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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or
15(d) of the
Securities Exchange Act of 1934
Date of report (Date
of earliest event reported): August 2, 2023
ATOMERA
INCORPORATED
(Exact Name of Registrant
as Specified in Its Charter)
Delaware |
001-37850 |
30-0509586 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
750 University Avenue,
Suite 280
Los Gatos, California
95032
(Address of principal executive
offices)
(408) 442-5248
(Registrant’s telephone
number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant
to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common stock: Par value $0.001 |
|
ATOM |
|
Nasdaq Global Market |
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition
On August 2, 2023, Atomera Incorporated issued
a press release announcing its financial results for the three months ended June 30, 2023. The Company also intends to conduct an earnings
call over which it will distribute an investor presentation. The text of the press release is attached hereto as Exhibit 99.1 and the
investor presentation is attached hereto as Exhibit 99.2, both are incorporated by reference herein.
The information in this Current Report, including
the exhibits attached hereto, is furnished pursuant to Item 2.02 and shall not be deemed “filed” for any purpose, including
for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into
any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act regardless of any general
incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits
The following exhibits are filed with this report:
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, hereunto duly authorized.
|
ATOMERA INCORPORATED |
|
|
|
|
|
|
|
Dated: August 2, 2023 |
/s/ Francis B. Laurencio |
|
|
Francis B. Laurencio,
Chief Financial Officer |
|
Exhibit 99.1
Atomera Provides
Second Quarter 2023 Results
LOS GATOS, Calif.
Aug. 2, 2023 Atomera Incorporated (NASDAQ: ATOM), a semiconductor materials and technology licensing company, today
provided a corporate update and announced financial results for the second quarter ended June 30, 2023.
Recent Company Highlights
| · | Commenced productization efforts with STM through MSTcad simulation work
in support of the previously announced commercial license. |
| · | Responded to increased interest by memory and advanced node customers for
use of MST to solve significant industry problems. |
Management Commentary
“We are excited about kicking off our commercial
license agreement with STMicroelectronics by cooperating with their team to begin the process of device optimization with the goal of
entering the production royalty stage as early as possible,” said Scott Bibaud, President and CEO. “We continue to make progress
across power/analog, RFSOI, advanced nodes and DRAM, and see growing customer interest in installation of MST to accelerate evaluation
and integration, which we believe will translate into more license agreements.”
Financial Results
The Company incurred a net loss of ($5.2) million,
or ($0.21) per basic and diluted share in the second quarter of 2023, compared to a net loss of ($4.5) million, or ($0.20) per basic and
diluted share, for the second quarter of 2022. Adjusted EBITDA (a non-GAAP financial measure) in the second quarter of 2023 was a loss
of ($4.3) million compared to an adjusted EBITDA loss of ($3.6) million in the second quarter of 2022.
The Company had $23.8 million in cash, cash equivalents
and short-term investments as of June 30, 2023, compared to $21.2 million as of December 31, 2022.
The total number of shares outstanding was 25.8
million as of June 30, 2023.
Second Quarter 2023 Results Webinar
Atomera will host a live video webinar today to discuss its financial
results and recent progress.
Date: Wednesday, Aug. 2, 2023
Time: 2:00 p.m. PT (5:00 p.m. ET)
Webcast: Accessible at https://ir.atomera.com
Note about Non-GAAP Financial Measures
In addition to the unaudited results presented
in accordance with generally accepted accounting principles, or GAAP, in this press release, Atomera presents adjusted EBITDA, which is
a non-GAAP financial measure. Adjusted EBITDA is determined by taking net loss and eliminating the impacts of interest, depreciation,
amortization and stock-based compensation. Our definition of adjusted EBITDA may not be comparable to the definitions of similarly-titled
measures used by other companies. We believe that this non-GAAP financial measure, viewed in addition to and not in lieu of our
reported GAAP results, provides useful information to investors by providing a more focused measure of operating results. This metric
is used as part of the Company's internal reporting to evaluate its operations and the performance of senior management. A table reconciling
this measure to the comparable GAAP measure is available in the accompanying financial tables below.
About Atomera Incorporated
Atomera Incorporated is a semiconductor materials
and technology licensing company focused on deploying its proprietary, silicon-proven technology into the semiconductor industry.
Atomera has developed Mears Silicon Technology™ (MST®), which increases performance and power efficiency in semiconductor
transistors. MST can be implemented using equipment already deployed in semiconductor manufacturing facilities and is complementary to
other nano-scaling technologies already in the semiconductor industry roadmap. More information can be found at www.atomera.com
Safe Harbor
This press release contains forward-looking
statements concerning Atomera Incorporated, including statements regarding the prospects for the semiconductor industry generally and
the ability of our MST technology to significantly improve semiconductor performance. Those forward-looking statements involve
known and unknown risks, uncertainties and other factors that could cause actual results to differ materially. Among those factors are:
(1) the fact that, to date, we have only recognized minimal engineering services and licensing revenues and we have not yet commenced
principal revenue producing operations, thus subjecting us to all of the risks inherent in an early-stage enterprise; (2) the risk
that STMicroelectronics does not proceed with MST in its manufacturing process or does not take MST-enabled products to market, (3) risks
related to our ability to successfully complete the milestones in our joint development agreements or, even if successfully completed,
to reach a commercial distribution license with our JDA customers; (4) risks related to our ability to advance licensing arrangements
with our integration licensees to royalty-based manufacturing and distribution licenses or our ability to add other licensees;
(5) risks related to our ability to raise sufficient capital, as and when needed, to pursue the further development, licensing and commercialization
of our MST technology; (6) our ability to protect our proprietary technology, trade secrets and knowhow and (7) those other risks
disclosed in the section "Risk Factors" included in our Annual Report on Form 10-K filed with the SEC on February 15, 2023.
We caution readers not to place undue reliance on any forward-looking statements. We do not undertake, and specifically disclaim
any obligation, to update or revise such statements to reflect new circumstances or unanticipated events as they occur.
– Financial Tables Follow –
Atomera Incorporated
Condensed Balance Sheets
(in thousands, except per share data)
| |
June 30, | | |
March 31, | | |
December 31, | |
| |
2023 | | |
2023 | | |
2022 | |
| |
(Unaudited) | | |
(Unaudited) | | |
| |
ASSETS | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | |
Current assets: | |
| | | |
| | | |
| | |
Cash and cash equivalents | |
$ | 12,904 | | |
$ | 12,118 | | |
$ | 21,184 | |
Short-term investments | |
| 10,931 | | |
| 4,934 | | |
| – | |
Interest receivable | |
| 50 | | |
| 46 | | |
| – | |
Prepaid expenses and other current assets | |
| 650 | | |
| 257 | | |
| 418 | |
Total current assets | |
| 24,535 | | |
| 17,355 | | |
| 21,602 | |
| |
| | | |
| | | |
| | |
Property and equipment, net | |
| 135 | | |
| 153 | | |
| 158 | |
Long-term prepaid maintenance and supplies | |
| 91 | | |
| 91 | | |
| 91 | |
Security deposit | |
| 14 | | |
| 14 | | |
| 14 | |
Operating lease right-of-use asset | |
| 631 | | |
| 648 | | |
| 700 | |
Financing lease right-of-use-asset | |
| 3,583 | | |
| 3,874 | | |
| 4,164 | |
| |
| | | |
| | | |
| | |
Total assets | |
$ | 28,989 | | |
$ | 22,135 | | |
$ | 26,729 | |
| |
| | | |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | |
Current liabilities: | |
| | | |
| | | |
| | |
Accounts payable | |
$ | 562 | | |
$ | 423 | | |
$ | 397 | |
Accrued expenses | |
| 218 | | |
| 242 | | |
| 173 | |
Accrued payroll related expenses | |
| 578 | | |
| 292 | | |
| 967 | |
Current operating lease liability | |
| 259 | | |
| 247 | | |
| 245 | |
Current financing lease liability | |
| 1,357 | | |
| 1,240 | | |
| 1,126 | |
Total current liabilities | |
| 2,974 | | |
| 2,444 | | |
| 2,908 | |
| |
| | | |
| | | |
| | |
Long-term operating lease liability | |
| 400 | | |
| 475 | | |
| 521 | |
Long-term financing lease liability | |
| 2,376 | | |
| 2,683 | | |
| 2,986 | |
| |
| | | |
| | | |
| | |
Total liabilities | |
| 5,750 | | |
| 5,602 | | |
| 6,415 | |
| |
| | | |
| | | |
| | |
Commitments and contingencies | |
| – | | |
| – | | |
| – | |
| |
| | | |
| | | |
| | |
Stockholders’ equity: | |
| | | |
| | | |
| | |
Preferred stock $0.001 par value, authorized 2,500 shares; none issued and outstanding as of June 30, 2023, March 31, 2023 and December 31, 2022 | |
| – | | |
| – | | |
| – | |
Common stock: $0.001 par value, authorized 47,500 shares; 25,770, 24,330 and 23,973 shares issued and outstanding as of June 30, 2023, March 31, 2023 and December 31, 2022, respectively; | |
| 26 | | |
| 24 | | |
| 24 | |
Additional paid-in capital | |
| 216,681 | | |
| 204,825 | | |
| 203,585 | |
Other comprehensive income(loss) | |
| (2 | ) | |
| (2 | ) | |
| – | |
Accumulated deficit | |
| (193,466 | ) | |
| (188,314 | ) | |
| (183,295 | ) |
Total stockholders’ equity | |
| 23,239 | | |
| 16,533 | | |
| 20,314 | |
Total liabilities and stockholders’ equity | |
$ | 28,989 | | |
$ | 22,135 | | |
$ | 26,729 | |
Atomera Incorporated
Condensed Statements of Operations
(Unaudited)
(in thousands, except per share data)
| |
Three Months Ended | | |
Six Months Ended | |
| |
June 30, | | |
March 31, | | |
June 30, | | |
June 30, | |
| |
2023 | | |
2023 | | |
2022 | | |
2023 | | |
2022 | |
Revenue | |
$ | – | | |
$ | – | | |
$ | – | | |
$ | – | | |
$ | 375 | |
Cost of revenue | |
| – | | |
| – | | |
| – | | |
| – | | |
| (81 | ) |
Gross margin | |
| – | | |
| – | | |
| – | | |
| – | | |
| 294 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Operating expenses | |
| | | |
| | | |
| | | |
| | | |
| | |
Research and development | |
| 3,192 | | |
| 3,036 | | |
| 2,433 | | |
| 6,228 | | |
| 4,772 | |
General and administrative | |
| 1,775 | | |
| 1,742 | | |
| 1,667 | | |
| 3,517 | | |
| 3,315 | |
Selling and marketing | |
| 393 | | |
| 389 | | |
| 347 | | |
| 782 | | |
| 672 | |
Total operating expenses | |
| 5,360 | | |
| 5,167 | | |
| 4,447 | | |
| 10,527 | | |
| 8,759 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Loss from operations | |
| (5,360 | ) | |
| (5,167 | ) | |
| (4,447 | ) | |
| (10,527 | ) | |
| (8,465 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Other income (expense) | |
| | | |
| | | |
| | | |
| | | |
| | |
Interest income | |
| 152 | | |
| 199 | | |
| 35 | | |
| 351 | | |
| 38 | |
Accretion income | |
| 107 | | |
| 2 | | |
| – | | |
| 109 | | |
| – | |
Interest expense | |
| (51 | ) | |
| (53 | ) | |
| (69 | ) | |
| (104 | ) | |
| (140 | ) |
Total other income (expense), net | |
| 208 | | |
| 148 | | |
| (34 | ) | |
| 356 | | |
| (102 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net loss | |
$ | (5,152 | ) | |
$ | (5,019 | ) | |
$ | (4,481 | ) | |
$ | (10,171 | ) | |
$ | (8,567 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net loss per common share, basic and diluted | |
$ | (0.21 | ) | |
$ | (0.21 | ) | |
$ | (0.20 | ) | |
$ | (0.42 | ) | |
$ | (0.37 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Weighted average number of common shares outstanding, basic and diluted | |
| 24,677 | | |
| 23,660 | | |
| 22,936 | | |
| 24,171 | | |
| 22,894 | |
Atomera Incorporated
Reconciliation to Non-GAAP EBITDA
(Unaudited)
| |
Three Months Ended | | |
Six Months Ended | |
| |
June 30, | | |
March 31, | | |
June 30, | | |
June 30, | |
| |
2023 | | |
2023 | | |
2022 | | |
2023 | | |
2022 | |
Net loss (GAAP) | |
$ | (5,152 | ) | |
$ | (5,019 | ) | |
$ | (4,481 | ) | |
$ | (10,171 | ) | |
$ | (8,567 | ) |
Depreciation and amortization | |
| 20 | | |
| 20 | | |
| 19 | | |
| 40 | | |
| 39 | |
Stock-based compensation | |
| 1,030 | | |
| 927 | | |
| 859 | | |
| 1,957 | | |
| 1,585 | |
Interest income | |
| (152 | ) | |
| (199 | ) | |
| (35 | ) | |
| (351 | ) | |
| (38 | ) |
Accretion income | |
| (107 | ) | |
| (2 | ) | |
| – | | |
| (109 | ) | |
| – | |
Interest expense | |
| 51 | | |
| 53 | | |
| 69 | | |
| 104 | | |
| 140 | |
Net loss non-GAAP EBITDA | |
$ | (4,310 | ) | |
$ | (4,220 | ) | |
$ | (3,569 | ) | |
$ | (8,530 | ) | |
$ | (6,841 | ) |
Investor Contact:
Bishop IR
Mike Bishop
(415) 894-9633
investor@atomera.com
Exhibit 99.2
![](https://www.sec.gov/Archives/edgar/data/1420520/000168316823005214/image_012.jpg)
Q2 2023 Conference Call August 2, 2023 Atomera Incorporated 1
![](https://www.sec.gov/Archives/edgar/data/1420520/000168316823005214/image_013.jpg)
Safe Harbor This presentation contains forward - looking statements concerning Atomera Incorporated (““Atomera,” the “Company,” “we,” “us,” and “our”). The words “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “woul d,” “project,” “plan,” “expect” and similar expressions that convey uncertainty of future events or outcomes are intended to identify forwar d - looking statements. These forward - looking statements are subject to a number of risks, uncertainties and assumptions, including those disclosed in the section "Risk Factors" included in our Annual Report on Form 10 - K filed with the SEC on February 15, 2023 (the “Annual Report ”) . In light of these risks, uncertainties and assumptions, the forward - looking events and circumstances discussed in this presentation may not occur and actual results could differ materially and adversely 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, levels of activity, performance or events and circumstances described in the forward - looking statements will be achieved or occur. This presentation contains only basic information concerning Atomera. The Company’s filings with the Securities Exchange Commission, including the Annual Report, include more information about factors that could affect the Company’s operating and financial results. We assume no obligation to update information contained in this presentation. Although this presentation m ay remain available on the Company's website or elsewhere, its continued availability does not indicate that we are reaffirming or confirming any of the information contained herein. Atomera Incorporated 2
![](https://www.sec.gov/Archives/edgar/data/1420520/000168316823005214/image_014.jpg)
3 Strong, Growing and Defensible Patent Portfolio High Leverage IP Licensing Business Model Top Tier Management Team Transistor enhancement technology for the $550B semiconductor market Mears Silicon Technology (MST®) Quantum Engineered Materials
![](https://www.sec.gov/Archives/edgar/data/1420520/000168316823005214/image_015.jpg)
Customer Pipeline 4 • 20 customers, 26 engagements • Working with 50% of the world’s top semiconductor makers* • 10 of the top 20 (IC Insights, McClean Report 2022) ^ End of year engagement count Atomera Incorporated v Customer Wafer Manufacturing Atomera MST ® Deposition Customer MST ® Deposition Phase 1 . Planning 2 . Setup 3 . Integration 4 . Installation 5 . Qualification 6 . Production
![](https://www.sec.gov/Archives/edgar/data/1420520/000168316823005214/image_016.jpg)
Variability reduction with MST ► High variability between transistors is a significant issue ▪ A big driver of variability is Random Dopant Fluctuation (RDF) ▪ Some transistors are designed larger to account for variability ▪ This increases costs and limits the minimum achievable voltage and power ► Advanced GAA transistor need solutions for RDF ► DRAM sense - amp variability is a major design constraint ▪ Sense - amp margin defines refresh interval and resulting power ▪ Improving variability allows smaller sense - amp and reduced power ► MST can minimize RDF and lower variability, critical in advanced nodes and memories Atomera Incorporated 5 V t difference in a matched transistor pair Active area of transistor 50%+
![](https://www.sec.gov/Archives/edgar/data/1420520/000168316823005214/image_017.jpg)
Financial Review Atomera Incorporated 6 Income Statement ($ in thousands, except per-share data) June 30, 2023 March 31, 2023 June 30, 2022 REVENUE -$ -$ Gross Profit - - OPERATING EXPENSES Research & Development 3,192 3,036 2,433 General and Administration 1,775 1,742 1,667 Selling and Marketing 393 389 347 TOTAL OPERATING EXPENSES 5,360 5,167 4,447 OPERATING LOSS (5,360) (5,167) (4,447) Other Income (Expense) 208 148 (34) NET LOSS (5,152)$ (5,019)$ (4,481)$ Net Loss Per Share (0.21)$ (0.21)$ (0.20)$ Weighted average shares outstanding 24,677 23,660 22,936 ADJUSTED EBITDA (NON-GAAP) (4,310)$ (4,220)$ (3,569)$ ADJUSTED EBITDA PER SHARE (0.17)$ (0.18)$ (0.16)$ Balance Sheet Information Cash, equivalents & ST investments 23,835$ 17,052$ 21,838$ Debt - - Three Months Ended
![](https://www.sec.gov/Archives/edgar/data/1420520/000168316823005214/image_018.jpg)
We collaborate with customers to improve their products, through integration of MST, so that both companies benefit financially Mission Statement Atomera Incorporated 7
![](https://www.sec.gov/Archives/edgar/data/1420520/000168316823005214/image_019.jpg)
Thank You Atomera Incorporated 8
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