Table of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

x Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2017.

 

or

 

¨ Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

For the transition 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 (I.R.S. Employer
incorporation or organization) Identification No.)

 

750 University Avenue, Suite 280

Los Gatos, California 95032

(Address, including zip code, of registrant’s principal executive offices)

 

(408) 442-5248

(Registrant’s telephone number, including area code)

 

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 preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act (check one)

 

Large accelerated filer ¨ Accelerated filer ¨
Non-accelerated filer ¨ Smaller reporting company x
  Emerging Growth Company x

 

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. x

 

Indicate by checkmark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act: Yes ¨ No x

 

The number of outstanding shares of the Registrant’s Common Stock, par value $.001 per share, as of November 1, 2017 was 12,160,637.

 

 

 

 

   

 

 

Atomera Incorporated

Index

 

 

    Page
PART I. Financial Information  
     
Item 1. Financial Statements 3
     
  Condensed Balance Sheets – September 30, 2017 (unaudited) and December 31, 2016 3
     
  Unaudited Condensed Statements of Operations - For the Three and Nine Months Ended September 30, 2017 and 2016 4
     
  Unaudited Condensed Statements of Cash Flows - For the Nine Months Ended September 30, 2017 and 2016 5
     
  Notes to the Unaudited Condensed Financial Statements 6
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 11
     
Item 3. Quantitative and Qualitative Disclosures about Market Risk 14
     
Item 4. Controls and Procedures 14
     
PART II. Other Information  
   
Item 1A. Risk Factors 15
     
Item 6. Exhibits 15
     
Signatures 16

 

 

 

 

 

 

 

 

 

 

 2 

 

 

PART I. Financial Information

Item 1. Financial Statements

 

Atomera Incorporated

Condensed Balance Sheets

(in thousands, except per share data)

 

   September 30,   December 31, 
   2017   2016 
   (Unaudited)      
           
ASSETS          
           
Current assets:          
Cash and cash equivalents  $19,606   $26,718 
Prepaid expenses and other current assets   132    96 
Total current assets   19,738    26,814 
           
Property and equipment, net   31    28 
Security deposit   37    37 
           
Total assets  $19,806   $26,879 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
           
Current liabilities:          
Accounts payable  $286   $353 
Accrued expenses   299    168 
Accrued payroll related expenses   277    510 
           
Total liabilities   862    1,031 
           
Commitments and contingencies (see Note 9)          
           
Stockholders’ equity:          
Preferred stock, $0.001 par value, authorized 2,500 shares; none issued and outstanding at September 30, 2017 and December 31, 2016        
Common stock, $0.001 par value, authorized 47,500 shares; 12,161 shares issued and outstanding at September 30, 2017 and 12,025 issued and outstanding as of December 31, 2016   12    12 
Additional paid-in capital   125,387    121,833 
Accumulated deficit   (106,455)   (95,997)
Total stockholders’ equity   18,944    25,848 
           
Total liabilities and stockholders’ equity  $19,806   $26,879 

 

The accompanying notes are an integral part of these condensed financial statements.

 

 

 

 3 

 

 

Atomera Incorporated

Condensed Statements of Operations

(Unaudited)

(in thousands, except per share data)

 

  

Three Months ended

September 30,

  

Nine Months ended

September 30,

 
   2017   2016   2017   2016 
Operating expenses:                    
Research and development  $1,602   $941   $4,502   $2,757 
General and administrative   1,374    1,613    4,689    3,369 
Selling and marketing   350    229    1,367    439 
Total operating expenses   3,326    2,783    10,558    6,565 
                     
Loss from operations   (3,326)   (2,783)   (10,558)   (6,565)
                     
Other income/(expense):                    
Interest income   42    6    106    8 
Interest expense       (1,330)       (2,640)
Other expense           (6)    
Total other income/(expense), net   42    (1,324)   100    (2,632)
                     
Net loss  $(3,284)  $(4,107)  $(10,458)  $(9,197)
                     
Net loss per common share, basic and diluted  $(0.27)  $(0.56)  $(0.86)  $(2.59)
                     
Weighted average number of common shares outstanding, basic and diluted   12,161    7,382    12,111    3,553 

 

The accompanying notes are an integral part of these condensed financial statements.

 

 

 

 

 

 

 

 

 

 

 4 

 

 

Atomera Incorporated

Condensed Statements of Cash Flows

(Unaudited)

(in thousands)

 

   Nine Months Ended
September 30,
 
   2017   2016 
CASH FLOWS FROM OPERATING ACTIVITIES          
Net Loss  $(10,458)  $(9,197)
Adjustments to reconcile net loss to net cash used in operating activities:          
Depreciation and amortization   13    10 
Debt issuance cost amortization       1,526 
Stock-based compensation   3,554    1,140 
Non-cash interest expense       1,114 
Compensation in exchange for settlement of subscription receivable       188 
Loss on disposal of equipment   1     
Changes in operating assets and liabilities:          
Prepaid expenses and other current assets   (36)   (107)
Security deposit       (37)
Accounts payable   (67)   (24)
Accrued expenses   131    (25)
Accrued payroll expenses   (233)   81 
Net cash used in operating activities   (7,095)   (5,331)
           
CASH FLOWS FROM INVESTING ACTIVITIES          
Acquisition of property and equipment   (17)   (25)
Release of restricted asset       15 
Net cash used in investing activities   (17)   (10)
           
CASH FLOWS FROM FINANCING ACTIVITIES          
Net proceeds from senior secured convertible promissory notes payable       5,467 
Proceeds from initial public offering       27,600 
Payment of offering costs       (2,738)
Proceeds from exercise of stock options       4 
Net cash provided by financing activities       30,333 
           
Net (decrease)/increase in cash and cash equivalents   (7,112)   24,992 
           
Cash and cash equivalents at beginning of period   26,718    3,197 
           
Cash and cash equivalents at end of period  $19,606   $28,189 
Non-cash financing activities:          
Warrant issued as debt discount on secured notes  $   $709 
Warrant issued for underwriting of initial public offering       539 
Conversion of secured notes into equity       23,492 
   $   $24,740 

 

The accompanying notes are an integral part of these condensed financial statements.

 

 

 

 5 

 

 

ATOMERA INCORPORATED

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

Periods Ended September 30, 2017 and 2016

 

1. NATURE OF OPERATIONS

 

Atomera Incorporated (“Atomera” or the “Company”) was incorporated in the state of Delaware in March 2007 under the name MEARS Technologies, Inc. and is engaged in the development, commercialization and licensing of proprietary processes and technologies for the semiconductor industry. On January 12, 2016, the Company changed its name to Atomera Incorporated.

 

The Company has not yet generated revenue from planned principal operations, and is devoting substantially all of its efforts toward technology research and development and to securing customers for its technology. The Company has primarily financed operations through private placements of equity and debt securities and the Company’s Initial Public Offering (the “IPO”) which was consummated on August 10, 2016.

 

2. LIQUIDITY AND MANAGEMENT PLANS

 

At September 30, 2017, the Company had cash and cash equivalents of approximately $19.6 million and working capital of approximately $18.9 million. For the nine months ended September 30, 2017, the Company had a net loss of approximately $10.5 million with approximately $7.1 million of cash used in operations. The Company has not generated revenues since inception and has incurred recurring operating losses. At September 30, 2017, the Company had an accumulated deficit of approximately $106.5 million.

 

The Company’s operating plans for the next 12 months include increased headcount in research and development and increased spending on outsourced fabrication and testing. Based on the funds it has available as of the date of the filing of this report, the Company believes that it has sufficient capital to fund its current business plans and obligations over, at least, 12 months from the date that these financial statements have been issued. The Company also believes that it has sufficient capital to enable one or more customers to license and qualify its technology and to subsequently start full-scale industrial production of devices that incorporate the Company’s technology. However, as the Company has not yet generated revenue from planned principal operations, it is subject to all the risks inherent in the initial organization, financing, expenditures, complications and delays in a new business. Accordingly, the Company may require additional capital, the receipt of which cannot be assured. In the event the Company requires additional capital, there can be no guarantee that funds will be available on commercially reasonable terms, if at all.

 

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Significant accounting policies

 

There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 31, 2017.

 

Basis of presentation of unaudited condensed financial information

 

The unaudited condensed financial statements of the Company for the three and nine months ended September 30, 2017 and 2016 have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The balance sheet information as of December 31, 2016 was derived from the audited financial statements included in the Company's financial statements as of and for the year ended December 31, 2016 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2017. These financial statements should be read in conjunction with that report.

 

 

 

 6 

 

 

Adoption of recent accounting standards

 

In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-06, Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments. This new standard simplifies the embedded derivative analysis for debt instruments containing contingent call or put options by removing the requirement to assess whether a contingent event is related to interest rates or credit risks. The Company has adopted ASU 2016-06 as of January 1, 2017. The ASU did not have an impact on the Company’s financial condition or results of operations.

 

Recent accounting standards

 

In May 2017, the FASB issued ASU No. 2017-09, Compensation–Stock Compensation (Topic 718): Scope of Modification Accounting, clarifying when a change to the terms or conditions of a share-based payment award must be accounted for as a modification. The new guidance requires modification accounting if the fair value, vesting condition or the classification of the award is not the same immediately before and after a change to the terms and conditions of the award. The new guidance is effective for the Company on a prospective basis beginning on January 1, 2018, with early adoption permitted. The Company has not yet adopted this update and does not expect this standard to have a material impact on its financial position, results of operations or financial statement disclosure.

 

4. BASIC AND DILUTED LOSS PER SHARE

 

Basic net loss per share is calculated by dividing the net loss by the weighted-average number of shares outstanding for the period. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of shares and dilutive share equivalents outstanding for the period, determined using the treasury-stock and if-converted methods. Since the Company has had net losses for all periods presented, all potentially dilutive securities are anti-dilutive. Accordingly, basic and diluted net loss per share are equal.

 

The following potential common stock equivalents were not included in the calculation of diluted net loss per common share because the inclusion thereof would be anti-dilutive (in thousands):

 

   September 30, 
   2017   2016 
Stock Options   2,111    1,363 
Warrants   765    765 
    2,876    2,128 

 

5. NOTES PAYABLE

 

On March 17, 2015, the Company issued Senior Secured Convertible Notes (the “Secured Notes”) to certain investors under which the Company borrowed approximately $7.4 million and it exchanged all of its previously outstanding unsecured convertible promissory notes for Secured Notes with an aggregate principal balance of approximately $7.35 million. The total closing represented $14.75 million. The Secured Notes were due on May 31, 2016 and accrued interest at a rate of 10% per annum. During March 2016, the maturity date for the Secured Notes was extended to May 31, 2017.

 

During April 2016, the Company issued additional secured Notes in the aggregate principal amount of approximately $5.96 million. These notes have the same terms as the previous Secured Notes and mature on May 31, 2017.

 

During the three and nine months ended September 30, 2016, the interest expense on the Secured Notes was approximately $1.3 million and $2.6 million, respectively. On August 31, 2016, all principal and accrued interest were converted into shares of common stock. There is no interest expense for the three and nine months ended September 30, 2017.

 

6. RELATED PARTY TRANSACTIONS

 

On January 14, 2005, the Company executed a Secured Promissory Note (the “Promissory Note”) with an officer of the Company. Under the Promissory Note, the officer borrowed $187,500 from the Company. The Promissory Note bore interest at a fixed rate of 3.76% per annum, with interest-only payments due annually through the maturity date of January 14, 2014. In December 2015, the Company agreed to extend the term of the note to January 14, 2019, subject to acceleration in the event of the sale or liquidation of the Company, bankruptcy or like event. Effective January 2016, the Company cancelled the outstanding principal of the note in the amount of $187,500. The cancellation of this note was recognized as a bonus to the officer and included in general and administrative expenses in the accompanying statement of operations for the nine months ended September 30, 2016. As of the date of the cancellation of the Promissory Note, there was accrued and unpaid interest under the note in the amount of approximately $7,000, which amount has been repaid by the officer. In return for the cancellation of the note, the officer was required to reimburse the Company for withholding taxes payable by the Company, in the amount of approximately $14,000.

 

 

 

 7 

 

 

During the three and nine months ended September 30, 2016, a director, who is also a shareholder of the Company, was paid $0 and $3,000, respectively, for his work as a consultant for the Company. The director is no longer paid for consulting work.

 

7. WARRANTS

 

A summary of warrant activity for the nine months ended September 30, 2017 is as follows (shares in thousands except per share and contractual term):

 

   

Number of

Shares

  

Weighted-

Average

Exercise

Price

  

Weighted-
Average

Remaining

Contractual

Term (In
Years)

 
 Outstanding at January 1, 2017    765   $5.75      
 Outstanding at September 30, 2017    765   $5.75    3.1 

 

The warrants outstanding at September 30, 2017 had an intrinsic value of approximately $635,000 based on a per-share stock price of $3.89 as of September 30, 2017.

 

8. STOCK BASED COMPENSATION

 

In May 2017, the Company’s shareholders approved its 2017 Stock Incentive Plan (“2017 Plan”). The 2017 Plan provides for the grant of non-qualified stock options and incentive stock options to purchase shares of the Company’s common stock and for the grant of restricted and unrestricted share grants. The 2007 Stock Incentive Plan (“2007 Plan”) expired in March 2017. The 2017 Plan provides for the issuance of 3,750,000 shares of common stock. All of the Company’s employees and any subsidiary employees (including officers and directors who are also employees), as well as all of the Company’s nonemployee directors and other consultants, advisors and other persons who provide services to the Company will be eligible to receive incentive awards under the 2017 Plan. Generally stock options and restricted stock vest over a one to four-year period from the date of grant under the 2017 Plan.

 

The following table summarizes the stock-based compensation expense recorded in the Company’s results of operations during the three and nine months ended September 30, 2017 and 2016 for stock options and restricted stock from the 2017 Plan and 2007 Plan (in thousands):

 

   Three Months Ended
September 30,
   Nine Months Ended
September 30,
 
   2017   2016   2017   2016 
Research and development  $115   $50   $338   $63 
General and administrative   647    832    2,493    928 
Selling and Marketing   154    149    723    149 
   $916   $1,031   $3,554   $1,140 

 

As of September 30, 2017, there was approximately $4.6 million of total unrecognized compensation expense related to non-vested share-based compensation arrangements that are expected to vest. This cost is expected to be recognized over a weighted-average period of 2.6 years.

 

The weighted average grant date fair value per share of the options granted under the plan was $3.08 and $3.58 for the three months ended September 30, 2017 and 2016, respectively, and $3.01 and $3.56 for the nine months ended September 30, 2017 and 2016, respectively.

 

 

 

 8 

 

 

The following table summarizes stock option activity during the nine months ended September 30, 2017 (in thousands except exercise prices and contractual terms):

 

   

Number of

Shares

  

Weighted-

Average

Exercise

Prices

  

Weighted-
Average

Remaining

Contractual

Term (In Years)

   Intrinsic
Value
 
 Outstanding at January 1, 2017    1,515   $7.21           
 Granted    598   $6.87           
 Exercised       $           
 Expired    (2)  $43.42           
 Outstanding at September 30, 2017    2,111   $7.08    8.5   $ 
 Exercisable at September 30, 2017    843   $7.21    8.1   $ 

 

During the nine months ended September 30, 2017, the Company granted options under its 2007 Stock Incentive Plan to purchase 593,292 shares of its common stock to its employees. The fair value of these options was approximately $1.8 million. During the nine months ended September 30, 2017, the Company granted options under its 2017 Stock Incentive Plan to purchase 5,000 shares of its common stock to a consultant. The fair value of these options was approximately $11,000 as of September 30, 2017.

  

The Company issues restricted stock to employees, directors and consultants and estimates the fair value based on the closing price on the day of grant. The following table summarizes all restricted stock activity during the nine months ended September 30, 2017 (in thousands except per share data):

 

   

Number of

Shares

  

Weighted-

Average

Grant Date
Fair Value

 
 Outstanding at January 1, 2017    462   $8.07 
 Granted    136   $6.60 
 Vested    (471)  $7.96 
 Cancelled       $ 
 

Outstanding non-vested shares at September 30, 2017

    127   $6.90 

 

 

 

 9 

 

 

9. COMMITMENTS AND CONTINGENCIES

 

Operating Leases

  

On January 19, 2016, the Company entered into a real estate lease agreement for a 3,396 square foot office facility in Los Gatos, California as its new corporate headquarters. The lease commenced on February 1, 2016 and expires on January 31, 2018. The lease rate is $13,074 per month.

  

Approximate future minimum lease payments required under the operating leases are as follows (in thousands):

 

Years ending December 31,   Amount 
 Remaining period in 2017   $39 
 2018    13 
 Total   $52 

 

Licensing agreement

 

In December 2006, the Company entered into a licensing agreement with ASM International N.V., a vendor or semiconductor manufacturing equipment located in Almere, The Netherlands, pursuant to which ASM has granted to the Company a non-exclusive, worldwide license to make, and sublicense others to make, semiconductor devices using certain ASM patents. The ASM license restricts the Company and its sublicensees from using the ASM licensed rights in the manufacture of epitaxial deposition machines or any other machines used to manufacture semiconductors. The ASM license is coterminous with patents licensed by ASM, which expires on January 8, 2019, and requires the Company to pay ASM a royalty of 5% of net royalty revenue, generally defined as gross royalty revenue less certain customer offsets and credits, from the sale of any product incorporating the ASM licensed patents not manufactured on ASM equipment and a royalty of 2.5% of net revenue from the sale of any product incorporating ASM licensed patents manufactured on ASM equipment. All semiconductor devices incorporating the Company’s MST® technology manufactured prior to January 8, 2019 will be subject to the ASM license royalty. The Company has not incurred any royalty obligation under this license agreement as of September 30, 2017.

 

 

 

 10 

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion and analysis of the financial condition and results of operations of Atomera Incorporated should be read in conjunction with our unaudited condensed financial statements and the accompanying notes that appear elsewhere in this filing. Statements in this Quarterly Report on Form 10-Q include forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements. Although forward-looking statements in this Quarterly Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks, uncertainties, and changes in condition, significance, value and effect, including those risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC on March 31,2017 and referenced under the heading “Risk Factors” within Part II, Item 1A of this Quarterly Report and other documents we subsequently file from time to time with the Securities and Exchange Commission (the “SEC”), such as our annual reports on Form 10-K, our quarterly reports on Form 10-Q and our current reports on Form 8-K. Such risks, uncertainties and changes in condition, significance, value and effect could cause our actual results to differ materially from those expressed herein and in ways not readily foreseeable. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report and are based on information currently and reasonably known to us. We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Quarterly Report. Readers are urged to carefully review and consider the various disclosures made in this Quarterly Report, which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.

 

Overview

 

We are engaged in the business of developing, commercializing and licensing proprietary processes and technologies for the $350+ billion semiconductor industry. Our lead technology, named Mears Silicon TechnologyTM, or MST®, is a thin film of reengineered silicon, typically 100 to 300 angstroms (or approximately 20 to 60 silicon atomic unit cells) thick. MST® can be applied as a transistor channel enhancement to CMOS-type transistors, the most widely used transistor type in the semiconductor industry. 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 smaller, with increased speed, reliability and energy efficiency. In addition, since MST® is an additive and low-cost technology, 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, logic, optical and memory integrated circuits.

 

We do not intend to design or manufacture integrated circuits directly. Instead, we intend to develop and license technologies and processes that will offer the designers and manufacturers of integrated circuits a low-cost solution to the industry’s need for greater performance and lower power consumption. Our customers and partners are expected to 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 manufacturers, which are designers of integrated circuits that outsource the manufacture of their chips to foundries;
     
  ·  original equipment manufacturers, or OEMs, which manufacture the epitaxial, or EPI, deposition machines used to deposit semiconductor layers, such as the MST® film onto the base silicon wafer; and
     
  · electronic design automation companies, which make tools used throughout the industry to simulate the effects of using different materials, design structures and process technologies on the performance of semiconductor products.

 

 

 

 11 

 

 

We intend to generate revenue through licensing 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 silicon wafer or device that incorporates our MST® technology. We also intend to enter into licensing arrangements with fabless semiconductor manufacturers pursuant to which we will charge them a royalty for each device they sell that incorporates our MST® technology.

 

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 changed our name to Atomera Incorporated.

  

Results of Operations

 

Revenues

 

We have not commenced revenue-producing operations.

 

Research and development expenses. To date, our operations have focused on the research, development, patent protection, and commercialization of our processes and technologies, including our proprietary and patent-protected MST® performance enhancement technology. Our research and development costs primarily consist of payroll and benefit costs for our engineering staff and costs of outsourced fabrication and metrology of semiconductor wafers incorporating our MST® technology.

  

The timing and amount of our outsourced fabrication and metrology is highly dependent on evaluations by our prospective customers and partners. As a result, the level of our research and development costs can vary significantly among accounting periods.

 

For the three months ended September 30, 2017 and 2016, we incurred approximately $1.6 million and $941,000, respectively, of research and development expense, an increase of approximately $661,000 or 70%. The increase in research and development expense is primarily due to an increase of approximately $461,000 in outsourced fabrication, testing and materials to support expanded customer engagements. The remaining increase in research and development expense is due to an increase of approximately $98,000 in payroll related expenses due to increased engineering headcount and an approximate $64,000 increase in stock-based compensation expense.

 

For the nine months ended September 30, 2017 and 2016, we incurred research and development expense of approximately $4.5 million and $2.8 million, respectively, an increase of approximately $1.7 million or 63%. The increase in research and development expense is primarily due to an increase of approximately $947,000 in outsourced fabrication, testing and materials to support expanded customer engagements and approximately $79,000 of additional professional fees for technical consulting and recruiting. The remaining increase in research and development expense is due to an increase of approximately $368,000 in payroll related expenses due to increased engineering headcount, and an approximate $274,000 increase in stock-based compensation expense reflecting stock option and restricted stock grants made in connection with and subsequent to our Initial Public Offering (“IPO”).

 

General and administrative expenses. General and administrative expenses consist primarily of payroll and benefit costs for administrative personnel, professional fees and office-related costs. General and administrative expenses for the three months ended September 30, 2017 and 2016 were approximately $1.4 million and $1.6 million, respectively, representing a decrease of approximately $239,000 or 15%. The decrease in general and administrative expenses is primarily due to a decrease of approximately $185,000 in stock based compensation which was due to vesting of management bonuses and stock options issued in connection with our IPO in August 2016. The remaining decrease can be attributed to approximately $194,000 decrease in payroll and payroll related expense due to a bonus of $250,000 that was paid in the third quarter of 2016 related to the IPO. This decrease is offset by a $269,000 bonus accrual during 2017.

 

General and administrative expense for the nine months ended September 30, 2017 and 2016 were approximately $4.7 million and $3.4 million, respectively, representing an increase of approximately $1.3 million or 39%. The increase was primarily due to an increase of approximately $1.6 million in stock-based compensation reflecting grants made in connection with and after our IPO and an approximate $348,000 increase in professional fees primarily related to investor relations consulting and payments to our independent directors. We commenced compensating our non-employee directors in the third quarter of 2016. These costs were offset by a decrease of approximately $447,000 in payroll and payroll related expenses due to severance costs of approximately $195,000 associated with the departure of former executives in 2016 as well as the payment of a bonus of $250,000 to our Chief Executive Officer in September 2016 resulting from the completion of our IPO.

 

 

 

 12 

 

 

Selling and marketing expenses. Selling and marketing expenses consist primarily of salary and benefits for our sales and marketing personnel and business development consulting services. For the three months ended September 30, 2017 and 2016 selling and marketing expenses were approximately $350,000 and $229,000, respectively, representing an increase of approximately $121,000 or 53%. Approximately $90,000 of the increase is due an increase in headcount and consulting expenses for engagement with prospective customers engagements. The remaining increase is due to an increase in bonus expense and travel resulting from the additional headcount as we continue to expand our customer partnerships.

 

Selling and marketing expenses for the nine months ended September 30, 2017 and 2016 were approximately $1.4 million and $439,000, respectively, representing an increase of approximately $928,000 or 211%. Approximately $574,000 of the increase is due to stock based compensation expense. The remaining increase is due to an increase in head count and consulting expenses for engagement with prospective customers engagements.

  

Interest income and expenses. Interest income and interest expense for the three and nine months ended September 30, 2017 and 2016 consisted of the following (dollars in thousands):

  

  

Three Months ended

September 30,

  

Nine Months ended

September 30,

 
   2017   2016   2017   2016 
Interest income  $42   $6   $106   $8 
Interest expense       (1,330)       (2,640)
    42    (1,324)   106    (2,632)

 

Interest income for the three and nine months ended September 30, 2017 and 2016 related to interest earned on our cash and cash equivalents. Interest expense for the three and nine months ended September 30, 2016 related to accrued interest on our Secured Notes. The principal amount and accrued interest on these notes converted into shares of common stock upon the completion of our IPO in August of 2016. Accordingly, we have not incurred interest expense after August 2016.

  

Liquidity and Capital Resources

 

At September 30, 2017, we had cash and cash equivalents of approximately $19.6 million and working capital of approximately $18.9 million. For the nine months ended September 30, 2017, we had a net loss of approximately $10.5 million and used approximately $7.1 million of cash in operations. We have not generated revenues since inception and have incurred recurring operating losses. At September 30, 2017, we had an accumulated deficit of approximately $106.5 million.

 

Cash Flows from Operating, Investing and Financing Activities

 

We believe that our available working capital is sufficient to fund our presently forecasted working capital requirements for, at least, the next 12 months following the date of the filing of this report. However, the semiconductor industry is generally slow to adopt new manufacturing process technologies and conducts long testing and qualification processes which we have limited ability to control. Accordingly, we may require additional capital in order to get to full-scale industrial production of a device that incorporates our MST®. In the event we require additional capital over and above the amount we have on hand and any amounts generated from licensing our MST® technology, we will endeavor to acquire additional funds through various financing sources, including follow-on equity offerings, debt financing and joint ventures with industry partners. In addition, we will consider alternatives to our current business plan that may enable to us to achieve revenue-producing operations and meaningful commercial success with a smaller amount of capital. However, there can be no guarantees that additional capital will be available on commercially reasonable terms, if at all. If such financing is not available on satisfactory terms, we may be unable to further pursue our business plan and we may be unable to continue operations.

  

Net cash used in operating activities of approximately $7.1 million for the nine months ended September 30, 2017 resulted primarily from our net loss of approximately $10.5 million adjusted by approximately $3.6 million for stock-based compensation expense and a decrease of approximately $233,000 in accrued payroll expenses.

 

 

 

 13 

 

 

 

Net cash used in operating activities of approximately $5.3 million for the nine months ended September 30, 2016 resulted primarily from our net loss of approximately $9.2 million, adjusted by approximately $1.5 million for non-cash amortization of debt issuance costs, $1.1 million in non-cash interest expense, and approximately $1.1 million for stock compensation expense.

 

Net cash used in investing activities of approximately $17,000 for the nine months ended September 30, 2017 consisted of the purchase of property and equipment. Net cash used in investing activities of approximately $10,000 for the nine months ended September 30, 2016 consisted of approximately $25,000 for the purchase of property and equipment offset by $15,000 release of a restricted investment.

 

No cash was used in or provided by financing activities in the nine months ended September 30, 2017. Net cash provided by financing activities in the nine months ended September 30, 2016 related primarily to the net proceeds of approximately $24.8 million from our initial public offering in August 2016 along with our Secured Notes issued in April 2016 with proceeds of approximately $5.5 million.

 

Off-Balance Sheet Arrangements

 

We have not entered into any off-balance sheet arrangements or issued guarantees to third parties.

 

Recent Accounting Pronouncements

 

We are required to adopt certain new accounting pronouncements. See note 2 to the condensed financial statements included in Item 1 of this Form 10-Q.

 

Critical Accounting Policies

 

There have been no changes to our critical accounting policies from those included in our Annual Report on Form 10-K for the year ended December 31, 2016.

 

Item 3. Quantitative and Qualitative Disclosure about Market Risk.

 

Not applicable.

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

Our management, with the participation of our chief executive officer and principal financial and accounting officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. Based on this evaluation, management concluded that our disclosure controls and procedures were effective as of September 30, 2017.

 

Changes in Internal Control over Financial Reporting

 

There have not been any changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) and 15(d)-15(f) under the Exchange Act) during the three-month period ended September 30, 2017 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

 

 

 

 

 

 

 

 

 

 

 14 

 

 

PART II. Other Information

 

Item 1A. Risk Factors

 

The primary risk factors affecting our business have not changed materially from the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC on March 31, 2017.

 

Item 6. Exhibits

 

The following is a list of exhibits files as part of this Report on Form 10-Q

 

Exhibit

No.

  Description   Method of Filing
         
31.1   Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.   Filed electronically herewith
         
31.2   Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.   Filed electronically herewith
         
32.1   Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).   Filed electronically herewith
         
101.INS   XBRL Instance Document   Filed electronically herewith  
         
101.SCH   XBRL Taxonomy Extension Schema Document   Filed electronically herewith
         
101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document   Filed electronically herewith
         
101.LAB   XBRL Taxonomy Extension Label Linkbase Document   Filed electronically herewith
         
101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document     Filed electronically herewith
         
101.DEF   XBRL Taxonomy Extension Definition Linkbase Document     Filed electronically herewith

 

 

 

 

 

 

 

 

 

 

 15 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and the on the date indicated.

 

  ATOMERA INCORPORATED.
   
Date: November 8, 2017 By: /s/ Scott A. Bibaud                            
    Scott A. Bibaud
Chief Executive Officer,
    (Principal Executive Officer)
    and Director
     
     
Date: November 8, 2017 By: /s/ Francis B. Laurencio           
    Francis B. Laurencio
    Chief Financial Officer
    (Principal Financial and
    Accounting Officer)

 

 

 

 

 

 

 

 

 

 

 16 

Exhibit 31.1

 

CERTIFICATIONS

 

I, Scott A. Bibaud, certify that:

 

  (1) I have reviewed this Form 10-Q of Atomera Incorporated (the “Company”);

 

  (2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

  (3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

 

  (4) The Company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d- 15(f)) for the company and have:

 

  (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  (b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  (c) evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the period covered by this report based on such evaluation; and

 

  (d) disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; And

 

  (5) The Company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

 

  (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

 

  (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

 

  ATOMERA INCORPORATED
   
Date: November 8, 2017 By:   /s/ Scott A. Bibaud
    Scott A. Bibaud, Chief Executive Officer

Exhibit 31.2

 

CERTIFICATIONS

 

I, Francis B. Laurencio, certify that:

 

  (1) I have reviewed this Form 10-Q of Atomera Incorporated (the “Company”);

 

  (2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

  (3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

  (4) The Company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d- 15(f)) for the company and have:

 

  (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  (b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  (c) evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the period covered by this report based on such evaluation; and

 

  (d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the Company’s most recent quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

 

  (5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

 

  (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

 

  (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

  ATOMERA INCORPORATED
   
Date: November 8, 2017 By:   /s/ Francis B. Laurencio
    Francis B. Laurencio, Chief Financial Officer
    (Principal Financial Officer)

Exhibit 32.1

 

CERTIFICATION PURSUANT TO 18 U.S.C. 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Atomera Incorporated (the “Company”) on Form 10-Q for the period ended September 30, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Scott A. Bibaud, the Chief Executive Officer, and Francis B. Laurencio, the Chief Financial Officer, of the Company, respectively, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

 

  1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

  2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

By: /s/ Scott A. Bibaud      Dated: November 8, 2017
  Scott A. Bibaud  
  Title: President and Chief Executive Officer  
     
By: /s/ Francis B. Laurencio      Dated: November 8, 2017
  Francis B. Laurencio  
  Title: Chief Financial Officer  

 

This certification is made solely for the purposes of 18 U.S.C. Section 1350, subject to the knowledge standard contained therein, and not for any other purpose.