Atomera Inc (ATOM) 2024年年度報告「NASDAQ」.pdf

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1、2024 Annual Report2024 Annual Report This Page Intentionally Left Blank 750 University Avenue,Suite 280|Los Gatos,CA 95032 408-442-5248|fx.408-560-9556| Fellow Shareholders,Since going public in 2016,Atomera has committed to a mission of delivering advanced material solutions to the semiconductor in

2、dustry.During that period,we have seen Moores law evolve via complex transistor structures which rely on architectural and material innovation to a greater extent than the predominantly lithographic methods used in the past.That trend is going to continue long term,and we believe that Atomeras techn

3、ology is uniquely positioned to benefit since it has been our core objective to provide quantum engineered material solutions for this purpose since our founding.During 2024,Atomera dedicated itself to delivering premier support to our first production partner to facilitate the fastest possible ramp

4、 of initial royalties.We also made significant headway with other customers in the power,analog and RFSOI markets.The cutting-edge capabilities of MST for memory and advanced node markets gained traction with customers just in time to take advantage of the upsurge in demand in this space from artifi

5、cial intelligence.Finally,we introduced a new solution to address the GaN market and have completed early development work proving its potential,which could have strong growth implications and potentially faster time to market than our traditional business.In 2025,we see continued good structural ma

6、rket conditions to encourage the R&D efforts our customers need to pursue to adopt MST.The automotive and industrial markets seem to be bottoming out and green shoots are in sight for later in the year.We believe this is an excellent market environment for further adoption of Atomeras technology,whi

7、ch will facilitate our growth as a world-class semiconductor materials licensing business.Thank you for your persistent trust and support as we continue to build Atomeras success,Scott A.Bibaud President and Chief Executive Officer Atomera Incorporated March 2025 This Page Intentionally Left Blank U

8、NITED STATES SECURITIES AND EXCHANGE COMMISSION Washington,D.C.20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31,2024 or TRANSITION REPORT UNDER SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the t

9、ransition 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 Incorporation or Organization)(I.R.S.Employer Identification Number)750 University Avenue,Suite 280 Los Gatos,Califor

10、nia 95032(Address,including zip code,of registrants principal executive offices)(408)442-5248(Registrants 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 val

11、ue$0.001 ATOM Nasdaq Capital Market Securities registered pursuant to Section 12(g)of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes No Indicate by check mark if the registrant is not required to file reports pur

12、suant to Section 13 or 15(d)of the Exchange Act.Yes No 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 past 12 months(or for such shorter period that the registrant was required to file

13、 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 prec

14、eding 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,a smaller reporting company or an emerging growth company(as defined in Rul

15、e 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 re

16、vised financial accounting standards provided pursuant to Section 13(a)of the Exchange Act.Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b)of th

17、e Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accounting firm that prepared or issued its audit report.Indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.Indicat

18、e by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b).Indicate by check mark whether the registrant i

19、s a shell company(as defined in Rule 12b-2 of the Exchange Act)Yes No State the aggregate market value of voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold,or the average bid and asked price of such common equity,as

20、 of the last business day of the registrants most recently completed second fiscal quarter:$100,088,746.Shares of the registrants common stock held by each executive officer,director and holder of 10%or more of the outstanding common stock(as determined based on public filings)have been excluded in

21、that such persons may be deemed to be affiliates.This calculation does not reflect a determination that certain persons are affiliates of the registrant for any other purpose.As of February 28,2025,there were 30,703,865 shares of the registrants common stock outstanding.DOCUMENTS INCORPORATED BY REF

22、ERENCE The registrant intends to file a definitive proxy statement pursuant to Regulation 14A within 120 days after the end of the fiscal year ended December 31,2024.Portions of such proxy statement are incorporated by reference into Part III of this Form 10-K.i ATOMERA INCORPORATED TABLE OF CONTENT

23、S Page PART I Item 1.Business.1 Item 1A.Risk Factors.9 Item 1B.Unresolved Staff Comments.16 Item 1C.Cybersecurity.17 Item 2.Properties.17 Item 3.Legal Proceedings.17 Item 4.Mine Safety Disclosures.17 PART II Item 5.Market for Registrants Common Equity,Related Stockholder Matters and Issuer Purchases

24、 of Equity Securities.18 Item 6.Reserved.19 Item 7.Managements Discussion and Analysis of Financial Condition and Results of Operations.19 Item 7A.Quantitative and Qualitative Disclosures About Market Risk.23 Item 8.Financial Statements and Supplementary Data.24 Item 9.Changes in and Disagreements w

25、ith Accountants on Accounting and Financial Disclosure.45 Item 9A.Controls and Procedures.45 Item 9B.Other Information.46 Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.46 PART III Item 10.Directors,Executive Officers and Corporate Governance.47 Item 11.Executive Compens

26、ation.47 Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.47 Item 13.Certain Relationships and Related Transactions and Director Independence.47 Item 14.Principal Accountant Fees and Services.47 PART IV Item 15.Exhibits,Financial Statement Schedu

27、les.48 Item 16.Form 10-K Summary.49 Signatures.50 ii NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933,as amended,and Section 21E of the Securities Exchange Act of 1934,as amen

28、ded,or the Exchange Act,that are intended to be covered by the“safe harbor”created by those sections.The words“believe,”“may,”“will,”“potentially,”“estimate,”“continue,”“anticipate,”“intend,”“could,”“would,”“should,”“ongoing,”“project,”“plan,”“expect”and similar expressions that convey uncertainty o

29、f future events or outcomes are intended to identify forward-looking statements.These forward-looking statements include,but are not limited to,statements concerning the following:our future financial and operating results;our intentions,expectations and beliefs regarding anticipated growth,technolo

30、gy adoption,market penetration and trends in our business;the timing and success of our plan of commercialization;our ability to operate our license and royalty-based business model;the effects of market conditions on our stock price and operating results;our ability to have our technology solutions

31、 gain market acceptance;the effects of competition in our market and our ability to compete effectively;our ability to maintain,protect and enhance our intellectual property;costs associated with initiating and defending intellectual property infringement and other claims;our expectations concerning

32、 our relationships with customers,potential customers,partners and other third parties;the attraction and retention of qualified employees and key personnel;future acquisitions of,or investments in,complementary companies or technologies;and our ability to comply with evolving legal standards and re

33、gulations,particularly concerning requirements for being a public company.These forward-looking statements are subject to a number of risks,uncertainties and assumptions,including those described in“Risk Factors”and elsewhere in this Annual Report and our subsequently filed Quarterly Reports on Form

34、 10-Q.Moreover,we operate in a very competitive and rapidly changing environment,and new risks emerge from time to time.It is not possible for us to predict all risks,nor can we assess the impact of all factors on our business or the extent to which any factor,or combination of factors,may cause act

35、ual results to differ materially from those contained in any forward-looking statements we may make.In light of these risks,uncertainties and assumptions,the forward-looking events and circumstances discussed in this Annual Report may not occur and actual results could differ materially and adversel

36、y from those anticipated or implied in our forward-looking statements.You should not rely upon forward-looking statements as predictions of future events.Although we believe that the expectations reflected in our forward-looking statements are reasonable,we cannot guarantee that the future results,l

37、evels of activity,performance or events and circumstances described in the forward-looking statements will be achieved or occur.Moreover,neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements.We undertake no obligation to update pub

38、licly any forward-looking statements for any reason after the date of this Annual Report to conform these statements to actual results or to changes in our expectations,except as required by law.You should read this Annual Report and the documents that we reference in this Annual Report and have fil

39、ed with the Securities and Exchange Commission as exhibits with the understanding that our actual future results,levels of activity,performance and events and circumstances may be materially different from what we expect.1 PART I Item 1.Business Company Overview We are engaged in the business of dev

40、eloping,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)

41、thick.MST is our proprietary and patent-protected performance enhancement technology that we believe addresses a number of key engineering challenges facing the semiconductor industry.We believe that by incorporating MST,transistors can be made smaller,with increased speed,reliability and power effi

42、ciency.In addition,since MST is an additive and low-cost technology,we believe it can be deployed on an industrial scale,with machines commonly used in semiconductor manufacturing.We believe that MST can be widely incorporated into the most common types of semiconductor products,including analog,log

43、ic,optical and memory integrated circuits.We do not design or manufacture integrated circuits directly.Instead,we develop and license technologies and processes that we believe offer the designers and manufacturers of integrated circuits a low-cost solution to the industrys need for greater performa

44、nce 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 manufa

45、cturers,which are designers of integrated circuits that outsource the manufacturing of their chips to foundries;original equipment manufacturers,or OEMs,that manufacture the epitaxial,or epi,machines used to deposit semiconductor layers,such as the MST film,onto silicon wafers;and electronic design

46、automation companies,which make tools used throughout the industry to simulate performance of semiconductor products using different materials,design structures and process technologies.Our principal business objective is to enter into commercial license agreements that enable our customers to manuf

47、acture and sell MST-enabled products,generating license revenues and ongoing royalties.We also license our MSTcad software to customers,enabling them to simulate the effects of MST on their products using Synopsys,Inc.s technology computer-aided design,or TCAD,software.In addition,we offer fee-based

48、 engineering services to customers evaluating MST.Our goal is that MSTcad licensing and engineering service arrangements will be tools that demonstrate the benefits of MST and will lead customers to enter into full commercial licenses.A“full commercial license”involves a three-stage approach consist

49、ing of:1.An integration license that provides our customer the right to use MST technology(with MST film deposited for the customer by Atomera)in the manufacture of silicon wafers for internal testing and sampling;2.An R&D license,which includes the rights granted in an integration license and grant

50、s our customer the rights to install MST on a tool in their fab and to manufacture MST-enabled products for internal use only;and 3.A high-volume manufacturing,or HVM,license which grants the rights to manufacture and sell MST-enabled products to their customers.In 2024,we changed the terminology of

51、 our licenses.Previously,our R&D license was referred to as a“manufacturing license”and our HVM license was called a“distribution license.”However,the rights conferred to customers under each of these licenses did not change and the terms are used interchangeably in this Annual Report.Depending upon

52、 our customers business needs and how we initially engaged with them,we may make these license grants in one or more separate contracts.The upfront license fee becomes larger at each stage.Upon the grant of an HVM license,our licensees are also required to make royalty payments to us based on the nu

53、mber and/or sales price of MST-enabled products they sell to their customers either at the wafer or individual chip level.We have engaged with certain customers under joint development agreements,or JDAs.Our JDAs include development,technology transfer,manufacturing and licensing components.2 To dat

54、e,applications of our MST technology have primarily been for power devices,RFSOI devices and advanced CMOS integrated circuits including logic and memory.CMOS integrated circuits are the most widely used type of integrated circuits in the semiconductor industry.We believe MST has the potential to ov

55、ercome the key challenges found in the implementation of next-generation nano-scale semiconductor devices incorporating CMOS type transistors,namely enhancing drive current,reducing leakage and reducing variability.In addition,we believe that MST has the potential to deliver these benefits through a

56、 single technology that requires relatively minor modifications to the industry-standard CMOS manufacturing flow.Consequently,we believe that by incorporating MST,designers can make transistors with increased speed,reliability and energy efficiency,without significantly altering the current fabricat

57、ion process or cost of production.During 2024,we began applying our technology to wafers used for fabrication of“compound semiconductors”which are devices built using materials other than silicon,such as gallium nitride(GaN),which have properties especially attractive to the power and radio frequenc

58、y markets.Currently,materials such as GaN suffer from a tradeoff between high-cost specialized wafers and defective,low-yielding wafers resulting from the crystal mismatch between heterogeneous materials.We believe MST can offer a cost-effective solution to these tradeoffs by serving as a buffer lay

59、er between different materials,such as GaN and a silicon wafer substrate.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 change

60、d our name to Atomera Incorporated.Shares of our common stock are listed on the NASDAQ Capital Market under the symbol“ATOM”.Industry Overview Semiconductors,Generally Recent years have seen a remarkable proliferation of consumer and commercial products,especially in wireless,automotive and high-spe

61、ed devices.Cloud computing and artificial intelligence technologies have provided people with new ways to create,store and share information.At the same time,the increasing use of electronics in cars,buildings,appliances and other consumer products is creating a broad landscape of“smart”devices such

62、 as wearable technologies and The Internet of Things.Artificial Intelligence(AI)is being widely adopted by both the enterprise and consumer,and the infrastructure required for the processing of AI workloads is considerable.The COVID-19 pandemic accelerated trends toward remote and hybrid work,cloud

63、computing and mobile devices.These trends coincided with the increasing rollout of 5G cellular networks and associated devices,augmented and virtual reality technologies,cryptocurrencies,and especially artificial intelligence technology,all of which require high levels of processing power.These tren

64、ds in both enterprise and consumer applications are driving increasing demand for integrated circuits and systems with greater functionality and performance,reduced size,and much less power consumption as key requirements.These developments depend,in large part,on integrated circuits,or microchips,w

65、hich are sets of electronic circuits on a single chip of semiconductor material,normally silicon.It is common for a single semiconductor chip to combine many components(processor,communications,memory,custom logic,input/output)resulting in highly complex chip designs.Transistors are the building blo

66、cks of integrated circuits and the most complex semiconductor chips today contain more than 100 billion transistors,each of which may have features that are much less than 1/1,000th the diameter of a human hair.The most widely used transistors in semiconductor chips today are based on CMOS technolog

67、y.Among its many attributes,CMOS allows for a higher density of transistors on a chip and lower power usage than non-CMOS technologies.The Pursuit of Increased Semiconductor Performance For years,the semiconductor industry was able to almost double the number of transistors it could pack into a sing

68、le microchip about every two years,a rate of improvement commonly known as“Moores Law.”The semiconductor industry uses the term“node”to describe the minimum line width or geometry on a semiconductor chip,expressed in nanometers,or nm,for todays technologies.Historically,smaller nodes enable more den

69、sely packed designs that produced less costly products on a per-transistor basis.Frequently,smaller nodes also correspond to an improvement in chip performance,making them the mile markers of Moores Law,with each node marking a new generation of chip-manufacturing technology.3 Until recently,the ind

70、ustry succeeded at maintaining the rate of improvement predicted by Moores Law by scaling the key transistor parameters,such as shrinking feature sizes and reducing operating voltages,thereby allowing more transistors to be packed onto a single microchip.This trend was facilitated in large part by t

71、he development of CMOS technologies and rapid improvements in in lithography,which is the technology used in patterning circuits.However,a discontinuity in the rate of improvement delivered by scaling appeared when transistor technology reached feature sizes below 100 nanometers.The industry respond

72、ed with advanced materials to supplement the ongoing geometry shrinks.Some of those materials advances included strained silicon,Silicon-on-Insulator and High-K/Metal Gate.Semiconductor makers also attempted to obtain performance improvements through more exotic design architectures which frequently

73、 required material innovations to support their manufacturability and reliability.The designers and manufacturers of integrated circuits and systems our targeted customers are facing intense pressure to deliver innovative products while constantly reducing their time-to-market and prices.In other wo

74、rds,innovation in chip and system design today often hinges on“better,sooner and cheaper.”We believe that the semiconductor industry has accepted that moving forward in the nano-era will require adoption of new innovations that extend the scaling formula,including those based on the use of new engin

75、eered materials,a market opportunity our MST technology seeks to address.Because shrinking geometries at the smaller nodes incurs higher capital and manufacturing costs,only a limited number of companies can afford to continue investing in those nodes.These constraints have caused semiconductor desi

76、gners and manufacturers to increasingly rely on engineered materials,like MST,to deliver node-over-node increases transistor performance without having to rely solely on dimensional(lithographic)feature scaling.Vertical Disaggregation of the Industry In trying to keep research and development costs

77、manageable,while attempting to satisfy the demand for increasingly complex semiconductors,certain designers and manufacturers of integrated circuits have transitioned to a more open innovation model in which competing companies and third-party providers actively collaborate to address performance is

78、sues through various alliances,joint ventures,and licensing of externally developed technology.Historically,most semiconductor companies were vertically integrated.They designed,fabricated,packaged and tested their semiconductors using internally developed software design tools and manufacturing pro

79、cesses and equipment.As the cost and skills required for designing and manufacturing complex semiconductors have increased,the semiconductor industry has become disaggregated,with companies concentrating on one or more individual stages of the semiconductor development and production process.This di

80、saggregation has fueled the growth of fabless semiconductor companies,design tool vendors,semiconductor equipment manufacturers,third-party semiconductor manufacturers(or foundries),semiconductor assembly,package and test companies,and intellectual property companies that develop and license technol

81、ogy to others.While specialization has enabled greater development and manufacturing efficiency,it has also created an opportunity for licensing companies,such as Atomera,that develop and license technology to meet fundamental,industry-wide challenges.These intellectual property companies have been

82、able to gain broad adoption of their technology throughout the industry by working with companies within the semiconductor supply chain to evaluate and integrate their technology.Manufacturers and designers of semiconductors increasingly find it more cost-effective to license technologies from IP-ba

83、sed companies than to develop processes internally that are not their core competence.We believe this collaboration and integration of externally-developed IP benefits semiconductor companies by enabling them to bring new technology to market faster and more cost-effectively.Applications of Mears Si

84、licon Technology Among the initial applications for which MST can provide technology differentiation are in power devices,RFSOI devices and advanced CMOS integrated circuits.We offer MST-SP(between 3-5 volts)and MST-SPX(up to 48V),which are types of MST-enabled power devices that offer what we belie

85、ve to be industry-leading on-resistance(also referred to as Rsp)at comparable or improved breakdown voltage and reliability metrics,enabling reduced footprint(and thus smaller devices).We believe that the MST-SP and MST-SPX devices will have immediate application in power management integrated circu

86、its(or PMICs)which are pervasive in hand-held,battery-powered devices and elsewhere.The higher voltage MST-SPX devices are applicable to the rapidly growing automotive and data center power sectors.Both of these MST solutions fill a growing need for reducing power consumption and improving energy ef

87、ficiency.4 We believe MST has the potential to overcome the key challenges found in the implementation of next generation nano-scale semiconductor devices incorporating CMOS-type transistors,namely enhancing drive current,reducing leakage and reducing variability.Shown in the diagram below are two i

88、llustrative implementations of MST in advanced CMOS transistors.The first incorporates MST into the channel region of the transistor which can help to reduce gate leakage(translates to lower off-state power consumption)while the second shows MST incorporated into the source/drain region of the trans

89、istor.This latter implementation helps control dopant diffusion into the channel which improves control of how the transistor turns on and the variability of the transistor operation.In addition,we believe that MST has the potential to deliver these benefits through a single technology that requires

90、 relatively minor modifications to industry-standard CMOS manufacturing flows.Consequently,we believe that by incorporating MST,designers can make transistors with increased speed,reliability and energy efficiency,without significantly altering the current fabrication process or cost of production.T

91、hese improvements are increasingly difficult to achieve and important in next generation logic and memory devices.MST improvements are delivered through our proprietary and patent-protected approach based on a deep understanding of the physics of modern semiconductor devices.Our MST film can be used

92、 to create better controlled doping profiles for a wide variety of semiconductor device designs,including junctions,contacts and channel regions.MST can thus enable more optimized device designs with improved current and voltage handling,lower variability and improved yield.We believe the enhancemen

93、ts enabled by MST,as demonstrated in simulations and on our own and our customers test chips,are approximately equivalent to the enhancements enabled by one-half to a full node of improvement and,therefore,can extend the productive life of capital equipment and wafer fabrication facilities.The exten

94、t of MST-enabled enhancement depends on the device technology and application.We believe that MST compares favorably to other alternatives for enhancing performance of CMOS-type transistors and is both compatible with technologies such as strained silicon and HKMG.Given the costs of moving to more a

95、dvanced technologies,we believe one of the most compelling aspects of MST is its cost/benefit profile.We believe that MST will provide a lower cost of production due to our technologys potential to reduce die size while leveraging existing manufacturing tools,thereby providing chip makers with incre

96、ased performance at all process nodes with significantly fewer disruptions to manufacturing processes and less incremental cost than other advanced technologies.We believe MST can improve transistor performance in a variety of device types including microprocessors;logic products;analog,RF,and mixed

97、-signal devices;as well as DRAM,SRAM,and other memory integrated circuits.We have therefore developed different MST product options that can be applied to the critical industry segments and technology nodes.As of the date of this Annual Report,we have done technology simulation work with universitie

98、s and leading industry players at nodes from 180nm to 2nm.We have also simulated devices with leading industry research facilities and built(and electrically verified)test chips using MST in customer manufacturing facilities which have produced results that demonstrate many of the benefits described

99、 above.5 Development Partnerships Synopsys.Since 2017 we have worked in collaboration with Synopsys,Inc.,a provider of the most broadly used TCAD simulation software in the semiconductor industry.As a result of our collaboration,Synopsys software now supports modeling of MST,which enables semiconduc

100、tor manufacturers and designers to model the interaction of MST with other process steps.In December 2020,we announced availability of our MSTcad software which runs on Synopsys Sentaurus TCAD software and enables semiconductor engineers to simulate the benefits of integrating MST in a variety of de

101、vices.We continually refine our MSTcad software by calibrating our models against measured silicon results and we regularly release updates to that software.We believe these capabilities are helping us focus integration efforts for potential customers more quickly on those areas most likely to deliv

102、er benefits,thus shortening test cycles and,we believe,accelerating the time to a license decision.In the last three years,semiconductor fabs have generally been running at high capacity to keep up with industry supply shortages which has made it challenging for us to run wafers through our customer

103、s fabrication lines.MSTcad has been increasingly used by existing and potential customers to identify applications where MST can have the greatest benefit,without requiring access to customer fabs.Epi Tool Lease.In August 2021 we entered into a five-year lease for an Applied Materials Centura epitax

104、ial deposition reactor which handles both 200mm and 300mm wafers.We utilize this tool to perform deposition on both customer and internal R&D wafers.The terms of our tool lease include the lessors maintenance and support as well as access to a cleanroom with advanced cleaning and inspection tools.MS

105、T Commercialization We do not intend to design or manufacture integrated circuits directly.Instead,we develop and license technologies and processes that offer the designers and manufacturers of integrated circuits increased performance at a lower cost than currently available alternatives.Our custo

106、mers and partners include foundries,integrated device manufacturers,or IDMs,fabless semiconductor manufacturers,OEMs that manufacture epitaxial deposition tools(also known as epi machines),and electronic design automation software companies,such as Synopsys.Our business model is to enter into licens

107、ing arrangements whereby foundries and IDMs pay us a license fee for their use of MST technology in the manufacture of silicon wafers as well as a royalty for each product.Depending on our customers business model and the negotiated terms of our license agreements with each customer,those royalties

108、may be calculated on the basis of wafers or products manufactured and sold that incorporate MST.The primary beneficiaries of our commercialization activities are the IDMs and fabless semiconductor manufacturers,as they produce and distribute integrated circuit devices which are enhanced when they in

109、corporate MST technology.The foundries and OEMs also play an important role in our commercialization strategy because these parties traditionally seek to provide new and improved technologies to their customers the fabless semiconductor manufacturers in the case of the foundries,and the IDMs and fou

110、ndries in the case of the OEMs.In the semiconductor industry,new technologies are vetted thoroughly and carefully by early adopters who are trying to achieve differentiation over competitors.After the early adopters prove the technology in production,it then tends to be broadly and relatively quickl

111、y adopted by“followers”who need to overcome their competitive disadvantage.Due to the cost and complexity of semiconductor manufacturing processes and the desire to maintain a stable and repeatable process flow,new technologies tend to be adopted broadly by the industry and,wherever possible,exploit

112、ed for several generations until they are fully optimized and adoption costs are fully absorbed.6 Although each customer or potential customer follows an evaluation and adoption model that is particular to its business model and product focus,our engagements generally consist of the following phases

113、:1.Engineering Planning:In this phase we engage in a technical exchange of information under a non-disclosure agreement to understand the customers manufacturing process and to determine how best to integrate the deposition of MST film onto the customers semiconductor wafers.2.Set-up for MST Integra

114、tion:We agree upon the technical evaluation details,including the expected rounds of evaluation testing,the parameters to be tested and allocation of costs.Customers provide us with wafers for our internal processing and physical characterization.Some customers work together with us to develop a TCA

115、D model showing possible results of MST integration with their particular manufacturing process.3.MST Integration.Typically,this phase includes several rounds of tests that involve building test devices on a semiconductor wafer using our MST technology within the customers manufacturing process flow

116、.In this phase,we perform the MST deposition on customer wafers,so wafers must be shipped back and forth between the customer and Atomera.We believe that this phase will continue to be the longest in our customer engagement process because integrating into a customers flow frequently requires us to

117、conduct subsequent tests based on the result of earlier test runs.This phase also requires investment of time and resources by customers.In order to progress beyond this phase,we must demonstrate benefits at a commercially significant level.It is difficult for both customers and for Atomera to estim

118、ate the amount of time a customer will be in the integration phase.4.Process Installation.Prior to enabling a customer to install and use MST technology on epitaxial deposition machines in their own fab,we require execution of an R&D license which grants rights limited to manufacturing MST-enabled p

119、roducts for internal R&D and qualification but does not give the customer the right to distribute or sell products that use MST.After installation of MST into the fab,the customer will continue development work to perfect the integration of MST technology into their transistor manufacturing process

120、flow.Upon completion the customer will typically release a new Process Design Kit(PDK)which incorporates MST.Circuit designers will use the new PDK when developing new microchips for production.5.Technology qualification.The customer will conduct additional testing to ensure that the new products de

121、veloped with the new PDK achieve manufacturing reliability under accelerated test conditions that simulate volume production.Upon successful completion of the qualification phase and execution of a high volume manufacturing(HVM)license with Atomera,products can be built and shipped using this manufa

122、cturing process.6.Production.Upon commencement of sales of wafers or devices built using MST,our customer will pay us a royalty that will be a percentage of the selling price of the wafer or device,depending on the terms agreed in the applicable license agreement.While the above steps describe a mod

123、el customer engagement,we have engaged with some customers in ways that do not follow this precise order.JDAs are an example of an engagement format that may combine engineering service,development,manufacturing,process optimization and other joint activities that do not follow the order described a

124、bove.In addition,we may from time to time enter into evaluation license agreements with certain customers under which they may install MST in their fabs to run internal tests only and not for commercial use or distribution.Other potential customers may run tests on wafers containing MST prior to fur

125、ther engagement with us to integrate MST into their manufacturing process.We believe that our success is dependent upon the adoption of our MST technology through to commercial production by at least one IDM,foundry,or fabless semiconductor manufacturer.As of the date of this Annual Report,MST was i

126、n the integration phase(Phase Three as described above)on 14 different engagements and two engagements in Phase Four(process installation).One of these Phase Four customers is ST Microelectronics(“ST”),our first customer to sign a full commercial license.We are also working with OEMs on process deve

127、lopment and equipment optimization to ensure that MST can be reliably and predictably deposited using their manufacturing tools.We have successfully deposited MST using tools made by each of the leading epitaxial deposition equipment suppliers and we believe that if we are successful in our commerci

128、alization efforts,these tool OEMs will promote the incorporation of our MST technology as an option to their standard offering.By doing so,we believe they will simultaneously stimulate additional sales of their capital equipment and encourage more customers to adopt MST.Through our collaboration wit

129、h Synopsys,we enable potential customers of MST to more quickly assess the potential benefits of MST to their semiconductor devices.By creating TCAD software models,we can work with manufacturers to assess which of their product types would most benefit from MST.We believe this modeling capability h

130、as shortened the time required for us to engage with new potential customers and should ultimately lead to a faster decision process by the customer regarding licensing MST.7 We market our MST technology directly to the semiconductor industry through our significant industry contacts and relationshi

131、ps.We also sponsor academic research and participate in industry conferences and associations.In certain foreign jurisdictions,we engage sales representatives to assist us in establishing relationships with local customers.Customers In April 2023,we entered into a license agreement with ST that auth

132、orizes them to manufacture and distribute MST-enabled products to its customers.This agreement provides for payment of license fees payable upon reaching milestones consistent with Atomeras standard business model.Our standard model is based around two major milestones,namely the installation of MST

133、 in a customers fab and qualification of an MST-enabled process.Our 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 a

134、nd 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(whi

135、ch we now refer to as the HVM license),after which ST will be entitled to commercially manufacture and sell 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

136、 through to the commercial manufacture and sale of MST-enabled products.We have two JDAs in place.The first is with a leading semiconductor provider for integration of our MST technology into their manufacturing process.Under this JDA,we granted our customer a paid manufacturing license pursuant to

137、which the customer installed the recipe for our MST film into a tool in their fab and was authorized to fabricate semiconductor wafers incorporating MST for internal use,resulting in this customer entering Phase Four.This JDA also included development milestones that we achieved.We continue to work

138、with this customer and,although this JDA does not confer commercial distribution rights,we believe that successful achievement of the JDA milestones is a significant step toward commercialization,as it should facilitate progress toward integrating MST into one or more of our customers multiple produ

139、ction lines,each of which can provide license revenues and royalty streams.We also executed a JDA with a major semiconductor foundry which contains technical targets which,if achieved,should result in paid licenses and engineering services revenue.As of the date of this Annual Report,we are actively

140、 engaged with this second JDA customer and planning additional development and integration work that,if successful we believe would be a significant step toward commercialization.We have also entered into integration license agreements with(i)a leading fabless RF semiconductor provider,(ii)a semicon

141、ductor foundry and(iii)Asahi Kasei Microdevices,or AKM,which is an IDM and fabless vendor.Under these integration license agreements,customers have paid us for the right to evaluate MST technology,which is integrated onto their semiconductor wafers.We deposit MST onto the customers wafers and the cu

142、stomer has the right under the license agreement to complete the manufacturing process,which enables them to evaluate our technology and to provide limited samples to their customers.AKM,our fabless licensee and our foundry licensee are in our Phase Three(MST Integration).We intend that each of our

143、integration license agreements and JDAs will result in full commercial licenses like our license agreement with ST which provides for substantially larger upfront license fee payments for grants of manufacturing and distribution rights than the integration licenses and will require royalty payments

144、to us based on sales of MST-enabled products they sell to their customers.However,our ability to enter into royalty-based manufacturing and distribution agreements with licensees under our integration license agreements and JDAs will depend,in large part,on the performance of devices they build usin

145、g MST and the successful integration of our MST technology on a high-volume production scale.There can be no assurance that our MST technology will deliver the performance,power,cost reduction or other requirements our customers seek for their products or that the integration of our technology with

146、our customers manufacturing process will be successful in high volume.In addition,even if our MST technology meets our customers technical objectives one or more of our licensees may decide,for reasons unrelated to the price or performance of our MST technology,not to enter into manufacturing and di

147、stribution license agreements.Competition Our lead product,MST,is a proprietary and patent-protected performance enhancement technology that we believe addresses a number of key engineering challenges facing the semiconductor industry.Historically,the development of a new material technology for the

148、 semiconductor industry has taken 10-20 years from conceptualization to volume production.Atomeras MST technology has followed a similar trajectory,from early patents,publications and presentations to the industry to early evaluations and installation at customers.8 We compete with IDMs,OEMs,foundri

149、es,fabless manufacturers of semiconductors and semiconductor IP licensing companies for the development and commercialization of technologies that improve the performance of semiconductors.Historically,when a new fabrication process proves to be a low-cost improvement to the standard fabrication pro

150、cess,and is additive,rather than in place of other performance technologies,it has been successfully adopted industry wide.Good examples of such advances have been chemical mechanical polishing(or CMP),strained silicon and High-K/Metal-Gate.The cost to develop such solutions is typically very high a

151、nd requires many years of testing and modification to perfect.MST has gone through this long,expensive development period and therefore we believe that it has the potential to be one of these low-cost additive technologies,in which case MST would not be subject to significant direct competition from

152、 other technologies.We are not aware of another technology being offered in the market which provides the same technical benefits as MST.Nevertheless,in some cases the engineering teams in our customers,who are developing their own process improvements,may view MST as competition to their internally

153、-developed solutions.Likewise,third parties like equipment OEMs,universities,or other material providers may offer solutions which have some of the same benefits that MST offers.We believe that our technology has far more effective,well-developed and fully-supported performance improvements than tho

154、se offered by these third parties.Research and Development The principal focus of our research and development efforts is on enabling existing and prospective customers to integrate MST into their manufacturing processes and enable them to commercialize MST-enabled semiconductor products.We also ded

155、icate research and development resources to evolving and expanding our technology to address new process technologies in the semiconductor industry roadmap.Our research and development is conducted internally,but we work closely with third parties in the semiconductor industry to evaluate and qualif

156、y our technology for incorporation into semiconductor products and fabrication equipment.During the years ended December 31,2024 and 2023,we incurred research and development expenses of approximately$11.0 million and$12.5 million,respectively.We believe that our success depends in part on our abili

157、ty to achieve the following in a cost-effective and timely manner:enable customers to integrate MST into their products;develop new technologies that meet the changing needs of the semiconductor industry;improve our existing technologies to enable growth into new application areas;and expand our int

158、ellectual property portfolio.Intellectual Property Rights We regard the protection of our technologies and intellectual property rights as an important element of our business operations and crucial to our success.We rely primarily on a combination of patent laws,trade secret laws,confidentiality pr

159、ocedures,and contractual provisions to protect our proprietary technology.We require our employees,consultants,and advisors to enter into confidentiality agreements.These agreements provide that all confidential information developed or made known to the individual during the course of the individua

160、ls relationship with us is to be kept confidential and not disclosed to third parties except under specific circumstances.In the case of our employees and consultants,the agreements provide that all of the technology that is conceived by the individual during the course of employment is our exclusiv

161、e property.The development of our technology and many of our processes are dependent upon the knowledge,experience,and skills of key scientific and technical personnel.As of December 31,2024,we have been granted 108 patents in the U.S.and 112 abroad and we have 50 pending patent applications in the

162、U.S.and 77 abroad.We believe our patents adequately block competitors from using our MST technology without our approval and our patent activity over the past five years has focused on extending the scope of our portfolio through a variety of means,including but not limited to patenting new structur

163、es,materials and methods uniquely enabled by MST technology.In addition,our MST film recipe is confidential know-how,which is only disclosed to customers who have been,at a minimum,a manufacturing licensee and who have executed the appropriate legal agreements.Unlike patents,know-how has no expirati

164、on and our film recipe is necessary in order to utilize MST technology.However,there can be no assurance that one or more of our patents would survive a legal challenge to their scope,validity,or enforceability,or provide significant protection for us.Protection of our film know-how depends on our l

165、icensees compliance with the terms of their contracts including non-disclosure provisions thereof.The failure of our patents,or the failure of trade secret laws,to adequately protect our technology,might make it easier for our competitors to offer similar products or technologies or for our potentia

166、l customers to build products with methods and materials similar to MST without paying us a license fee.In addition,patents may not issue from any of our current or future applications.We also hold registered trademarks in the United States for the marks“Atomera,”“MST”and“MSTcad”and in China for the

167、 mark“Mears”.9 Employees and Human Capital Management As of the date of this Annual Report,we employ 20 people on a full-time basis.Our human capital resources objectives include,as applicable,identifying,recruiting,retaining,incentivizing and integrating our existing and new employees.The principal

168、 purposes of our equity incentive plans are to attract,retain and reward personnel through the granting of stock-based compensation awards that align their compensation with our business objectives and with creation of shareholder value.Available Information Our website is located at .The informatio

169、n on or accessible through our website is not part of this Annual Report on Form 10-K.Copies of our Annual Reports on Form 10-K,Quarterly Reports on Form 10-Q,Current Reports on Form 8-K and amendments to these reports filed or furnished pursuant to Section 13(a)or 15(d)of the Exchange Act are avail

170、able free of charge,on our investor relations website as soon as reasonably practicable after we file such material electronically with or furnish it to the Securities and Exchange Commission,or the SEC.A copy of this Annual Report on Form 10-K is also located at the SECs Public Reference Room at 10

171、0 F Street,NE,Washington,D.C.20549.Information on the operation of the Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330.The SEC also maintains an internet site that contains reports and other information regarding our filings at www.sec.gov.Item 1A.Risk Factors We are subje

172、ct to various risks that may harm our business,prospects,financial condition and results of operation or prevent us from achieving our goals.If any of these risks occur,our business,financial condition or results of operation may be materially adversely affected.In such case,the trading price of our

173、 common stock could decline and investors could lose all or part of their investment.Risks Related to Our Business We have generated limited revenue to date,so it is difficult for potential investors to evaluate our business.To date,our operations have consisted of technology research and developmen

174、t,testing,and joint development work with customers,potential customers and strategic partners.Our business model is to derive our revenue primarily from license fees and royalties,but to date we have only recognized minimal revenues.Our limited operating history makes it difficult to evaluate the c

175、ommercial value of our technology,the viability of our licensing model or our prospective operations.As an early-stage company,we are subject to all the risks inherent in the initial organization,financing,expenditures,complications and delays in a new business,including,without limitation:the timin

176、g and success of our plan of commercialization and the fact that we have entered into only one full commercial license with a customer,ST;our ability to replicate on a large commercial scale the benefits of our MST technology that we have demonstrated in preliminary testing;our ability to execute jo

177、int development agreements with potential customers;our ability to structure,negotiate and enforce license agreements that will allow us to operate profitably;our ability to advance our license agreement with ST through the qualification phase,complete the HVM license milestone with ST and earn the

178、corresponding license fee and subsequently reach the phase in which ST ships royalty-bearing products,which is core to our business model;our ability to advance the licensing arrangements with our RF licensee and our foundry licensee to R&D and HVM licenses and to shipment of royalty-bearing product

179、s;our success in capitalizing on the achievement of the technical milestones in our first JDA in order to enter into one or more distribution and royalty agreements with business units of that JDA customer as well as our success in meeting technical milestones in the JDA with our second JDA customer

180、;our ability to convert licensees of our MSTcad software to licenses of our MST technology under commercial license agreements and to successfully utilize MSTcad in both internal development and customer evaluations;our ability to protect our intellectual property rights;and our ability to raise add

181、itional capital as and when needed.Investors should evaluate an investment in us in light of the uncertainties encountered by developing companies in a competitive environment.There can be no assurance that our efforts will be successful or that we will ultimately be able to attain profitability.10

182、We have a history of significant operating losses and anticipate continued operating losses for at least the near term.For the years ended December 31,2024 and 2023,we have incurred net losses of approximately$18.4 million and$19.8 million,respectively,and our operations have used approximately$13.2

183、 million and$14.6 million of cash,respectively.As of December 31,2024,we had an accumulated deficit of approximately$221.5 million.We will continue to experience negative cash flows from operations until at least such time as we are able to secure R&D and HVM license agreements with one or more foun

184、dries,IDMs or fabless semiconductor manufacturers and such customers ship sufficient volumes of royalty-bearing products and pay upfront license fees to support our cash requirements.While management will endeavor to generate positive cash flows from the commercialization of our MST technology,there

185、 can be no assurance that we will be successful in doing so.If we are unable to generate positive cash flow within a reasonable period of time,we may be unable to further pursue our business plan or continue operations.While we have entered into one commercial license agreement,four integration lice

186、nse agreements and two joint development agreements,there can be no assurance that any of these relationships will advance to further licensing stages or to royalty-based distribution license agreements.In September and October 2018,respectively,we entered into separate license agreements with AKM a

187、nd ST,both of which are leading IDMs.In October 2019,we entered into a license agreement with a leading RF semiconductor supplier.In December 2021,we entered into a JDA with a leading semiconductor manufacturer.In February 2022,we entered into an integration license agreement with a semiconductor fo

188、undry.In April 2022 we entered into a JDA with a major semiconductor foundry.Our integration licensees have paid us licensing fees for the right to build products that integrate MST technology onto their semiconductor wafers,but the agreements do not grant the licensees the right to sell products in

189、corporating MST.Such rights require our integration licensees to enter into additional license agreements that,if executed,would allow each licensee or their foundry to manufacture MST-enabled products and to sell them to their customers.R&D and HVM agreements such as our license agreement with ST p

190、rovide for substantially larger upfront license fee payments than integration license fees and such agreements require licensees to make royalty payments to us based the number and sales price of MST-enabled products they sell to their customers.Our first JDA customer paid us for an R&D license in t

191、he first quarter of 2021 when we delivered our MST recipe to them.In February 2022,we successfully achieved all the development milestones in the JDA resulting in additional revenue.Nevertheless,neither of our JDAs commits the customers to take MST to production.ST has successfully installed our MST

192、 film recipe and they have accepted our film under the license agreement,resulting in the grant of an R&D license to them enabling them to manufacture MST wafers for internal use,but there can be no assurance that our MST technology will deliver the performance,power or other requirements that ST or

193、 our other customers seek for their products or that the integration of our technology with our customers manufacturing process will be successful in high volume.In addition,even if our MST technology is successfully integrated into the licensees products,any or all of our licensees may decide,for r

194、easons unrelated to the price or performance of our MST technology,not to enter the subsequent license phases or execute the additional license agreements required to take MST to commercial production.We expect that our product qualification and licensing cycle will be lengthy and costly,and our mar

195、keting,engineering and sales efforts may be unsuccessful.We have incurred significant engineering,marketing and sales expenses during customer engagements without entering into license agreements,generating a license fee or establishing a royalty stream from the customer and we expect that such inve

196、stments ahead of license revenue will continue to be necessary in the future.The introduction of any new process technology into semiconductor manufacturing is a lengthy process and we cannot forecast with any degree of assurance the length of time it takes to establish a new licensing relationship.

197、However,based on our engagements with potential customers to date,we believe the time from initial engagement until our customers incorporate our technologies in their semiconductor products can take 18 to 36 months or longer.Our integration license agreements with our current licensees do not commi

198、t them to manufacturing or distribution licenses and we expect those licensees to perform additional tests on evaluation wafers under their respective integration licenses before deciding whether to enter the next stages of licensing MST.As such,we will incur additional expenses in our engagements w

199、ith our licensees before we receive license fees,if any,for manufacturing and distribution and before any subsequent royalty stream begins.Although we have successfully completed the objectives of our first JDA and granted that customer a manufacturing license,the agreement does not commit our custo

200、mer to a distribution license.While we believe our JDAs and our integration license agreements should accelerate licensing decisions by other customers,the evaluation process for new technologies in the semiconductor industry is inherently long and complex and there can be no assurance that we will

201、successfully convert other customer prospects into paying customers or that any of these customers will generate sufficient revenue to cover our expenses.11 Qualification of our MST technology requires access to our potential customers manufacturing tools and facilities,as well as to leased tools an

202、d facilities,which may not be available on a timely basis or at all.The qualification of a new process technology like MST entails the integration of our MST film into the complex manufacturing processes employed by our potential customers.In order to validate the benefits of MST,our customer engage

203、ment process involves fabrication of wafers that incorporate MST deposited by us using our epitaxial deposition tools and then completing the manufacturing of the wafers in our customers facilities using their tools.The semiconductor industry in 2024 exceeded$550 billion in sales.Over the past three

204、 years,some segments of the industry have been characterized by product shortages as strong demand has outstripped supply,resulting in tight capacity among our potential customers,while other segments have experienced softness and excess supply as part of the correction of COVID-era supply-chain dis

205、ruptions.Although these supply/demand imbalances and uneven capacity conditions have started to normalize throughout 2024,we have experienced delays in completing the processing of evaluation wafers by our customers as those customers prioritize utilization of their equipment for production use.If o

206、ur customers do not dedicate their equipment and facilities to testing our products in a timely fashion,we may experience delays that will increase our expenses and delay our customers decisions on entering into commercial licenses with us.Additionally,we conduct our ongoing research and development

207、 and portions of our customer evaluation activities using leased epitaxial(epi)deposition tools that we believe will accelerate internal development work and customer engagements.However,epi tools require ongoing,complex maintenance and they have been and will continue to be subject to both planned

208、and unplanned downtime.Any interruption in our epi tool availability may negatively impact the progress of customer work as well as our internal research and development and accordingly could delay or prevent customers from entering into commercial licenses.The long-term success of our business is d

209、ependent on a royalty-based business model,which is inherently risky.The long-term success of our business is dependent on future royalties paid to us by licensee-customers,whose business require them to market products to their end customers.Royalty payments under our licenses are generally expecte

210、d to be based on a percentage of the selling price of wafers made using MST or the selling price of MST-enabled semiconductor die sold,depending on the customer type and the negotiation of our full commercial license agreements.We will depend upon our ability to structure,negotiate and enforce agree

211、ments for the determination and payment of royalties,as well as upon our licensees compliance with their agreements.We face risks inherent in a royalty-based business model,many of which are outside of our control,such as the following:the rate of adoption and incorporation of our technology by semi

212、conductor designers and manufacturers and the manufacturers of semiconductor fabrication equipment;customers willingness to agree to an ongoing royalty model,which may impact their product costs and margins;our licensee customers ability to successfully market MST-enabled products to their end custo

213、mers;the length of the design cycle and the ability to successfully integrate our MST technology into integrated circuits;the demand for products incorporating semiconductors that use our licensed technology;the cyclicality of supply and demand for products using our licensed technology;the impact o

214、f economic downturns;and the timing of receipt of royalty reports and the applicable revenue recognition criteria,which may result in fluctuation in our results of operations.We may need additional financing to execute our business plan and fund operations,which additional financing may not be avail

215、able on reasonable terms or at all.As of December 31,2024,we had total assets of approximately$29.1 million,cash,cash-equivalents and short-term investments of approximately$26.8 million and working capital of approximately$23.5 million.We believe that we have sufficient capital to fund our current

216、business plans and obligations over,at least,the 12 months following the date of this Annual Report.However,even after installation of MST in a customers fab under a manufacturing license,the full production qualification of a new technology like MST can take more than an additional year,and we have

217、 limited ability to influence our customers testing and qualification processes.Accordingly,we may require additional capital prior to obtaining a royalty-based license or prior to such a license generating sufficient royalty income to cover our ongoing operating expenses.In the event we require add

218、itional capital over and above the amount of our presently available working capital,we will endeavor to seek additional funds through various financing sources,including the sale of our equity and debt securities,licensing fees for our technology and joint ventures with industry partners.In additio

219、n,we will consider alternatives to our current business plan that may enable us to achieve material revenue with a smaller amount of capital.However,there can be no guarantees that such funds will be available on commercially reasonable terms,if at all.If such financing is not available on satisfact

220、ory terms,we may be unable to further pursue our business plan and we may be unable to continue operations.12 Unfavorable geopolitical and macroeconomic developments could adversely affect our business,financial condition or results of operations.Our business could be adversely affected by condition

221、s in the U.S.and global economies,the United States and global financial markets,potential imposition of tariffs,increased export controls and adverse geopolitical and macroeconomic developments,including inflation rates,the Ukrainian/Russian and Israeli/Palestinian conflicts and related sanctions,b

222、ank failures,and economic uncertainties related to these conditions.For example,increased inflation may result in increases in our operating costs(including our labor costs),reduced liquidity and limits on our ability to access credit or otherwise raise capital on acceptable terms,if at all.In respo

223、nse to rising inflation,the U.S.Federal Reserve has raised interest rates,which,coupled with reduced government spending and volatility in financial markets,may have the effect of further increasing economic uncertainty and heightening these risks.Additionally,financial markets around the world expe

224、rienced volatility following the invasion of Ukraine by Russia in February 2022 and the eruption of the Israeli/Palestinian conflict in October 2023,including as a result of economic sanctions and export controls against Russia and countermeasures taken by Russia.The full economic and social impact

225、of these sanctions and countermeasures,in addition to the ongoing military conflicts in Ukraine and Gaza,which could conceivably expand,remains uncertain;however,both the conflicts and related sanctions have resulted and could continue to result in disruptions to trade,commerce,pricing stability,cre

226、dit availability,and/or supply chain continuity,in both Europe and globally,and has introduced significant uncertainty into global markets.While we do not currently operate in Russia,Ukraine or the Middle East,as the adverse effects of these conflicts continue to develop our business and results of

227、operations may be adversely affected.Recent efforts to create national self-sufficiency of the semiconductor supply chain by various countries around the world creates new competitive and economic dynamics that are difficult to predict and may lead to semiconductor industry instability.For example,t

228、he U.S.government has been imposing increasingly strict export controls,particularly on exports to China,which have already impacted the financial performance and business outlook of certain semiconductor vendors and vendors of semiconductor manufacturing equipment.Increased restrictions on the avai

229、lability and use of critical semiconductor IP and equipment by various foreign entities may limit Atomeras ability to license our IP in some parts of the world.Our internal computer systems,or those of our collaborators or other contractors or consultants,may fail or suffer security breaches,which c

230、ould result in a material disruption of our development programs.Our internal computer systems and those of our current and any future collaborators and other contractors or consultants are vulnerable to damage from computer viruses,unauthorized access,natural disasters,terrorism,war and telecommuni

231、cation and electrical failures.While we have not experienced any such material system failure,accident or security breach to date,if such an event were to occur and cause interruptions in our operations,it could result in a disruption of our development programs and our business operations,whether d

232、ue to a loss of our or our customers trade secrets or other proprietary information or other similar disruptions.To the extent that any disruption or security breach were to result in a loss of,or damage to,our data or applications,or inappropriate disclosure of confidential or proprietary informati

233、on,we could incur liability,our competitive position could be harmed and the further development and commercialization of our technology could be delayed.We could be subject to risks caused by misappropriation,misuse,leakage,falsification or intentional or accidental release or loss of information m

234、aintained in the information systems and networks of our company and our vendors,including personal or confidential information of our employees,customers and vendors.In addition,outside parties may attempt to penetrate our systems or those of our customers or vendors or fraudulently induce our pers

235、onnel or the personnel of our customers or vendors to disclose sensitive information in order to gain access to our data and/or systems.We may experience threats to our data and systems,including malicious codes and viruses,phishing and other cyberattacks.The number and complexity of these threats c

236、ontinue to increase over time.If a material breach of,or accidental or intentional loss of data from,our information technology systems or those of our customers or vendors occurs,the market perception of the effectiveness of our security measures could be harmed and our reputation and credibility c

237、ould be damaged.We could be required to expend significant amounts of money and other resources to repair or replace information systems or networks.In addition,we could be subject to regulatory actions and/or claims made by individuals and groups in private litigation involving privacy issues relat

238、ed to data collection and use practices and other data privacy laws and regulations,including claims for misuse or inappropriate disclosure of data,as well as unfair or deceptive practices.Although we develop and maintain systems and controls designed to prevent these events from occurring,and we ha

239、ve a process to identify and mitigate threats,the development and maintenance of these systems,controls and processes is costly and requires ongoing monitoring and updating as technologies change and efforts to overcome security measures become increasingly sophisticated.Moreover,despite our efforts

240、,the possibility of these events occurring cannot be eliminated entirely.As we outsource more of our information systems to vendors,engage in more electronic transactions with customers and vendors,and rely more on cloud-based information systems,the related security risks will increase and we will

241、need to expend additional resources to protect our technology and information systems.In addition,there can be no assurance that our internal information technology systems or those of our third-party contractors,or our consultants efforts to implement adequate security and control measures,will be

242、sufficient to protect us against breakdowns,service disruption,data deterioration or loss in the event of a system malfunction,or prevent data from being stolen or corrupted in the event of a cyberattack,security breach,industrial espionage attacks or insider threat attacks which could result in fin

243、ancial,legal,business or reputational harm.13 Our revenues may be concentrated in a few customers and if we lose any of these customers,or these customers do not pay us,our revenues could be materially adversely affected.If we are able to secure the adoption of our MST by one or more foundries,IDMs

244、or fabless semiconductor manufacturers,we expect that for at least the first few years substantially all of our revenue will be generated from license fees and engineering services before customers commence royalty-bearing shipments.Due to the concentration and ongoing consolidation within the semic

245、onductor industry,we may also find that over the longer term our royalty-based revenues are dependent on a relatively few customers.If we lose any of these customers,or these customers do not pay us,our revenues could be materially adversely affected.If we are unable to manage future expansion effec

246、tively,our business,operations and financial condition may suffer significantly,resulting in decreased productivity.If our MST proves to be commercially valuable,it is likely that we will experience a rapid growth phase that could place a significant strain on our managerial,administrative,technical

247、,operational and financial resources.Our organization,procedures and management may not be adequate to fully support the expansion of our operations or the efficient execution of our business strategy.If we are unable to manage future expansion effectively,our business,operations and financial condi

248、tion may suffer significantly,resulting in decreased productivity.It may be difficult for us to verify royalty amounts owed to us under our licensing agreements,and this may cause us to lose revenues.We will endeavor to provide that the terms of our license agreements require our licensees to docume

249、nt their use of our technology and report related data to us on a regular basis.We will endeavor to provide that the terms of our license agreements give us the right to audit books and records of our licensees to verify this information,however audits can be expensive,time consuming,and may not be

250、cost justified based on our understanding of our licensees businesses.We will endeavor to audit certain licensees to review the accuracy of the information contained in their royalty reports in an effort to decrease the likelihood that we will not receive the royalty revenues to which we are entitle

251、d under the terms of our license agreements,but we cannot give assurances that such audits will be effective to that end.Our business operations could suffer in the event of information technology systems failures or security breaches.While we believe that we have implemented adequate security measu

252、res within our internal information technology and networking systems,our information technology systems may be subject to security breaches,damages from computer viruses,natural disasters,terrorism,and telecommunication failures.Any system failure or security breach could cause interruptions in our

253、 operations,including but not limited to our technology computer-aided design,or TCAD,modeling using Synopsys software,in addition to the possibility of losing proprietary information and trade secrets.To the extent that any disruption or security breach results in inappropriate disclosure of our co

254、nfidential information,our competitive position may be adversely affected,and we may incur liability or additional costs to remedy the damages caused by these disruptions or security breaches.If integrated circuits incorporating our technologies are used in defective products,we may be subject to pr

255、oduct liability or other claims.If our MST technology is used in defective or malfunctioning products,we could be sued for damages,especially if the defect or malfunction causes physical harm to people.While we will endeavor to carry product liability insurance,contractually limit our liability and

256、obtain indemnities from our customers,there can be no assurance that we will be able to obtain insurance at satisfactory rates or in adequate amounts or that any insurance and customer indemnities will be adequate to defend against or satisfy any claims made against us.The costs associated with lega

257、l proceedings are typically high,relatively unpredictable and not completely within our control.Even if we consider any such claim to be without merit,significant contingencies may exist,similar to those summarized in the above risk factor concerning intellectual property litigation,which could lead

258、 us to settle the claim rather than incur the cost of defense and the possibility of an adverse judgment.Product liability claims in the future,regardless of their ultimate outcome,could have a material adverse effect on our business,financial condition and reputation,and on our ability to attract a

259、nd retain licensees and customers.Effective as of January 31,2024,we lost access to certain semiconductor manufacturing and engineering services which may be difficult and/or costly to replace.From April 2016 through January 2024,we worked with TSI Technology Development&Commercialization Services L

260、LC,or TSI under a Master R&D Services Agreement and a Manufacturing Agreement.Under these agreements,TSI provided us with foundry services,consisting of engineering and manufacturing services.In August 2023,TSI was acquired by Robert Bosch Semiconductor LLC,or Bosch.In October 2023,Bosch advised us

261、that on January 31,2024 it would cease providing engineering and manufacturing services to third parties,including Atomera,in order to commence the conversion of the TSI fab to production of Silicon Carbide semiconductor products.We are in active discussions with potential replacement providers of f

262、oundry services.However,there are few foundries that offer R&D services that are comparable to those provided by TSI,so we may face difficulty in replacing the services that TSI had provided.We have utilized TSIs services for a portion of our internal R&D which required complete semiconductor device

263、 fabrication.No wafers sold or licensed to any customer have been fabricated at TSI.Accordingly,we do not believe that the loss of TSIs services has had or will have a meaningful impact on any of our ongoing client engagements.However,our access to foundry services was interrupted while we were work

264、ing to reach an agreement with a replacement foundry and adapt our R&D processes to those used at our replacement foundry.This transition may cause us to incur meaningful startup costs,may divert engineering resources from ongoing R&D activities and may increase our ongoing spending on outsourced en

265、gineering services.The potential inability to replace the TSI services may have a material adverse effect on the timing and cost of continuing to develop example applications and devices which exhibit the advantages of our MST technology.14 Risks Related to Intellectual Property If we fail to protec

266、t and enforce our intellectual property rights and our confidential information,our business will suffer.We rely primarily on a combination of nondisclosure agreements and other contractual provisions and patent,trade secret and copyright laws to protect our technology and intellectual property.If w

267、e fail to protect our technology and intellectual property,our licensees and others may seek to use our technology and intellectual property without the payment of license fees and royalties,which could weaken our competitive position,reduce our operating results and increase the likelihood of costl

268、y litigation.The growth of our business depends in large part on our ability to secure intellectual property rights in a timely manner,our ability to convince third parties of the applicability of our intellectual property rights to their products,and our ability to enforce our intellectual property

269、 rights.In certain instances,we attempt to obtain patent protection for portions of our technology,and our license agreements typically include both issued patents and pending patent applications as well as our proprietary know-how.If we fail to obtain patents in a timely manner or if the patents is

270、sued to us do not cover all of the inventions disclosed in our patent applications,others could use portions of our technology and intellectual property without the payment of license fees and royalties.We also rely on trade secret laws rather than patent laws to protect other portions of our propri

271、etary technology.However,trade secrets can be difficult to protect.The misappropriation of our trade secrets or other proprietary information could seriously harm our business.We protect our proprietary technology and processes,in part,through confidentiality agreements with our employees,consultant

272、s,suppliers and customers.We cannot be certain that these contracts have not been and will not be breached,that we will be able to timely detect unauthorized use or transfer of our technology and intellectual property,that we will have adequate remedies for any breach,or that our trade secrets will

273、not otherwise become known or be independently discovered by competitors.If we fail to use these mechanisms to protect our technology and intellectual property,or if a court fails to enforce our intellectual property rights,our business will suffer.We cannot be certain that these protection mechanis

274、ms can be successfully asserted in the future or will not be invalidated or challenged.Further,the laws and enforcement regimes of certain countries do not protect our technology and intellectual property to the same extent as do the laws and enforcement regimes of the U.S.In certain jurisdictions,w

275、e may be unable to protect our technology and intellectual property adequately against unauthorized use,which could adversely affect our business.A court invalidation or limitation of our key patents could significantly harm our business.Our patent portfolio contains some patents that are particular

276、ly significant to our MST technology.If any of these key patents are invalidated,or if a court limits the scope of the claims in any of these key patents,the likelihood that companies will take new licenses and that any current licensees will continue to agree to pay under their existing licenses co

277、uld be significantly reduced.The resulting loss in license fees and royalties could significantly harm our business.Moreover,our stock price may fluctuate based on developments in the course of ongoing litigation.We may become involved in material legal proceedings in the future to enforce or protec

278、t our intellectual property rights,which could harm our business.From time to time,we may identify products that we believe infringe on our patents.In that event,we expect to initially seek to license the manufacturer of the infringing products,however if the manufacturer is unwilling to enter into

279、a license agreement,we may have to initiate litigation to enforce our patent rights against those products.Litigation stemming from such disputes could harm our ability to gain new customers,who may postpone licensing decisions pending the outcome of the litigation or who may,as a result of such lit

280、igation,choose not to adopt our technologies.Such litigation may also harm our relationships with existing licensees,who may,because of such litigation,cease making royalty or other payments to us or challenge the validity and enforceability of our patents or the scope of our license agreements.In a

281、ddition,the costs associated with legal proceedings are typically high,relatively unpredictable and not completely within our control.These costs may be materially higher than expected,which could adversely impair our working capital,affect our operating results and lead to volatility in the price o

282、f our common stock.Whether or not determined in our favor or ultimately settled,litigation would divert our managerial,technical,legal and financial resources from our business operations.Furthermore,an adverse decision in any of these legal actions could result in a loss of our proprietary rights,s

283、ubject us to significant liabilities,require us to seek licenses from others,limit the value of our licensed technology or otherwise negatively impact our stock price or our business and financial position,results of operations and cash flows.Even if we prevail in our legal actions,significant conti

284、ngencies may exist to their settlement and final resolution,including the scope of the liability of each party,our ability to enforce judgments against the parties,the ability and willingness of the parties to make any payments owed or agreed upon and the dismissal of the legal action by the relevan

285、t court,none of which are completely within our control.Parties that may be obligated to pay us royalties could be insolvent or decide to alter their business activities or corporate structure,which could affect our ability to collect royalties from such parties.15 Our technologies may infringe on t

286、he intellectual property rights of others,which could lead to costly disputes or disruptions.The semiconductor industry is characterized by frequent allegations of intellectual property infringement.Any allegation of infringement could be time consuming and expensive to defend or resolve,result in s

287、ubstantial diversion of management resources,cause suspension of operations or force us to enter into royalty,license,or other agreements rather than dispute the merits of such allegation.Furthermore,third parties making such claims may be able to obtain injunctive or other equitable relief that cou

288、ld block our ability to further develop or commercialize some or all of our technologies,and the ability of our customers to develop or commercialize their products incorporating our technologies,in the U.S.and abroad.If patent holders or other holders of intellectual property initiate legal proceed

289、ings,we may be forced into protracted and costly litigation.We may not be successful in defending such litigation and may not be able to procure any required royalty or license agreements on acceptable terms or at all.Risks Related to Owning Our Common Stock The market price of our shares may be sub

290、ject to fluctuation and volatility.You could lose all or part of your investment.The market price of our common stock is subject to wide fluctuations in response to various factors,some of which are beyond our control.Between January 1,2024 and February 1,2025,the reported high and low sales prices

291、of our common stock have ranged from$2.31 to$17.55.The market price of our shares on the NASDAQ Capital Market may fluctuate as a result of a number of factors,some of which are beyond our control,including,but not limited to:actual or anticipated variations in our results of operations and financia

292、l condition;market acceptance of our MST technology;success or failure of our research and development projects;announcements of technological innovations by us;failure by us to achieve a publicly announced milestone;failure by us to meet expectations of investors,some of which may not be within our

293、 control or be related to our public announcements;delays between our expenditures to develop and market new or enhanced technological innovations and the generation of licensing revenue from those innovations;developments concerning intellectual property rights,including our involvement in litigati

294、on brought by or against us;changes in the amounts that we spend to develop,acquire or license new technologies or businesses;our sale or proposed sale,or the sale by our significant stockholders,of our shares or other securities in the future;changes in our key personnel;changes in earnings estimat

295、es or recommendations by securities analysts,if we continue to be covered by analysts;the trading volume of our shares;and general economic and financial market conditions and other factors,including factors unrelated to our operating performance.These factors and any corresponding price fluctuation

296、s may materially and adversely affect the market price of our shares and result in substantial losses being incurred by our investors.In the past,following periods of market volatility,public company stockholders have often instituted securities class action litigation.If we were involved in securit

297、ies litigation,it could impose a substantial cost upon us and divert the resources and attention of our management from our business.16 We have not paid dividends in the past and have no immediate plans to pay dividends.We plan to reinvest all of our earnings,to the extent we have earnings,to cover

298、operating costs and otherwise become and remain competitive.We do not plan to pay any cash dividends with respect to our securities in the foreseeable future.We cannot assure you that we would,at any time,generate sufficient surplus cash that would be available for distribution to the holders of our

299、 common stock as a dividend.Therefore,you should not expect to receive cash dividends on our common stock.Our charter documents and Delaware law may inhibit a takeover that stockholders consider favorable.Provisions of our certificate of incorporation and bylaws and applicable provisions of Delaware

300、 law may delay or discourage transactions involving an actual or potential change in control or change in our management,including transactions in which stockholders might otherwise receive a premium for their shares,or transactions that our stockholders might otherwise deem to be in their best inte

301、rests.The provisions in our certificate of incorporation and bylaws:limit who may call stockholder meetings;do not permit stockholders to act by written consent;allow us to issue blank check preferred stock without stockholder approval;do not provide for cumulative voting rights;and provide that all

302、 vacancies may be filled by the affirmative vote of a majority of directors then in office,even if less than a quorum.In addition,Section 203 of the Delaware General Corporation Law may limit our ability to engage in any business combination with a person who beneficially owns 15%or more of our outs

303、tanding voting stock unless certain conditions are satisfied.This restriction lasts for a period of three years following the share acquisition.These provisions may have the effect of entrenching our management team and may deprive you of the opportunity to sell your shares to potential acquirers at

304、 a premium over prevailing prices.This potential inability to obtain a control premium could reduce the price of our common stock.Our bylaws designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain litigation that may be initiated by our stockholders,which

305、 could limit our stockholders ability to obtain a favorable judicial forum for disputes with the Company.Our bylaws provide that,unless we consent in writing to the selection of an alternative forum,the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for(i)any deriva

306、tive action or proceeding brought on our behalf,(ii)any action asserting a claim of breach of fiduciary duty owed by any of our directors,officers or other employees to us or our stockholders,(iii)any action asserting a claim against us or any our directors,officers or other employees arising pursua

307、nt to any provision of the Delaware General Corporation Law or our certificate of incorporation or bylaws,or(iv)any action asserting a claim against us or any our directors,officers or other employees governed by the internal affairs doctrine.This forum selection provision in our bylaws may limit ou

308、r stockholders ability to obtain a favorable judicial forum for disputes with us or any of our directors,officers or other employees.Our board of directors may issue blank check preferred stock,which may affect the voting rights of our holders and could deter or delay an attempt to obtain control of

309、 us.Our board of directors is authorized,without stockholder approval,to issue preferred stock in series and to fix and state the voting rights and powers,designation,preferences and relative,participating,optional or other special rights of the shares of each such series and the qualifications,limi

310、tations and restrictions thereof.Preferred stock may rank prior to our common stock with respect to dividends rights,liquidation preferences,or both,and may have full or limited voting rights.If issued,such preferred stock would increase the number of outstanding shares of our capital stock,adversel

311、y affect the voting power of holders of our common stock and could have the effect of deterring or delaying an attempt to obtain control of us.Item 1B.Unresolved Staff Comments None.17 Item 1C.Cybersecurity Risk Management and Strategy.Our cybersecurity program is built upon the National Institute f

312、or Standards and Technology(“NIST”),International Organization for Standardization(“ISO”)and other best practice frameworks.We employ processes for assessing,identifying,and managing material risks from cybersecurity threats,including engagement of an independent cybersecurity consultant to audit ou

313、r systems and procedures,make recommendations for improvement and monitor remediation of any identified risks.We also conduct random vulnerability testing including network penetration,phishing and social engineering tests.In addition,we also request Systems and Organization Control(“SOC”)type repor

314、ts from several of our service providers including our payroll and human resources system provider and stock administration provider.In addition,we provide awareness training to our employees to help identify,avoid and mitigate cybersecurity threats and to remind them of the importance of handling a

315、nd protecting our information.Although we develop and maintain systems and controls designed to prevent cybersecurity breaches from occurring,and we have a process to identify and mitigate threats,the development and maintenance of these systems,controls and processes is costly and requires ongoing

316、monitoring and updating as technologies change and efforts to overcome security measures become increasingly sophisticated.Moreover,despite our efforts,the possibility of a breach occurring cannot be eliminated entirely.As we outsource more of our information systems to vendors,engage in more electr

317、onic transactions with service customers and vendors,and rely more on cloud-based information systems,the related security risks will increase and we will need to expend additional resources to protect our technology and information systems.In addition,there can be no assurance that our internal inf

318、ormation technology systems or those of our third-party contractors,or our consultants efforts to implement adequate security and control measures,will be sufficient to protect us against breakdowns,service disruption,data deterioration or loss in the event of a system malfunction,or prevent data fr

319、om being stolen or corrupted in the event of a cyberattack,security breach,industrial espionage attacks or insider threat attacks which could result in financial,legal,business or reputational harm.As of the date of this report,we are not aware of cybersecurity threats,including as a result of any p

320、revious cybersecurity incidents,that have materially affected or are reasonably likely to materially affect us,including our business strategy,results of operations,or financial condition.Governance.Our senior management team conducts the regular assessment and management of material risks from cybe

321、rsecurity threats,including review with our IT team and third-party service providers.All employees and consultants are directed to report to our senior management any irregular or suspicious activity that could indicate a cybersecurity threat or incident.The Audit Committee of our Board of Director

322、s created a cybersecurity subcommittee in February 2023 which evaluates our cybersecurity assessment and management policies,including quarterly interviews with our senior officers.Our Audit Committee meets at least quarterly with our independent registered accounting firm and communicates with them

323、 regarding any cybersecurity related risks.The Audit Committee of our Board of Directors created a cybersecurity subcommittee in February 2023 which evaluates our cybersecurity assessment and management policies,including quarterly interviews with our senior officers.Item 2.Properties Our executive

324、offices are presently located in a 4,101 square foot facility in Los Gatos,California pursuant to a five-year lease,expiring on January 31,2026.As part of the amended lease entered into in August 2020,our current lease payment is$18,232.Beginning in March 2021,we began leasing 474 square feet of off

325、ice space in Tempe,Arizona.The original lease had a two-year term,with an option to extend for an additional three years.The renewal option was exercised in January 2023.Effective May 1,2023,we leased an additional 404 square feet at this location under an amendment to the current lease.Our current

326、monthly lease payment is now$2,435 and will increase to$2,509 in March 2025.The lease ends in February 2026.Item 3.Legal Proceedings To our knowledge,as of the date of this Annual Report,there are no pending legal proceedings to which we or our properties are subject.Item 4.Mine Safety Disclosures I

327、napplicable.18 PART II Item 5.Market for Registrants Common Equity,Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock trades on the NASDAQ Capital Market under the symbol“ATOM”.Holders of Record As of February 28,2025,there were 120 holders of r

328、ecord of our common stock.Dividend Policy We have never declared or paid cash dividends on our common stock.We presently intend to retain earnings,if any,to finance the operation and expansion of our business.Equity Compensation Plan Information Our 2007 Equity Incentive Plan,or 2007 Plan,expired in

329、 March 2017,however all options and warrants outstanding at the time of the expiration remained outstanding and exercisable by their term.In May 2017,we established our 2017 Stock Incentive Plan,or 2017 Plan.The 2017 Plan provides for the grant of non-qualified stock options and incentive stock opti

330、ons to purchase shares of our common stock and for the grant of restricted and unrestricted share grants.We have reserved a total of 3,750,000 shares of common stock for issuance under the 2017 Plan.All employees,officers,directors,consultants,advisors and other persons who provide services to us or

331、 any of our subsidiaries are eligible to receive incentive awards under the 2017 Plan.As of December 31,2024,awards of 3,706,063 shares of common stock had been granted under the 2017 Plan,net of forfeited restricted stock and option awards and a total of 43,937 shares of common stock are reserved f

332、or issuance.In May 2023,we established our 2023 Stock Incentive Plan,or 2023 Plan.The 2023 Plan provides for the grant of non-qualified stock options and incentive stock options to purchase shares of our common stock and for the grant of restricted and unrestricted share grants.We have reserved a to

333、tal of 2,000,000 shares of common stock for issuance under the 2023 Plan.All employees,officers,directors,consultants,advisors and other persons who provide services to us or any of our subsidiaries are eligible to receive incentive awards under the 2023 Plan.As of December 31,2024,awards of 854,346 shares of common stock had been granted under the 2023 Plan,net of forfeited restricted stock and o