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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): January 10, 2024

 

 

 

ATOMERA INCORPORATED

(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 Capital Markets

 

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 January 10, 2024, Atomera issued a press release concerning its achievement of the second revenue milestone under its previously announced first commercial license agreement. This milestone was triggered by customer acceptance of the MST process. A copy of the press release is furnished as Exhibit 99.1 to this report.

 

The information in this Current Report, including the exhibits attached hereto, shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Current Report shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits  

 

The following exhibits are filed with this report:

 

Exhibit Number Exhibit Description
99.1 Press release dated January 10, 2024 Atomera Incorporated
104 Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101).

 

 

 

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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  
     
     
Dated: January 10, 2024 /s/ Francis B. Laurencio  
 

Francis B. Laurencio,

Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 3 

 

Exhibit 99.1

 

 

Atomera Updates Revenue Guidance for the Fourth Quarter of 2023

 

LOS GATOS, Calif. – Jan. 10, 2024 – Atomera Incorporated (NASDAQ: ATOM), a semiconductor materials and technology licensing company, today announced it expects fourth quarter 2023 revenues to be approximately $500,000, an increase from the prior guidance of $300,000 to $350,000.

 

In late December, Atomera achieved the second revenue milestone under its first commercial license agreement, triggered by customer acceptance of the MST process. Acceptance was achieved after the customer validated the quality of MST film deposition on an Epi tool in its facility. This follows an earlier milestone for completing the transfer of Atomera intellectual property, including the MST film recipe, to this customer. 

 

“Our first commercial licensee was able to complete installation of our technology and independently validate MST film quality just weeks after receiving our recipe, bringing them one step closer to commercial distribution of MST-enabled products,” said Scott Bibaud, Atomera’s president and CEO. “Our customer can now manufacture wafers with MST on their own which should speed development and shorten the time to mass production and Atomera royalties. This effort is a great example of how we work with the most advanced semiconductor companies in the world to improve transistor performance and extend Moore’s Law.”

 

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, thus subjecting us to all of the risks inherent in an early-stage enterprise; (2) the risk that the customer under our first commercial license agreement does not take MST-enabled products to market, (3) 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; (4) risks related to our ability to advance licensing arrangements with our integration licensees to royalty-based manufacturing and distribution licenses or our ability to add other licensees; (5) 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; (6) our ability to protect our proprietary technology, trade secrets and knowhow and (7) 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, 2023 and in our Quarterly Report on Form 10-Q filed with the SEC on November 1, 2023. 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.

 

 

Investor Contact:

Bishop IR

Mike Bishop

(415) 894-9633

investor@atomera.com