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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): April 27, 2022





(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


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 April 27, 2022, Atomera Incorporated issued a press release announcing its financial results for the three months ended March 31, 2022. 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 April 27, 2022 Atomera Incorporated
99.2   Investor presentation dated April 27, 2022 Atomera Incorporated
104   Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101).

















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: April 27, 2022 /s/ Francis B. Laurencio  

Francis B. Laurencio,

Chief Financial Officer
































Exhibit 99.1




Atomera Provides First Quarter 2022 Results


LOS GATOS, Calif. April 27, 2022 Atomera Incorporated (NASDAQ: ATOM), a semiconductor materials and technology licensing company, today provided a corporate update and announced financial results for the first quarter ended March 31, 2022.


Recent Company Highlights


·Entered into new Joint Development Agreement (JDA) with a leading foundry partner
·Successfully met requirements of first JDA opening the door to integration with business units and application areas
·Recognition of revenue of $375,000 from our first JDA customer and a separate, previously announced licensee


Management Commentary


“Progress in our last quarter demonstrates Atomera’s momentum toward commercialization of MST, including a new JDA, advancing numerous licensees and the opportunity for the beginning of validated engagements with our first JDA partner,” said Scott Bibaud, President and CEO. “We continue to see broad industry recognition of the value of Atomera’s technology as a critical ingredient to address the challenges presented to the semiconductor industry in an environment of high future growth forecasts.”


Financial Results


During the first quarter of 2022, revenue was $375,000, compared with $400,000 in the first quarter of 2021. The Company incurred a net loss of ($4.1) million, or ($0.18) per basic and diluted share in the first quarter of 2022, compared to a net loss of ($3.6) million, or ($0.16) per basic and diluted share, for the first quarter of 2021. Adjusted EBITDA (a non-GAAP financial measure) in the first quarter of 2022 was a loss of ($3.3) million compared to an adjusted EBITDA loss of ($2.9) million in the first quarter of 2021.


The Company had $24.5 million in cash and cash equivalents as of March 31, 2022, compared to $28.7 million as of December 31, 2021.


The total number of shares outstanding was 23.4 million as of March 31, 2022.


First Quarter 2022 Results Webinar


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

Date: Wednesday, April 27, 2022

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 to our ability to successfully complete the milestones in our joint development agreements or, even if successfully completed, to reach a commercial distribution license with our JDA customers; (3) risks related to our ability to advance the licensing arrangements with our initial integration licensees 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 know-how 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 15, 2022. 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)



   March 31,   December 31, 
   2022   2021 
Current assets:          
Cash and cash equivalents  $24,451   $28,699 
Accounts receivable   300     
Prepaid expenses and other current assets   846    309 
Total current assets   25,597    29,008 
Property and equipment, net   192    196 
Long-term prepaid maintenance and supplies   91    91 
Security deposit   14    14 
Operating lease right-of-use asset   850    900 
Financing lease right-of-use-asset   5,532    5,851 
Total assets  $32,276   $36,060 
Current liabilities:          
Accounts payable  $380   $338 
Accrued expenses   241    203 
Accrued payroll related expenses   260    601 
Current operating lease liability   217    216 
Current financing lease liability   1,396    1,395 
Total current liabilities   2,494    2,753 
Long-term operating lease liability   725    768 
Long-term financing lease liability   3,870    4,158 
Total liabilities   7,089    7,679 
Commitments and contingencies        
Stockholders’ equity:          
Preferred stock $0.001 par value, authorized 2,500 shares; none issued and outstanding at March 31, 2022 and December 31, 2021        
Common stock: $0.001 par value, authorized 47,500 shares; 23,393 and 23,207 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively;   23    23 
Additional paid-in capital   195,104    194,212 
Accumulated deficit   (169,940)   (165,854)
Total stockholders’ equity   25,187    28,381 
Total liabilities and stockholders’ equity  $32,276   $36,060 








Atomera Incorporated

Condensed Statements of Operations


(in thousands, except per share data)




Three Months Ended

March 31,

   2022   2021 
Revenue  $375   $400 
Cost of revenue   81     
Gross margin   294    400 
Operating expenses          
Research and development   2,339    2,229 
General and administrative   1,648    1,513 
Selling and marketing   325    266 
Total operating expenses   4,312    4,008 
Loss from operations   (4,018)   (3,608)
Other income (expense)          
Interest income   3    2 
Interest expense   (71)    
Total other income (expense), net   (68)   2 
Net loss before income taxes   (4,086)   (3,606)
Provision for income taxes       14 
Net loss  $(4,086)  $(3,620)
Net loss per common share, basic and diluted  $(0.18)  $(0.16)
Weighted average number of common shares outstanding, basic and diluted   22,853    22,090 










Atomera Incorporated

Reconciliation to Non- GAAP EBITDA




Three Months Ended

March 31,

   2022   2021 
Net loss (GAAP)  $(4,086)  $(3,620)
Depreciation and amortization   20    13 
Stock-based compensation   726    731 
Interest income   (3)   (2)
Interest expense   71     
Provision for income taxes       14 
Adjusted EBITDA (non-GAAP)  $(3,272)  $(2,864)


Investor Contact:

Bishop IR

Mike Bishop

(415) 894-9633


















Exhibit 99.2

Q1 2022 Conference Call April 27, 2022 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 15, 2022. 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 $550B semiconductor market Mears Silicon Technology (MST®) Quantum Engineered Materials


Customer Engagement Model Atomera 4 Customer Wafer Manufacturing Atomera MST ® Deposition Setup Customer MST ® Deposition Integration Installation Qualification Production Planning Phase Standard customer engagement Setup Customer MST ® Deposition Installation & Integration Qualification Production Planning Phase Current joint development Integration Product line 1 Product line 2 Product line 3 Atomera MST ® Deposition JDA Completion


Customer Pipeline 5 • 19 customers, 25 engagements • Working with 50% of the world’s top semiconductor makers* • 10 of the top 20 (IC Insights, McClean Report 2021) ^ End of year engagement count, plus CY quarters 0 3 6 9 12 15 18 21 24 27 2016 2017 2018 2019 2020 2021 1Q22 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


Capacity Constraints Record Revenues Geopolitical Uncertainty Capex Growth Market forces benefit Atomera Confidential 7 Massive industry investment will benefit Atomera


Financial Review Atomera Incorporated 8 Income Statement ($ in thousands, except per-share data) March 31, 2022 March 31, 2021 December 31, 2021 REVENUE 375$ 400$ -$ Gross Profit 294 400 - OPERATING EXPENSES Research & Development 2,339 2,229 2,249 General and Administration 1,648 1,513 1,508 Selling and Marketing 325 266 316 TOTAL OPERATING EXPENSES 4,312 4,008 4,073 OPERATING LOSS (4,018) (3,608) (4,073) Other Income (Expense) (68) 2 (74) Provision for income tax - 14 18 NET LOSS (4,086)$ (3,620)$ (4,165)$ Net Loss Per Share (0.18)$ (0.16)$ (0.18)$ Weighted average shares outstanding 22,853 22,090 22,751 ADJUSTED EBITDA (NON-GAAP) (3,272)$ (2,864)$ (3,414)$ ADJUSTED EBITDA PER SHARE (0.14)$ (0.13)$ (0.15)$ Balance Sheet Information March 31, 2022 December 31, 2021 Cash 24,451$ 28,699$ Debt - - Three Months Ended


We collaborate with customers to improve their products, through integration of MST, so that both companies benefit financially Mission Statement Atomera 9


Thank You Atomera 10