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):
May 3, 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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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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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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 May 3, 2018, Atomera Incorporated
issued a press release announcing its financial results for the three months ended March 31, 2018. 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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May 3, 2018
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By:
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/s/ Francis Laurencio
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Francis Laurencio
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Chief Financial Officer
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Exhibit 99.1
Atomera Provides First Quarter 2018 Results
LOS GATOS, CA
May 3, 2018 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 first quarter ended March
31, 2018.
Company Highlights
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·
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Grew the number of customers in Phase III Integration by 50% to nine
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·
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Initiated first customer multi-process evaluations
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·
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17 engagements underway with 14 customers
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·
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Completed Atomera’s first installation of MST technology at
a customer fab
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Management Commentary
“The first part of 2018 has been a period of great progress
for Atomera as measured by advancement of customer milestones toward licenses,” commented Scott Bibaud, President and CEO.
“Our work in many process nodes, from the legacy analog to the most cutting edge, is being recognized by industry, the press,
academia, and most importantly, our growing customer base.”
First Quarter 2018 Financial Results
During the first quarter of 2018, the Company incurred a
net loss of $3.1 million, or ($0.26) per basic and diluted share, compared to a net loss of $3.5 million, or ($0.31) per basic
and diluted share, for the first quarter of 2017. Adjusted EBITDA (a non-GAAP financial measure) in the first quarter of 2018 was
a loss of $2.6 million compared to an adjusted EBITDA loss of $2.4 million in the first quarter of 2017.
The Company had $14.5 million in cash and cash equivalents as
of March 31, 2018, compared to $17.4 million as of December 31, 2017.
The total number of shares outstanding was 12,361,069 as of
March 31, 2018.
2018 First Quarter Results Conference Call and Webcast
Atomera will host a conference call today to discuss its financial
results and recent progress.
Date: Thursday, May 3, 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 May 10, 2018;
855-859-2056 (domestic); +1(404) 537-3406 (international); passcode 2688678.
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, 2017 and filed with the SEC on March 6, 2018. 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, except per share data)
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March 31,
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December 31,
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2018
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2017
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(Unaudited)
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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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14,547
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$
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17,369
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Accounts receivable
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–
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110
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Prepaid expenses and other current assets
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401
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248
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Total current assets
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14,948
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17,727
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Property and equipment, net
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68
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67
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Security deposit
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13
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13
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Total assets
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$
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15,029
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$
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17,807
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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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283
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$
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198
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Accrued expenses
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208
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239
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Accrued payroll related expenses
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226
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512
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Total liabilities
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717
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949
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Commitments and contingencies
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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 March 31, 2018 and December 31, 2017
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–
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–
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Common stock, $0.001 par value, authorized 47,500 shares; 12,361 shares issued and outstanding at March 31, 2018 and 12,161 issued and outstanding as of December 31, 2017
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12
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12
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Additional paid-in capital
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126,457
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125,911
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Accumulated deficit
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(112,157
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)
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(109,065
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Total stockholders’ equity
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14,312
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16,858
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Total liabilities and stockholders’ equity
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$
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15,029
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$
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17,807
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Atomera Incorporated
Condensed Statements of Operations
(Unaudited)
(in thousands, except per share data)
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Three Months ended
March 31,
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2018
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2017
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Operating expenses:
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Research and development
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$
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1,690
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$
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1,456
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General and administrative
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1,203
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1,603
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Selling and marketing
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246
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509
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Total operating expenses
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3,139
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3,568
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Loss from operations
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(3,139
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)
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(3,568
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)
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Other income/(expense):
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Interest income
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47
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28
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Other expense
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–
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(4
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)
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Total other income, net
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47
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24
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Net loss
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$
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(3,092
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)
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$
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(3,544
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Net loss per common share, basic and diluted
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$
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(0.26
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$
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(0.31
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Weighted average number of common shares outstanding, basic and diluted
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12,041
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11,572
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Atomera Incorporated
Reconciliation to Non-GAAP Adjusted EBITDA
(Unaudited)
(in thousands)
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Three Months ended
March 31,
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2018
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2017
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Net loss (GAAP):
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$
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(3,092
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$
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(3,544
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)
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Add (subtract) the following items:
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Interest income
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(47
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(28
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Interest expense
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–
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–
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Depreciation and amortization
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8
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5
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Stock-based compensation
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545
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1,210
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Adjusted EBITDA (non-GAAP)
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$
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(2,586
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)
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$
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(2,357
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)
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Exhibit 99.2
1Q 2018 Conference Call
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, 2017 filed with the SEC on March 6, 2018 (the “2017 Annual Report”). In light of these risks, uncertainties and assumptions, the f orw ard - 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 2017 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
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
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
5 First Installation Complete 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
Customer Pipeline 0 2 4 6 8 10 12 14 16 18 IPO 3Q 16 4Q 16 1Q 17 2Q 17 3Q 17 4Q 17 1Q 18 Number of Customers 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 Pipeline 6
Customer Pipeline 0 2 4 6 8 10 12 14 16 18 IPO 3Q 16 4Q 16 1Q 17 2Q 17 3Q 17 4Q 17 1Q 18 Number of Customer Engagements 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 7
Technology and market segment Technology and Market Segments 8 Leading Analog Mainstream Leading Planar Advanced 3D 350nm 180nm 130nm 90nm 65nm 40nm 28nm 22nm 16nm 14nm 10nm 7nm 5nm (12) United States Patent (10) Patent No.: US 9,941,359 B2 Mears et al. (45) Date of Patent: April 2018 (54) SEMICONDUCTOR DEVICES WITH SUPERLATTICE AND PUNCH-THROUGH STOP (PTS) LAYERS AT DIFFERENT DEPTHS AND RELATED METHODS (71) Applicant: Atomera, Incorporated, Los Gatos, CA (US) (12) United States Patent (10) Patent No.: US ,972,685 B2 Mears et al. (45) Date of Patent: May 2018 (54) VERTICAL SEMICONDUCTOR DEVICES INCLUDING SUPERLATTICE PUNCH THROUGH STOP LAYER AND RELATED METHODS (71) Applicant: Atomera, Incorporated, Los Gatos, CA (US)
Financials * For a full reconciliation of GAAP and non - GAAP results, please see our press release issued May 3, 2018. 9 Q1 2018 Q4 2017 Q3 2017Q2 2017Q1 2017 GAAP Results Revenue - $0.1M - - - Gross Profit - $0.1M - - - Operating Expense ($3.1M) ($2.7M) ($3.3M)($3.7M)($3.6M) Net Loss ($3.1M) ($2.6M) ($3.3M)($3.6M)($3.5M) Loss Per Share ($0.26) ($0.21) ($0.28) ($0.31) ($0.31) Reconciliation between GAAP & Non-GAAP* Net Loss (GAAP) ($3.1M) ($2.6M) ($3.3M)($3.6M)($3.5M) Interest Expense - Stock-Based Compensation $0.5M $0.5M $0.9M $1.4M $1.2M Adjusted EBITDA (Non-GAAP)* ($2.6M) ($2.1M) ($2.4M)($2.2M)($2.4M) Cash at March 31, 2018 $14.5M Shares Outstanding at March 31, 2018 12.4M 2017
Summary slide? Summary 10 • Completed first installation of MST on customer Epi tool • Started first multi - process engagements at three customers • Increased the number of customers in Phase III (Integration) by 50% • Reached 17 total customer engagements • Continued to expand our technology reach • Building momentum to commercialization
1Q 2018 Conference Call