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):
November 1, 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)
(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):
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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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☐
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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
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 November 1, 2018, Atomera Incorporated
issued a press release announcing its financial results for the three and nine months ended September 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 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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By:
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/s/ Francis Laurencio
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Francis Laurencio
Chief Financial Officer
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Date: November
1, 2018
Exhibit 99.1
Atomera Provides Third Quarter 2018 Results
LOS GATOS, CA
Nov 1, 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 third quarter ended Sept.
30, 2018.
Company Highlights
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·
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Signed integration license agreements with Asahi Kasei Microdevices
and STMicroelectronics
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·
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Added two new customers to reach 20 engagements underway with 16 different
customers
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·
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Strengthened balance sheet with $11.5 million of net proceeds from
equity offering
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·
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Four new patents granted
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Management Commentary
“With the first two licenses executed, and a robust balance
sheet, Atomera is stronger than ever and well positioned to deliver meaningful shareholder value as we deploy MST into semiconductor
foundries and IDMs,” said Scott Bibaud, President and CEO. “Further, we continue to augment our intellectual property
portfolio with four new US patents allowed during the quarter and improvements to MST that will bring new value to our customers.
We achieved these results while holding our cash consumption basically flat compared to Q2.”
Third Quarter 2018 Financial Results
During the third quarter of 2018 the Company incurred a net
loss of $3.4 million, or ($0.28) per basic and diluted share, compared to a net loss of $3.3 million, or ($0.28) per basic and
diluted share, for the third quarter of 2017. Adjusted EBITDA (a non-GAAP financial measure) in the third quarter of 2018 was a
loss of $2.8 million compared to an adjusted EBITDA loss of $2.4 million in the third quarter of 2017.
The Company had $10.0 million in cash and cash equivalents as
of Sept. 30, 2018, compared to $12.3 million as of June 30, 2018 and $17.4 million as of December 31, 2017. The Company’s
equity financing closed on October 15, 2018 adding $11.5 million to Atomera’s cash balance.
The total number of shares outstanding was 12,408,525 as of
Sept. 30, 2018. After completion of the Company’s equity offering on October 15, 2018, shares outstanding were 15,033,525.
2018 Third Quarter Results Conference Call and Webcast
Atomera will host a conference call today to discuss its financial
results and recent progress.
Date: Thursday, Nov. 1, 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 Nov. 16, 2018; 855-859-2056 (domestic);
+1(404) 537-3406 (international); passcode 8164979.
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, taxes, depreciation,
amortization, stock-based 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 similarly-titled measures used by other companies.
We believe that this non-GAAP 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 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 a pre-revenue 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; (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 pursuant to Rule 424(b)(5) on October 11, 2018. 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)
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September 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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9,957
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$
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17,369
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Accounts receivable
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75
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110
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Prepaid expenses and other current assets
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227
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248
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Total current assets
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10,259
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17,727
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Property and equipment, net
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63
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67
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Deferred offering costs
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73
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–
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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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10,408
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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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354
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$
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198
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Accrued expenses
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319
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239
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Accrued payroll related expenses
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703
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512
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Deferred revenue
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75
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–
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Total liabilities
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1,451
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949
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Commitments and contingencies (see Note 8)
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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 September 30, 2018 and December 31, 2017
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–
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–
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Common stock, $0.001 par value, authorized 47,500 shares; 12,409 and 12,161 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively.
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12
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12
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Additional paid-in capital
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127,708
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125,911
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Accumulated deficit
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(118,763
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)
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(109,065
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)
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Total stockholders’ equity
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8,957
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16,858
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Total liabilities and stockholders’ equity
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$
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10,408
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$
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17,807
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Atomera Incorporated
Condensed Statements of Operations
(Unaudited)
(in thousands, except per share data)
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Three Months ended
September 30,
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Nine Months ended
September 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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–
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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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–
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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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–
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–
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(17
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)
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–
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Operating expenses
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Research and development
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1,922
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1,602
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5,350
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4,502
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General and administrative
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1,324
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1,374
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3,781
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4,689
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Selling and marketing
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237
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350
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695
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1,367
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Total operating expenses
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3,483
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3,326
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9,826
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10,558
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Loss from operations
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(3,483
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)
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(3,326
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)
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(9,843
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)
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(10,558
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)
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Other income/(expense)
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Interest income
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48
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42
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145
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106
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Other expense
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–
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–
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–
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(6
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)
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Total other income/(expense), net
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48
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42
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145
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100
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Net loss
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$
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(3,435
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)
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$
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(3,284
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)
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$
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(9,698
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)
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(10,458
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)
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Net loss per common share, basic and diluted
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$
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(0.28
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)
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$
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(0.28
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$
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(0.80
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)
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$
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(0.90
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)
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Weighted average number of common shares outstanding, basic and diluted
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12,117
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11,862
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12,079
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11,684
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Atomera Incorporated
Reconciliation to Non- GAAP EBITDA
(Unaudited)
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Three Months ended
September 30,
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Nine Months ended
September 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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(3,435
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)
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$
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(3,284
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)
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$
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(9,698
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)
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$
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(10,458
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)
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Add (subtract) the following items:
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Interest income
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(48
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)
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(42
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)
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(145
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)
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(106
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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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24
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13
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Stock-based compensation
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630
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916
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1,796
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3,554
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Adjusted EBITDA (non-GAAP)
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$
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(2,845
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)
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$
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(2,406
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)
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$
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(8,023
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)
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$
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(6,997
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)
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Investor Contact:
Bishop IR
Mike Bishop
(415) 894-9633
investor@atomera.com
Exhibit 99.2
Q3 2018 Conference Call November 1, 2018
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 Prospectus Supplement filed pursuant to Rule 424(b)(5) with the SEC on October 11, 2018 (the “Prospectus Supplement”). 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.
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 ST Micro & AKM Commercial Licenses • Atomera Licenses MST to Asahi Kasei Microdevices (AKM) – Sept 25, 2018 • Japanese manufacturer of high end ICs for consumer, automotive and industrial • Division of Asahi Kasei Chemical Group • Long time partner of Atomera • First commercial licensee of Atomera’s MST technology • Integration License • Atomera Licenses MST to STMicroelectronics – October 2, 2018 • One of the world’s largest semiconductor companies • 2017 revenue: $8.3B • Leading IDM making solutions for Smart Driving, Internet of Things • Working with MST for less than two years • Integration License
5 Equity capital raise Successfully closed $12.5 public stock offering on October 15, 2018 Net proceeds $11.5M after underwriting fees and expenses 2,625,000 shares sold, now have 15.0M shares outstanding Underwriters and advisors Roth Capital: sole book running manager National Securities: co - manager Loop Capital: financial advisor Use of proceeds Engineering headcount additions for increased customer support Additional EPI tools and metrology testing
6 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
7 Growing Customer Pipeline • 16 customers, 20 engagements • Working with 50% of the world’s top semiconductor makers* 0 3 6 9 12 15 18 21 IPO 3Q 16 4Q 16 1Q 17 2Q 17 3Q 17 4Q 17 1Q 18 2Q 18 3Q 18 Number of Customer Engagements Phase 1 Phase 2 Phase 3 * 10 of the top 20 (IC Insights, McClean Report 2017)
8 Customer Engagement & License Model v Customer Wafer Manufacturing Atomera MST ® Deposition Customer MST ® Deposition Phase 1 . Planning 2 . Setup 3 . Integration 4 . Installation 5 . Qualification 6 . Production Revenue Type Engineering Services Integration License Manufacturing License Distribution License Royalties
9 Patent Portfolio 57 Foreign Patents 67 US Patents 31 US 29 Foreign 60 Pending These distinctive layers are visible on products using MST Extends life and value of patents Comprehensive 184 Patents Granted and Pending Discoverable Core MST Method and Device MST Enabled Devices/Architecture Next - Gen Architectures using MST Extensive know - how
10 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 Q3 2017 Q4 2017 Q1 2018 Q2 2018 Q3 2018 GAAP Results Revenue - $0.1M - $0.1M - Gross Profit - $0.1M - ($0.02M) - Operating Expense ($3.3M) ($2.7M) ($3.1M) ($3.2M) ($3.5M) Net Loss ($3.3M) ($2.6M) ($3.1M) ($3.2M) ($3.4M) Loss Per Share ($0.28) ($0.21) ($0.26) ($0.26) ($0.28) Reconciliation between GAAP & Non-GAAP Net Loss (GAAP) ($3.3M) ($2.6M) ($3.1M) ($3.2M) ($3.4M) Interest Expense - - - - - Stock-Based Compensation $0.9M $0.5M $0.5M $0.6M $0.6M Adjusted EBITDA (Non-GAAP)* ($2.4M) ($2.1M) ($2.6M) ($2.6M) ($2.8M) Cash at September 30, 2018 $10.0M Shares Outstanding at September 30, 2018 12.4M 2017 2018 YTD
11 Summary Signed first two customer licenses with AKM and STMicroelectronics Completed financing, strengthening our balance sheet 20 total engagements with 16 different customers Strengthened patent and know - how portfolio Entered company’s commercialization phase
Thank You 12