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): August 8, 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)
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(408) 442-5248
(Registrant’s telephone
number, including area code)
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(Former name or former address, if changed since last report)
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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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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 August 8, 2018, Atomera
Incorporated issued a press release announcing its financial results for the three and six months ended June 30, 2018. 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:
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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August 8, 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 Second Quarter 2018
Results
LOS GATOS, CA
Aug 8, 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 second quarter ended June
30, 2018.
Company Highlights
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·
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Grew the number of engagements in the Integration Phase to eleven
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·
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Recognized engineering services revenue
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·
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Working with 4 customers on multiple processes
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·
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18 engagements underway with 14 customers
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·
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Announced results showing MST technology significantly improves High-K/Metal
gate transistors
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Management Commentary
“Atomera has deepened and extended its relationships with
significant semiconductor fabs in the second quarter toward an end goal of licensing and royalty agreements,” commented Scott
Bibaud, President and CEO. “We continue to demonstrate the efficacy of MST and further engage in planning and integration
with our prospective customers.”
Second Quarter 2018 Financial Results
During the second quarter of 2018, the Company incurred a net
loss of $3.2 million, or ($0.26) per basic and diluted share, compared to a net loss of $3.6 million, or ($0.31) per basic and
diluted share, for the second quarter of 2017. Adjusted EBITDA (a non-GAAP financial measure) in the second quarter of 2018 was
a loss of $2.6 million compared to an adjusted EBITDA loss of $2.2 million in the second quarter of 2017.
The Company had $12.3 million in cash and cash equivalents as
of June 30, 2018, compared to $14.5 million as of March 31, 2018 and $17.4 million as of December 31, 2017.
The total number of shares outstanding was 12,408,525 as of
June 30, 2018.
2018 Second Quarter Results Conference Call and Webcast
Atomera will host a conference call today to discuss its financial
results and recent progress.
Date: Wednesday, Aug. 8, 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 Aug. 15, 2018; 855-859-2056 (domestic);
+1(404) 537-3406 (international); passcode 3855109.
Webcast: Accessible at www.atomera.com
Atomera Provides Second Quarter 2018 Results
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 principal 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.
-- Financial Tables Follow --
Atomera Provides Second Quarter 2018 Results
Atomera Incorporated
Condensed Balance Sheets
(in thousands, except per share data)
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June 30,
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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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12,254
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$
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17,369
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Accounts receivable
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96
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110
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Prepaid expenses and other current assets
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296
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248
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Total current assets
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12,646
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17,727
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Property and equipment, net
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65
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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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12,724
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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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339
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$
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198
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Accrued expenses
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285
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239
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Accrued payroll related expenses
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338
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512
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Total liabilities
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962
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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 June 30, 2018 and December 31, 2017
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–
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–
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Common stock, $0.001 par value, authorized 47,500 shares; 12,408 and 12,161 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively.
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12
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12
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Additional paid-in capital
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127,078
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125,911
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Accumulated deficit
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(115,328
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)
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(109,065
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)
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Total stockholders’ equity
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11,762
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16,858
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Total liabilities and stockholders’ equity
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$
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12,724
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$
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17,807
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Atomera Provides Second Quarter 2018 Results
Atomera Incorporated
Condensed Statements of Operations
(Unaudited)
(in thousands, except per share data)
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Three
Months ended
June
30,
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Six Months ended
June 30,
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2018
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2017
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2018
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2017
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Revenue
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$
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96
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$
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–
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$
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96
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$
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–
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Cost of revenue
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(113
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)
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–
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(113
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)
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–
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Gross margin
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(17
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–
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(17
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–
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Operating expenses
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Research and development
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1,738
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1,444
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3,428
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2,900
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General and administrative
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1,254
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1,712
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2,457
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3,315
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Selling and marketing
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212
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508
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458
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1,017
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Total operating expenses
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3,204
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3,664
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6,343
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7,232
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Loss from operations
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(3,221
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)
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(3,664
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)
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(6,360
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)
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(7,232
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)
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Other income/(expense)
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Interest income
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50
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36
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97
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64
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Other expense
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–
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(2
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)
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–
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(6
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Total other income/(expense), net
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50
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34
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97
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58
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Net loss
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$
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(3,171
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$
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(3,630
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)
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$
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(6,263
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)
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(7,174
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)
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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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$
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(0.52
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)
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(0.62
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Weighted average number of common shares outstanding, basic and diluted
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12,078
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11,616
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12,060
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11,594
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Atomera Provides Second Quarter 2018 Results
Atomera Incorporated
Reconciliation to Non- GAAP EBITDA
(Unaudited)
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Three Months ended
June 30,
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Six Months ended
June 30,
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2018
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2017
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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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(3,171
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)
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$
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(3,630
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)
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$
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(6,263
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)
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$
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(7,174
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)
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Add (subtract) the following items:
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Interest income
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(50
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)
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(36
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)
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(97
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)
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(64
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)
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Depreciation and amortization
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8
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4
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16
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9
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Stock-based compensation
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621
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1,428
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1,166
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2,638
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Adjusted EBITDA (non-GAAP)
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$
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(2,592
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)
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$
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(2,239
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)
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$
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(5,178
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)
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$
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(4,591
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)
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# # #
Investor Contact:
Bishop IR
Mike Bishop
(415) 894-9633
investor@atomera.com
Exhibit 99.2
2Q 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
Customer Pipeline Now engaged with 50% of the world’s top semiconductor makers* * 10 of the top 20 (IC Insights, McClean Report 2017) Customer Engagement Pipeline 5 0 3 6 9 12 15 18 IPO 3Q 16 4Q 16 1Q 17 2Q 17 3Q 17 4Q 17 1Q 18 2Q 18 Number of Customer Engagements Phase 1 Phase 2 Phase 3
1 2 Faster Results Readily Available 3 Simulation Confidence 6 Shortening the Integration Phase 1 2 Process R&D Fab Leased Epi Tool 3 TCAD Simulation Customer Wafer Manufacturing Atomera MST® Deposition Customer MST® Deposition Phase3 Integration Phase4 Installation Phase 5 Qualification Phase 6 Production Phase 1 Planning Phase 2 Setup
Technology and market segment Maximizing MST Performance 7 Performance Gain End Oxygen Dose 100% MST film
Technology and market segment 8 100% Maximizing MST Performance Performance Gain End Oxygen Dose MST film Optimized MST film
Technology and market segment MST and High - k/Metal gates 9 • Tests conducted on MST by the University of Notre Dame • Results showed MST improved performance of High - k products • 23% mobility enhancement • 2.7x gate leakage reduction • High - k/Metal gate widely used in advanced manufacturing nodes
Financials * For a full reconciliation of GAAP and non - GAAP results, please see our press release issued August 8, 2018. 10 Q2 2018 Q1 2018 Q4 2017 Q3 2017Q2 2017Q1 2017 GAAP Results Revenue $0.1M - $0.1M - - - Gross Profit ($0.02M) - $0.1M - - - Operating Expense ($3.2M) ($3.1M) ($2.7M) ($3.3M)($3.7M)($3.6M) Net Loss ($3.2M) ($3.1M) ($2.6M) ($3.3M)($3.6M)($3.5M) Loss Per Share ($0.26) ($0.26) ($0.21) ($0.28) ($0.31) ($0.31) Reconciliation between GAAP & Non-GAAP Net Loss (GAAP) ($3.2M) ($3.1M) ($2.6M) ($3.3M)($3.6M)($3.5M) Interest Expense - - - - - - Stock-Based Compensation $0.6M $0.5M $0.5M $0.9M $1.4M $1.2M Adjusted EBITDA (Non-GAAP)* ($2.6M) ($2.6M) ($2.1M) ($2.4M)($2.2M)($2.4M) Cash at June 30, 2018 $12.3M Shares Outstanding at June 30, 2018 12.4M 20172018 YTD
Summary slide? Summary 11 • Reached 18 total engagements with 14 different customers • 11 engagements in critical integration phase • In multi - process engagements with four customers • First wafer run being planned using customer - installed Epi tools • New MST recipe should speed integration process and improve manufacturability • New results in High - k/Metal Gate expand our technology reach • Building momentum to commercialization
2Q 2018 Conference Call