SecProbe.io

<DOCUMENT>
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<TEXT>
 May 30, 2025

Scott Bibaud
Chief Executive Officer
Atomera Inc.
750 University Ave., Suite 280
Los Gatos, CA 95032

 Re: Atomera Inc.
 Registration Statement on Form S-3
 Filed May 27, 2025
 File No. 333-287603
Dear Scott Bibaud:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Kristin Baldwin at 202-551-7172 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 May 30, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn:

 Kristin Baldwin

 Re:

 Atomera Incorporated

 Registration Statement on Form S-3

 File No. 333- 287603

 Acceleration Request

 Requested Date:

 Tuesday, June 3, 2025

 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. 333-287603) (the " Registration Statement ") to become effective
on June 3, 2025, 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

CORRESP
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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

United States securities and exchange commission logo
February 18, 2022
Scott Bibaud
Chief Executive Officer
Atomera Inc
750 University Avenue, Suite 280
Los Gatos, California 95032
Re:Atomera Inc
Registration Statement on Form S-3
Filed February 15, 2022
File No. 333-262750
Dear Mr. Bibaud:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Daniel Donahue

CORRESP
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November 13, 2019

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attn:

    Edward M. Kelly

    Re:

    Atomera Incorporated

    Registration Statement on Form S-3

    File No. 333-234382

    Acceleration Request

         Requested Date:

    Friday, November 15, 2019

         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. 333-234382) (the “Registration Statement”)
to become effective on November 15, 2019, 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

November 12, 2019
Scott A. Bibaud
Chief Executive Officer
Atomera Incorporated
750 University Avenue, Suite 280
Los Gatos, CA 95032
Re:Atomera Incorporated
Registration Statement on Form S-3
Filed October 30, 2019
File No. 333-234382
Dear Mr. Bibaud:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action, or absence of action by the staff.
            Please contact Edward M. Kelly, Senior Counsel, at (202) 551-3728 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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October 11, 2017

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attn:

    Tom Jones

    Re:

    Atomera Incorporated

    Registration Statement on Form S-3

    File No. 333-219782

    Acceleration Request

         Requested Date:

    Friday, October 13, 2017

         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. 333-219782) (the “Registration Statement”)
to become effective on October 13, 2017, 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

CORRESP
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GREENBERG TRAURIG, LLP

3161 Michelson Drive, Suite 1000

Irvine, California 92612

(949) 732-6500

Daniel K. Donahue

Tel 949.732.6500

Fax 949.732.6501

donahued@gtlaw.com

September 19, 2017

Via Edgar

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn: Russell Mancuso

 Re: Atomera Incorporated
 Registration Statement on Form S-3 (SEC File No. 333-219782)
 Filed August 8, 2017

Dear Mr. Mancuso:

On behalf of our client,
Atomera Incorporated, a Delaware corporation (the “Company”), we are responding to the comment letter
issued by the staff of the Commission (the “Staff”) to Scott A. Bibaud, Chief Executive Officer
of the Company, dated August 29, 2017 on the above-referenced Registration Statement on Form S-3 (“Registration Statement”).
Concurrent with the filing of this letter, the Company is filing with the Commission an Amendment No. 1 to the Registration Statement
(“Amendment”).

The Amendment has been
prepared in response to Staff’s comment letter dated August 29, 2017, the text of which we have incorporated into this response
letter for convenience.

Staff Comment and Company Response

General

 1. Provide us your analysis of how you comply with the requirement in General Instruction I.A.3
of Form S-3. For guidance, see the Division of Corporation Finance’s Securities Act Forms Compliance and Disclosure Interpretation
115.06

Response: It is our understanding that
the Staff has withdrawn the comment based on the fact that the Registration Statement will not be declared effective prior to August
31, 2017.

Calculation of Registration Fee

 2. Please revise the table to include the units being offered. In this regard, we note your
disclosure on page 3 that you may offer units.

Response: The requested change has been
made.

The Company has endeavored
to fully respond to the Staff's comments set forth in its letter dated August 29, 2017. Thank you in advance for your review. Please
contact the undersigned with any questions or comments at (949) 732-6557.

        Very truly yours,

        /s/ Daniel K. Donahue

        Daniel K. Donahue

    cc:
    Atomera Incorporated

                                                       Marcum, LLP

Mail Stop 3030
August 29, 2017

Via E -mail
Scott A. Bibaud
Chief Executive Officer
Atomera Incorporated
750 University Avenue, Suite 280
Los Gatos, California 95032

Re: Atomera  Incorporated
 Registration Statement on Form S -3
Filed August 8, 2017
File No. 333 -219782

Dear Mr. Bibaud :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.   If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments .

General

1. Provide us your analysis of how you comply with the requirement in General Instruction
I.A.3 of Form S -3.  For guidance, see the Division of Corporation Finance’s Securities
Act Forms C ompliance and Disclosure Interpretation 115.06

Calculation of Registration Fee

2. Please revise the table to include the units being offered.  In this regard, we note your
disclosure on page 3 that you may offer units .

 We remind you that the company and its management are responsible for the  accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Scott A. Bibaud
Atomera Incorporated
August 29, 2017
Page 2

  Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the reque sted effective date of the registration
statement.

Please contact Tom Jones at (202) 551 -3602 or me at (202) 551 -3617 with any questions.

Sincerely,

 /s/ Russell Mancuso

Russell Mancuso
Branch Chief
Office of Electronics and Machinery

cc:   Daniel  K. Donahue

CORRESP
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August 2, 2016

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attn:

    Caleb French

    Re:

    Atomera Incorporated

    Registration Statement on Form S-1

    File No. 333-212353

    Acceleration Request

         Requested Date:

    Thursday, August 4, 2016

         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-1 (File No. 333-212353) (the “Registration Statement”)
to become effective on August 4, 2016, 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

        Andrew Hudders, Golenbock Eiseman Assor Bell & Peskoe, LLP

        Carl Van Demark, Golenbock Eiseman Assor Bell & Peskoe, LLP

CORRESP
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National Securities Corporation

410 Park Avenue, 14th Floor

New York, NY 10022

August 2, 2016

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

    Re:
    Atomera Incorporated

    Registration Statement on Form S-1

    File No. 333- 212353

Ladies and Gentlemen:

In accordance with the provisions of Rule 460 under the Securities
Act of 1933, National Securities Corporation, as underwriter of the proposed public offering of shares of Common Stock of Atomera
Incorporated, distributed copies of the Preliminary Prospectus dated July 29, 2016 as follows:

 (1) 50 copies to institutions;

 (2) one copy to a FINRA member; and

 (3) 300 copies to individual investors.

We have been informed by participating dealers that, in accordance
with Rule 15c2-8 under the Securities Exchange Act of 1934, copies of the Preliminary Prospectus dated July 29, 2016 have been distributed
to all persons to whom it is expected confirmations of a sale will be sent; and we likewise so distributed copies to all customers
of ours.

We have adequate capital to underwrite a
“firm commitment.”

    Very truly yours,

    NATIONAL SECURITIES CORPORATION

    By:
    /s/ Jonathan C. Rich

    Name: Jonathan C. Rich

    Title: EVP – Head of Investment Banking

CORRESP
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National Securities Corporation

410 Park Avenue, 14th Floor

New York, NY 10022

August 2, 2016

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

    Re:
    Atomera Incorporated

    Registration Statement on Form S-1

    File No. 333-212353

Ladies and Gentlemen:

In connection with the Registration Statement on Form S-1 of
Atomera Incorporated (the “Company”), the undersigned hereby joins the request of the Company that the effectiveness
of said Registration Statement be accelerated to 4:30 p.m. Eastern time on August 4, 2016, or as soon thereafter as practicable.

    Very truly yours,

    NATIONAL SECURITIES CORPORATION

    By:
    /s/ Jonathan C. Rich

    Name: Jonathan C. Rich

    Title: EVP – Head of Investment Banking

CORRESP
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Daniel K. Donahue

Tel 949.732.6500

Fax 949.732.6501

donahued@gtlaw.com

July 28, 2016

160224.010100

Via Edgar

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn: Caleb French

 Re: Atomera Incorporated

Registration Statement on Form S-1

Filed June 30, 2016

SEC File No. 333-212353

Dear Mr. French:

On behalf of our client,
Atomera Incorporated, a Delaware corporation (the “Company”), we are responding to the comment letter
issued by the staff of the Commission (the “Staff”) to Scott A. Bibaud, Chief Executive Officer
of the Company, dated July 21, 2016 on the above-referenced Registration Statement on Form S-1 (“Registration Statement”).
Concurrent with the filing of this letter, the Company is filing with the Commission an Amendment No. 1 to the Registration Statement
(“Amendment”).

The Amendment has been
prepared in response to Staff’s comment letter dated July 21, 2016, the text of which we have incorporated into this
response letter for convenience.

Staff Comment and Company Response:

Prospectus Cover Page

 1. Please revise to indicate, if true, that your shares have only been approved for listing
on the Nasdaq Capital Market since your present disclosure is anticipatory in nature.

Response: The requested change
has been made to the cover page.

Risk Factors, page 6

 2. We note your response to comment 2. Please respond to that portion of the comment which asked
you to tell us details about the test conditions and demonstrate how you used objective, empirical evidence to reach the conclusion
that group transistors using your technology “consistently demonstrated increased speed, reliability and energy efficiency.”
Please also revise your disclosure to indicate any limitations of the tests and whether the tests demonstrated potential disadvantages
of your technology, as appropriate.

Greenberg
Traurig, LLP  n
 Attorneys at Law
n
 WWW.GTLAW.COM

Securities and Exchange Commission

Division of Corporation Finance

July 28, 2016

Page 2

Response: The Company has
conducted many tests and experiments internally, with customers and in partnership with academic institutions to develop, optimize
and demonstrate its MST technology. Theories are tested through mathematical modeling and physical measurement of processed semiconductor
wafers using industry standard practice and procedures. Because the Company does not own a semiconductor factory, wafers are processed
by the Company’s targeted customers, academic institutions and other third parties.

The testing referred to in the fourth
risk factor and elsewhere throughout the prospectus was conducted by third parties in collaboration with the Company. The most
relevant testing, and the tests upon which the Company bases its performance claims, were conducted by potential customers of the
Company, including IDMs, fabless semiconductor manufacturers and foundries. In each case, the test was part of the process qualification
stage, which is an initial stage in a customer’s consideration of its incorporation of the MST technology into their integrated
circuits or equipment. In each case, the test was designed and controlled by the potential customer and the Company provided assistance
in the application of the MST technology and the analysis of the test results. A typical test includes both “control”
wafers which are processed in the normal fashion and other wafers which are processed using the Company’s MST technology.
Measurements are taken by the potential customer using industry standard practices on both types of wafers. To date, the tests
conducted by the Company’s potential customers have consistently produced empirical data demonstrating increased performance.
Please refer to the studies submitted pursuant to Comment No. 3 for an example of the test conditions and empirical data involved
in a typical test.

With regard to your comment concerning
test limitations and potential disadvantages, please be advised that the tests to date have not demonstrated any potential disadvantages,
other than the customary time, expense and risks any manufacturer or designer encounters in incorporating a new technology or process
into its chip design or manufacturing process. Concerning test limitations, the Company does not believe that any of the tests
were conducted under limitations that were unreasonable or would suggest that the test results were subject to question or doubt.
However, we wish to confirm that each test was designed to measure performance metrics that were selected by the potential customer
based on the performance metrics of most importance to the customer and each customer did not choose to test for all performance
metrics, including speed, reliability, energy efficiency and miniaturization.

 3. We also note that your website, at http://atomera.com/mst/, contains claims regarding your
technology such as “increased mobility and drive current” and “[g]ate leakage reduction of up to 50%,”
along with links to studies purporting to support those claims. Please tell us the relationship between the statements and studies
found on your website and your claims about performance in the prospectus. If appropriate, please provide us with copies of those
studies.

Greenberg
Traurig, LLP  n
 Attorneys at Law
n
 WWW.GTLAW.COM

Securities and Exchange Commission

Division of Corporation Finance

July 28, 2016

Page 3

Response: We are submitting
to the staff under separate cover pursuant to Rule 418 under the Securities Act of 1933 the studies found on the Company’s
website. Please be advised that the Company considers the statements made on its website to be consistent with its performance
claims in the prospectus. We believe the staff’s comment focuses on the Company’s use of different terminology to express
the same concept. For example, “gate leakage reduction” is considered by the Company to be another way of saying “increased
energy efficiency” and “increased mobility and drive current” is another way of saying “increased speed
and reliability.” The Company’s website was designed primarily to serve as an introduction of the Company and its MST
technology to semiconductor industry participants and the language used on the website was chosen to conform to methods of expression
used in the industry. Finally, please be advised that the website statements concerning “gate leakage” and “drive
current” are supported by the last paragraph of the study captioned, “Silicon Superlattice on SOI for High Mobility
and Reduced Leakage.”

Management’s Discussion and Analysis of Financial Condition
and Results of Operations, page 20

Financial Condition

 4. We note your revised disclosure indicating that you anticipate requiring $15 million in capital
in addition to the offering’s proceeds to carry out your business plan. We also note that on page 6 your disclosure suggests
that the proceeds from this offering will be sufficient to carry out your business plan. Please reconcile these two disclosures
and revise to briefly describe the anticipated sources of additionally required capital, as appropriate.

Response: We have revised
the “Financial Condition” section on page 22 to reconcile the disclosure.

The Company has endeavored
to fully respond to the Staff’s comments set forth in its letter dated July 21, 2016. Thank you in advance for your review.
Please contact the undersigned with any questions or comments at (949) 732-6557.

    Very truly yours,

    /s/ Daniel K. Donahue

    Daniel K. Donahue

    cc:
    Atomera Incorporated

    Marcum, LLP

    Golenbock Eiseman Assor Bell & Peskoe LLP

Greenberg
Traurig, LLP  n
 Attorneys at Law
n
 WWW.GTLAW.COM

Mail Stop 3030
July 21, 2016

Via E -mail
Scott A. Bibaud
Chief Executive Officer
Atomera Incorporated
750 University Avenue, Suite 280
Los Gatos, California 95032

Re: Atomera  Incorporated
Registration Statement on Form S-1
Filed June 30, 2016
  File No. 333 -212353

Dear Mr. Bibaud :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not bel ieve an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.   Unless we note
otherwise , our references to prior comments are to comments in our February 11, 2016 letter .

Prospectus Cover Page

1. Please revise to indicate , if true, that your shares have only been approved for listing  on
the Nasdaq Capital Market since your present disclosure is anticipatory in nature.

Risk Factors, page 6

While the preliminary testing . . ., page 6

2. We note your response to comment 2.  Please respond to that portion of the comment
which asked you t o tell us details about the test conditions and demonstrate how you used

Scott A. Bibaud
Atomera Incorporated
July 21, 2016
Page 2

 objective, empirical evidence to reach the conclusion that group transistors using your
technology “consistently demonstrated increased speed, reliability and energy
efficiency.”  Ple ase also revise your disclosure to indicate any limitations of the tests and
whether the tests demonstrated potential disadvantages of your technology, as
appropriate.
3. We also note that your website, at http://atomera.com/mst/ , contains claims regarding
your technology such as “increased mobility and drive current” and “[g]ate leakage
reduction of up to 50%,” along with links to studies purporting to support those claims.
Please tell us the relationship between the statements and studies found on your we bsite
and your claims about performance in the prospectus.  If appropriate, please provide us
with copies of those studies.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
20

Financial Condition, page 21

4. We note your revised disclosure indicating that you anticipate requiring $15 million in
capital in addition to the offering’s proceeds to carry out your business plan.  We also
note that on page 6 your disclosure suggests that the proceeds from this offeri ng will be
sufficient to carry out your business plan.  Please reconcile these two disclosures and
revise to briefly describe the anticipated sources of additionally required capital, as
appropriate.

We urge all persons who are responsible for the accur acy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relatin g to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement , please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

Scott A. Bibaud
Atomera Incorporated
July 21, 2016
Page 3

  the company 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.

Please refer to Rules 460 and 461 regarding  requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Sec urities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested ef fective date of the
registration statement.

You may contact Dennis Hult  at (202) 551 -3618 or Lynn Dicker, Senior Accountant,  at
(202) 551 -3616 if you have questions regarding comments on the financial statements and
related matters.  Please contact Caleb French  at (202) 551 -6947 or me at (202) 551 -3528 with
any other questions.

Sincerely,

 /s/ Amanda Ravitz

 Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc:  Daniel K. Donahue, Esq.

Mail Stop 3030
February 11, 2016

Via E -mail
Scott A. Bibaud
Chief Executive Officer
Atomera Incorporated
750 University Avenue, Suite 280
Los Gatos, California 95032

Re: Atomera Incorporated
Amendment No. 1  to
Draft Registration Statement on Form S-1
Submitted January 22, 2016
  CIK No. 0001420520

Dear Mr. Bibaud :

We have reviewed your amended draft registration statement  and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understa nd your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in re sponse to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

Our Business, page 14

MST Commercialization, page 17

1. We note your revised disclosure in response to comment 5.  Pl ease also explain how you
define “successful” as used in the first two complete paragraphs of page 18 relating to
“process and subsequent product qualification” and “process development and equipment
certification.”

Scott A. Bibaud
Atomera Incorporated
February 11, 2016
Page 2

 Risk Factors, page 6

2. We note your di sclosure that test element group transistors using your technology
“consistently demonstrated increased performance, speed, reliability and energy
efficiency.”  Are the results of your tests showing these results published?  Please provide
us copies of the  simulation studies and tell us additional details about the conditions
under which these tests were conducted.  Your response should demonstrate how you
used objective, empirical evidence to reach the conclusions about performance set forth
in the quoted language above.

Intellectual Property Rights, page 19

3. Refer to the final paragraph under this heading.  It is not clear why you are unable to
definitely conclude which products are subject to the ASM license royalty and what date
the patents expire.  Ple ase explain the facts that give rise to this uncertainty.

Executive Compensation, page 24

4. Please revise to update your disclosure throughout this section to reflect compensation for
the most recently completed fiscal year.

Underwriting, page 40

Under writing Discount and Expenses, page 40

5. We note your revised disclosure in response to comment 13.  Please revise the table to
include the value of the warrant you have agreed to issue to your underwriter as
compensation.  See Regulation S -K Item 508(e).

Scott A. Bibaud
Atomera Incorporated
February 11, 2016
Page 3

 Please contact Caleb French  at (202) 551 -6947 or me at (202) 551 -3528 with any
questions.

Sincerely,

 /s/ Amanda Ravitz

 Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc:  Daniel K. Donahue

Mail Stop 3030
January 15, 2016

Via E -mail
Scott A. Bibaud
Chief Executive Officer
Mears Technologies, Inc.
20 Walnut Street, Suite 8
Wellesley Hills, MA 02481

Re: Mears Technologies, Inc.
Draft Registration Statement on Form S-1
Submitted December 21, 2015
  CIK No. 0001420520

Dear Mr. Bibaud :

We have reviewed your draft registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumst ances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

Prospectus Cover

1. Please explain how and when you intend to determine the number of shares that will be
issuable pursuant to the underwriter’s warrant.  In this regard, please note that we do not
consider the number of shares offered to be information which may be omitted pursuant
to Rule 430A of the Securities Act.

Scott A. Bibaud
Mears Technologies, Inc.
January 15, 2016
Page 2

 Prospectus Summary, page 1

Our Company, page 1

2. Please provide us copies of thi rd party data supporting your claims in the th ird paragraph
that Mr. Mears h as a “well -established track record of innovation” and explain what you
mean by “well -established.”  In this regard, we note that you include only a single
example of Mr. Mears serving on a team.

Emerging Growth Company, page 2

3. Please supplementally provide u s with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they reta in copies of the communications.

Summary Financial Data, page 5

4. Please revise the table showing your selected financial data for the previous two fiscal
years to include income loss from continuing operations per common share, total assets,
and long -term obligations.  See Instruction 2 to Item 301 of Regulation S -K.

Risk Factors, page 6

While the preliminary test ing of our MST technology has been successful to date, page 6

5. Please explain here and in the summary and business sections how you define
“successful” as relates to your technology.

Our Business, page 14

General, page 14

6. We note your reference to “partnering with manufacturers” in the third sentence of the
fifth paragraph in this section.  Please clarify the nature of these relationships and, if
appropriate, explain how these relationships differ from the process qualification
relationships you disclose here and on page 18.  This comment also applies to similar
disclosure on page 1.

Scott A. Bibaud
Mears Technologies, Inc.
January 15, 2016
Page 3

 Intellectual Property Rights, page 18

7. We note the imp ortance of your “core patents” to your business as a whole.  Please
disclose the duration of these patents.
8. We note the disclosure of the license agreement between you and ASM International.
Please reconcile this disclosure with the disclosure in exhibit 10.4, which discloses that
the agreement is between “RJ Mears, LLC” and the ASM entities.  In this regard, a lso
clarify what effects this license agreement has on your operations.  For example, if this
agreement requires you to make payments for each MST product you license, please
disclose this fact.

Management’s Discussion and Analysis of Financial Conditio n and Results of Operations, page
20

Plan of Operations, page 20

9. Please reconcile your disclosure that you intend to “expand [y]our sales to additional
potential customers and markets” with the first sentence on page 21, which suggests you
have not yet m ade sales.  Additionally, please revise to clarify what you mean by your
plan to “enhance the accreditation” of your main technology “with a more comprehensive
set of proprietary data.”

Compensation Committee Interlocks and Insider Participation, page 2 3

10. Given your disclosure that your board of directors does not have a compensation
committee, please revise to identify each of your officers and employees who partici pated
in your board of director s’ deliberations concerning your executive officers’
compe nsation during the last completed fiscal year.  See Item 407(e)(4)(ii) of Regulation
S-K.

Executive Compensation, page 24

Narrative Disclosure to Summary Compensation Table, page 24

11. Please provide here, or in any other appropriate section, a narrative description of any
material factors necessary to an understanding of the information you present in your
summary compensation table.  For example, you should describe the material terms of
any employment arrangements you have with your named executive officers, if
appropriate.

Scott A. Bibaud
Mears Technologies, Inc.
January 15, 2016
Page 4

 Related Party Transactions, page 25

12. We note your disclosure that you sold convertible promissory notes to your officers and
directors in fiscal years 2013 and 2 014.  Please also disclose the names of the related
persons who conducted transactions with you and the approximate dollar value of each
related person’s interest in the transaction.

Underwriting, page 40

Underwriting Discount and Expenses, page 40

13. Give n that you have agreed to issue a warrant to your underwriter as compensation, as
disclosed on page 41, please tell us why you have not included this warrant in the table
on page 40.

Determination of Offering Price, page 41

14. Please revise the last sente nce of this section to remove the suggestion that the offering
price of your common stock in this offering may change.

Financial Statements for the Nine Months Ended September 30, 2015

Note 8. Stock Option Plan, page F -26

15. We note from your disclosures  that you utilize the Black -Scholes -Merton option pricing
model to determine the fair value of your stock options.  Please revise to explain the
methods used to determine the assumptions utilized in these models including volatility,
risk-free interest rat e and expected term, etc.  Refer to the guidance in FASB ASC 718 -
10-50-2(f)(2).  Refer also to FASB ASC 718 -10-55-136.
16. In order to assist us in evaluating your equity based -instruments, please provide us with
details of each issuance of stock options in th e preceding twelve months.  Include the
following information for each grant date:
 Number of shares issued or issuable in the grant ;
 Purchase price or exercise price per share ;
 Any restriction or vesting terms ;
 Management’s fair value per share estimate ;
 How management determined the fair value estimate ;
 Nature of any relationship between the recipient and the company ;
 Nature and terms of any concurrent transactions with the recipient ;
 Amount of any recorded compensation element .

Scott A. Bibaud
Mears Technologies, Inc.
January 15, 2016
Page 5

 When pricing  information for this offering is available, progressively bridge
management’s fair value per share determinations to the current estimated IPO price per
share.

Exhibit 10.11

17. Please file the attachments missing from exhibit 10.11 or advise .  For example, we note
the references to exhibits A, D, and F.

You may contact Dennis Hult  at (202) 551 -3618  or Lynn Dicker, Senior Accountant,  at
(202) 551 -3616  if you have questions regarding comments on the financial statements and
related matters.  Please contact Caleb French  at (202) 551 -6947  or me at (202) 551 -3528  with
any other questions.

Sincerely,

 /s/ Amanda Ravitz

 Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc:  Daniel K. Donahue