     $       6.41
         4.75     $     9,894




During the nine months ended September 30, 2022, the Company granted options
under the 2017 Plan to purchase approximately 196,000 shares of its common stock
to its employees. The fair value of these options was approximately $2.0 million
at the time of grant.





  11






The Company issues restricted stock to employees, directors and consultants and
estimates the fair value based on the closing price on the day of grant. The
following table summarizes all restricted stock activity during the nine months
ended September 30, 2022 (in thousands except per share data):

Schedule of restricted stock option activity


                                                                            Weighted-Average
                                                         Number of        Grant Date Fair Value
                                                           Shares               per Share

Outstanding at January 1, 2022                                    386     $

               6.75
Granted                                                           194     $               14.41
Vested                                                           (177 )   $                7.47

Outstanding non-vested shares at September 30, 2022               403     $

              10.11



During the nine months ended September 30, 2022 the Company granted approximately 194,000 restricted stock awards under the 2017 Plan to its employees and directors. The fair value of these awards was approximately $2.8 million at the time of grant.





9. PROVISION FOR INCOME TAXES




The Company recorded a provision for income taxes of approximately $17,000 and
$48,000 during the three and nine months ended September 30, 2021, respectively.
The provision is for withholding of income taxes accrued in foreign
jurisdictions where we have income. The Company recorded the provision in
accordance with ASC 740 using its estimated annual tax rate and applied it to
the net loss for the three and nine months ended September 30, 2021. The Company
did not incur withholding of income taxes for the three or nine months ended
September 30, 2022.


10. 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, 2022, or through the date these financial statements have been issued.





11. SUBSEQUENT EVENTS



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









  12





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





The following discussion and analysis of the financial condition and results of
operations of Atomera Incorporated should be read in conjunction with our
financial statements and the accompanying notes that appear elsewhere in this
Quarterly Report. Statements in this Quarterly Report on Form 10-Q include
forward-looking statements based upon current expectations that involve risks
and uncertainties, such as our plans, objectives, expectations and intentions.
We use words such as "anticipate," "estimate," "plan," "project," "continuing,"
"ongoing," "expect," "believe," "intend," "may," "will," "should," "could," and
similar expressions to identify forward-looking statements. Although
forward-looking statements in this Quarterly Report reflect the good faith
judgment of our management, such statements can only be based on facts and
factors currently known by us. Consequently, forward-looking statements are
inherently subject to risks, uncertainties, and changes in condition,
significance, value and effect, including those risk factors set forth in our
Annual Report on Form 10-K for the year ended December 31, 2021 filed with the
SEC on February 15, 2022. Such risks, uncertainties and changes in condition,
significance, value and effect could cause our actual results to differ
materially from those expressed herein and in ways not readily foreseeable.
Readers are urged not to place undue reliance on these forward-looking
statements, which speak only as of the date of this Quarterly Report and are
based on information currently and reasonably known to us. We undertake no
obligation to revise or update any forward-looking statements in order to
reflect any event or circumstance that may arise after the date of this
Quarterly Report. Readers are urged to carefully review and consider the various
disclosures made in this Quarterly Report, which attempt to advise interested
parties of the risks and factors that may affect our business, financial
condition, results of operations and prospects.



Overview



We are engaged in the business of developing, commercializing and licensing
proprietary processes and technologies for the $550+ billion semiconductor
industry. Our lead technology, named Mears Silicon Technology™, or MST®, is a
thin film of reengineered silicon, typically 100 to 300 angstroms (or
approximately 20 to 60 silicon atomic unit cells) thick. MST can be applied as a
transistor channel enhancement to CMOS-type transistors, the most widely used
transistor type in the semiconductor industry. MST is our proprietary and
patent-protected performance enhancement technology that we believe addresses a
number of key engineering challenges facing the semiconductor industry. We
believe that by incorporating MST, transistors can be made smaller, with
increased speed, reliability and power efficiency. In addition, since MST is an
additive and low-cost technology, we believe it can be deployed on an industrial
scale, with machines commonly used in semiconductor manufacturing. We believe
that MST can be widely incorporated into the most common types of semiconductor
products, including analog, logic, optical and memory integrated circuits.



We do not intend to design or manufacture integrated circuits directly. Instead,
we develop and license technologies and processes that we believe offer the
designers and manufacturers of integrated circuits a low-cost solution to the
industry's need for greater performance and lower power consumption. Our
customers and partners include:



· foundries, which manufacture integrated circuits on behalf of fabless


       manufacturers;



· integrated device manufacturers, or IDMs, which are the fully-integrated


       designers and manufacturers of integrated circuits;



· fabless semiconductor manufacturers, which are designers of integrated

circuits that outsource the manufacturing of their chips to foundries;

· original equipment manufacturers, or OEMs, that manufacture the epitaxial,


       or epi, machines used to deposit semiconductor layers, such as the MST
       film, onto silicon wafers; and



· electronic design automation companies, which make tools used throughout


       the industry to simulate performance of semiconductor products using
       different materials, design structures and process technologies.




Our commercialization strategy is to generate revenue through licensing
arrangements whereby foundries, IDMs and fabless semiconductor manufacturers pay
us a license fee for their right to use MST technology in the manufacture of
silicon wafers as well as a royalty for each silicon wafer or device that
incorporates our MST technology. We also license our MSTcadTM software to our
customers for use in simulating the effects of using MST technology on their
wafers and/or devices. To date, we have generated revenue from (i) licensing
agreements with two IDMs, one fabless manufacturer and one foundry, (ii) a joint
development agreement, or JDA, with a leading semiconductor provider, (iii)
engineering services provided to foundries, IDMs and fabless companies and

(iv)
licensing MSTcad.





  13





We were organized as a Delaware limited liability company under the name Nanovis LLC on November 26, 2001. On March 13, 2007, we converted to a Delaware corporation under the name Mears Technologies, Inc. On January 12, 2016, we changed our name to Atomera Incorporated.





On May 31, 2022, we entered into an Equity Distribution Agreement with
Oppenheimer & Co. Inc and Craig-Hallum Capital Group LLC, as agents, under which
we may offer and sell, from time to time at our sole discretion, shares of our
common stock having an aggregate offering price of up to $50.0 million in an
"at-the-market" or ATM offering, to or through the agents. During the three
months ended September 30, 2022, approximately 386,000 shares were sold at an
average price per share of approximately $12.34, resulting in approximately $4.6
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 integration engineering services, integration license
agreements, a manufacturing license granted under a JDA and licensing of MSTcad.
In the future, we expect to collect increased fees from license agreements and
JDAs as well as royalties from customer sales of products that incorporate our
MST technology, subject to our ability to enter into manufacturing and
distribution license agreements with our current and future licensees. Our
integration services consist of depositing our MST film on semiconductor wafers,
delivering such wafers to customers to finalize building devices, and performing
tests for customers evaluating MST. The integration license agreements we have
entered into grant the licensees the right to build products that integrate our
MST technology deposited by us onto their semiconductor wafers, but the
agreements do not grant the licensees the rights to manufacture MST-enabled
wafers in their facilities or to sell products incorporating MST. Our JDA
included the grant of a manufacturing license to our customer and we were paid
for such license upon delivery of our IP transfer package which enabled our
customer to install MST in a tool in their facility and to use it to manufacture
wafers for internal use. This JDA also contained targeted technical
specifications that, if met, would result in payment of a success fee to us.
Those technical objectives were met and we have collected the success fee.



For revenue recognition purposes, we have determined that the grant of rights in
integration licenses is not distinct from the delivery of integration services,
and therefore revenue from both integration licenses and integration services is
recognized as the services are provided to the customer. In general, this is
proportionate to the delivery of MST processed wafers to the customer, but if
the agreements do not specify a time and quantity of wafer delivery, we will
record revenue over the period of time of which we anticipate delivering an
estimated quantity of wafers. We have also determined that the grant of our
manufacturing license under the JDA confers a right to use our technology and
accordingly revenue was recognized at the point in time when we delivered our IP
transfer package. The success fee under our JDA was treated as engineering
services revenue and recognized upon our customer's confirmation that the JDA's
technical objectives had been met. Our licensing of MSTcad grants customers the
right to use MSTcad software to simulate the effects of incorporating MST
technology into their semiconductor manufacturing process. Such MSTcad licenses
are granted on a monthly basis and revenue is recognized over time.



Revenue for the three months ended September 30, 2022 and 2021 was $2,000 and
$0, respectively. Revenue for the three months ended September 30, 2022
consisted of MSTcad licensing. Revenue for the nine months ended September 30,
2022 and 2021 was $377,000 and $400,000, respectively. Our revenue for the nine
months ended September 30, 2022 consisted of a success fee pursuant to our JDA,
a license fee paid under an integration license agreement and MSTcad license
revenue. Our revenue for the nine months ended September 30, 2021 consisted of a
manufacturing license fee pursuant to our JDA.



Cost of revenue. Cost of revenue consists of costs of materials, as well as
direct compensation and expenses incurred to provide support for our success fee
and wafers delivered as part of the integration license agreement. Cost of
revenue was not recorded for the three months ended September 30, 2022 or 2021.
Cost of revenue was approximately $81,000 and $0 for the nine months ended
September 30, 2022 and 2021, 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, 2022 and 2021, our operating expenses totaled
approximately $4.7 million and $4.1 million, respectively. For the nine months
ended September 30, 2022 and 2021, our operating expenses totaled approximately
$13.4 million and $11.9 million respectively.





  14






Research and development expense. To date, our operations have focused on the
research, development, patent prosecution, and commercialization of our MST
technology and related technologies such as MSTcad. Our research and development
costs primarily consist of payroll and benefit costs for our engineering staff
and costs of outsourced fabrication (including epi tool leases) and metrology of
semiconductor wafers incorporating our MST technology.



For the three months ended September 30, 2022 and 2021, we incurred
approximately $2.7 million and $2.2 million, respectively, of research and
development expense, an increase of approximately $511,000, or 23%. The increase
was primarily due to approximately $315,000 of outsourced research and
development, approximately $110,000 in recruiting fees for newly-hired employees
and approximately $64,000 in consulting fees.



For the nine months ended September 30, 2022 and 2021, we incurred approximately
$7.5 million and $6.5 million, respectively, of research and development
expense, an increase of approximately $985,000, or 15%. The increase was
primarily due to approximately $908,000 of tool lease related expenses as the
tool lease commenced in August 2021, an increase of approximately $70,000 in
recruiting costs for newly-hired employees and an increase in stock-based
compensation of approximately $86,000 The increases in these costs was partly
offset by a reduction in payroll-related expense of approximately $183,000.



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 $1.6 million in both the three months ended September 30,
2022 and 2021, representing a decrease of approximately $70,000, or 4%. The
decrease is primarily related to reduced patent-related costs offset by higher
payroll-related costs and stock-based compensation.



General and administrative costs for the nine months ended September 30, 2022
and 2021 were approximately $4.9 million and $4.7 million, respectively,
representing an increase of approximately $226,000, or 5%. The increase in costs
was primarily due to increases of approximately $107,000 in employee-related
costs and $95,000 in insurance expenses.



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, 2022 and 2021 were approximately $347,000 and
$267,000, respectively, representing an increase of approximately $80,000, or
30%. The increase in costs is primarily related to increased costs related to
payroll, travel and stock-based compensation.



Selling and marketing expenses for the nine months ended September 30, 2022 and
2021 were approximately $1.0 million and $670,000, respectively, representing an
increase of approximately $349,000, or 52%. The increase in costs is primarily
related to increased spending in employee-related costs of approximately
$117,000, an increase in outsourced marketing expenses of approximately $88,000
and an increase in stock-based compensation of approximately $58,000.



Interest income. Interest income for three months ended September 30, 2022 and
2021 was approximately $113,000 and $2,000, respectively. Interest income for
the nine months ended September 30, 2022 and 2021 was approximately $151,000 and
$7,000, respectively. Interest income for each period related to interest earned
on our cash and cash equivalents.



Interest expense. Interest expense for the three and nine months ended September
30, 2022 was approximately $60,000 and $200,000, respectively. Interest expense
was approximately $52,000 for each of the three and nine months ended September
30, 2021. Interest expense is related to the tool financing lease entered into
in August 2021.



Provision for income taxes. The provision for income tax for the three and nine
months ended September 30, 2021 was approximately $17,000 and $48,000,
respectively, and related to income taxes due to a foreign country arising from
withholding taxes imposed on payments received for revenue. There was no
provision for income tax recorded for the three or nine months ended September
30, 2022.







  15





Cash Flows from Operating, Investing and Financing Activities


Net cash used in operating activities of approximately $9.6 million for the nine
months ended September 30, 2022 resulted primarily from our net loss of
approximately $13.2 million offset by approximately $2.5 million stock-based
compensation and approximately $1.1 million in amortization of right-of-use
assets.



Net cash used in operating activities of approximately $9.4 million for the nine
months ended September 30, 2021 resulted primarily from our net loss of
approximately $11.5 million and an increase of approximately $297,000 in prepaid
expenses and other assets, offset by approximately $2.3 million of stock-based
compensation.



Net cash used in investing activities of approximately $26,000 for the nine
months ended September 30, 2022 and approximately $102,000 for the nine months
ended September 30, 2021 consisted of the purchase of computers, lab tools and
leasehold improvements for the remodeled Los Gatos office space and lab tools to
use with the epi tool leased in Tempe, Arizona.



Net cash provided by financing activities of approximately $4.2 million for the
nine months ended September 30, 2022 primarily related to the net proceeds from
our ATM offering, offset by the principal payments on our financing lease.



Net cash provided by financing activities of approximately $3.4 million for the
nine months ended September 30, 2021 related to the exercise of approximately
506,000 stock options and net proceeds from our at-the-market offering which
began in September 2020 and concluded in January 2021.



Liquidity and Capital Resources

As of September 30, 2022, we had cash and cash equivalents of approximately $23.3 million and working capital of approximately $21.1 million. For the nine months ended September 30, 2022, we had a net loss of approximately $13.2 million and used approximately $9.6 million of cash and cash equivalents in operations. Since inception, we have incurred recurring operating losses.

During the three months ended September 30, 2022, we sold approximately 386,000 shares pursuant to our ATM at an average price per share of approximately $12.34, resulting in approximately $4.6 million of net proceeds to us after deducting commissions and other offering expenses.





We believe that our available working capital is sufficient to fund our
presently forecasted working capital requirements for, at least, the next 12
months following the date of the filing of this report. However, our future
capital requirements and the adequacy of our available funds will depend on many
factors, including our ability to successfully commercialize our MST technology,
competing technological and market developments, and the need to enter into
collaborations with other companies or acquire technologies to enhance or
complement our current offerings. If we are not able to generate sufficient
revenue from license fees and royalties in a timeframe that satisfies our cash
needs, we will need to raise more capital. In the event we require additional
capital, we will endeavor to acquire additional funds through various financing
sources, including our ATM Facility, follow-on equity offerings, debt financing
and joint ventures with industry partners. In addition, we will consider
alternatives to our current business plan that may enable to 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 its 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, 2021 filed with the SEC on February 15, 2022.







  16

© Edgar Online, source Glimpses