0001683168-24-000915 8-K 28 20240213 2.02 9.01 20240213 20240213 Atomera Inc 0001420520 3674 04 Manufacturing 000000000 DE 1231 8-K 34 001-37850 24625710 750 UNIVERSITY AVENUE SUITE 280 LOS GATOS CA 95032 408-442-5248 750 UNIVERSITY AVENUE SUITE 280 LOS GATOS CA 95032 MEARS TECHNOLOGIES INC 20071206 8-K 1 atomera_8k.htm CURRENT REPORT false 0001420520 0001420520 2024-02-13 2024-02-13 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 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): February 13, 2024 ATOMERA INCORPORATED (Exact Name of Registrant as Specified in Its Charter) Delaware 001-37850 30-0509586 (State or Other (Commission File Number) (I.R.S. Employer Jurisdiction of Identification Number) Incorporation) 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 Capital Markets 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 February 13, 2024, Atomera Incorporated issued a press release announcing its financial results for the three and twelve months ended December 31, 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 (d) Exhibits The following exhibits are filed with this report: Exhibit Number Exhibit Description 99.1 Press release dated February 13, 2024 Atomera Incorporated 99.2 Investor presentation dated February 13, 2024 Atomera Incorporated 104 Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101). 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 Dated: February 13, 2024 /s/ Francis B. Laurencio Francis B. Laurencio, Chief Financial Officer 3 EX-99.1 2 atomera_ex9901.htm PRESS RELEASE Exhibit 99.1 [[Image Removed]] Atomera Provides Fourth Quarter and Fiscal 2023 Results Revenue in the Fourth Quarter Resulting from MST Installation at Licensee LOS GATOS, Calif. -- Feb. 13, 2024 -- Atomera Incorporated (NASDAQ: ATOM), a semiconductor materials and technology licensing company, today provided a corporate update and announced financial results for the fourth quarter and fiscal year ended December 31, 2023. Recent Company Highlights · Achieved revenue from commercial licensee for two milestones · Second customer completed installation of MST technology · Executed an MSTcad license with a large semiconductor manufacturer Management Commentary “There is clear evidence the company is executing on its strategy to commercialize MST. With our technology now installed at two customer fabs, we’re focusing on moving additional customers along the engagement pipeline toward the royalty phase,” said Scott Bibaud, President and CEO. “The semiconductor industry is currently in an ideal state to adopt new technology and the performance improvements enabled by MST are compelling to fabs and foundries seeking to gain cost-effective advantages in highly competitive markets.” Financial Results Revenue for the fourth quarter of 2023 was $550,000. The Company incurred a net loss of ($4.6) million, or ($0.18) per basic and diluted share in the fourth quarter of 2023, compared to a net loss of ($4.3) million, or ($0.18) per basic and diluted share, for the fourth quarter of 2022. Adjusted EBITDA (a non-GAAP financial measure) in the fourth quarter of 2023 was a loss of ($3.8) million compared to an adjusted EBITDA loss of ($3.5) million in the fourth quarter of 2022. For fiscal year 2023, revenue was $550,000, compared with $382,000 in fiscal 2022. Net loss was ($19.8) million, or ($0.80) per basic and diluted share for fiscal 2023, compared to ($17.4) million, or ($0.75) per basic and diluted share in fiscal 2022. Adjusted EBITDA for fiscal 2023 was a loss of ($16.6) million compared to an adjusted EBITDA loss of ($14.1) million in fiscal 2022. The Company had $19.5 million in cash, cash equivalents and short-term investments as of December 31, 2023, compared to $21.2 million as of December 31, 2022. The total number of shares outstanding was 26.1 million as of December 31, 2023. 1 Fourth Quarter and Fiscal Year 2023 Results Webinar Atomera will host a live video webinar today to discuss its financial results and recent progress. Date: Tuesday, Feb. 13, 2024 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 thus subjecting us to all of the risks inherent in an early-stage enterprise? (2) the risk that licensees or JDA customers do not advance to royalty-based manufacturing and distribution licenses; (3) our ability to add other licensees and/or JDA customers; (4) 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? (5) our ability to protect our proprietary technology, trade secrets and know-how and (6) 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 and in our Quarterly Report on Form 10-Q filed with the SEC on November 1, 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 -- 2 Atomera Incorporated Balance Sheets (in thousands, except per share data) December 31, December 31, 2023 2022 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 12,591 $ 21,184 Short-term investments 6,940 – Unbilled contracts receivable 550 – Interest receivable 79 – Prepaid expenses and other current assets 244 418 Total current assets 20,404 21,602 Property and equipment, net 100 158 Long-term prepaid maintenance and supplies 91 91 Security deposit 14 14 Operating lease right-of-use asset 517 700 Financing lease right-of-use-asset 2,903 4,164 Total assets $ 24,029 $ 26,729 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 618 $ 397 Accrued expenses 222 173 Accrued payroll related expenses 1,382 967 Current operating lease liability 264 245 Current financing lease liability 1,328 1,126 Total current liabilities 3,814 2,908 Long-term operating lease liability 295 521 Long-term financing lease liability 1,750 2,986 Total liabilities 5,859 6,415 Commitments and contingencies – – Stockholders’ equity: Preferred stock $0.001 par value, authorized 2,500 shares; none issued and outstanding at December 31, 2023 and December 31, 2022 – – Common stock: $0.001 par value, authorized 47,500 shares; 26,107 and 23,973 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively; 26 24 Additional paid-in capital 221,229 203,585 Accumulated deficit (203,085 ) (183,295 ) Total stockholders’ equity 18,170 20,314 Total liabilities and stockholders’ equity $ 24,029 $ 26,729 3 Atomera Incorporated Statements of Operations (in thousands, except per share data) Three Months Ended Year Ended December 31, September 30, December 31, December 31, 2023 2023 2022 2023 2022 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Revenue $ 550 $ – $ 5 $ 550 $ 382 Cost of revenue (28 ) – – (28 ) (81 ) Gross margin 522 – 5 522 301 Operating expenses Research and development 2,992 3,305 2,523 12,525 10,038 General and administrative 1,875 1,683 1,559 7,075 6,441 Selling and marketing 452 365 329 1,599 1,348 Total operating expenses 5,319 5,353 4,411 21,199 17,827 Loss from operations (4,797 ) (5,353 ) (4,406 ) (20,677 ) (17,526 ) Other income (expense) Interest income 195 177 189 723 340 Accretion income 62 112 – 283 – Other income (expense), net 3 72 – 75 – Interest expense (43 ) (47 ) (55 ) (194 ) (255 ) Total other income (expense), net 217 314 134 887 85 Net loss $ (4,580 ) $ (5,039 ) $ (4,272 ) $ (19,790 ) $ (17,441 ) Net loss per common share, basic and diluted $ (0.18 ) $ (0.20 ) $ (0.18 ) $ (0.80 ) $ (0.75 ) Weighted average number of common shares outstanding, basic and diluted 25,404 25,255 23,538 24,755 23,157 4 Atomera Incorporated Reconciliation to Non-GAAP EBITDA (Unaudited) Three Months Ended Year Ended December 31, September 30, December 31, December 31, 2023 2023 2022 2023 2022 Net loss (GAAP) $ (4,580 ) $ (5,039 ) $ (4,272 ) $ (19,790 ) $ (17,441 ) Depreciation and amortization 17 20 19 77 77 Stock-based compensation 1,015 1,041 893 4,013 3,367 Interest income (195 ) (177 ) (189 ) (723 ) (340 ) Accretion income (62 ) (112 ) – (283 ) – Other income, net (3 ) (72 ) – (75 ) – Interest expense 43 47 55 194 255 Net loss non-GAAP EBITDA $ (3,765 ) $ (4,292 ) $ (3,494 ) $ (16,587 ) $ (14,082 ) Investor Contact: Bishop IR Mike Bishop (415) 894-9633 investor@atomera.com 5 EX-99.2 3 atomera_ex9902.htm INVESTOR PRESENTATION Exhibit 99.2 [[Image Removed]] Q4 2023 Conference Call February 13, 2024 Atomera Incorporated 1 [[Image Removed]] 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 ”) Quarterly Report on Form 10 - Q filed with the SEC on November 1, 2023. 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 sh ould 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 [[Image Removed]] 3 Strong, Growing and Defensible Patent Portfolio High Leverage IP Licensing Business Model Top Tier Management Team Transistor enhancement technology for the $550B semiconductor market Mears Silicon Technology (MST®) Quantum Engineered Materials [[Image Removed]] ST Path to Production Atomera 4 Customer Wafer Manufacturing Atomera MST ® Deposition 2. Setup Customer MST ® Deposition 3. Integration 4. Installation 5.Qualification 6. Production 1. Planning Phase Royalties Manufacturing License Fee Distribution License Fee Complete Integration License Fee & Productization [[Image Removed]] Chip Designs Start Productization cycle Atomera Incorporated 5 Freeze PDK (Process Design Kit) Silicon Validation Wafers manufactured with MST Process development with TCAD Process Qualification Volume Production Chip Designs Start Chip Designs Start Chip Designs MST Installation Phase 4 Phase 5 Phase 6 [[Image Removed]] Customer Pipeline 6 • 20 customers, 26 engagements • Working with 50% of the world’s top semiconductor makers* • 10 of the top 20 (IC Insights, McClean Report 2023) ^ End of year engagement count Atomera Incorporated Customer Wafer Manufacturing v Customer MST ® Deposition Atomera MST ® Deposition 6 . Production 5 . Qualification 4 . Installation 3 . Integration 2 . Setup 1 . Planning Phase 0 3 6 9 12 15 18 21 24 27 2016 2017 2018 2019 2020 2021 2022 2024 Number of Customer Engagements Phase 1 Phase 2 Phase 3 Phase 4 [[Image Removed]] MST technology focus areas Atomera 7 MST for Advanced Nodes MST for RF - SOI MST - SP, SPX MST for DRAM [[Image Removed]] MST optimizes AI performance ? AI algorithms are driving unprecedented compute workloads ? Demands exceed ideal single chip silicon area, impacting yield ? Heterogenous chiplet architectures solve this problem ? Small chiplet designs can be optimized by process node ? MST’s ability to enhance mature nodes brings great value Atomera 8 180nm 130nm 90nm 65nm 40nm 28nm 22nm 16/14nm 10nm 7nm 5nm 2nm Leading Analog & RF SOI Mainstream Planar FinFET GAA [[Image Removed]] Financial Review Atomera Incorporated 9 Income Statement ($ in thousands, except per-share data) 3/31/23 6/30/23 9/30/23 12/31/23 FY 2023 REVENUE -$ -$ -$ 550$ 550$ Gross Profit - - - 522 522 OPERATING EXPENSES Research & Development 3,036 3,192 3,305 2,992 12,525 General and Administration 1,742 1,775 1,683 1,875 7,075 Selling and Marketing 389 393 365 452 1,599 TOTAL OPERATING EXPENSES 5,167 5,360 5,353 5,319 21,199 OPERATING LOSS (5,167) (5,360) (5,353) (4,797) (20,677) Other Income (Expense) 148 208 314 217 887 NET LOSS (5,019)$ (5,152)$ (5,039)$ (4,580)$ (19,790)$ Net Loss Per Share (0.21)$ (0.21)$ (0.20)$ (0.18)$ (0.80)$ Weighted average shares outstanding 23,660 24,677 25,255 25,404 24,755 ADJUSTED EBITDA (NON-GAAP) (4,220)$ (4,310)$ (4,292)$ (3,765)$ (16,587)$ ADJUSTED EBITDA PER SHARE (0.18)$ (0.17)$ (0.17)$ (0.15)$ (0.67)$ Balance Sheet Information Cash, equivalents & ST investments 17,052$ 23,835$ 20,389$ 19,531$ 19,531$ Debt - - - - - Three Months Ended [[Image Removed]] We collaborate with customers to improve their products, through integration of MST, so that both companies benefit financially Mission Statement Atomera Incorporated 10 [[Image Removed]] Thank You Atomera Incorporated 11