At March 31, 2023, the Company had cash, cash equivalents and short-term
investments of approximately $17.1 million and working capital of approximately
$14.9 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, ("ATM"), to or through the agent as its sales agent, having an
aggregate offering price of up to $50.0 million. During the three months ended
March 31, 2023, the Company sold approximately 50,000 shares pursuant to our ATM
at an average price per share of approximately $6.40, resulting in approximately
$274,000 of net proceeds to us 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. If the Company is not able to generate sufficient revenue
from license fees and royalties in a timeframe that satisfies its cash needs, it
will need to raise more capital. In the event it requires additional capital, it
will endeavor to acquire additional funds through various financing sources,
including the ATM Facility, follow-on equity offerings, debt financing and joint
ventures with industry partners. In addition to use of the ATM Facility and
other capital raising alternatives, the Company will consider alternatives to
our current business plan that may enable it to achieve revenue-producing
operations and meaningful commercial success with a smaller amount of capital.
If the Company is unable to secure sufficient additional capital, it may be
required to curtail our research and development initiatives and take additional
measures to reduce costs in order to conserve cash.







  8




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,
2023.


Basis of presentation of unaudited condensed financial information





The unaudited condensed financial statements of the Company for the three months
ended March 31, 2023 and 2022 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, 2022 was derived from the audited financial
statements included in the Company's financial statements as of and for the year
ended December 31, 2022, included in the Company's Annual Report on Form 10-K
filed with the SEC on February 15, 2023. 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's portfolio of short-term investments is comprised solely 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 consolidated balance sheet 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 (expense), net in the consolidated statements of operations.

Adoption of recent accounting standards


From time to time, new accounting standards are issued by the FASB that are
adopted by the Company as of the specified effective date. No new accounting
standards, issued or effective during the period ended March 31, 2023, have had
or are expected to have a significant impact on the Company's financial
statements.







  9






4.    FAIR VALUE MEASUREMENTS



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, is comprised 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 that 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 March 31, 2023 and December 31, 2022 consisted of the following (in thousands):





Fair value
measurements                         March 31, 2023                                       December 31, 2022
                                     Unrealized
                      Cost           Gain/(Loss)         Fair Value        Cost        Unrealized Gain/Loss       Fair Value
Cash                $     167     $               -     $        167     $       1     $                   -     $          1
Money market
funds                  10,957                     -           10,957        21,183                         -           21,183
US treasury bills       1,963                     -            1,963             -                         -                -
US agency bonds         3,967                    (2 )          3,965             -                         -                -
Total               $  17,054     $              (2 )   $     17,052     $  21,184     $                   -     $     21,184




Interest receivable of approximately $46,000 as of March 31, 2023 is recorded in
prepaids and other current assets in the condensed consolidated balance sheets.
This includes approximately $14,000 of purchased accrued interest. For the
period ended December 31, 2022, there was $0 interest receivable recorded in the
condensed consolidated balance sheets.







  10






5. 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 use licensed 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
                                                                  March 31,
                                                            2023            2022
Primary geographic markets
North America                                              $     -         $    75
Asia Pacific                                                     -             300
Total                                                      $     -         $   375

Timing of revenue recognition

Products and services transferred at a point in time       $     -         $   375
Products and services transferred over time                      -         

     -
Total                                                      $     -         $   375

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.













  11





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 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.



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 Months Ended
                                           March 31,
                                       2023          2022
Stock Options                            3,374        3,008
Unvested restricted stock                  582          493
Warrants                                     -            1
Total                                    3,956        3,502




7. 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 $100,824 per
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
                                        March 31,
                                  2023            2022

Financing lease costs: Amortization of ROU assets $ 291 $ 319 Interest on lease liabilities 53

              71
Total financing lease costs     $     344       $     390

Operating lease costs:
Fixed lease costs               $      62       $      62
Short-term lease costs                297              11
Total operating lease costs     $     359       $      73










  12





Future minimum payments under non-cancellable leases as of March 31, 2023 were as follows (in thousands):



Schedule of future minimum lease payments
For the Year Ended December 31,                       Financing leases     

Operating leases
Remaining 2023                                       $              839     $             198
2024                                                              1,436                   278
2025                                                              1,436                   284
2026                                                                478                    21
2027 & thereafter                                                     -                     -

Total future minimum lease payments                  $            4,189    

$             781
Less imputed interest                                              (266 )                 (59 )
Total lease liability                                $            3,923     $             722



The table above does not include our short-term leases that are one-year or less.

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
and financing leases
                                                              Three Months Ended
                                                                   March 31,
                                                           2023                2022

Operating cash flow information: Cash paid for amounts included in the measurement of operating lease liabilities

                            $          56       

$ 54 Cash paid for amounts included in the measurement of financing liabilities

                                  $         241       $         359
Non-cash activity:
Right-of-use assets obtained in exchange for
operating lease obligations                            $           -       $           -
Right-of-use assets obtained in exchange for
financing lease obligations                            $           -      

$           -



The weighted average remaining discount rate is 5.25% for the Company's operating and financing leases. The weighted average remaining lease term is 2.9 years for operating leases and 3.3 years for the financing lease.


Effective May 1, 2023, the Company will lease an additional 404 square feet at
its Tempe office location under an amendment to its current lease. The monthly
rent payment will increase from $1,277 per month to $2,365 per month and will be
accounted for as a modification to the lease under ASC 842 at the time of
commencement.



The Company recently terminated its office lease in Cambridge, Massachusetts as
of March 31, 2023. The cost of the lease was $2,942 per month. In December 2022,
the Company entered into a lease agreement for a tool in Tempe, Arizona. The
term of this lease is for six months beginning on January 1, 2023 with an option
to extend the lease for an additional six months. The initial lease terms were
$96,000 per month. In March 2023, the Company elected to extend the lease
through December 31, 2023, the remaining lease payments will be reduced to
$84,000 over the remainder of the lease. Since the lease and extension are not
for more than one year, the future lease payments are not included in the lease
obligations on the Company's condensed balance sheets.







  13






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 months ended March 31, 2023
and 2022 for stock options and restricted stock granted under the Company's
incentive plans (in thousands):

Schedule of stock-based compensation expense


                                                   Three Months Ended
                                                        March 31,
                                                  2023            2022
Research and development                        $     328       $     244
General and administrative                            525             429
Selling and Marketing                                  74              53
Total                                           $     927       $     726




As of March 31, 2023, there was approximately $9.2 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 2.9
years.


The weighted average grant date fair value per share of the options granted under the Company's 2017 Plan was $4.95 and $10.60 for the three months ended March 31, 2023 and 2022, respectively.

The following table summarizes stock option activity during the three months ended March 31, 2023 (in thousands except exercise prices and contractual terms):

Schedule of stock option activity


                                                                                 Weighted-
                                                           Weighted-              Average
                                                            Average              Remaining
                                        Number of           Exercise            Contractual         Intrinsic
                                         Shares         Prices per Share      Term (In Years)         Value
Outstanding at January 1, 2023               3,009     $             7.07
Granted                                        375     $             6.56
Exercised                                      (10 )   $             3.90
Outstanding at March 31, 2023                3,374     $             7.02                 5.38     $     2,430
Exercisable at March 31, 2023                2,649     $             6.49  

              4.40     $     2,121






  14






During the three months ended March 31, 2023, the Company granted options under
the 2017 Plan to purchase approximately 375,000 shares of its common stock to
its employees. The fair value of these options was approximately $1.9 million at
the time of grant.



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 three months
ended March 31, 2023 (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, 2023                                      340    

$               10.78
Granted                                                             297     $                6.56
Vested                                                              (55 )   $                7.62

Outstanding non-vested shares at March 31, 2023                     582    

$                8.93




During the three months ended March 31, 2023, the Company granted approximately
297,000 restricted stock awards under the 2017 Plan to its employees and
directors. The fair value of these awards was approximately $2.0 million at

the
time of grant.



On February 23, 2023, the Company's Board of Directors approved the Atomera
Incorporated 2023 Stock Incentive Plan ("2023 Plan"). The 2023 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 2023 Plan, as amended in April 2023, provides for the
issuance of 2,000,000 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 will
be eligible to receive incentive awards under the 2023 Plan. The 2023 Plan has
been submitted to the stockholders for approval at the Company's 2023 annual
meeting of stockholders to be held on May 4, 2023.



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 March 31, 2023, or through the date these financial
statements have been issued.









  15






10. SUBSEQUENT EVENTS



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





Since March 31, 2023 the Company has issued an additional 82,322 shares through
its ATM offering at an average price per share of $5.73 resulting in additional
net proceeds of approximately $458,000.



On April 17, 2023 the Company amended the lease agreement related to its office
space in Tempe, Arizona to add 404 square feet to its existing office lease
effective on May 1, 2023 through February 28, 2026 (coterminous with the current
Tempe lease) and will bring the total leased office space in Tempe to 878 square
feet.



License Agreement. On April 26, 2023, the Company announced the execution of a
commercial license agreement with STMicroelectronics ("ST"). This agreement
enables ST to install the Company's Mears Silicon Technology™, or MST®, in its
facilities and authorizes ST to manufacture and distribute MST-enabled products
to its customers. The license agreement with ST provides for license fees
payable upon reaching milestones consistent with Atomera's standard business
model. After those milestones are reached, ST will pay a royalty to Atomera
based on the number of MST-enabled products manufactured for commercial
purposes.















  16





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, 2022 filed with the
SEC on February 15, 2023. 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.










  17






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.



In April 2023 we entered into a license agreement with ST Microelectronics
("ST"), that authorizes ST to manufacture and distribute MST-enabled products to
its customers. This agreement provides for payment of license fee payable upon
reaching milestones consistent with Atomera's standard business model. Our
standard model is based around the two major milestones, namely the installation
of MST in a customer's fab and qualification of an MST-enabled process. After
process qualification is completed, ST will have the right to commercially
distribute MST-enabled products and, assuming ST brings such products to market,
we will receive royalties on all MST-enabled products manufactured for
commercial purposes. This ST license agreement is our first grant of commercial
manufacturing and distribution rights and, assuming the successful installation
of MST and related process qualification, would result in our first revenue from
commercial use of MST-enabled products. There can be no assurance, however, that
ST will pursue the licensed rights through development and to the manufacture
and commercial sale of MST-enabled wafers.



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 March 31, 2023, approximately 50,000 shares were sold at an average
price per share of approximately $6.40, resulting in approximately $274,000 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.
Our license agreement with ST, which was executed in April 2023, is our first
commercial manufacturing and distribution agreement and, assuming successful
completion of contractual milestones and payments of associated fees, will
entitle us to royalties on all MST-enabled products manufactured for commercial
purposes. Our 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.







  18






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 in 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. MSTcad licenses are
granted on a monthly basis and revenue is recognized over time.



Revenue for the three months March 31, 2023 and 2023 was $0 and $375,000, respectively. Our revenue in 2022 consisted of a success fee pursuant to our JDA and a license fee paid under an integration license agreement.


Cost of revenue. Cost of revenue consists of costs of materials, as well as
direct compensation and expenses incurred to provide deliverables that resulted
in payment of our success fee and wafers delivered as part of the integration
license agreement. Cost of revenue for the three months ended March 31, 2023 and
2022 was $0 and approximately $81,000, 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 March 31, 2023 and 2022, our operating expenses totaled approximately $5.2 million and $4.3 million, respectively.





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 March 31, 2023 and 2022, we incurred approximately
$3.0 million and $2.3 million, respectively, of research and development
expense, an increase of approximately $697,000, or 30%. This increase was
primarily due to increases of approximately $330,000 in outsourced research and
development mainly related to the purchase of a greater quantity of wafers and a
more expensive mix of wafer types, along with associated outside metrology costs
in research and development. Research and development expenses also increased by
approximately $204,000 in employee-related expenses resulting from new hires,
approximately $84,000 in stock-based compensation costs, and travel costs
increased by approximately $53,000 over the prior year.



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 $1.7 million and $1.6 million for the three months ended
March 31, 2023 and 2022, respectively, representing an increase of approximately
$94,000, or 6%. The increase is primarily related to higher stock-based
compensation costs.









  19






Selling and marketing expense.Selling and marketing expenses consist primarily
of salary and benefits for our sales and marketing personnel and business
development consulting services. Selling and marketing expenses for the three
months ended March 31, 2023 and 2022 were approximately $389,000 and $325,000,
respectively, representing an increase of approximately $64,000, or 20%. The
increase in costs is primarily related to increased travel and stock-based
compensation costs.



Interest income. Interest income for three months ended March 31, 2023 and 2022
was approximately $199,000 and $3,000, respectively. Interest income for the
three months ended March 31, 2023 related to interest earned on our cash, cash
equivalents and short-term investments. Interest income for the three months
ended March 31, 2022 related to interest earned on our cash and cash
equivalents.



Interest expense. Interest expense for the three months ended March 31, 2023 and
2022 was approximately $53,000 and $71,000, respectively. Interest expense is
related to the tool financing lease entered into in August 2021.



Cash Flows from Operating, Investing and Financing Activities

Net cash used in operating activities of approximately $4.2 million for the three months ended March 31, 2023 resulted primarily from our net loss of approximately $5.0 million offset by approximately $927,000 million stock-based compensation.

Net cash used in operating activities of approximately $4.1 million for the three months ended March 31, 2022 resulted primarily from our net loss of approximately $4.1 million and an increase in prepaid assets offset by stock-based compensation.


Net cash used in investing activities of approximately $5.0 million and for the
three months March 31, 2023 consisted primarily of the purchase of short-term
investments. Net cash used in investing activities of approximately $16,000 for
the three months ended March 31, 2022 consisted of the purchase of computers and
lab tools in Tempe, AZ.

Net cash provided by financing activities of approximately $125,000 for the three months ended March 31, 2023 primarily related to the net proceeds from our ATM offering, offset by the principal payments on our financing lease.





Net cash used in financing activities of approximately $121,000 for the three
months ended March 31, 2022 related to principal payments on our financing lease
offset by proceeds from the exercise of stock options.



Liquidity and Capital Resources





As of March 31, 2023, we had cash and cash equivalents of approximately $12.1
million, short-term investments of approximately $5.0 million and working
capital of approximately $14.9 million. For three months ended March 31, 2023,
we had a net loss of approximately $5.0 million and used approximately $4.2
million of cash and cash equivalents in operations. Since inception, we have
incurred recurring operating losses.









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During the three months ended March 31, 2023, we sold approximately 50,000 shares pursuant to our ATM at an average price per share of approximately $6.40, resulting in approximately $274,000 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 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, 2022 filed with the SEC on February 15, 2023.

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