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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): October 28, 2021





(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 x


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. x






Item 2.02 Results of Operations and Financial Condition


On Oct 28, 2021, Atomera Incorporated issued a press release announcing its financial results for the three and nine months ended September 30, 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 October 28, 2021 Atomera Incorporated
99.2 Investor presentation dated October 28, 2021 Atomera Incorporated










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: October 28, 2021 /s/ Francis B. Laurencio  
  Francis B. Laurencio, Chief Financial Officer  









































Exhibit 99.1




Atomera Provides Third Quarter 2021 Results


LOS GATOS, Calif. Oct. 28, 2021 Atomera Incorporated (NASDAQ: ATOM), a semiconductor materials and technology licensing company, today provided a corporate update and announced financial results for the third quarter ended September 30, 2021.


· Company reached formal acceptance of 200 and 300mm Epi deposition tool and facility
· Patents issued and pending reached 298 as of September 30th


Management Commentary


“Atomera’s strong benefits for power devices, RF products and advanced nodes devices have been confirmed through extensive testing and modeling, and our customers and partners are now seeing the data as our staff has been able to visit more customers in person over this last quarter,” said Scott Bibaud, President and CEO. “We have expanded our pipeline for future JDA customers, while our current JDA partner made progress toward production. We are confident we can help customers gain competitive advantages as the industry starts to exit this period of tight fab capacity and supply shortages, and enters a stage of robust investment in new production technologies and equipment.”


Financial Results


The Company incurred a net loss of ($4.2) million, or ($0.19) per basic and diluted share in the third quarter of 2021, compared to a net loss of ($3.6) million, or ($0.19) per basic and diluted share, for the third quarter of 2020. Adjusted EBITDA (a non-GAAP financial measure) in the third quarter of 2021 was a loss of ($3.6) million compared to an adjusted EBITDA loss of ($2.7) million in the third quarter of 2020.


The Company had $31.8 million in cash and cash equivalents as of September 30, 2021, compared to $37.9 million as of December 31, 2020.


The total number of shares outstanding was 23.1 million as of September 30, 2021.


Third Quarter 2021 Results Webinar


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

Date: Thursday, Oct. 28, 2021

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 successfully complete the milestones in our joint development agreement or, even if successfully completed, 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, ST Microelectronics and our fabless 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 knowhow 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 19, 2021. 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)


    September 30,     December 31,  
    2021     2020  
Current assets:                
Cash and cash equivalents   $ 31,789     $ 37,942  
Prepaid expenses and other current assets     429       132  
Total current assets     32,218       38,074  
Property and equipment, net     208       153  
Operating lease right-of-use asset     950       705  
Financing lease right-of-use asset     6,170        
Long-term prepaid rent           450  
Long-term prepaid maintenance and supplies     91        
Security deposit     14       13  
Total assets   $ 39,651     $ 39,395  
Current liabilities:                
Accounts payable   $ 321     $ 442  
Accrued expenses     315       211  
Accrued payroll related expenses     434       705  
Current operating lease liability     214       90  
Current financing lease liability     1,621        
Total current liabilities     2,905       1,448  
Long-term operating lease liability     809       602  
Long-term financing lease liability     4,455        
Total liabilities     8,169       2,050  
Commitments and contingencies            
Stockholders’ equity:                
Preferred stock $0.001 par value, authorized 2,500 shares; none issued and outstanding at September 30, 2021 and December 31, 2020            
Common stock: $0.001 par value, authorized 47,500 shares; 23,145 and 22,375 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively;     23       22  
Additional paid-in capital     193,148       187,463  
Accumulated deficit     (161,689 )     (150,140 )
Total stockholders’ equity     31,482       37,345  
Total liabilities and stockholders’ equity   $ 39,651     $ 39,395  







Atomera Incorporated

Condensed Statements of Operations


(in thousands, except per share data)



Three Months Ended

September 30,


Nine Months Ended

September 30,

    2021     2020     2021     2020  
Revenue   $     $     $ 400     $ 62  
Cost of revenue                       (13 )
Gross margin   $     $     $ 400     $ 49  
Operating expenses                                
Research and development     2,232       2,049       6,530       6,197  
General and administrative     1,637       1,322       4,656       4,247  
Selling and marketing     267       208       670       648  
Total operating expenses     4,136       3,579       11,856       11,092  
Loss from operations     (4,136 )     (3,579 )     (11,456 )     (11,043 )
Other income (expense)                                
Interest income     2       1       7       41  
Interest expense     (52 )           (52 )      
Total other income (expense), net     (50 )     1       (45 )     41  
Net loss before income taxes     (4,186 )     (3,578 )     (11,501 )     (11,002 )
Provision for income taxes     17             48        
Net loss   $ (4,203 )   $ (3,578 )   $ (11,549 )   $ (11,002 )
Net loss per common share, basic and diluted   $ (0.19 )   $ (0.19 )   $ (0.52 )   $ (0.61 )
Weighted average number of common shares outstanding, basic and diluted     22,629       19,337       22,405       18,028  













Atomera Incorporated

Reconciliation to Non- GAAP EBITDA




Three Months Ended

September 30,


Nine Months Ended

September 30,

    2021     2020     2021     2020  
Net loss (GAAP)   $ (4,203 )   $ (3,578 )   $ (11,549 )   $ (11,002 )
Add (subtract) the following items:                                
Interest income     (2 )     (1 )     (7 )     (41 )
Interest expense     52             52        
Provision for income taxes     17             48        
Depreciation and amortization     21       11       47       32  
Warrant modification                       139  
Stock-based compensation     756       829       2,334       2,224  
Adjusted EBITDA (non-GAAP)   $ (3,359 )   $ (2,739 )   $ (9,075 )   $ (8,648 )


Investor Contact:

Bishop IR

Mike Bishop

(415) 894-9633
















Exhibit 99.2


Q3 2021 Conference Call October 28, 2021 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 19, 2021. 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 $450B semiconductor market Mears Silicon Technology (MST®) Quantum Engineered Materials


Capacity Constraints Record Revenues Geopolitical Uncertainty Capex Growth Market forces driving strategy Atomera Confidential 4 Massive industry investment will benefit Atomera


Customer Pipeline Atomera 5 • 19 customers, 25 engagements • Working with 50% of the world’s top semiconductor makers* * At least 10 of the top 20 (IC Insights, McClean Report 2021) 0 3 6 9 12 15 18 21 24 27 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


► MST enhances HKMG transistor performance and reliability* ▪ Reduced stress induced leakage current (SILC) enabling reliability improvement ▪ 23% long - channel mobility enhancement ▪ 2.7x lower gate leakage Atomera Confidential MST for High - k metal gate (HKMG) transistors * Professor Suman Datta Group 7 SILC J G vs. EOT e - mobility 2 - 3X


Atomera state of the art research center ► Epi deposition facility ▪ 300mm Epi deposition ▪ 200mm Epi deposition ▪ Wafer cleaning equipment ▪ Metrology tools ▪ Advanced wafer handling ▪ World class clean room facility ► Available to deliver customer wafers Atomera Incorporated 8 Epi Deposition Tool


IP Portfolio Grew >20% YoY Atomera Incorporated 9 Core MST Method and Device MST Enabled Devices/Architecture Next - Gen Architectures using MST Discoverable These distinctive layers are visible on products using MST Extensive know - how Extends life and value of patents 85 Foreign Patents 116 US Patents 69 Foreign 28 US 97 Pending 298 Patents Granted and Pending


Financial Review Atomera 10 Q3 '20 Q4 '20 Q1 '21 Q2 '21 Q3 '21 GAAP Results Revenue -$ -$ $0.4M -$ -$ Gross Profit -$ -$ $0.4M -$ -$ Operating Expense R&D $2.0M $2.2M $2.2M $2.1M $2.3M G&A $1.3M $1.4M $1.5 $1.5M $1.6M S&M $0.2M $0.3M $0.3M $0.1M $0.3M Total Operating Expense $3.6M $3.9M $4.0M $3.7M $4.1M Net Loss ($3.6M) ($3.9M) ($3.6M) ($3.7M) ($4.2M) Loss Per Share ($0.19) ($0.19) ($0.16) ($0.17) ($0.19) Reconciliation between GAAP & Non-GAAP Net Loss (GAAP) ($3.6M) ($3.9M) ($3.6M) ($3.7M) ($4.2M) Stock-Based Compensation $0.8M $0.8M $0.7M $0.8M $0.8M Other income (expense)* - - - - $0.1M Adjusted EBITDA (Non-GAAP)* ($2.7M) ($3.0M) ($2.9M) ($2.9M) ($3.3M) *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 Q3 press release.


We collaborate with customers to improve their products, through integration of MST, so that both companies benefit financially Mission Statement Atomera 11


Thank You Atomera 12