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): February 13, 2018
Atomera
Incorporated
(Exact name of registrant as specified in its charter)
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Delaware
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001-37850
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30-0509586
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(State or Other Jurisdiction
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(Commission File
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(I.R.S. Employer
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of Incorporation)
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Number)
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Identification Number)
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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):
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□
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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□
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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□
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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□
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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, 2018, Atomera
Incorporated issued a press release announcing its financial results for the three and twelve months ended December 31, 2017. The
Company also conducted an earnings call over which it distributed 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:
SIGNATURES
Pursuant to the requirements of the Securities
and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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ATOMERA INCORPORATED
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February 13, 2018
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By:
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/s/ Frank Laurencio
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Frank Laurencio
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Chief Financial Officer
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Exhibit 99.1
Atomera Provides Fourth Quarter and Year-End
2017 Results
Generates First Revenue
LOS GATOS, CA
02/13/18 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 fourth quarter and fiscal
year ended December 31, 2017.
Company Highlights
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·
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Achieved first revenue, consisting of non-recurring engineering services
revenue, demonstrating early success with its new engagement model
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·
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Engaged with the largest number of customers in company history
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·
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Installed MST technology at a customer fab
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·
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Filed 22 new patent applications and was granted four new US patents
during 2017
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Management Commentary
“In 2017 we reached several major milestones. Atomera
recognized its first revenue in the fourth quarter and we ended the year with double the number of companies in technical evaluation
and testing of MST as we had at the beginning of the year,” commented Scott Bibaud, President and CEO. “Our level of
customer engagement has never been stronger or broader than it is currently, our number of engagements has never been greater,
and we have taken major steps toward accelerating the cycle time of our internal development of MST. We are now in various phases
of engagement with half of the top semiconductor companies in the world.”
Fourth Quarter and Year-End Financial Results
During the fourth quarter of 2017, revenue was $110,000, and
the Company incurred a net loss of $2.6 million, or ($0.21) per basic and diluted share, compared to a net loss of $3.4 million,
or ($0.28) per basic and diluted share, for the fourth quarter of 2016. Adjusted EBITDA (a non-GAAP financial measure) in the fourth
quarter of 2017 was a loss of $2.1 million compared to an adjusted EBITDA loss of $2.1 million in the fourth quarter of 2016.
For the year ended December 31, 2017, revenue was $110,000,
and net loss was $13.1 million, or ($1.08) per basic and diluted share, compared to a net loss of $12.6 million, or ($2.22) per
basic and diluted share in the year ended December 31, 2016. Adjusted EBITDA for the year ended December 31, 2017 was a loss of
$9.1 million compared to an adjusted EBITDA loss of $7.5 million in 2016.
The Company had $17.4 million in cash and cash equivalents as
of December 31, 2017, compared to $26.7 million as of December 31, 2016.
The total number of shares outstanding was 12,160,637 as of
December 31, 2017.
2017 Fourth Quarter and Full Year Results Conference Call
and Webcast
Atomera will host a conference call today to discuss its
financial results and recent progress. Date: Tuesday, February 13, 2018
Time: 2:00 p.m. PT (5:00 p.m. ET)
Phone: 844-263-8318 (domestic); +1 (213) 358-0960 (international)
Replay: Available until February 28, 2018; 855-859-2056 (domestic);
+1(404) 537-3406 (international); passcode 7378905.
Webcast: Accessible at www.atomera.com
Note about NonGAAP 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 nonGAAP
financial measure. Adjusted EBITDA is determined by taking net loss and eliminating the impacts of interest, taxes, depreciation,
amortization, stockbased compensation, the change in fair value of derivative liabilities, and the gain on the extinguishment of
debt. Our definition of adjusted EBITDA may not be comparable to the definitions of similarlytitled measures used by other companies.
We believe that this nonGAAP financial measure, viewed in addition to and not in lieu of its 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 nanoscaling technologies
already in the semiconductor industry roadmap.
Safe Harbor
This press release contains forwardlooking 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 forwardlooking 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 we have not yet commenced revenue producing operations or entered into a definitive agreement with regard to the licensing
or commercialization of our MST technology, thus subjecting us to all of the risks inherent in a prerevenue enterprise; (2)
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; (3) our ability to protect our proprietary technology, trade secrets
and knowhow and (4) those other risks disclosed in the section "Risk Factors" included in our Annual Report on Form 10-K
for the year ended December 31, 2016 and filed with the SEC on March 31, 2017. We caution readers not to place undue reliance on
any forwardlooking 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.
Investor Contact:
Bishop IR
Mike Bishop
(415) 894-9633
investor@atomera.com
Atomera Incorporated
Condensed Balance Sheets
(in thousands)
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December 31,
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2017
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2016
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ASSETS
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Current Assets:
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Cash and cash equivalents
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$
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17,369
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$
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26,718
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Accounts receivable, net of allowance of $0
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110
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–
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Prepaid expenses and other current assets
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248
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96
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Total current assets
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17,727
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26,814
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Property and equipment, net
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67
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28
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Security deposit
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13
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37
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Total assets
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$
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17,807
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$
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26,879
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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Current liabilities:
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Accounts payable
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$
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198
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$
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353
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Accrued expenses
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239
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168
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Accrued payroll related expenses
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512
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510
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Total liabilities
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949
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1,031
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Commitments and contingencies
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–
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–
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Stockholders’ equity :
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Preferred stock, $0.001 par value, authorized 2,500 shares; none issued and outstanding at December 31, 2017 and 2016
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–
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–
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Common stock, $0.001 par value, authorized 47,500 shares; 12,161 shares issued and outstanding at December 31, 2017 and 12,025 issued and outstanding as of December 31, 2016
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12
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12
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Additional paid-in capital
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125,911
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121,833
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Accumulated deficit
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(109,065
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)
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(95,997
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)
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Total stockholders’ equity
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16,858
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25,848
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Total liabilities and stockholders’ equity
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$
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17,807
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$
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26,879
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Atomera Incorporated
Condensed Statements of Operations
(in thousands, except per share data)
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Three Months ended
December 31, (unaudited)
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Twelve Months ended
December 31,
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2017
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2016
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2017
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2016
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Revenue
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$
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110
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$
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–
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$
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110
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$
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–
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Cost of revenue
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39
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–
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39
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–
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Gross margin
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71
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–
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71
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–
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Operating Expenses:
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Research and development
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$
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1,324
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$
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1,236
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$
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5,826
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$
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3,993
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General and administrative
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1,107
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1,736
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5,796
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5,105
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Selling and marketing
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292
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462
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1,659
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901
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Total operating expenses
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$
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2,723
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$
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3,434
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$
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13,281
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$
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9,999
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Loss from operations
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(2,652
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)
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(3,434
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)
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(13,210
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)
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(9,999
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)
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Other income/(expense):
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Interest income
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42
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21
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148
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29
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Interest expense
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–
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–
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–
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(2,640
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)
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Other expense
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–
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–
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(6
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)
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–
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Total other expense, net
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42
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21
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142
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(2,611
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)
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Net loss:
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$
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(2,610
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)
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$
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(3,413
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)
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$
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(13,068
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)
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$
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(12,610
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Net loss per common share, basic and diluted
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$
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(0.21
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)
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$
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(0.28
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)
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$
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(1.08
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$
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(2.22
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)
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Weighted average number of common shares outstanding, basic and diluted
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12,161
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12,025
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12,124
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5,682
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Atomera Incorporated
Reconciliation to Non-GAAP Adjusted EBITDA
(Unaudited)
(in thousands)
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Three Months ended
December 31,
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Twelve Months ended
December 31,
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2017
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2016
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2017
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2016
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Net loss (GAAP):
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$
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(2,610
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)
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$
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(3,413
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)
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$
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(13,068
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)
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$
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(12,610
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)
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Add (subtract) the following items:
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Interest income
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(42
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)
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(21
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)
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(148
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)
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(29
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)
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Interest expense
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–
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–
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–
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2,640
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Depreciation and amortization
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6
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5
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19
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15
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Stock-based compensation
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524
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1,328
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4,078
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2,468
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Adjusted EBITDA (non-GAAP)
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$
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(2,122
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)
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$
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(2,101
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)
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$
|
(9,119
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)
|
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$
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(7,516
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)
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Exhibit 99.2
4Q 2017 Conference Call 1
Forward - Looking Statements 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 iden tif y forward - looking statements. These forward - looking statements are subject to a number of risks, uncertainties and assumptions, including those described in the “Risk Factors” section of our Annual Report on Form 10 - K for the year ended December 31, 2016 filed with the SEC on March 31, 2017 (the “2016 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 statement s are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances desc rib ed 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 2016 Annual Report, include more information about factors that could affect the Company’s operatin g and financial results. We assume no obligation to update information contained in this presentation. Although this presentati on may remain available on the Company's website or elsewhere, its continued availability does not indicate that we are reaffirm ing or confirming any of the information contained herein. 2 2
Technology at the Atomic Level 3 Company Overview Strong, Growing and Defensible Patent Portfolio High Leverage IP Licensing Business Model Top Tier Management Team Transistor enhancement technology for the $400B semiconductor market 3
4 Customer Engagement Phases Customer Wafer Manufacturing Atomera MST® Deposition Customer MST® Deposition Phase 3 Integration Phase 4 Installation Phase 5 Qualification Phase 6 Production Phase 1 Planning Phase 2 Setup Royalties License 4
5 Customer Engagement Phases Customer Wafer Manufacturing Atomera MST® Deposition Customer MST® Deposition Phase 3 Integration Phase 4 Installation Phase 5 Qualification Phase 6 Production Phase 1 Planning Phase 2 Setup License License? 5
6 Customer Engagement Phases Customer Wafer Manufacturing Atomera MST® Deposition Customer MST® Deposition Phase 3 Integration Phase 4 Installation Phase 5 Qualification Phase 6 Production Phase 1 Planning Phase 2 Setup 6
7 Customer Engagement Phases 7 Customer Wafer Manufacturing Atomera MST® Deposition Customer MST® Deposition Phase 3 Integration Phase 3+ Installation Phase 4 Qualification Phase 5 Production Phase 1 Planning Phase 2 Setup
8 Customer Pipeline 0 2 4 6 8 10 12 14 IPO 3Q 16 4Q 16 1Q 17 2Q17 3Q17 Q417 Quarterly Customer Pipeline Growth Phase 1 Phase 2 Phase 3 Now engaged with 50% of the world’s top semiconductor makers* * 10 of the top 20 (IC Insights, McClean Report 2017) Customer Engagement Pipeline 8
Financials * For a full reconciliation of GAAP and non - GAAP results, please see our press release issued February 13, 2018. 9 9 FY 2017 FY 2016 Q4 2017 Q3 2017Q2 2017Q1 2017 GAAP Results Operating Expense ($13.3M)($10.0M) ($2.7M) ($3.3M)($3.7M)($3.6M) Net Loss ($13.1M)($12.6M) ($2.6M) ($3.3M)($3.6M)($3.5M) Loss Per Share ($1.08) ($2.22) ($0.21) ($0.27) ($0.30) ($0.29) Reconciliation between GAAP & Non-GAAP* Net Loss (GAAP) ($13.1M)($12.6M) ($2.6M) ($3.3M)($3.6M)($3.5M) Interest Expense - $2.6M Stock-Based Compensation $4.0M $2.5M ($0.5M) ($0.9M)($1.4M)($1.2M) Adjusted EBITDA (Non-GAAP)* ($9.1M) ($7.5M) ($2.1M) ($2.4M)($2.2M)($2.4M) Cash at December 31, 2017 $17.4M Shares Outstanding at December 31, 2017 12.2M 2017
4Q 2017 Conference Call 10