UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 7, 2019

 

Atomera Incorporated

(Exact name of registrant as specified in its charter)

 

Delaware 001-37850 30-0509586
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification Number)

 

750 University Avenue, Suite 280

Los Gatos, California 95032

(Address of principal executive offices) (zip code)

 

(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 (see General Instruction A.2. below):

 

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

 

Common stock:  Par value $.001

Trading Symbol(s)

 

ATOM

Name of each exchange on which registered

 

Nasdaq Capital 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 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

 

   
 

 

Item 2.02 Results of Operations and Financial Condition

 

On August 7, 2019, Atomera Incorporated issued a press release announcing its financial results for the three and six months ended June 30, 2019. 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.

 

(d) Exhibits:

 

  99.1 Press release dated August 7, 2019 Atomera Incorporated
  99.2 Investor presentation August 7, 2019 Atomera Incorporated

 

 

 

 

 

 

 

 

 2 
 

 

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
   
  By:   /s/ Francis Laurencio
           Francis Laurencio
           Chief Financial Officer

 

Date: August 7, 2019

 

 

 

 

 

 

 

 

 3 

 

Exhibit 99.1

 

 

 

Atomera Provides Second Quarter 2019 Results

 

LOS GATOS, Calif. August 7, 2019 Atomera Incorporated (NASDAQ: ATOM), a semiconductor materials and intellectual property licensing company focused on deploying its proprietary technology into the semiconductor industry, today provided a corporate update and announced financial results for the second quarter ended June 30, 2019.

 

Company Highlights

 

·Increased total number of engagements to 24 at 19 customers
·Completed $6.7 million registered direct offering of common stock
·Continued to recognize license revenue from integration licenses

 

Management Commentary

 

“The announcement of multiple technical breakthroughs last quarter has generated great interest in the Atomera’s technology resulting in new customer engagements and license opportunities,” said Scott Bibaud, President and CEO. “We believe the market size represented by these 5V analog, FinFet, and 5G cellular RF devices provides outstanding growth potential for our company.”

 

Second Quarter 2019 Financial Results

 

During the second quarter of 2019, revenue was $70,000, compared with $96,000 in the second quarter of 2018. The Company incurred a net loss of $(3.6) million, or ($0.24) per basic and diluted share, in the second quarter of 2019, compared to a net loss of $(3.2) million, or ($0.26) per basic and diluted share, for the second quarter of 2018. Adjusted EBITDA (a non-GAAP financial measure) in the second quarter of 2019 was a loss of ($2.9) million compared to an adjusted EBITDA loss of $(2.6) million in the second quarter of 2018.

 

The Company had $19.1 million in cash and cash equivalents as of June 30, 2019, compared to $18.9 million as of December 31, 2018.

 

The total number of shares outstanding was 17.1 million as of June 30, 2019.

 

Second Quarter 2019 Results Conference Call and Webcast

 

Atomera will host a conference call today to discuss its financial results and recent progress.

Date: Wednesday, Aug 7, 2019

Time: 2:00 p.m. PT (5:00 p.m. ET)

Phone: (844) 263-8318 (domestic); +1 (213) 358-0960 (international)

Replay: Available until Aug. 14, 2019; (855) 859-2056 (domestic); +1(404) 537-3406 (international); passcode 9397428.

Webcast: Accessible at www.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 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.

 

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 or entered into a definitive royalty-based manufacturing and distribution license agreement with regard to our MST technology, thus subjecting us to all of the risks inherent in an early-stage enterprise; (2) risks related to our ability to advance the licensing arrangements with our initial integration licensees, Asahi Kasei Microdevices and STM Microelectronics, to royalty-based manufacturing and distribution licenses or our ability to add other licensees; (3) 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; (4) our ability to protect our proprietary technology, trade secrets and know-how and (5) those other risks disclosed in the section "Risk Factors" included in our Prospectus Supplement filed with the SEC on May 30, 2019. 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 --

 

 

 

 

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Atomera Incorporated

Condensed Balance Sheets

(in thousands, except per share data)

 

   June 30,   December 31, 
   2019   2018 
   (Unaudited)      
ASSETS          
           
Current assets:          
Cash and cash equivalents  $19,118   $18,933 
Accounts receivable   18    185 
Unbilled contracts receivable   33     
Prepaid expenses and other current assets   304    170 
Total current assets   19,473    19,288 
           
Property and equipment, net   86    56 
Operating lease right-of-use asset   229     
Security deposit   13    13 
           
Total assets  $19,801   $19,357 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
           
Current liabilities:          
Accounts payable  $211   $348 
Accrued expenses   511    224 
Accrued payroll related expenses   385    984 
Current operating lease liability   143     
Deferred revenue   16    55 
Total current liabilities   1,266    1,611 
           
Long term operating lease liability   78     
           
Total liabilities   1,344    1,611 
           
Commitments and contingencies          
           
Stockholders’ equity:          
Preferred stock, $0.001 par value, authorized 2,500 shares; none issued and outstanding at June 30, 2019 and December 31, 2018        
Common stock, $0.001 par value, authorized 47,500 shares; 17,074 and 15,034 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively.   17    15 
Additional paid-in capital   147,570    139,693 
Accumulated deficit   (129,130)   (121,962)
Total stockholders’ equity   18,457    17,746 
           
Total liabilities and stockholders’ equity  $19,801   $19,357 

  

 

 

 2 
 

Atomera Incorporated

Condensed Statements of Operations

(Unaudited)

(in thousands, except per share data)

 

  

Three Months Ended

June 30,

  

Six Months Ended

June 30,

 
   2019   2018   2019   2018 
Revenue  $70   $96   $141   $96 
Cost of revenue   (20)   (113)   (20)   (113)
Gross margin   50    (17)   121    (17)
                     
Operating expenses                    
Research and development   2,057    1,738    4,184    3,428 
General and administrative   1,488    1,254    2,809    2,457 
Selling and marketing   225    212    472    458 
Total operating expenses   3,770    3,204    7,465    6,343 
                     
Loss from operations   (3,720)   (3,221)   (7,344)   (6,360)
                     
Other income                    
Interest income   86    50    176    97 
Total other income   86    50    176    97 
                     
Net loss  $(3,634)  $(3,171)  $(7,168)  $(6,263)
                     
Net loss per common share, basic and diluted  $(0.24)  $(0.26)  $(0.47)  $(0.52)
                     
Weighted average number of common shares outstanding, basic and diluted   15,423    12,078    15,104    12,060 

 

 

 

 

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Atomera Incorporated

Reconciliation to Non- GAAP EBITDA

(Unaudited)

(in thousands)

 

 

 

   Three Months Ended
June 30,
   Six Months Ended
June 30,
 
   2019   2018   2019   2018 
Net loss (GAAP)  $(3,634)  $(3,171)  $(7,168)  $(6,263)
Add (subtract) the following items:                    
Interest income   (86)   (50)   (176)   (97)
Depreciation and amortization   11    8    21    16 
Stock-based compensation   788    621    1,482    1,166 
Adjusted EBITDA (non-GAAP)  $(2,921)  $(2,592)  $(5,841)  $(5,178)

 

 

Investor Contact:

Bishop IR

Mike Bishop

(415) 894-9633

investor@atomera.com

 

 

 

 

 

 

 4 

Exhibit 99.2

 

Q2 2019 Conference Call August 7, 2019

 
 

2 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,” “would,” “project,” “plan,” “expect” and similar expressions that convey uncertainty of future events or outcomes are intended to identify forward - 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 Prospectus Supplement filed with the SEC on May 30, 2019. 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 Prospectus Supplement , 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 may 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.

 
 

Mears Silicon Technology (MST®) Quantum Engineered Materials 3 Company Overview Strong, Growing and Defensible Patent Portfolio High Leverage IP Licensing Business Model Top Tier Management Team Transistor enhancement technology for the $450B semiconductor market

 
 

4 Customer engagement model v Customer Wafer Manufacturing Atomera MST ® Deposition Customer MST ® Deposition Phase 1 . Planning 2 . Setup 3 . Integration 4 . Installation 5 . Qualification 6 . Production Royalties Engineering Service Fees • MST deposition on customer wafers • Integration consulting License Fees • Integration licenses • Manufacturing licenses • Distribution licenses

 
 

5 Growing customer pipeline • 19 customers, 24 engagements • Working with 50% of the world’s top semiconductor makers* 0 3 6 9 12 15 18 21 24 IPO 3Q 16 4Q 16 1Q 17 2Q 17 3Q 17 4Q 17 1Q 18 2Q 18 3Q 18 4Q 18 1Q 19 2Q 19 Number of Customer Engagements Phase 1 Phase 2 Phase 3 * 10 of the top 20 (IC Insights, McClean Report 2017)

 
 

6 Three technical breakthroughs  MST - SP provides up to 50% performance gains for 5V Analog  Enhancements for FinFET devices  RF SOI improvements applicable to the 5G cellular space

 
 

8/7/2019 Atomera Confidential 7 Phosphorus diffusion blocking by MST  MST minimizes up - diffusion of Phosphorus through typical manufacturing thermal cycles  Ideally dopant concentration will stay very low near the surface  Steeper slope (in nm/ dec ) is more effective at of blocking  MST shows 4 - 5x better diffusion blocking over Baseline (Si epi only)  A very compelling result for use in FinFET devices Depth into Silicon (nm) Surface Depth into Silicon (nm) Surface Depth into Silicon (nm) Surface After 1000˚C 20 sec After 1050˚C 20 sec After Epi Deposition

 
 

8/7/2019 Atomera Confidential 8 RF - SOI Improvement data Breakdown Voltage vs R on RF Switch Power Handling LNA Ioff improvement • MST improves BV vs R on • Up to 50% BV increase at same R on • 15 - 20% R on improvement at same BV • MST improves RF switch power handling • Greater than 25% • Provides greater design flexibility • MST improves LNA performance • 8 x better Ioff • Reduce power consumption extending battery life

 
 

9 Financial Review * Adjusted EBITDA is a non - GAAP financial measure. A full reconciliation of GAAP and non - GAAP results is contained in our press release. Some figures do not total exactly due to rounding. Q2 '18 Q3 '18 Q4 '18 Q1 '19 Q2 '19 GAAP Results Revenue $0.1M - $0.15M $0.07M $0.07M Gross Profit ($0.02M) - $0.12M $0.07M $0.05M Operating Expense ($3.2M) ($3.5M) ($3.4M) ($3.7M) ($3.8M) Net Loss ($3.2M) ($3.4M) ($3.2M) ($3.5M) ($3.6M) Loss Per Share ($0.26) ($0.28) ($0.22) ($0.24) ($0.24) Reconciliation between GAAP & Non-GAAP Net Loss (GAAP) ($3.2M) ($3.4M) ($3.2M) ($3.5M) ($3.6M) Stock-Based Compensation $0.6M $0.6M $0.6M $0.7M $0.8M Adjusted EBITDA (Non-GAAP)* ($2.6M) ($2.8M) ($2.6M) ($2.9M) ($2.9M) July 31, 2019 Liquidity Actual Cash $18.5M Shares Outstanding 17.1M

 
 

Thank You 10