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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





(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


(d) Exhibits  


The following exhibits are filed with this report:


Exhibit Number Exhibit Description
99.1 Press release dated August 2, 2023 Atomera Incorporated
99.2 Investor presentation dated August 2, 2023 Atomera Incorporated
104 Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101).










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.


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)     
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 
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


(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



   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









Exhibit 99.2


Q2 2023 Conference Call August 2, 2023 Atomera Incorporated 1



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



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



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



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%+



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



We collaborate with customers to improve their products, through integration of MST, so that both companies benefit financially Mission Statement Atomera Incorporated 7



Thank You Atomera Incorporated 8