SEC Company Response from Atomera Inc (ATOM) (CIK 0001420520) (ATOM) — Mar 16, 2022
Atomera Inc (ATOM) (CIK 0001420520)
Date: March 16, 2022 · CIK: 0001420520 · Accession: 0001683168-22-001726
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File numbers found in text: 333-262750
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CORRESP
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filename1.htm
March 16, 2022
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn:
Gregory Herbers
Re:
Atomera Incorporated
Registration Statement on Form S-3
File No. 333-262750
Acceleration Request
Requested Date:
Friday, March 18, 2022
Requested Time:
4:30 p.m., Eastern Daylight Time
Ladies and Gentlemen:
In accordance with Rule 461
under the Securities Act of 1933, as amended, the undersigned registrant, Atomera Incorporated (the “Registrant”),
hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause
the Registration Statement on Form S-3 (File No. 333-262750) (the “Registration Statement”) to become effective
on March 18, 2022, at 4:30 p.m., Eastern Daylight Time, or as soon as practicable thereafter, or at such later time as the Registrant
may orally request via telephone call to the staff of the Commission (the “Staff”). The Registrant hereby authorizes
Daniel Donahue of Greenberg Traurig, LLP, counsel to the Registrant, to make such request on its behalf.
Once the Registration Statement
has been declared effective, please orally confirm that event with Daniel Donahue of Greenberg Traurig, LLP, counsel to the Registrant,
at (949) 732-6557.
In connection with this request,
the Registrant acknowledges that:
•
should the Commission or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;
•
the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and
•
the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Very truly yours,
Atomera Incorporated
By:
/s/ Scott A. Bibaud
Scott A. Bibaud,
Chief Executive Officer
cc:
Daniel Donahue, Greenberg Traurig, LLP