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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): February 15, 2022





(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 February 15, 2022, Atomera Incorporated issued a press release announcing its financial results for the three and twelve months ended December 31, 2021. 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 February 15, 2022 Atomera Incorporated
99.2   Investor presentation dated February 15, 2022 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: February 15, 2022 /s/ Francis B. Laurencio  

Francis B. Laurencio,

Chief Financial Officer
































Exhibit 99.1




Atomera Provides Fourth Quarter and Fiscal 2021 Results


LOS GATOS, Calif. Feb. 15, 2022 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, 2021.


Recent Company Highlights


· Successfully fulfilled all technical requirements in a Joint Development Agreement with a market leading semiconductor company
· Executed licensing agreement with semiconductor foundry
· Introduced MST-SP technology for Power and Analog Electronics
· Named to Forbes 2022 list of “America’s Best Small Companies”


Management Commentary


“Meeting the JDA’s technical milestones and the new foundry integration license agreement are evidence of the progress Atomera is driving,” said Scott Bibaud, President and CEO. “The achievements with our JDA partner validate MST’s potential for future commercial use among the world’s leading semiconductor companies, and our new agreement with a foundry customer opens up opportunities for MST applications among multiple different product areas.”


Financial Results


The Company incurred a net loss of ($4.2) million, or ($0.18) per basic and diluted share in the fourth quarter of 2021 on $0 revenue, compared to a net loss of ($3.9) million, or ($0.19) per basic and diluted share, for the fourth quarter of 2020 also with $0 of revenue. Adjusted EBITDA (a non-GAAP financial measure) in the fourth quarter of 2021 was a loss of ($3.4) million compared to an adjusted EBITDA loss of ($3.0) million in the fourth quarter of 2020.


For fiscal year 2021, revenue was $400,000, compared with $62,000 in fiscal 2020. Net loss was ($15.7) million, or ($0.70) per basic and diluted share for fiscal 2021, compared to ($14.9) million, or ($0.79) per basic and diluted share in fiscal 2020. Adjusted EBITDA for fiscal 2021 was a loss of ($12.5) million compared to an adjusted EBITDA loss of ($11.7) million in fiscal 2020.


The Company had $28.7 million in cash and cash equivalents as of December 31, 2021, compared to $37.9 million as of December 31, 2020.


The total number of shares outstanding was 23.2 million as of December 31, 2021.


Simultaneously with the filing of its Annual Report on Form 10-K for the year ended December 31, 2021, the Company filed a universal shelf registration statement with the SEC with substantially similar terms its current shelf registration, which was put in place in 2019.







Fourth Quarter and Fiscal Year 2021 Results Webinar


Atomera will host a live video webinar today to discuss its financial results and recent progress.

Date: Tuesday, Feb. 15, 2022

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 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 our ability to reach a commercial distribution license with our JDA customer; (3) risks related to our ability to advance the licensing arrangements with our initial integration licensees, Asahi Kasei Microdevices, STM Microelectronics, our fabless licensee and our foundry licensee, to royalty-based manufacturing and distribution licenses or our ability to add other licensees; (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, 2022. 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

Balance Sheets

(in thousands, except per share data)


    December 31,
    2021   2020
ASSETS   (Unaudited)    
Current Assets:                
Cash and cash equivalents   $ 28,699     $ 37,942  
Prepaid expenses and other current assets     309       132  
Total current assets     29,008       38,074  
Property and equipment, net     196       153  
Long-term prepaid rent           450  
Long-term prepaid maintenance and supplies     91        
Security deposit     14       13  
Operating lease right-of-use-asset     900       705  
Financing lease right-of-use-asset     5,851        
Total assets   $ 36,060     $ 39,395  
Current liabilities:                
Accounts payable   $ 338     $ 442  
Accrued expenses     203       211  
Accrued payroll related expenses     601       705  
Current operating lease liability     216       90  
Current financing lease liability     1,395        
Total current liabilities     2,753       1,448  
Long-term operating lease liability     768       602  
Long-term financing lease liability     4,158        
Total liabilities     7,679       2,050  
Commitments and contingencies                
Stockholders’ equity:                
Preferred stock, $0.001 par value, authorized 2,500 shares: none issued and outstanding at December 31, 2021 and 2020            
Common stock, $0.001 par value, authorized 47,500 shares; 23,207 shares issued and outstanding at December 31, 2021 and 22,375 issued and outstanding as of December 31, 2020     23       22  
Additional paid-in capital     194,212       187,463  
Accumulated deficit     (165,854 )     (150,140 )
Total stockholders’ equity     28,381       37,345  
Total liabilities and stockholders’ equity   $ 36,060     $ 39,395  







Atomera Incorporated

Statements of Operations

(in thousands, except per share data)



Three Months Ended

December 31,


Year Ended

December 31,

    2021   2020   2021   2020
    (Unaudited)   (Unaudited)   (Unaudited)    
Revenue   $     $     $ 400     $ 62  
Cost of revenue                       (13 )
Gross margin                 400       49  
Operating expenses                                
Research and development     2,249       2,227       8,779       8,424  
General and administrative     1,508       1,377       6,164       5,624  
Selling and marketing     316       273       986       921  
Total operating expenses     4,073       3,877       15,929       14,969  
Loss from operations     (4,073 )     (3,877 )     (15,529 )     (14,920 )
Other income (expense)                                
Interest income     2       1       9       42  
Interest expense     (76 )           (128 )      
Total other income (expense), net     (74 )     1       (119 )     42  
Net loss before income taxes     (4,147 )     (3,876 )     (15,648 )     (14,878 )
Provision for income taxes     18             66        
Net loss   $ (4,165 )   $ (3,876 )   $ (15,714 )   $ (14,878 )
Net loss per common share, basic and diluted   $ (0.18 )   $ (0.19 )   $ (0.70 )   $ (0.79 )
Weighted average number of common shares outstanding, basic and diluted     22,751       20,908       22,492       18,752  








Atomera Incorporated

Reconciliation to Non- GAAP EBITDA




Three Months Ended

December 31,


Year Ended

December 31,

    2021   2020   2021   2020
Net loss (GAAP)   $ (4,165 )   $ (3,876 )   $ (15,714 )   $ (14,878 )
Add (subtract) the following items:                                
Interest income     (2 )     (1 )     (9 )     (42 )
Interest expense     76             128        
Provision for income taxes     18             66        
Depreciation and amortization     20       9       67       41  
Warrant modification           2             141  
Stock-based compensation     639       817       2,973       3,041  
Adjusted EBITDA (non-GAAP)   $ (3,414 )   $ (3,049 )   $ (12,489 )   $ (11,697 )




Investor Contact:

Bishop IR

Mike Bishop

(415) 894-9633













Exhibit 99.2

Q4 2021 Conference Call February 15, 2022 Atomera 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, 2022. 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 achieve d 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 ar e reaffirming or confirming any of the information contained herein. Atomera 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 Engagement Model Atomera 4 Customer Wafer Manufacturing Atomera MST ® Deposition Setup Customer MST ® Deposition Integration Installation Qualification Production Planning Phase Standard customer engagement Setup Customer MST ® Deposition Installation & Integration Qualification Production Planning Phase Current joint development Integration Product line 1 Product line 2 Product line 3 Atomera MST ® Deposition JDA Completion


Customer Pipeline 5 • 19 customers, 25 engagements • Working with 50% of the world’s top semiconductor makers* • 10 of the top 20 (IC Insights, McClean Report 2021) ^ End of year engagement count, plus CY quarters 0 3 6 9 12 15 18 21 24 27 2016 2017 2018 2019 2020 1Q21 2Q21 3Q21 4Q21 Number of Customer Engagements Phase 1 Phase 2 Phase 3 Phase 4


MST technology focus areas Atomera 6 MST for Advanced Nodes MST for RF - SOI MST - SP


Atomera Confidential Atomera MSTcad Œ 7 ► Leading semiconductor companies use TCAD to model manufacturing processes ▪ MSTcad is an add - on for MST ► MSTcad can shorten the time to evaluate multiple MST integration options ► Lowers cost of MST evaluation ► Speeds time to successful wafer runs ► Fewer wafer runs lead to faster production


Capacity Constraints Record Revenues Geopolitical Uncertainty Capex Growth Market forces driving strategy Atomera Confidential 8 Massive industry investment will benefit Atomera


Financial Review Atomera Incorporated 9 Q4 '20 FY 2020 Q1 '21 Q2 '21 Q3 '21 Q4 '21 FY 2021 GAAP Results Revenue -$ $0.06M $0.4M -$ -$ -$ $0.4M Gross Profit -$ $0.05M $0.4M -$ -$ -$ $0.4M Operating Expense R&D $2.2M $8.4M $2.2M $2.1M $2.2M $2.2M $8.8M G&A $1.4M $5.6M $1.5M $1.5M $1.6M $1.5M $6.2M S&M $0.3M $0.9M $0.3M $0.1M $0.3M $0.3M $1.0M Total Operating Expense $3.9M $15.0M $4.0M $3.7M $4.1M $4.1M $15.9M Net Loss ($3.9M) ($14.9M) ($3.6M) ($3.7M) ($4.2M) ($4.2M) ($15.7M) Loss Per Share ($0.19) ($0.79) ($0.16) ($0.17) ($0.19) ($0.18) ($0.70) GAAP/Non-GAAP Reconciliation Net Loss (GAAP) ($3.9M) ($14.9M) ($3.6M) ($3.7M) ($4.2M) ($4.2M) ($15.7M) Stock-Based Compensation $0.8M $3.0M $0.7M $0.8M $0.8M $0.6M $3.0M Other income (expense)* - $0.2M - - $0.1M $0.3M $0.3M Adjusted EBITDA (Non-GAAP)** ($3.0M) ($11.7M) ($2.9M) ($2.9M) ($3.4M) ($3.4M) ($12.5M) Some figures may not total exactly due to rounding *Includes depreciation, interest income/expense and provision for income tax **Adjusted EBITDA is a non-GAAP financial measure. A full reconciliation of GAAP and non-GAAP results is contained in our press release.


We collaborate with customers to improve their products, through integration of MST, so that both companies benefit financially Mission Statement Atomera 10


Thank You Atomera 11