ATOM Atomera Incorporated

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 June 30, 2024.

 

or

 

☐ 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 July 30, 2024 was 27,804,438.

 

 

 

 

Atomera Incorporated

 

Index

 

		Page
PART I. Financial Information
Item 1.	Financial Statements	3
	Condensed Balance Sheets – June 30, 2024 (Unaudited) and December 31, 2023	3
	Unaudited Condensed Statements of Operations – For the Three and Six Months Ended June 30, 2024 and 2023	4
	Unaudited Condensed Statements of Comprehensive Loss – For the Three and Six Months Ended June 30, 2024 and 2023	5
	Unaudited Condensed Statements of Stockholders’ Equity – For the Three and Six Months Ended June 30, 2024 and 2023	6
	Unaudited Condensed Statements of Cash Flows – For the Six Months Ended June 30, 2024 and 2023	7
	Notes to the Unaudited Condensed Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	20
Item 4.	Controls and Procedures	20
PART II. Other Information
Item 1A.	Risk Factors	21
Item 5.	Other Information	21
Item 6.	Exhibits	21
Signatures		22

 

 

 

PART I. Financial Information

Item 1. Financial Statements

 

Atomera Incorporated

Condensed Balance Sheets

(in thousands, except per share data)

 

		June 30,				December 31,
		2024				2023
			(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents		$	14,484			$	12,591
Short-term investments			3,804				6,940
Accounts receivable			6				–
Unbilled contracts receivable			–				550
Interest receivable			74				79
Prepaid expenses and other current assets			578				244
Total current assets			18,946				20,404
Property and equipment, net			75				100
Long-term prepaid maintenance and supplies			91				91
Security deposit			14				14
Operating lease right-of-use asset			401				517
Financing lease right-of-use-asset			2,341				2,903
Total assets		$	21,868			$	24,029
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	646			$	618
Accrued expenses			249				222
Accrued payroll related expenses			594				1,382
Current operating lease liability			256				264
Current financing lease liability			1,386				1,328
Deferred revenue			13				–
Total current liabilities			3,144				3,814
Long-term operating lease liability			137				295
Long-term financing lease liability			1,108				1,750
Total liabilities			4,389				5,859
Commitments and contingencies (see Note 9)			–				–
Stockholders’ equity:
Preferred stock $0.001 par value, authorized 2,500 shares; none issued and outstanding as of June 30, 2024 and December 31, 2023			–				–
Common stock: $0.001 par value, authorized 47,500 shares; 27,622 shares issued and 27,610 outstanding as of June 30, 2024; and 26,107 shares issued and outstanding as of December 31, 2023			28				26
Additional paid in capital			229,726				221,229
Other comprehensive income (loss)			(7	)			–
Accumulated deficit			(212,268	)			(203,085	)
Total stockholders’ equity			17,479				18,170
Total liabilities and stockholders’ equity		$	21,868			$	24,029

 

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 June 30,								Six Months Ended June 30,
		2024				2023				2024				2023
Revenue		$	72			$	–			$	90			$	–
Cost of revenue			(74	)			–				(107	)			–
Gross margin			(2	)			–				(17	)			–
Operating expenses
Research and development			2,589				3,192				5,447				6,228
General and administrative			1,832				1,775				3,643				3,517
Selling and marketing			207				393				557				782
Total operating expenses			4,628				5,360				9,647				10,527
Loss from operations			(4,630	)			(5,360	)			(9,664	)			(10,527	)
Other income (expense)
Interest income			185				152				390				351
Accretion income			47				107				93				109
Interest expense			(35	)			(51	)			(74	)			(104	)
Other income, net			72				–				72				–
Total other income (expense), net			269				208				481				356
Net loss		$	(4,361	)		$	(5,152	)		$	(9,183	)		$	(10,171	)
Net loss per common share, basic		$	(0.16	)		$	(0.21	)		$	(0.35	)		$	(0.42	)
Net loss per common share, diluted		$	(0.16	)		$	(0.21	)		$	(0.35	)		$	(0.42	)
Weighted average number of common shares outstanding, basic			26,467				24,677				26,253				24,171
Weighted average number of common shares outstanding, diluted			26,467				24,677				26,253				24,171

 

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 June 30,								Six Months Ended June 30,
		2024				2023				2024				2023
Net loss		$	(4,361	)		$	(5,152	)		$	(9,183	)		$	(10,171	)
Unrealized gain (loss) on available-for-sale securities			(6	)			–				(7	)			(2	)
Net loss		$	(4,367	)		$	(5,152	)		$	(9,190	)		$	(10,173	)

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Atomera Incorporated

Statements of Stockholders’ Equity

For the Three and Six Months Ended June 30, 2024 and 2023

(Unaudited)

(in thousands)

 

		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 exercise			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

 

 

		Common Stock								Additional Paid-in				Other Comprehensive				Accumulated				Total Stockholders’
		Shares				Amount				Capital				Loss				Deficit				Equity
Balance January 1, 2023			23,973			$	24			$	203,585			$	–			$	(183,295	)		$	20,314
Stock-based compensation			297				–				927				–				–				927
Stock option exercise			10				–				39				–				–				39
At-the-market sale of stock, net of commissions and expenses			50				–				274				–				–				274
Net loss			–				–				–				–				(5,019	)			(5,019	)
Unrealized gain (loss) on available-for-sale securities			–				–				–				(2	)			–				(2	)
Balance March 31, 2023			24,330			$	24			$	204,825			$	(2	)		$	(188,314	)		$	16,533
Stock-based compensation			60				–				1,030				–				–				1,030
Stock option exercise			10				–				39				–				–				39
At-the-market sale of stock, net of commissions and expenses			1,370				2				10,787				–				–				10,789
Net loss			–				–				–				–				(5,152	)			(5,152	)
Balance June 30, 2023			25,770			$	26			$	216,681			$	(2	)		$	(193,466	)		$	23,239

 

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

 

 

 

 

Atomera Incorporated

Condensed Statements of Cash Flows

(Unaudited)

(in thousands)

 

		Six Months Ended June 30,
		2024				2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss		$	(9,183	)		$	(10,171	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			30				40
Operating lease right of use asset amortization			116				102
Financing lease right of use asset amortization			562				581
Stock-based compensation			2,011				1,957
Change in unrealized gain (loss) on cash equivalents			(1	)			–
Net accretion of discounts on available-for-sale securities			(87	)			(89	)
Changes in operating assets and liabilities:
Accounts receivable			(6	)			–
Unbilled contracts receivable			550				–
Interest receivable			14				(42	)
Prepaid and other current assets			(335	)			(232	)
Accounts payable			(70	)			165
Accrued expenses			27				45
Accrued payroll expenses			(788	)			(389	)
Operating lease liability			(166	)			(139	)
Deferred revenue			13				–
Net cash used in operating activities			(7,313	)			(8,172	)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment			(6	)			(18	)
Purchase of available-for-sale securities			(4,290	)			(10,853	)
Maturity of available-for-sale securities			7,500				–
Net cash provided by/(used in) investing activities			3,204				(10,871	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from at-the-market sale of stock, net of commissions and expenses			6,392				11,063
Proceeds from exercise of stock options			86				78
Proceeds from stock sale			10				–
Payments on principal of financing lease			(486	)			(378	)
Net cash provided by financing activities			6,002				10,763
Net increase/(decrease) in cash and cash equivalents			1,893				(8,280	)
Cash and cash equivalents at beginning of period			12,591				21,184
Cash and cash equivalents at end of period		$	14,484			$	12,904
Supplemental information:
Cash paid for interest		$	63			$	104
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 Months Ended March 31, 2024 and 2023

 

 

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 June 30, 2024, the Company had cash, cash equivalents and short-term investments of approximately $18.3 million and working capital of approximately $15.8 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, 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 agents, having aggregate offering proceeds of up to $50.0 million (the “ATM Facility”). During the three-month period ended June 30, 2024, the Company sold approximately 669,000 shares pursuant to the ATM at an average price per share of approximately $3.82, resulting in approximately $2.4 million of net proceeds to the Company after deducting commissions and other offering expenses. During the six-month period ended June 30, 2024, the Company sold approximately 1.2 million shares pursuant to the ATM at an average price per share of approximately $5.66, resulting in approximately $6.4 million of net proceeds to the Company after deducting commissions and other offering expenses. As of June 30, 2024, the Company has a remaining capacity on the ATM of approximately $23.1 million.

 

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.

 

 

 

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, 2024.

 

Basis of Presentation of Unaudited Condensed Financial Information

 

The unaudited condensed financial statements of the Company for the three and six months ended June 30, 2024 and 2023 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, 2023 was derived from the audited financial statements included in the Company's financial statements as of and for the year ended December 31, 2023, included in the Company’s Annual Report on Form 10-K filed with the SEC on February 15, 2024. 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 condensed 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, 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.

 

Recent Accounting Standards

 

From time to time, new accounting standards are issued by the Financial Accounting Standards Board (“FASB”) that are adopted by the Company as of the specified effective date. No new accounting standards issued or effective during the period ended June 30, 2024 have had or are expected to have a significant impact on the Company’s financial statements.

 

 

 

9

 

 

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 June 30, 2024 and December 31, 2023 consisted of the following (in thousands):

Schedule of fair value measurements
		June 30, 2024
		Cost				Unrealized Gain/(Loss)				Accretion of Discount				Fair Value
Cash		$	86			$	–			$	–			$	86
Money market funds			11,368				–				–				11,368
US treasury bills			975				(1	)			15				989
US agency bonds			5,813				(6	)			38				5,845
Total		$	18,242			$	(7	)		$	53			$	18,288

 

		December 31, 2023
		Cost				Accretion of Discount					Fair Value
Cash		$	157			$	–			$	157
Money market funds			12,434				–				12,434
US treasury bills			2,931				50				2,981
US agency bonds			3,938				21				3,959
Total		$	19,460			$	71			$	19,531

 

 

 

10

 

 

5.

REVENUE

 

The Company recognizes revenue in accordance with 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 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). Revenue from integration license agreements and from MSTcad licenses are recognized over the length of the license.

 

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

Schedule of disaggregated revenue by primary geographical markets and timing of revenue recognition
		Three Months Ended June 30,								Six Months Ended June 30,
		2024				2023				2024				2023
Primary geographic markets
North America		$	72			$	–			$	90			$	–
Asia Pacific			–				–				–				–
Total		$	72			$	–			$	90			$	–
Timing of revenue recognition
Products and services transferred at a point in time		$	50			$	–			$	50			$	–
Products and services transferred over time			22				–				40				–
Total		$	72			$	–			$	90			$	–

 

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. All unbilled contracts receivable as of December 31, 2023 were billed and received during the six months ended June 30, 2024.

 

Deferred Revenue

 

The Company records deferred revenue for customers that were issued invoices, but the Company has not yet recognized the revenue based on its revenue recognition policy. As of June 30, 2024, the Company has approximately $13,000 of deferred revenue that it expects to recognize over the next 12 months.

 

 

 

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 (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
		Six Months Ended June 30,
		2024				2023
Stock Options			3,613				3,364
Unvested restricted stock			567				555
Total			4,180				3,919

 

 

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 and interest expense. The Company’s lease agreement for a 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 ROU and corresponding lease liability.

 

Effective May 1, 2023, the Company leased an additional 404 square feet at its Tempe office location under an amendment to its current lease. The monthly rent payment increased from $1,277 per month to $2,365 per month and the increased rent under the amended lease is accounted for as a modification to the lease under ASC 842 at the time of commencement. At the effective date of the lease amendment, a right-of-use asset of approximately $33,000 was recorded along with a short-term operating lease liability of approximately $12,000 and long-term operating lease liability of approximately $21,000. The amended lease ends in February 2026.

 

In December 2023, the Company entered into a lease agreement for a tool in Tempe, Arizona. The term of this lease is for 12 months beginning on January 1, 2024 for $87,000 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.

 

 

 

12

 

 

The Company terminated its office lease in Cambridge, Massachusetts as of March 31, 2023. The cost of the lease was $2,942 per month.

 

The components of lease costs were as follows (in thousands):

Schedule of lease costs
		Three Months Ended June 30,								Six Months Ended June 30,
		2024				2023				2024				2023
Financing lease costs:
Amortization of ROU assets		$	281			$	290			$	562			$	581
Interest on lease liabilities			35				51				74				104
Total financing lease costs		$	316			$	341			$	636			$	685
Operating lease costs:
Fixed lease costs		$	65			$	64			$	131			$	126
Short-term lease costs			261				244				522				541
Total operating lease costs		$	326			$	308			$	653			$	667

  

Future minimum payments under non-cancellable leases as of June 30, 2024 were as follows (in thousands):

Schedule of future minimum payments
For the Year Ended December 31,		Financing leases				Operating leases
Remaining 2024		$	708			$	121
2025			1,436				288
2026			478				24
Total future minimum lease payments			2,622				433
Less imputed interest			(128	)			(40	)
Total lease liability		$	2,494			$	393

 

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

Schedule of supplemental information and non-cash activity
		Three Months Ended June 30,								Six Months Ended June 30,
		2024				2023				2024				2023
Operating cash flow information:
Cash paid for amounts included in the measurement of operating lease liabilities		$	61			$	55			$	171			$	111
Cash paid for amounts included in the measurement of financing liabilities		$	330			$	241			$	549			$	482
Non-cash activity:
Right-of-use assets obtained in exchange for operating lease obligations		$	–			$	33			$	–			$	33

 

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

 

The weighted average remaining discount rate is 5.50% for the Company’s operating leases and 5.25% for the financing lease. The weighted average remaining lease term is 1.7 years for the Company’s operating leases and 2.1 years for the financing lease.

 

 

 

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. 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. All employees and employees of any subsidiary (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 and restricted stock issued under the 2017 Plan and 2023 Plan vest over a period of one to four years from the date of grant. As of June 30, 2024, approximately 1.4 million shares remain available for issuance under both available plans.

 

The following table summarizes the stock-based compensation expense recorded in the Company’s results of operations during the three and six months ended June 30, 2024 and 2023 for stock options and restricted stock granted under the Company’s incentive plans (in thousands): 

Schedule of stock-based compensation expense
		Three Months Ended June 30,								Six Months Ended June 30,
		2024				2023				2024				2023
Research and development		$	398			$	372			$	775			$	700
General and administrative			525				570				1,108				1,095
Selling and marketing			64				88				128				162
Total		$	987			$	1,030			$	2,011			$	1,957

 

As of June 30, 2024, there was approximately $7.8 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 Plans were $3.92 for the three months ended June 30, 2024. Options were not issued in the three months ended June 30, 2023. The weighted average grant date fair value per share of the options granted under the Company’s Plans were $4.97 and $4.95 for the six months ended June 30, 2024 and 2023, respectively.

 

The following table summarizes stock option activity during the six months ended June 30, 2024 (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, 2024			3,369			$	7.04
Granted			369			$	6.44
Exercised			(13	)		$	6.60
Forfeited			(68	)		$	9.78
Expired			(44	)		$	14.61
Outstanding at June 30, 2024			3,613			$	6.83				4.54			$	–
Exercisable at June 30, 2024			2,943			$	6.62				3.52			$	–

 

 

14

 

 

During the six months ended June 30, 2024, the Company granted options under the 2017 and 2023 Plans to purchase approximately 369,000 shares of its common stock to its employees and consultants. The fair value of these options was approximately $1.8 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 six months ended June 30, 2024 (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, 2024			419			$	9.21
Granted			342			$	6.06
Forfeited			(33	)		$	8.00
Vested			(161	)		$	8.86
Outstanding non-vested shares at June 30 2024			567			$	7.48

 

During the six months ended June 30, 2024, the Company granted approximately 342,000 restricted stock awards under the 2017 and 2023 Plans. The fair value of these awards was approximately $2.1 million at the time of grant.

 

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 June 30, 2024, 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 (CEO, 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.	SUBSEQUENT EVENTS

 

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

 

Since June 30, 2024, the Company has issued approximately 206,000 additional shares through its ATM offering at an average price per share of $3.94 resulting in additional net proceeds of approximately $789,000.

 

 

 

 

 

 

 

 

 

 

 

 

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, 2023 filed with the SEC on February 15, 2024. 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 equipment commonly used in semiconductor manufacturing. We believe that MST can be widely incorporated into the most common types of semiconductor products, including analog, logic, memory and optical 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, equipment 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 MSTcad^(r) 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 fees payable upon reaching milestones consistent with Atomera’s standard business model. Our standard model is based around 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 license agreement with ST is our first grant of commercial manufacturing and distribution rights. In the fourth quarter of 2023, we completed the first major milestone under the ST license agreement by delivering our MST film recipe and ST accepting the film, resulting in our recognizing license revenue associated with that milestone. ST is currently performing testing to optimize their integration of MST as part of their qualification process. Upon qualification, we will earn additional license fees for the distribution license, after which ST will be entitled to MST-enabled products and royalties will be payable to us for every product sold. There can be no assurance, however, that ST will complete its process qualification and pursue the licensed rights through development to the manufacture and commercial sale of MST-enabled products.

 

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” offering or “ATM”, to or through the agents. During the three-month period ended June 30, 2024, we sold approximately 669,000 shares pursuant to the ATM at an average price per share of approximately $3.82, resulting in approximately $2.4 million of net proceeds to the Company after deducting commissions and other offering expenses. During the six-month period ended June 30, 2024, we sold approximately 1.2 million shares pursuant to the ATM at an average price per share of approximately $5.66, resulting in approximately $6.4 million of net proceeds to the Company 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 and licensing of MSTcad. Our license agreement with ST, which was executed in April 2023, is our first commercial manufacturing and distribution agreement and, assuming successful completion of contractual milestones and payments of associated fees, will entitle us to royalties on all MST-enabled products manufactured for commercial purposes. Our MSTcad licenses grant customers the right to use MSTcad software to simulate the effects of incorporating MST technology into their semiconductor manufacturing process. MSTcad licenses are granted on a monthly or yearly basis and revenue is recognized over time.

 

Revenue for the three and six months ended June 30, 2024 was approximately $72,000 and $90,000 respectively. Our revenue in 2024 consisted of MSTcad license revenue, consulting services related to MSTcad and the delivery of MST wafers. Revenue was not recorded during the three and six months ended June 30, 2023.

 

 

 

 

Cost of revenue. Cost of revenue consists of costs of materials, as well as direct compensation and expenses incurred to provide deliverables that result in payment of success fees, delivery of wafers delivered as part of integration license agreements and consulting services provided for our MSTcad licenses. Cost of revenue is expensed when incurred and may not correspond with revenue earned. Cost of revenue for the three and six months ended June 30, 2024 was approximately $74,000 and $107,000, respectively. We anticipate that our cost of revenue will vary substantially depending on the mix of license and engineering services revenues we receive and the nature of products and/or services delivered in each customer engagement. Cost of revenue was not recorded during the three and six months ended June 30, 2023.

 

Operating expenses. Operating expenses consist of research and development, general and administrative, and selling and marketing expenses. For the three months ended June 30, 2024 and 2023, our operating expenses totaled approximately $4.6 million and $5.4 million, respectively. For the six months ended June 30, 2024 and 2023, our operating expenses totaled approximately $9.6 million and $10.5 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 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 June 30, 2024 and 2023, we incurred approximately $2.6 million and $3.2 million, respectively, of research and development expenses, a decrease of approximately $600,000, or 19%. This decrease was primarily due to decrease of approximately $535,000 in outsourced research and development as we discontinued working with our foundry services provider, TSI Semiconductor, as of January 31. 2024. We are currently seeking a replacement provider of foundry services. Additionally, there were decreases of approximately $101,000 in payroll and benefits costs for reduced headcount and bonus accrual.

 

For the six months ended June 30, 2024 and 2023, we incurred approximately $5.4 million and $6.2 million, respectively, of research and development expenses, a decrease of approximately $781,000, or 13%. This decrease was primarily due to a decline of approximately $776,000 in outsourced research and development as we discontinued working with TSI Semiconductor as of January 31. 2024.

 

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 $1.8 million for each of the three-month periods ended June 30, 2024 and 2023, representing an increase of approximately $57,000, or 3%. The increase is primarily related to increases of approximately $101,000 in professional fees, related primarily to legal costs and fees related to our patent portfolio. These costs are partially offset by a decrease of approximately $44,000 in stock-based compensation costs.

 

General and administrative costs were approximately $3.6 million and $3.5 million for the six months ended June 30, 2024 and 2023, respectively, representing an increase of approximately $126,000, or 4%. The increase is primarily related to increases of approximately $99,000 in payroll and benefits costs and approximately $158,000 in legal costs and fees related to our patent portfolio. These increases were partly offset by a decrease of approximately $89,000 in corporate legal expenses and approximately $42,000 in director and officer insurance.

 

Selling and marketing expense. Selling and marketing expenses consist primarily of salary and benefits for our sales and marketing personnel and business development consulting services. Selling and marketing expenses for the three months ended June 30, 2024 and 2023 were approximately $207,000 and $393,000, respectively, representing a decrease of approximately $186,000, or 47%. Selling and marketing expenses for the six months ended June 30, 2024 and 2023 were approximately $557,000 and $782,000, respectively, representing a decrease of approximately $225,000, or 29%. The decrease in costs for both the three and six-month periods is primarily due to a reduction in headcount.

 

 

 

 

Interest income. Interest income for three months ended June 30, 2024 and 2023 was approximately $185,000 and $152,000, respectively. Interest income for six months ended June 30, 2024 and 2023 was approximately $390,000 and $351,000, respectively. Interest income for the periods presented was due to interest earned on our cash, cash equivalents and short-term investments.

 

Accretion income. Accretion income for the three months ended June 30, 2024 and 2023 was approximately $47,000 and $107,000, respectively. Accretion income for the six months ended June 30, 2024 and 2023 was approximately $93,000 and $109,000, respectively. Accretion income relates to the increase in value of our available-for-sale securities from the purchase date through the maturity date.

 

Interest expense. Interest expense for the three months ended June 30, 2024 and 2023 was approximately $35,000 and $51,000, respectively. Interest expense for the six months ended June 30, 2024 and 2023 was approximately $74,000 and $104,000, respectively. Interest expense is related to the tool financing lease entered into in August 2021.

 

Other income, net. Other income for the three and six months ended June 30, 2024 of approximately $72,000, consisted primarily of a refundable state research and development tax credit, net of filing costs and tax consulting services.

  

Cash Flows from Operating, Investing and Financing Activities

 

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

 

Net cash used in operating activities of approximately $8.2 million for the six months ended June 30, 2023 resulted primarily from our net loss of approximately $10.2 million offset by approximately $2.0 million of stock-based compensation.

 

Net cash provided by investing activities of approximately $3.2 million and for the six months ended June 30, 2024 consisted primarily of the maturity of short-term available-for-sale investments, offset by the purchase of short-term available-for-sale investments.

 

Net cash used in investing activities of approximately $10.9 million and for the six months ended June 30, 2023 consisted primarily of the purchase of short-term investments. 

 

Net cash provided by financing activities of approximately $6.0 million for the six months ended June 30, 2024 primarily related to the net proceeds from our ATM offering, offset by the principal payments on our financing lease.

 

Net cash provided by financing activities of approximately $10.8 million for the six months ended June 30, 2023 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 June 30, 2024, we had cash and cash equivalents of approximately $14.5 million, short-term investments of approximately $3.8 million and working capital of approximately $15.8 million. For six months ended June 30, 2024, we had a net loss of approximately $9.2 million and used approximately $7.3 million of cash and cash equivalents in operations. Since inception, we have incurred recurring operating losses.

 

During the six months ended June 30, 2024, we sold approximately 1.2 million shares pursuant to our ATM at an average price per share of approximately $5.66, resulting in approximately $6.4 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 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, 2023 filed with the SEC on February 15, 2024.

 

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 effective as of June 30, 2024.

 

Changes in Internal Control over Financial Reporting

 

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 June 30, 2024 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, 2023 filed with the SEC on February 15, 2024.

 

Item 5. Other Information

 

During the quarter ended June 30, 2024, 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, this report has been signed below by the following persons on behalf of the registrant and in the capacities and the on the date indicated.

 

	ATOMERA INCORPORATED.
Date: July 30, 2024	By:	/s/ Scott A. Bibaud
		Scott A. Bibaud Chief Executive Officer,
		(Principal Executive Officer)
		and Director
Date: July 30, 2024	By:	/s/ Francis B. Laurencio
		Francis B. Laurencio
		Chief Financial Officer
		(Principal Financial and
		Accounting Officer)

 

 

 

 

Exhibit 31.1

 

CERTIFICATIONS

 

I, Scott A. Bibaud, certify that:

 

(1)	I have reviewed this Form 10-Q of Atomera Incorporated (the “Company”);
(2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
(4)	The Company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d- 15(f)) for the company and have:
	(a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the period covered by this report based on such evaluation; and
	(d)	disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; And
(5)	The Company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):
	(a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
	(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

 

	ATOMERA INCORPORATED
Date: July 30, 2024	By:	/s/ Scott A. Bibaud
		Scott A. Bibaud, Chief Executive Officer

 

 

Exhibit 31.2

 

CERTIFICATIONS

 

I, Francis B. Laurencio, certify that:

 

(1)	I have reviewed this Form 10-Q of Atomera Incorporated (the “Company”);
(2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
(4)	The Company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d- 15(f)) for the company and have:
	(a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the period covered by this report based on such evaluation; and
	(d)	disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; And
(5)	The Company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):
	(a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
	(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

 

	ATOMERA INCORPORATED
Date: July 30, 2024	By:	/s/ Francis B. Laurencio
		Francis B. Laurencio, Chief Financial Officer (Principal Financial Officer)

 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO 18

U.S.C. 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Atomera Incorporated (the “Company”) on Form 10-Q for the period ended June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Scott A. Bibaud, the Chief Executive Officer, and Francis B. Laurencio, the Chief Financial Officer, of the Company, respectively, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

 

	1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
	2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

By:	/s/ Scott A. Bibaud		Dated: July 30, 2024
	Scott A. Bibaud
	Title: President and Chief Executive Officer
By:	/s/ Francis B. Laurencio		Dated: July 30, 2024
	Francis B. Laurencio
	Title:  Chief Financial Officer

 

This certification is made solely for the purposes of 18 U.S.C. Section 1350, subject to the knowledge standard contained therein, and not for any other purpose.

 

 

 

v3.24.2

Cover - shares	6 Months Ended
	Jun. 30, 2024	Jul. 30, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-37850
Entity Registrant Name	ATOMERA INC
Entity Central Index Key	0001420520
Entity Tax Identification Number	30-0509586
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	750 University Avenue
Entity Address, Address Line Two	Suite 280
Entity Address, City or Town	Los Gatos
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95032
City Area Code	408
Local Phone Number	442-5248
Title of 12(b) Security	Common stock: Par value $0.001
Trading Symbol	ATOM
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		27,804,438

v3.24.2

Condensed Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 14,484	$ 12,591
Short-term investments	3,804	6,940
Accounts receivable	6	0
Unbilled contracts receivable	0	550
Interest receivable	74	79
Prepaid expenses and other current assets	578	244
Total current assets	18,946	20,404
Property and equipment, net	75	100
Long-term prepaid maintenance and supplies	91	91
Security deposit	14	14
Operating lease right-of-use asset	401	517
Financing lease right-of-use-asset	2,341	2,903
Total assets	21,868	24,029
Current liabilities:
Accounts payable	646	618
Accrued expenses	249	222
Accrued payroll related expenses	594	1,382
Current operating lease liability	256	264
Current financing lease liability	1,386	1,328
Deferred revenue	13	0
Total current liabilities	3,144	3,814
Long-term operating lease liability	137	295
Long-term financing lease liability	1,108	1,750
Total liabilities	4,389	5,859
Commitments and contingencies (see Note 9)
Stockholders’ equity:
Preferred stock $0.001 par value, authorized 2,500 shares; none issued and outstanding as of June 30, 2024 and December 31, 2023	0	0
Common stock: $0.001 par value, authorized 47,500 shares; 27,622 shares issued and 27,610 outstanding as of June 30, 2024; and 26,107 shares issued and outstanding as of December 31, 2023	28	26
Additional paid in capital	229,726	221,229
Other comprehensive income (loss)	(7)	0
Accumulated deficit	(212,268)	(203,085)
Total stockholders’ equity	17,479	18,170
Total liabilities and stockholders’ equity	$ 21,868	$ 24,029

v3.24.2

Condensed Balance Sheets (Parenthetical) - $ / shares shares in Thousands	Jun. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	2,500	2,500
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	47,500	47,500
Common stock, shares issued	27,622	26,107
Common stock, shares outstanding	27,610	26,107

v3.24.2

Condensed Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Revenue	$ 72	$ 0	$ 90	$ 0
Cost of revenue	(74)	0	(107)	0
Gross margin	(2)	0	(17)	0
Operating expenses
Research and development	2,589	3,192	5,447	6,228
General and administrative	1,832	1,775	3,643	3,517
Selling and marketing	207	393	557	782
Total operating expenses	4,628	5,360	9,647	10,527
Loss from operations	(4,630)	(5,360)	(9,664)	(10,527)
Other income (expense)
Interest income	185	152	390	351
Accretion income	47	107	93	109
Interest expense	(35)	(51)	(74)	(104)
Other income, net	72	0	72	0
Total other income (expense), net	269	208	481	356
Net loss	$ (4,361)	$ (5,152)	$ (9,183)	$ (10,171)
Net loss per common share, basic	$ (0.16)	$ (0.21)	$ (0.35)	$ (0.42)
Net loss per common share, diluted	$ (0.16)	$ (0.21)	$ (0.35)	$ (0.42)
Weighted average number of common shares outstanding, basic	26,467	24,677	26,253	24,171
Weighted average number of common shares outstanding, diluted	26,467	24,677	26,253	24,171

v3.24.2

Condensed Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Net loss	$ (4,361)	$ (5,152)	$ (9,183)	$ (10,171)
Unrealized gain (loss) on available-for-sale securities	(6)	0	(7)	(2)
Net loss	$ (4,367)	$ (5,152)	$ (9,190)	$ (10,173)

v3.24.2

Statements of Stockholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	AOCI Attributable to Parent [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2022	$ 24	$ 203,585		$ (183,295)	$ 20,314
Beginning balance, shares at Dec. 31, 2022	23,973
Stock-based compensation		927			927
Stock-based compensation, shares	297
Stock option exercise		39			39
Stock option exercise, shares	10
At-the-market sale of stock, net of commissions and expenses		274			274
At-the-market sale of stock, net of commissions and expenses, shares	50
Net loss				(5,019)	(5,019)
Unrealized gain (loss) on available-for-sale securities			(2)		(2)
Ending balance, value at Mar. 31, 2023	$ 24	204,825	(2)	(188,314)	16,533
Ending balance, shares at Mar. 31, 2023	24,330
Beginning balance, value at Dec. 31, 2022	$ 24	203,585		(183,295)	20,314
Beginning balance, shares at Dec. 31, 2022	23,973
Net loss					(10,171)
Unrealized gain (loss) on available-for-sale securities					(2)
Ending balance, value at Jun. 30, 2023	$ 26	216,681	(2)	(193,466)	23,239
Ending balance, shares at Jun. 30, 2023	25,770
Beginning balance, value at Mar. 31, 2023	$ 24	204,825	(2)	(188,314)	16,533
Beginning balance, shares at Mar. 31, 2023	24,330
Stock-based compensation		1,030			1,030
Stock-based compensation, shares	60
Stock option exercise		39			39
Stock option exercise, shares	10
At-the-market sale of stock, net of commissions and expenses	$ 2	10,787			10,789
At-the-market sale of stock, net of commissions and expenses, shares	1,370
Net loss				(5,152)	(5,152)
Unrealized gain (loss) on available-for-sale securities					0
Ending balance, value at Jun. 30, 2023	$ 26	216,681	(2)	(193,466)	23,239
Ending balance, shares at Jun. 30, 2023	25,770
Beginning balance, value at Dec. 31, 2023	$ 26	221,229		(203,085)	18,170
Beginning balance, shares at Dec. 31, 2023	26,107
Stock-based compensation		1,024			1,024
Stock-based compensation, shares	275
Stock option exercise		86			86
Stock option exercise, shares	13
Forfeiture of restricted stock issuance
Forfeiture of restricted stock issuance, shares	(20)
At-the-market sale of stock, net of commissions and expenses	$ 1	3,949			3,950
At-the-market sale of stock, net of commissions and expenses, shares	510
Net loss				(4,822)	(4,822)
Unrealized gain (loss) on available-for-sale securities			(1)		(1)
Ending balance, value at Mar. 31, 2024	$ 27	226,288	(1)	(207,907)	18,407
Ending balance, shares at Mar. 31, 2024	26,885
Beginning balance, value at Dec. 31, 2023	$ 26	221,229		(203,085)	18,170
Beginning balance, shares at Dec. 31, 2023	26,107
Net loss					(9,183)
Unrealized gain (loss) on available-for-sale securities					(7)
Ending balance, value at Jun. 30, 2024	$ 28	229,726	(7)	(212,268)	17,479
Ending balance, shares at Jun. 30, 2024	27,610
Beginning balance, value at Mar. 31, 2024	$ 27	226,288	(1)	(207,907)	18,407
Beginning balance, shares at Mar. 31, 2024	26,885
Stock-based compensation		987			987
Stock-based compensation, shares	65
Forfeiture of restricted stock issuance
Forfeiture of restricted stock issuance, shares	(11)
At-the-market sale of stock, net of commissions and expenses	$ 1	2,441			2,442
At-the-market sale of stock, net of commissions and expenses, shares	669
Other sale		10			10
Other sale, shares	2
Net loss				(4,361)	(4,361)
Unrealized gain (loss) on available-for-sale securities			(6)		(6)
Ending balance, value at Jun. 30, 2024	$ 28	$ 229,726	$ (7)	$ (212,268)	$ 17,479
Ending balance, shares at Jun. 30, 2024	27,610

v3.24.2

Condensed Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$ (9,183)	$ (10,171)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	30	40
Operating lease right of use asset amortization	116	102
Financing lease right of use asset amortization	562	581
Stock-based compensation	2,011	1,957
Change in unrealized gain (loss) on cash equivalents	(1)
Net accretion of discounts on available-for-sale securities	(87)	(89)
Changes in operating assets and liabilities:
Accounts receivable	(6)	0
Unbilled contracts receivable	550	0
Interest receivable	14	(42)
Prepaid and other current assets	(335)	(232)
Accounts payable	(70)	165
Accrued expenses	27	45
Accrued payroll expenses	(788)	(389)
Operating lease liability	(166)	(139)
Deferred revenue	13	0
Net cash used in operating activities	(7,313)	(8,172)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment	(6)	(18)
Purchase of available-for-sale securities	(4,290)	(10,853)
Maturity of available-for-sale securities	7,500	0
Net cash provided by/(used in) investing activities	3,204	(10,871)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from at-the-market sale of stock, net of commissions and expenses	6,392	11,063
Proceeds from exercise of stock options	86	78
Proceeds from stock sale	10	0
Payments on principal of financing lease	(486)	(378)
Net cash provided by financing activities	6,002	10,763
Net increase/(decrease) in cash and cash equivalents	1,893	(8,280)
Cash and cash equivalents at beginning of period	12,591	21,184
Cash and cash equivalents at end of period	14,484	12,904
Supplemental information:
Cash paid for interest	63	104
Cash paid for taxes	$ 0	$ 0

v3.24.2

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (4,361)	$ (4,822)	$ (5,152)	$ (5,019)	$ (9,183)	$ (10,171)

v3.24.2

Insider Trading Arrangements	3 Months Ended
	Jun. 30, 2024
Insider Trading Arrangements [Line Items]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

v3.24.2

NATURE OF OPERATIONS	6 Months Ended
	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NATURE OF OPERATIONS	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.

v3.24.2

LIQUIDITY AND MANAGEMENT PLANS	6 Months Ended
	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
LIQUIDITY AND MANAGEMENT PLANS	2. LIQUIDITY AND MANAGEMENT PLANS   At June 30, 2024, the Company had cash, cash equivalents and short-term investments of approximately $18.3 million and working capital of approximately $15.8 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, 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 agents, having aggregate offering proceeds of up to $50.0 million (the “ATM Facility”). During the three-month period ended June 30, 2024, the Company sold approximately 669,000 shares pursuant to the ATM at an average price per share of approximately $3.82, resulting in approximately $2.4 million of net proceeds to the Company after deducting commissions and other offering expenses. During the six-month period ended June 30, 2024, the Company sold approximately 1.2 million shares pursuant to the ATM at an average price per share of approximately $5.66, resulting in approximately $6.4 million of net proceeds to the Company after deducting commissions and other offering expenses. As of June 30, 2024, the Company has a remaining capacity on the ATM of approximately $23.1 million.   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.

v3.24.2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	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, 2024.   Basis of Presentation of Unaudited Condensed Financial Information   The unaudited condensed financial statements of the Company for the three and six months ended June 30, 2024 and 2023 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, 2023 was derived from the audited financial statements included in the Company's financial statements as of and for the year ended December 31, 2023, included in the Company’s Annual Report on Form 10-K filed with the SEC on February 15, 2024. 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 condensed 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, 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.   Recent Accounting Standards   From time to time, new accounting standards are issued by the Financial Accounting Standards Board (“FASB”) that are adopted by the Company as of the specified effective date. No new accounting standards issued or effective during the period ended June 30, 2024 have had or are expected to have a significant impact on the Company’s financial statements.

v3.24.2

FAIR VALUE MEASUREMENTS	6 Months Ended
	Jun. 30, 2024
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	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 June 30, 2024 and December 31, 2023 consisted of the following (in thousands): Schedule of fair value measurements                     June 30, 2024     Cost   Unrealized Gain/(Loss)   Accretion of Discount   Fair Value Cash   $ 86     $ –     $ –     $ 86   Money market funds     11,368       –       –       11,368   US treasury bills     975       (1 )     15       989   US agency bonds     5,813       (6 )     38       5,845   Total   $ 18,242     $ (7 )   $ 53     $ 18,288         December 31, 2023       Cost   Accretion of Discount     Fair Value           Cash   $ 157     $ –     $ 157           Money market funds     12,434       –       12,434           US treasury bills     2,931       50       2,981           US agency bonds     3,938       21       3,959           Total   $ 19,460     $ 71     $ 19,531

v3.24.2

REVENUE	6 Months Ended
	Jun. 30, 2024
Revenue from Contract with Customer [Abstract]
REVENUE	5. REVENUE   The Company recognizes revenue in accordance with 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 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). Revenue from integration license agreements and from MSTcad licenses are recognized over the length of the license.   The following table provides information about disaggregated revenue by primary geographical markets and timing of revenue recognition (in thousands): Schedule of disaggregated revenue by primary geographical markets and timing of revenue recognition                                     Three Months Ended June 30,     Six Months Ended June 30,       2024     2023     2024     2023   Primary geographic markets                                 North America   $ 72     $ –     $ 90     $ –   Asia Pacific     –       –       –       –   Total   $ 72     $ –     $ 90     $ –                                     Timing of revenue recognition                                 Products and services transferred at a point in time   $ 50     $ –     $ 50     $ –   Products and services transferred over time     22       –       40       –   Total   $ 72     $ –     $ 90     $ –     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. All unbilled contracts receivable as of December 31, 2023 were billed and received during the six months ended June 30, 2024.   Deferred Revenue   The Company records deferred revenue for customers that were issued invoices, but the Company has not yet recognized the revenue based on its revenue recognition policy. As of June 30, 2024, the Company has approximately $13,000 of deferred revenue that it expects to recognize over the next 12 months.

v3.24.2

BASIC AND DILUTED LOSS PER SHARE	6 Months Ended
	Jun. 30, 2024
Earnings Per Share [Abstract]
BASIC AND DILUTED LOSS PER SHARE	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 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                     Six Months Ended June 30,     2024   2023 Stock Options     3,613       3,364   Unvested restricted stock     567       555   Total     4,180       3,919

v3.24.2

LEASES	6 Months Ended
	Jun. 30, 2024
Leases
LEASES	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 and interest expense. The Company’s lease agreement for a 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 ROU and corresponding lease liability.   Effective May 1, 2023, the Company leased an additional 404 square feet at its Tempe office location under an amendment to its current lease. The monthly rent payment increased from $1,277 per month to $2,365 per month and the increased rent under the amended lease is accounted for as a modification to the lease under ASC 842 at the time of commencement. At the effective date of the lease amendment, a right-of-use asset of approximately $33,000 was recorded along with a short-term operating lease liability of approximately $12,000 and long-term operating lease liability of approximately $21,000. The amended lease ends in February 2026.   In December 2023, the Company entered into a lease agreement for a tool in Tempe, Arizona. The term of this lease is for 12 months beginning on January 1, 2024 for $87,000 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.   The Company terminated its office lease in Cambridge, Massachusetts as of March 31, 2023. The cost of the lease was $2,942 per month.   The components of lease costs were as follows (in thousands): Schedule of lease costs                     Three Months Ended June 30,   Six Months Ended June 30,     2024   2023   2024   2023 Financing lease costs:                                 Amortization of ROU assets   $ 281     $ 290     $ 562     $ 581   Interest on lease liabilities     35       51       74       104   Total financing lease costs   $ 316     $ 341     $ 636     $ 685                                     Operating lease costs:                                 Fixed lease costs   $ 65     $ 64     $ 131     $ 126   Short-term lease costs     261       244       522       541   Total operating lease costs   $ 326     $ 308     $ 653     $ 667      Future minimum payments under non-cancellable leases as of June 30, 2024 were as follows (in thousands): Schedule of future minimum payments         For the Year Ended December 31,   Financing leases   Operating leases Remaining 2024   $ 708     $ 121   2025     1,436       288   2026     478       24   Total future minimum lease payments     2,622       433   Less imputed interest     (128 )     (40 ) Total lease liability   $ 2,494     $ 393     The below table provides supplemental information and non-cash activity related to the Company’s operating and financing leases are as follows (in thousands): Schedule of supplemental information and non-cash activity                                     Three Months Ended June 30,   Six Months Ended June 30,     2024   2023   2024   2023 Operating cash flow information:                                 Cash paid for amounts included in the measurement of operating lease liabilities   $ 61     $ 55     $ 171     $ 111   Cash paid for amounts included in the measurement of financing liabilities   $ 330     $ 241     $ 549     $ 482   Non-cash activity:                                 Right-of-use assets obtained in exchange for operating lease obligations   $ –     $ 33     $ –     $ 33     The table above does not include short-term leases that are one-year or less.   The weighted average remaining discount rate is 5.50% for the Company’s operating leases and 5.25% for the financing lease. The weighted average remaining lease term is 1.7 years for the Company’s operating leases and 2.1 years for the financing lease.

v3.24.2

STOCK BASED COMPENSATION	6 Months Ended
	Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]
STOCK BASED COMPENSATION	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. 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. All employees and employees of any subsidiary (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 and restricted stock issued under the 2017 Plan and 2023 Plan vest over a period of one to four years from the date of grant. As of June 30, 2024, approximately 1.4 million shares remain available for issuance under both available plans.   The following table summarizes the stock-based compensation expense recorded in the Company’s results of operations during the three and six months ended June 30, 2024 and 2023 for stock options and restricted stock granted under the Company’s incentive plans (in thousands):  Schedule of stock-based compensation expense                                     Three Months Ended June 30,   Six Months Ended June 30,     2024   2023   2024   2023 Research and development   $ 398     $ 372     $ 775     $ 700   General and administrative     525       570       1,108       1,095   Selling and marketing     64       88       128       162   Total   $ 987     $ 1,030     $ 2,011     $ 1,957     As of June 30, 2024, there was approximately $7.8 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 Plans were $3.92 for the three months ended June 30, 2024. Options were not issued in the three months ended June 30, 2023. The weighted average grant date fair value per share of the options granted under the Company’s Plans were $4.97 and $4.95 for the six months ended June 30, 2024 and 2023, respectively.   The following table summarizes stock option activity during the six months ended June 30, 2024 (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, 2024     3,369     $ 7.04                   Granted     369     $ 6.44                   Exercised     (13 )   $ 6.60                   Forfeited     (68 )   $ 9.78                   Expired     (44 )   $ 14.61                   Outstanding at June 30, 2024     3,613     $ 6.83       4.54     $ –   Exercisable at June 30, 2024     2,943     $ 6.62       3.52     $ –     During the six months ended June 30, 2024, the Company granted options under the 2017 and 2023 Plans to purchase approximately 369,000 shares of its common stock to its employees and consultants. The fair value of these options was approximately $1.8 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 six months ended June 30, 2024 (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, 2024     419     $ 9.21   Granted     342     $ 6.06   Forfeited     (33 )   $ 8.00   Vested     (161 )   $ 8.86   Outstanding non-vested shares at June 30 2024     567     $ 7.48     During the six months ended June 30, 2024, the Company granted approximately 342,000 restricted stock awards under the 2017 and 2023 Plans. The fair value of these awards was approximately $2.1 million at the time of grant.

v3.24.2

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	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 June 30, 2024, or through the date these financial statements have been issued.

v3.24.2

EQUITY	6 Months Ended
	Jun. 30, 2024
Equity [Abstract]
EQUITY	10. EQUITY   On April 28, 2024, the Company sold 2,247 shares of its common stock to the Chief Executive Officer (CEO, 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.

v3.24.2

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	11. SUBSEQUENT EVENTS   Management has evaluated subsequent events and transactions through the date these financial statements were issued.   Since June 30, 2024, the Company has issued approximately 206,000 additional shares through its ATM offering at an average price per share of $3.94 resulting in additional net proceeds of approximately $789,000.

v3.24.2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
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, 2024.
Basis of Presentation of Unaudited Condensed Financial Information	Basis of Presentation of Unaudited Condensed Financial Information   The unaudited condensed financial statements of the Company for the three and six months ended June 30, 2024 and 2023 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, 2023 was derived from the audited financial statements included in the Company's financial statements as of and for the year ended December 31, 2023, included in the Company’s Annual Report on Form 10-K filed with the SEC on February 15, 2024. These unaudited condensed financial statements should be read in conjunction with that report.
Cash, Cash Equivalents, and Short-Term Investments	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 condensed 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, 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.
Recent Accounting Standards	Recent Accounting Standards   From time to time, new accounting standards are issued by the Financial Accounting Standards Board (“FASB”) that are adopted by the Company as of the specified effective date. No new accounting standards issued or effective during the period ended June 30, 2024 have had or are expected to have a significant impact on the Company’s financial statements.

v3.24.2

FAIR VALUE MEASUREMENTS (Tables)	6 Months Ended
	Jun. 30, 2024
Fair Value Disclosures [Abstract]
Schedule of fair value measurements	Schedule of fair value measurements                     June 30, 2024     Cost   Unrealized Gain/(Loss)   Accretion of Discount   Fair Value Cash   $ 86     $ –     $ –     $ 86   Money market funds     11,368       –       –       11,368   US treasury bills     975       (1 )     15       989   US agency bonds     5,813       (6 )     38       5,845   Total   $ 18,242     $ (7 )   $ 53     $ 18,288         December 31, 2023       Cost   Accretion of Discount     Fair Value           Cash   $ 157     $ –     $ 157           Money market funds     12,434       –       12,434           US treasury bills     2,931       50       2,981           US agency bonds     3,938       21       3,959           Total   $ 19,460     $ 71     $ 19,531

v3.24.2

REVENUE (Tables)	6 Months Ended
	Jun. 30, 2024
Revenue from Contract with Customer [Abstract]
Schedule of disaggregated revenue by primary geographical markets and timing of revenue recognition	Schedule of disaggregated revenue by primary geographical markets and timing of revenue recognition                                     Three Months Ended June 30,     Six Months Ended June 30,       2024     2023     2024     2023   Primary geographic markets                                 North America   $ 72     $ –     $ 90     $ –   Asia Pacific     –       –       –       –   Total   $ 72     $ –     $ 90     $ –                                     Timing of revenue recognition                                 Products and services transferred at a point in time   $ 50     $ –     $ 50     $ –   Products and services transferred over time     22       –       40       –   Total   $ 72     $ –     $ 90     $ –

v3.24.2

BASIC AND DILUTED LOSS PER SHARE (Tables)	6 Months Ended
	Jun. 30, 2024
Earnings Per Share [Abstract]
Schedule of anti-dilutive shares	Schedule of anti-dilutive shares                     Six Months Ended June 30,     2024   2023 Stock Options     3,613       3,364   Unvested restricted stock     567       555   Total     4,180       3,919

v3.24.2

LEASES (Tables)	6 Months Ended
	Jun. 30, 2024
Leases
Schedule of lease costs	Schedule of lease costs                     Three Months Ended June 30,   Six Months Ended June 30,     2024   2023   2024   2023 Financing lease costs:                                 Amortization of ROU assets   $ 281     $ 290     $ 562     $ 581   Interest on lease liabilities     35       51       74       104   Total financing lease costs   $ 316     $ 341     $ 636     $ 685                                     Operating lease costs:                                 Fixed lease costs   $ 65     $ 64     $ 131     $ 126   Short-term lease costs     261       244       522       541   Total operating lease costs   $ 326     $ 308     $ 653     $ 667
Schedule of future minimum payments	Schedule of future minimum payments         For the Year Ended December 31,   Financing leases   Operating leases Remaining 2024   $ 708     $ 121   2025     1,436       288   2026     478       24   Total future minimum lease payments     2,622       433   Less imputed interest     (128 )     (40 ) Total lease liability   $ 2,494     $ 393
Schedule of supplemental information and non-cash activity	Schedule of supplemental information and non-cash activity                                     Three Months Ended June 30,   Six Months Ended June 30,     2024   2023   2024   2023 Operating cash flow information:                                 Cash paid for amounts included in the measurement of operating lease liabilities   $ 61     $ 55     $ 171     $ 111   Cash paid for amounts included in the measurement of financing liabilities   $ 330     $ 241     $ 549     $ 482   Non-cash activity:                                 Right-of-use assets obtained in exchange for operating lease obligations   $ –     $ 33     $ –     $ 33

v3.24.2

STOCK BASED COMPENSATION (Tables)	6 Months Ended
	Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]
Schedule of stock-based compensation expense	Schedule of stock-based compensation expense                                     Three Months Ended June 30,   Six Months Ended June 30,     2024   2023   2024   2023 Research and development   $ 398     $ 372     $ 775     $ 700   General and administrative     525       570       1,108       1,095   Selling and marketing     64       88       128       162   Total   $ 987     $ 1,030     $ 2,011     $ 1,957
Schedule of stock option activity	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, 2024     3,369     $ 7.04                   Granted     369     $ 6.44                   Exercised     (13 )   $ 6.60                   Forfeited     (68 )   $ 9.78                   Expired     (44 )   $ 14.61                   Outstanding at June 30, 2024     3,613     $ 6.83       4.54     $ –   Exercisable at June 30, 2024     2,943     $ 6.62       3.52     $ –
Schedule of restricted stock activity	Schedule of restricted stock activity             Number of Shares   Weighted-Average Grant Date Fair Value per Share Outstanding at January 1, 2024     419     $ 9.21   Granted     342     $ 6.06   Forfeited     (33 )   $ 8.00   Vested     (161 )   $ 8.86   Outstanding non-vested shares at June 30 2024     567     $ 7.48

v3.24.2

LIQUIDITY AND MANAGEMENT PLANS (Details Narrative)	3 Months Ended	6 Months Ended
	Jun. 30, 2024 USD ($) $ / shares shares	Jun. 30, 2024 USD ($) $ / shares shares
Subsidiary, Sale of Stock [Line Items]
Cash, cash equivalents and short-term investments	$ 18,300,000	$ 18,300,000
Working capital	$ 15,800,000	$ 15,800,000
ATM [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued new, shares | shares	669,000	1,200,000
Average price per share | $ / shares	$ 3.82	$ 5.66
Proceeds from sale of stock, value	$ 2,400,000	$ 6,400,000
Remaining offering capacity	$ 23,100,000	$ 23,100,000

v3.24.2

FAIR VALUE MEASUREMENTS (Details) - Fair Value, Inputs, Level 1 [Member] - Fair Value, Recurring [Member] - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cost	$ 18,242	$ 19,460
Unrealized Gain/(Loss)	(7)
Accretion of Discount	53	71
Fair Value	18,288	19,531
Cash [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cost	86	157
Unrealized Gain/(Loss)	0
Accretion of Discount	0	0
Fair Value	86	157
Money Market Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cost	11,368	12,434
Unrealized Gain/(Loss)	0
Accretion of Discount	0	0
Fair Value	11,368	12,434
US treasury bills [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cost	975	2,931
Unrealized Gain/(Loss)	(1)
Accretion of Discount	15	50
Fair Value	989	2,981
US agency bonds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cost	5,813	3,938
Unrealized Gain/(Loss)	(6)
Accretion of Discount	38	21
Fair Value	$ 5,845	$ 3,959

v3.24.2

REVENUE (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Disaggregation of Revenue [Line Items]
Revenue	$ 72	$ 0	$ 90	$ 0
Transferred at Point in Time [Member]
Disaggregation of Revenue [Line Items]
Revenue	50	0	50	0
Transferred over Time [Member]
Disaggregation of Revenue [Line Items]
Revenue	22	0	40	0
North America [Member]
Disaggregation of Revenue [Line Items]
Revenue	72	0	90	0
Asia Pacific [Member]
Disaggregation of Revenue [Line Items]
Revenue	$ 0	$ 0	$ 0	$ 0

v3.24.2

REVENUE (Details Narrative) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
Deferred revenue	$ 13	$ 0

v3.24.2

BASIC AND DILUTED LOSS PER SHARE (Details) - shares shares in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti dilutive shares	4,180	3,919
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti dilutive shares	3,613	3,364
Unvested restricted stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti dilutive shares	567	555

v3.24.2

LEASES (Details - Lease costs) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Financing lease costs:
Amortization of ROU assets	$ 281	$ 290	$ 562	$ 581
Interest on lease liabilities	35	51	74	104
Total financing lease costs	316	341	636	685
Operating lease costs:
Fixed lease costs	65	64	131	126
Short-term lease costs	261	244	522	541
Total operating lease costs	$ 326	$ 308	$ 653	$ 667

v3.24.2

LEASES (Details - Minimum lease payments) $ in Thousands	Jun. 30, 2024 USD ($)
Operating Leases [Member]
Debt Instrument [Line Items]
Remaining 2024	$ 121
2025	288
2026	24
Total future minimum lease payments	433
Less imputed interest	(40)
Total lease liability	393
Financing Leases [Member]
Debt Instrument [Line Items]
Remaining 2024	708
2025	1,436
2026	478
Total future minimum lease payments	2,622
Less imputed interest	(128)
Total lease liability	$ 2,494

v3.24.2

LEASES (Details - Cash flow effect) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Operating cash flow information:
Cash paid for amounts included in the measurement of operating lease liabilities	$ 61	$ 55	$ 171	$ 111
Cash paid for amounts included in the measurement of financing liabilities	330	241	549	482
Non-cash activity:
Right-of-use assets obtained in exchange for operating lease obligations	$ 0	$ 33	$ 0	$ 33

v3.24.2

LEASES (Details Narrative) - USD ($)		6 Months Ended	12 Months Ended
	May 01, 2023	Jun. 30, 2024	Dec. 31, 2023
Lessee operating lease description	Effective May 1, 2023, the Company leased an additional 404 square feet at its Tempe office location under an amendment to its current lease. The monthly rent payment increased from $1,277 per month to $2,365 per month and the increased rent under the amended lease is accounted for as a modification to the lease under ASC 842 at the time of commencement.		In December 2023, the Company entered into a lease agreement for a tool in Tempe, Arizona. The term of this lease is for 12 months beginning on January 1, 2024 for $87,000 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.
Right-of-use asset		$ 401,000	$ 517,000
Short-term operating lease liability		256,000	264,000
Long-term operating lease liability		$ 137,000	$ 295,000
Lessee, operating lease terminate description		The Company terminated its office lease in Cambridge, Massachusetts as of March 31, 2023. The cost of the lease was $2,942 per month.
Weighted average remaining discount rate for operating leases		5.50%
Weighted average remaining discount rate for financing leases		5.25%
Weighted average lease term for operating lease		1 year 8 months 12 days
Weighted average lease term for financing lease		2 years 1 month 6 days
Tempe AZ Office [Member]
Right-of-use asset	$ 33,000
Short-term operating lease liability	12,000
Long-term operating lease liability	$ 21,000

v3.24.2

STOCK BASED COMPENSATION (Details - Compensation expense) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Allocated stock-based compensation	$ 987	$ 1,030	$ 2,011	$ 1,957
Research and Development Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Allocated stock-based compensation	398	372	775	700
General and Administrative Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Allocated stock-based compensation	525	570	1,108	1,095
Selling And Marketing [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Allocated stock-based compensation	$ 64	$ 88	$ 128	$ 162

v3.24.2

STOCK BASED COMPENSATION (Details - Stock option activity) - Equity Option [Member] $ / shares in Units, shares in Thousands, $ in Thousands	6 Months Ended
	Jun. 30, 2024 USD ($) $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of options outstanding, Beginning balance | shares	3,369
Options outstanding, weighted average exercise prices per share, Beginning balance | $ / shares	$ 7.04
Number of options granted | shares	369
Options granted, weighted average exercise prices per share | $ / shares	$ 6.44
Number of options exercised | shares	(13)
Options exercised, weighted average exercise prices per share | $ / shares	$ 6.60
Number of options forfeited | shares	(68)
Options forfeited, weighted average exercise prices per share | $ / shares	$ 9.78
Number of options expired | shares	(44)
Options expired, weighted average exercise prices per share | $ / shares	$ 14.61
Number of options outstanding, Ending balance | shares	3,613
Options outstanding, weighted average exercise prices per share, Ending balance | $ / shares	$ 6.83
Options outstanding, weighted average remaining contractual term	4 years 6 months 14 days
Options outstanding, intrinsic value | $	$ 0
Options exercisable | shares	2,943
Options exercisable, weighted average exercise prices per share | $ / shares	$ 6.62
Options exercisable, weighted average remaining contractual term	3 years 6 months 7 days
Options exercisable, intrinsic value | $	$ 0

v3.24.2

STOCK BASED COMPENSATION (Details - Restricted stock) - Restricted Stock [Member] shares in Thousands	6 Months Ended
	Jun. 30, 2024 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of outstanding non-vested restricted stock, Beginning balance | shares	419
Outstanding non-vested restricted stock, weighted average grant date fair value per share, Beginning balance | $ / shares	$ 9.21
Number of restricted stock granted | shares	342
Restricted stock granted, weighted average grant date fair value per share | $ / shares	$ 6.06
Number of restricted stock, forfeited | shares	(33)
Restricted stock forfeited, weighted average grant date fair value per share | $ / shares	$ 8.00
Number of restricted stock, vested | shares	(161)
Restricted stock vested, weighted average grant date fair value per share | $ / shares	$ 8.86
Number of outstanding non-vested restricted stock, Ending balance | shares	567
Outstanding non-vested restricted stock, weighted average grant date fair value per share, Ending balance | $ / shares	$ 7.48

v3.24.2

STOCK BASED COMPENSATION (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares available for grant	1,400,000		1,400,000
Equity Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized compensation expense	$ 7,800,000		$ 7,800,000
Unrecognized compensation weighted average period			2 years 10 months 24 days
Weighted average grant date fair value per share	$ 3.92	$ 0	$ 4.97	$ 4.95
Options granted			369,000
Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period			342,000
2017 Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares authorized for issuance	3,750,000		3,750,000
2017 Plan [Member] | Equity Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options granted			369,000
Fair value of options granted			$ 1,800,000
2023 Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares authorized for issuance	2,000,000		2,000,000
2023 Plan [Member] | Equity Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options granted			369,000
Fair value of options granted			$ 1,800,000
2023 Plan [Member] | Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Fair value of options granted			$ 2,100,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period			342,000

v3.24.2

EQUITY (Details Narrative) - Chief Executive Officer [Member]	Apr. 28, 2024 USD ($) $ / shares shares
Stock Issued During Period, Shares, New Issues | shares	2,247
Sale of Stock, Price Per Share | $ / shares	$ 4.45
Proceeds from Issuance of Common Stock | $	$ 10,000

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