Hello, everyone and welcome to Atomera’s Second Quarter Fiscal Year 2024 Update Call. I’d like to remind everyone that this call and webinar are being recorded, and a replay will be available on Atomera’s IR website for one year. I am Mike Bishop with the Company’s Investor Relations. As in prior quarters, we are using Zoom and we will follow a similar presentation format with participants in a listen-only mode. We will open with prepared remarks from Scott Bibaud, Atomera’s President and CEO; and Frank Laurencio, Atomera’s CFO. Then, we will open the call to questions. If you are joining by telephone, you may follow a slide presentation to accompany our remarks on the Events and Presentations section of our Investor Relations page on our website. Before we begin, I’d like to remind everyone that during today’s call, we will make forward-looking statements. These forward-looking statements whether in prepared remarks or during the Q&A session, are subject to inherent risks and uncertainties. These risks and uncertainties are detailed in the Risk Factors section of our filings with the Securities and Exchange Commission, specifically in the Company’s annual report on Form 10-K filed with the SEC on February 15, 2024. Except as otherwise required by federal securities laws, Atomera disclaims any obligation to update or make revisions to such forward-looking statements contained herein or elsewhere to reflect changes in expectations with regards to those events, conditions and circumstances. Also, please note that during this call, we will be discussing non-GAAP financial measures as defined by SEC Regulation G. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures are included in today’s press release, which is also posted to our website. Now, I would like to turn the call over to our President and CEO, Scott Bibaud. Go ahead, Scott.

Good afternoon and welcome to Atomera’s second quarter 2024 update call. Last few months have been very busy time at Atomera with extensive customer activity strong product development results, recruiting of new team members and our first chip set funding submission. Today, I'm going to go a little outside of our usual format to give a comprehensive picture of the Company. Given the current stock price, we sense there might be a feeling among investors that our technology, innovative development and customer activity are somehow stalled. Nothing could be further from the truth. To that end, I'd like to take a look a little deeper into each of the market segments where our primary customers are making significant progress towards JDAs and or license agreements. First, MST for power chip technology, Atomera continues to work very closely with STMicroelectronics on their next generation smart power products, and is making solid progress on a production release, which will result in compelling royalty revenue for Atomera. During this past quarter, we've had excellent cooperation, including in-person team meetings with the goal of optimizing device performance and developing a high-volume manufacturing process. The timing of this developmental effort is ST's proprietary information, but I can tell you that our teams have a very tight working relationship. We're meeting on a weekly basis and sharing a mutual goal of getting to production as fast as possible. This remains our highest priority. As we are working with St. Smart Power Division, which belongs to their APMS Group, which had $1.9 billion in revenue for the second quarter of this year. So, the potential of this business is very attractive. The power chip segment of the semiconductor market overall was approximately $33 billion in 2023, so the opportunity represented by all our potential power customers is…

Thank you, Scott. At the close of the market today, we issued a press release announcing our results for the second quarter of 2024. This slide shows our summary financials. Our GAAP net loss for the three months ended June 30, 2024 was $4.4 million or $0.16 per share compared to a net loss of $5.2 million or $0.21 per share in the second quarter of 2023. In Q1 of 2024, our GAAP net loss was $4.8 million, which was $0.19 per share. Revenues were $72,000 in Q2 of 2024 compared to $18,000 in Q1 and zero in Q2 of 2023. GAAP operating expenses were $4.6 million in Q2 of 2024, which was a decrease of approximately $730,000 from $5.4 million of OpEx in Q2 2023, mainly due to a $603,000 decline in R&D expenses, primarily reflecting the closure of our outsourced foundry TSI semiconductor in the first quarter of this year. Sales and marketing expense decreased by $186,000 reflecting lower headcount, while G&A was relatively unchanged. Sequentially, our GAAP operating expenses decreased from Q1 2024 due to the same factors that drove the decline as compared to Q2 of last year. Non-GAAP net loss in Q2 2024 was $3.6 million and compares to a loss of $4.3 million in Q2 2023, and as with our GAAP results, the smaller loss was primarily due to lower R&D and sales and marketing expenses. Sequentially, non-GAAP net loss declined by $363,000 from Q1 2024 due to our lower operating expenses, as well as a $52,000 increase in revenue. The differences between GAAP and non-GAAP operating expense in all periods presented are primarily due to non-cash stock compensation expenses, which were approximately $1 million for each of the periods presented here. Our balance of cash, cash equivalents and short-term investments on June 30,…

Thank you, Frank. Atomera continues to make strong progress, and we are confident that we'll convert more of our many customer engagements into license and production opportunities in the near future. As I said earlier, ST should form a revenue base for our business, while the other exciting segments discussed today will help us to build a diversified, sustained business around that first deal. Thanks, as always for your support. Mike, we'll now take questions.

[Operator Instructions] Our first question comes from Richard Shannon of Craig Hallam. Richard, if you would unmute and go ahead and you may begin.

Let's see here. Maybe just to follow on an important topic for the last year with announcement of ST here. Your language didn't really say anything about expectations for relative to your initial commentary about how long this would take. Is it fair to say that that timeframe is still in play here or no changes as far as your or how would you characterize that given that you're limited in what you in the verbiage you can tell us, Scott?

Yes, I think that, it's a challenging question to answer, Richard. So, as I said in my prepared remarks, ST owns the schedule for this. They specifically asked us not to talk about the schedule. So, to the extent I say anything about my original estimate, which was an estimate about what I thought a typical company would do, then I kind of I was saying they're running behind on top or after that. So, what I can say is that all of us are working to push this thing into production as fast as possible, both them and us, and we're working very closely together, and I think progress is going very, very well.

We'll have to have to accept that and hopefully look forward to some more final news at some point in the near future. Thanks for that Scott.

Second comment you made here in the prepared remarks is very interesting related to JDA2, we’re centering active negotiations after some good testing results. Any more detail that you can offer there? And maybe give us perspective of other negotiations you've been in the past. I know that that they're never short, but any characterization you can suggest of what might be normal for a length of time before getting to a satisfactory result?

First of all, I think on the last call, we mentioned that we had gotten some early peak at some data from JDA2 that looked promising. We ended up getting to see the rest of that data and it did actually come in and looked very good. And so, this interest on both sides to try to move this forward into a license or in an agreement, and our goal is to really make that a license that enables them to use our technology across any of the technologies that they have in their company. As to the timing of negotiating a contract, it's very hard to say. I mean, the challenging thing is when you're working with very, very large companies, they tend to have a bit of a bureaucratic process of licensing technologies in with decision makers in a lot of different places that have to be touched. In the past, we have negotiated some licenses that have gone pretty quickly and only a matter of a few months, and then we've had others that have taken much longer. I wouldn't say that they take a long time because there's like super hard negotiations and we're at loggerheads and can't reach agreement. It's more usually the case where we submit a proposal, they have to get agreement from a bunch of different groups to negotiate the next step on that. It takes time to organize that. And so, generally our turnaround on any proposal they make to us is in a day or two, and their turnaround can be much longer, so hard to predict.

Probably not unexpected, but look forward updates here on that one soon. So good to see some progress there. Let's hear, your next question is on RF-SOI, you made an interesting press release a few weeks ago about some breakthrough on some very thin wafers. I guess we've been hearing from you on the very strong testing results for years in this area. And based on the last call plus this press release, you mentioned here, it seems like this is a pretty major breakthrough in terms of maybe getting to getting closer and -- getting closer to a license for which I know you've working with the majority of the wafer starts in the industry here. Is this a fair way to characterize what you think is going on? Is it too early to tell or just any characterization of the potential here, especially from a timing perspective in that space that's been seemingly active for so long?

I would say, the evolution of the solutions that we've had in RF-SOI have come some ways over the years. In the last more than a year, we've known about using much thinner wafers to start putting our MST down on, and we have been thinning those wafers ourselves or our customers have been thinning those wafers so that we can put the MST down. But it's a challenge to thin RF-SOI wafers because there’re causes some quality issues on edges of the wafers. And so, this announcement that we are working with Soitec to make those very thin wafers is a very important one. It takes the development substrates that we're working with kind of out of the R&D lab and into something that could be a production quality device. Will that help make people move faster? I think it absolutely will. You're asking about whether it'll help them move to licenses. I can tell you that our customers who are saying, hey, this is something we're worried about, we want them know whether there'll be a production quality substrate for us to work for. And this kind of provides the answer. And so, it lowers the barriers for people adopting MST for this exact solution.

Fair enough. Good to hear. Maybe a couple more questions from me. I'm not sure if I heard or got the language right here when you were discussing on your prepared remarks about gate-all-around and DRAM. I know that you've heard specifically the gate-all-around is something that's going to take some time, which I don't think is a big surprise to anybody. Is the timeframe for DRAM something similar in terms of length of time or is that something that you could see being shorter and more predictable?

Yes, not easy to predict right now, but with DRAM, they tend to come out with new nodes every, I think every 18 months. Very quick, I mean, they have -- they constantly have a node ramping up a node in volume production and a node ramping down, because as I said in my remarks, DRAM is so cost focused that a small cost advantage makes sense to bring into production. So, I do believe that with the DRAM guys, you have a chance to get designed in and get into production faster than some of the other ones, because they're constantly turning their process notes.

That makes sense. Very interesting. Maybe I'll follow up on that one a little bit later. An interesting topic there. Two questions for me. One for each of you, Scott, the last one for you is related to GaN here, I think your comment was that various approaches to enabling that business, but at least one of them could generate some revenues before the end of the year. Maybe you could elaborate on exactly what you mean there and how that would happen.

Yes, absolutely. And I think it's important to understand, this is not even a released product from us yet. We only got our first results earlier this year, but we've gone out and shown our test results to a number of potential partners and there's a lot of interest. So, I think there's a decent chance that we will be able to make wafers for development purposes for our customers and maybe sell them some of those wafers before the end of this year. So, it's not going to be revenue that's like significant game changing revenue for us, but it would be a signal that people are very interested in potentially adopting what we have.

Are these GaN on silicon or GaN silicon carbide or GaN on GaN?

It's GaN on silicon, and what we're doing is we're putting MST on the silicon and before they grow the GaN, and when they grow the GaN and of course, there's a bunch of intermediate layers that they grow before then that the quality of the GaN that ends up on the top is much higher than what they would get without the MST.

Last question from me, and I'll jump out of line for Frank here. Just quickly on the OpEx a lower number here for the year, and I think your reasons make sense here. I guess my question is with the recent hire you announced plus a couple more that you've mentioned here today. So would you expect to see a run rates or a total number for next year maybe close to that range you had before, or how would you characterize those new ads coming in later this year?

I think that we'll see kind of going into next year a run rate similar to kind of the guide that we gave at the beginning of the year. So, we had a top end of that guide at around $17.25 million, when we went into the year. And so, we don't give a specific guide beyond kind of the current year, but you're right to think about it as kind of normalizing it with the -- I think the big variable there still remains the foundry replacement. Because absent doing that, the R&D line would still remain below kind of where it was at the beginning of the year. And in the past, our outsourced foundry spend was around between $1 million and $1.5 million a year. I'm not saying that we're going to bounce back to that level, but some of that will come back in when we have a TSI replacement.

A few questions coming in on the Q&A line here. And the first one is about the CHIPS Act and the question that CHIPS Act obviously was announced a while back, and the question is, why are the proposals for the CHIPS Act only now being pursued?

I'll take that one. I was very involved in the submission that we did just last week actually. So, the CHIPS Act money kind of came in waves, first was focused on large scale manufacturing facilities to bring sort of a supply chain and the manufacturing of chips back on shore. The second was kind of a recognition that even if you did that, you still had a big reliance on overseas package for chip packaging. So packaging was kind of wave two. And now, we're seeing a move towards development of new materials technologies, specifically the call for proposals that went out, which was still just an early kind of call for topics where ones that expressed an interest in a bunch of compound semiconductor areas relevant to the DoD. And as such, these are things that would be very relevant to our work on compound semiconductors and specifically began on silicon that Scott was just talking about. So, I think it was the first time that we found a very relevant match. That being said, we expect to see more funding proposals and we'll be responding to those. And these are things that you do in partnership with others. So going through the process, what we've observed is as our name gets in and gets known among some of these agencies by responding to a relevant proposal, we should see more even outbound interest towards us. And that's certainly something we're hoping for.

Another question is about the pursuit of deals and the questions. Why now to push for -- to close deals, shouldn't there have been urgency all along?

Yes. I mean, I think we've always had urgency to close deals. I do say, I do think we perhaps thought that we were doing all the right things, and sometimes you have to sit back and say, all right, we're not doing the right things and what is going wrong? And also, at some point, regardless if you know exactly what's going wrong, you have to make some changes. And I think, sometimes after you make those changes, it becomes clear to you what would've been wrong in the past. And I think to a certain extent, we're in that spot. I would say right now we have more proposals out than we've ever had in that past. And so, now having the ability to accelerate closing of them will have even a bigger bang for buck than it did before. But yes, I'm very excited about the capabilities that Sean is bringing the team. Just in the past week and a half that we've had him on board, it's very clear that he can go and talk to people that and help in ways that our prior team couldn't. And so, I'm really optimistic that's going to make a big difference.

Another question here is about ST and the question is why. What are the barriers to ST going to production? And did they have the design kit, the PDK formalized and what's involved in qualification?

Yes, I think in the investor deck, I show the process of going to production to high level for most semiconductor players. And I don't think ST is significantly different. As you're developing your PDK, you're trying a number of things, usually in simulation software, in our case, in MST CAD, and then you're taking those simulations and you're designing chips that you can put on wafers and then run them through production, and then test to see if you get good results. And usually as you're making a PDK, you go through several cycles of learning of that, where you run some and you get good results, you make more tweaks to get better results, and you make more tweaks to make better results. And then finally, you're at the point where you lock down a PDK, and then once you have the PDK, then the companies will typically go into a process qualification where now they're really just running wafers to solidify the production process. I mean, remind me of the question, Mike. Was the question is ST…

The barriers to basically towards commercialization, if…

Yes, I don't think there's any barriers in here. The only thing is it takes time and effort to do this. Of course, if the Company had set a goal of achieving a certain level of improvement before they'd go to production, that would be a barrier. I think that's one of the big things that MST is doing. It's bringing the ability to our customers to really exceed the level of improvement that they had thought they could achieve. And so, we're very confident that that will allow them to move forward. I wouldn't necessarily call it a barrier, but I guess you could think of it that way.

Regarding, RF-SOI do recent developments with Soitec increase the probability of getting to market, while maybe pushing back the timeline?

I don't think they make -- I think they would improve the likelihood that some of our customers would go to market, as I was talking to Richard about before. Our customers would be very pleased to see a quality company like Soitec offering a thinned, SOI wafer like this in production that they could deposit MST on top of. And so, that's removed one of the concerns they have, and therefore, I think it will speed time to market, but I don't think it pushes any of the time to market out.

And do you have an update on the foundry license that you've previously discussed?

I think I said in my prepared remarks that for the Foundry, we are continuing to work with them on moving our technology into to make it adopted by the next generation process node release.

And is there an update on the TSI replacement?

Yes, so for the TSI replacement, we're looking at multiple different companies to do that work, whereas with TSI, we're really concentrated on the process node they had. What we're finding as we go out to the market is that there's a number of different vendors that can provide us with some services and each of them has a different suite of process nodes that are attractive to us. So, it looks like we'll probably be engaged with multiples of that we're already working with more than one. And we will probably end up working with a basket of companies instead of one main company like TSI for our R&D partner.

And that wraps up the questions, Scott, so if you want to make your closing comments.

Sure. Thanks everybody for joining us to hear the progress being made within Atomera. Please continue to look for our news, articles and blog posts, which are available along with investor alerts on our website, atomera.com. Should you have additional questions, please contact Mike Bishop, we'll be happy to follow up. Thank you again for your support and we look forward to our next update call.

Thank you. This concludes the Atomera second quarter 2024 conference call.