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 7, 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))
|
Securities registered pursuant to Section
12(b) of the Act:
|
Title of each class
Common stock: Par value $.001
|
Trading Symbol(s)
ATOM
|
Name of each exchange on which registered
Nasdaq Capital 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 August 7, 2019, Atomera Incorporated
issued a press release announcing its financial results for the three and six months ended June 30, 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:
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: August 7, 2019
Exhibit 99.1
Atomera Provides Second Quarter 2019
Results
LOS GATOS, Calif.
August 7, 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 second quarter ended June 30, 2019.
Company Highlights
|
|
·
|
Increased total number of engagements to 24 at 19 customers
|
|
|
·
|
Completed $6.7 million registered direct offering of common stock
|
|
|
·
|
Continued to recognize license revenue from integration licenses
|
Management Commentary
“The announcement of multiple technical
breakthroughs last quarter has generated great interest in the Atomera’s technology resulting in new customer engagements
and license opportunities,” said Scott Bibaud, President and CEO. “We believe the market size represented by these
5V analog, FinFet, and 5G cellular RF devices provides outstanding growth potential for our company.”
Second Quarter 2019 Financial Results
During the second quarter of 2019, revenue
was $70,000, compared with $96,000 in the second quarter of 2018. The Company incurred a net loss of $(3.6) million, or ($0.24)
per basic and diluted share, in the second quarter of 2019, compared to a net loss of $(3.2) million, or ($0.26) per basic and
diluted share, for the second quarter of 2018. Adjusted EBITDA (a non-GAAP financial measure) in the second quarter of 2019 was
a loss of ($2.9) million compared to an adjusted EBITDA loss of $(2.6) million in the second quarter of 2018.
The Company had $19.1 million in cash and
cash equivalents as of June 30, 2019, compared to $18.9 million as of December 31, 2018.
The total number of shares outstanding
was 17.1 million as of June 30, 2019.
Second Quarter 2019 Results Conference Call and Webcast
Atomera will host a conference call today to discuss its financial
results and recent progress.
Date: Wednesday, Aug 7, 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 Aug. 14, 2019; (855) 859-2056 (domestic);
+1(404) 537-3406 (international); passcode 9397428.
Webcast: Accessible at www.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 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.
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 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 know-how and (5) those other
risks disclosed in the section "Risk Factors" included in our Prospectus Supplement filed with the SEC on May 30, 2019.
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)
|
|
|
June 30,
|
|
|
December 31,
|
|
|
|
|
2019
|
|
|
2018
|
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
19,118
|
|
|
$
|
18,933
|
|
|
Accounts receivable
|
|
|
18
|
|
|
|
185
|
|
|
Unbilled contracts receivable
|
|
|
33
|
|
|
|
–
|
|
|
Prepaid expenses and other current assets
|
|
|
304
|
|
|
|
170
|
|
|
Total current assets
|
|
|
19,473
|
|
|
|
19,288
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
|
86
|
|
|
|
56
|
|
|
Operating lease right-of-use asset
|
|
|
229
|
|
|
|
–
|
|
|
Security deposit
|
|
|
13
|
|
|
|
13
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
19,801
|
|
|
$
|
19,357
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
211
|
|
|
$
|
348
|
|
|
Accrued expenses
|
|
|
511
|
|
|
|
224
|
|
|
Accrued payroll related expenses
|
|
|
385
|
|
|
|
984
|
|
|
Current operating lease liability
|
|
|
143
|
|
|
|
–
|
|
|
Deferred revenue
|
|
|
16
|
|
|
|
55
|
|
|
Total current liabilities
|
|
|
1,266
|
|
|
|
1,611
|
|
|
|
|
|
|
|
|
|
|
|
|
Long term operating lease liability
|
|
|
78
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
1,344
|
|
|
|
1,611
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ equity:
|
|
|
|
|
|
|
|
|
|
Preferred stock, $0.001 par value, authorized 2,500 shares; none issued and outstanding at June 30, 2019 and December 31, 2018
|
|
|
–
|
|
|
|
–
|
|
|
Common stock, $0.001 par value, authorized 47,500 shares; 17,074 and 15,034 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively.
|
|
|
17
|
|
|
|
15
|
|
|
Additional paid-in capital
|
|
|
147,570
|
|
|
|
139,693
|
|
|
Accumulated deficit
|
|
|
(129,130
|
)
|
|
|
(121,962
|
)
|
|
Total stockholders’ equity
|
|
|
18,457
|
|
|
|
17,746
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders’ equity
|
|
$
|
19,801
|
|
|
$
|
19,357
|
|
Atomera Incorporated
Condensed Statements of Operations
(Unaudited)
(in thousands, except per share data)
|
|
|
Three Months Ended
June 30,
|
|
|
Six Months Ended
June 30,
|
|
|
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
|
Revenue
|
|
$
|
70
|
|
|
$
|
96
|
|
|
$
|
141
|
|
|
$
|
96
|
|
|
Cost of revenue
|
|
|
(20
|
)
|
|
|
(113
|
)
|
|
|
(20
|
)
|
|
|
(113
|
)
|
|
Gross margin
|
|
|
50
|
|
|
|
(17
|
)
|
|
|
121
|
|
|
|
(17
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development
|
|
|
2,057
|
|
|
|
1,738
|
|
|
|
4,184
|
|
|
|
3,428
|
|
|
General and administrative
|
|
|
1,488
|
|
|
|
1,254
|
|
|
|
2,809
|
|
|
|
2,457
|
|
|
Selling and marketing
|
|
|
225
|
|
|
|
212
|
|
|
|
472
|
|
|
|
458
|
|
|
Total operating expenses
|
|
|
3,770
|
|
|
|
3,204
|
|
|
|
7,465
|
|
|
|
6,343
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(3,720
|
)
|
|
|
(3,221
|
)
|
|
|
(7,344
|
)
|
|
|
(6,360
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
86
|
|
|
|
50
|
|
|
|
176
|
|
|
|
97
|
|
|
Total other income
|
|
|
86
|
|
|
|
50
|
|
|
|
176
|
|
|
|
97
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(3,634
|
)
|
|
$
|
(3,171
|
)
|
|
$
|
(7,168
|
)
|
|
$
|
(6,263
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per common share, basic and diluted
|
|
$
|
(0.24
|
)
|
|
$
|
(0.26
|
)
|
|
$
|
(0.47
|
)
|
|
$
|
(0.52
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding, basic and diluted
|
|
|
15,423
|
|
|
|
12,078
|
|
|
|
15,104
|
|
|
|
12,060
|
|
Atomera Incorporated
Reconciliation to Non- GAAP EBITDA
(Unaudited)
(in thousands)
|
|
|
Three Months Ended
June 30,
|
|
|
Six Months Ended
June 30,
|
|
|
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
|
Net loss (GAAP)
|
|
$
|
(3,634
|
)
|
|
$
|
(3,171
|
)
|
|
$
|
(7,168
|
)
|
|
$
|
(6,263
|
)
|
|
Add (subtract) the following items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
(86
|
)
|
|
|
(50
|
)
|
|
|
(176
|
)
|
|
|
(97
|
)
|
|
Depreciation and amortization
|
|
|
11
|
|
|
|
8
|
|
|
|
21
|
|
|
|
16
|
|
|
Stock-based compensation
|
|
|
788
|
|
|
|
621
|
|
|
|
1,482
|
|
|
|
1,166
|
|
|
Adjusted EBITDA (non-GAAP)
|
|
$
|
(2,921
|
)
|
|
$
|
(2,592
|
)
|
|
$
|
(5,841
|
)
|
|
$
|
(5,178
|
)
|
Investor Contact:
Bishop IR
Mike Bishop
(415) 894-9633
investor@atomera.com
Exhibit 99.2
Q2 2019 Conference Call August 7, 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 disclosed in the section "Risk Factors" included in our Prospectus Supplement filed with the SEC on May 30, 2019. 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 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 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 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
5 Growing customer pipeline • 19 customers, 24 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 2Q 19 Number of Customer Engagements Phase 1 Phase 2 Phase 3 * 10 of the top 20 (IC Insights, McClean Report 2017)
6 Three technical breakthroughs MST - SP provides up to 50% performance gains for 5V Analog Enhancements for FinFET devices RF SOI improvements applicable to the 5G cellular space
8/7/2019 Atomera Confidential 7 Phosphorus diffusion blocking by MST MST minimizes up - diffusion of Phosphorus through typical manufacturing thermal cycles Ideally dopant concentration will stay very low near the surface Steeper slope (in nm/ dec ) is more effective at of blocking MST shows 4 - 5x better diffusion blocking over Baseline (Si epi only) A very compelling result for use in FinFET devices Depth into Silicon (nm) Surface Depth into Silicon (nm) Surface Depth into Silicon (nm) Surface After 1000˚C 20 sec After 1050˚C 20 sec After Epi Deposition
8/7/2019 Atomera Confidential 8 RF - SOI Improvement data Breakdown Voltage vs R on RF Switch Power Handling LNA Ioff improvement • MST improves BV vs R on • Up to 50% BV increase at same R on • 15 - 20% R on improvement at same BV • MST improves RF switch power handling • Greater than 25% • Provides greater design flexibility • MST improves LNA performance • 8 x better Ioff • Reduce power consumption extending battery life
9 Financial Review * 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. Q2 '18 Q3 '18 Q4 '18 Q1 '19 Q2 '19 GAAP Results Revenue $0.1M - $0.15M $0.07M $0.07M Gross Profit ($0.02M) - $0.12M $0.07M $0.05M Operating Expense ($3.2M) ($3.5M) ($3.4M) ($3.7M) ($3.8M) Net Loss ($3.2M) ($3.4M) ($3.2M) ($3.5M) ($3.6M) Loss Per Share ($0.26) ($0.28) ($0.22) ($0.24) ($0.24) Reconciliation between GAAP & Non-GAAP Net Loss (GAAP) ($3.2M) ($3.4M) ($3.2M) ($3.5M) ($3.6M) Stock-Based Compensation $0.6M $0.6M $0.6M $0.7M $0.8M Adjusted EBITDA (Non-GAAP)* ($2.6M) ($2.8M) ($2.6M) ($2.9M) ($2.9M) July 31, 2019 Liquidity Actual Cash $18.5M Shares Outstanding 17.1M
Thank You 10