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 1, 2019
Atomera Incorporated
(Exact name of registrant as specified in its charter)
Delaware | 001-37850 | 30-0509586 |
(State or Other Jurisdiction | (Commission File | (I.R.S. Employer |
of Incorporation) | Number) | Identification Number) |
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):
☐ | 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)) |
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 May 1, 2019, Atomera Incorporated issued a press release announcing its financial results for the three months ended March 31, 2019. 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 May 1, 2019 Atomera Incorporated | |
99.2 | Investor presentation May 1, 2019 Atomera Incorporated |
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SIGNATURES
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.
ATOMERA INCORPORATED | |
By: /s/ Francis Laurencio | |
Francis Laurencio | |
Chief Financial Officer |
Date: May 1, 2019
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Exhibit 99.1
Atomera Provides First Quarter 2019 Results
LOS GATOS, Calif. May 1, 2019 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, 2019.
Company Highlights
· | Announced a 50% performance improvement for 5V analog devices using MST as detailed in a contemporaneous release |
· | Increased total number of engagements to 22 at 17 customers |
· | Continued to recognize license revenue from integration licenses |
Management Commentary
“Atomera achieved major technical performance breakthroughs this past quarter that have the potential to significantly accelerate our business,” said Scott Bibaud, President and CEO. “We will be using these results to aggressively build our customer engagements and license opportunities.”
First Quarter 2019 Financial Results
During the first quarter of 2019, revenue was $71,000, compared with no revenue in the first quarter of 2018. The Company incurred a net loss of $3.5 million, or ($0.24) per basic and diluted share, in the first quarter of 2019, compared to a net loss of $3.0 million, or ($0.26) per basic and diluted share, for the first quarter of 2018. Adjusted EBITDA (a non-GAAP financial measure) in the first quarter of 2019 was a loss of $2.9 million compared to an adjusted EBITDA loss of $2.6 million in the first quarter of 2018.
The Company had $15.1 million in cash and cash equivalents as of March 31, 2019, compared to $18.9 million as of December 31, 2018.
The total number of shares outstanding was 15.3 million as of March 31, 2019.
First Quarter 2019 Results Conference Call and Webcast
Atomera will host a conference call today to discuss its financial results and recent progress.
Date: Wednesday, May 1, 2019
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 8, 2019; (855) 859-2056 (domestic); +1(404) 537-3406 (international); passcode 4966015.
Webcast: Accessible at www.atomera.com
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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, depreciation, amortization and stockbased compensation. 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 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 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, 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 to our ability to advance the licensing arrangements with our initial integration licensees, Asahi Kasei Microdevices and STM Microelectronics, to royalty-based manufacturing and distribution licenses or our ability to add other licensees; (3) 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; (4) our ability to protect our proprietary technology, trade secrets and knowhow and (5) those other risks disclosed in the section "Risk Factors" included in our Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC on March 11, 2019. 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 --
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Atomera Incorporated
Condensed Balance Sheets
(in thousands, except per share data)
March 31, | December 31, | |||||||
2019 | 2018 | |||||||
(Unaudited) | ||||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 15,137 | $ | 18,933 | ||||
Accounts receivable | – | 185 | ||||||
Unbilled contracts receivable | 50 | – | ||||||
Prepaid expenses and other current assets | 369 | 170 | ||||||
Total current assets | 15,556 | 19,288 | ||||||
Property and equipment, net | 88 | 56 | ||||||
Operating lease right-of-use asset | 263 | – | ||||||
Security deposit | 13 | 13 | ||||||
Total assets | $ | 15,920 | $ | 19,357 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 242 | $ | 348 | ||||
Accrued expenses | 272 | 224 | ||||||
Accrued payroll related expenses | 212 | 984 | ||||||
Current operating lease liability | 138 | – | ||||||
Deferred revenue | 34 | 55 | ||||||
Total current liabilities | 898 | 1,611 | ||||||
Long term operating lease liability | 116 | – | ||||||
Total liabilities | 1,014 | 1,611 | ||||||
Commitments and contingencies | ||||||||
Stockholders’ equity: | ||||||||
Preferred stock, $0.001 par value, authorized 2,500 shares; none issued and outstanding at March 31, 2019 and December 31, 2018. | – | – | ||||||
Common stock, $0.001 par value, authorized 47,500 shares; 15,332 and 15,034 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively. | 15 | 15 | ||||||
Additional paid-in capital | 140,387 | 139,693 | ||||||
Accumulated deficit | (125,496 | ) | (121,962 | ) | ||||
Total stockholders’ equity | 14,906 | 17,746 | ||||||
Total liabilities and stockholders’ equity | $ | 15,920 | $ | 19,357 |
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Atomera Incorporated
Condensed Statements of Operations
(Unaudited)
(in thousands, except per share data)
Three Months ended March 31, |
||||||||
2019 | 2018 | |||||||
Revenue | $ | 71 | $ | – | ||||
Cost of revenue | – | – | ||||||
Gross margin | 71 | – | ||||||
Operating expenses | ||||||||
Research and development | 2,127 | 1,690 | ||||||
General and administrative | 1,321 | 1,203 | ||||||
Selling and marketing | 247 | 246 | ||||||
Total operating expenses | 3,695 | 3,139 | ||||||
Loss from operations | (3,624 | ) | (3,139 | ) | ||||
Other income | ||||||||
Interest income | 90 | 47 | ||||||
Total other income | 90 | 47 | ||||||
Net loss | $ | (3,534 | ) | $ | (3,092 | ) | ||
Net loss per common share, basic and diluted | $ | (0.24 | ) | $ | (0.26 | ) | ||
Weighted average number of common shares outstanding, basic and diluted | 14,782 | 12, 041 |
Atomera Incorporated
Reconciliation to Non-GAAP EBITDA
(Unaudited)
Three Months Ended March 31, |
||||||||
2019 | 2018 | |||||||
Net loss (GAAP) | $ | (3,534 | ) | $ | (3,092 | ) | ||
Add (subtract) the following items: | ||||||||
Interest income | (90 | ) | (47 | ) | ||||
Depreciation and amortization | 10 | 8 | ||||||
Stock-based compensation | 694 | 545 | ||||||
Adjusted EBITDA (non-GAAP) | $ | (2,920 | ) | $ | (2,586 | ) | ||
Investor Contact:
Bishop IR
Mike Bishop
(415) 894-9633
investor@atomera.com
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Exhibit 99.2
Q1 2019 Conference Call May 1, 2019
2 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,” “would,” “project,” “plan,” “expect” and similar expressions that convey uncertainty of future events or outcomes are intended to identify 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, 2018 filed with the SEC on March 11, 2019 (the “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 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 achieved or occur. This presentation contains only basic information concerning Atomera. The Company’s filings with the Securities Exchange Commission, including the Annual Report, 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 are reaffirming or confirming any of the information contained herein.
Mears Silicon Technology (MST®) Quantum Engineered Materials 3 Company Overview Strong, Growing and Defensible Patent Portfolio High Leverage IP Licensing Business Model Top Tier Management Team Transistor enhancement technology for the $450B semiconductor market
4 Q1 Breakthroughs MST performance at most advanced process nodes validated MST confirmed to be an important potential solution for the 5G cellular ramp 50% performance improvement on 5V analog products
5 Customer Engagement Model v Customer Wafer Manufacturing Atomera MST ® Deposition Customer MST ® Deposition Phase 1 . Planning 2 . Setup 3 . Integration 4 . Installation 5 . Qualification 6 . Production Royalties Engineering Service Fees • MST deposition on customer wafers • Integration consulting License Fees • Integration licenses • Manufacturing licenses • Distribution licenses
6 Growing Customer Pipeline • 17 customers, 22 engagements • Working with 50% of the world’s top semiconductor makers* 0 3 6 9 12 15 18 21 24 IPO 3Q 16 4Q 16 1Q 17 2Q 17 3Q 17 4Q 17 1Q 18 2Q 18 3Q 18 4Q 18 1Q 19 Number of Customer Engagements Phase 1 Phase 2 Phase 3 * 10 of the top 20 (IC Insights, McClean Report 2018)
7 Financial Overview * Adjusted EBITDA is a non - GAAP financial measure. A full reconciliation of GAAP and non - GAAP results is contained in our press release. Some figures do not total exactly due to rounding. Q1 '18 Q2 '18 Q3 '18 Q4 '18 Q1 '19 GAAP Results Revenue - $0.1M - $0.15M $0.1M Gross Profit - ($0.02M) - $0.12M $0.1M Operating Expense ($3.1M) ($3.2M) ($3.5M) ($3.4M) ($3.7M) Net Loss ($3.1M) ($3.2M) ($3.4M) ($3.2M) ($3.5M) Loss Per Share ($0.26) ($0.26) ($0.28) ($0.22) ($0.24) Reconciliation between GAAP & Non-GAAP Net Loss (GAAP) ($3.1M) ($3.2M) ($3.4M) ($3.2M) ($3.5M) Stock-Based Compensation $0.5M $0.6M $0.6M $0.6M ($0.7M) Adjusted EBITDA (Non-GAAP)* ($2.6M) ($2.6M) ($2.8M) ($2.6M) ($2.9M) Cash at March 31, 2019 $15.1M Shares Outstanding at March 31, 2019 15.3M
Thank You 8