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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 26, 2023





(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 26, 2023, Atomera Incorporated issued a press release announcing its financial results for the three months ended March 31, 2023. 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  


The following exhibits are filed with this report:


Exhibit Number Exhibit Description
99.1 Press release dated April 26, 2023 Atomera Incorporated
99.2 Investor presentation dated April 26, 2023 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 26, 2023 /s/ Francis B. Laurencio  

Francis B. Laurencio,

Chief Financial Officer




















Exhibit 99.1



Atomera Provides First Quarter 2023 Results


LOS GATOS, Calif. April 26, 2023 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, 2023.


Recent Company Highlights


·Executed definitive commercial license with STMicroelectronics
·Developing promising new technology for the higher voltage power market
·Joined American Semiconductor Innovation Coalition (ASIC)


Management Commentary


“The new commercial license agreement demonstrates Atomera is moving toward production, and we believe MST will become increasingly utilized among leading semiconductor manufacturers,” said Scott Bibaud, President and CEO. “The industry’s current period of investment in new technology is benefitting us as we showcase MST’s improvements over standard silicon to the customers in our pipeline. Our focus is to convert existing engagements to more license agreements.”


Financial Results


The Company incurred a net loss of ($5.0) million, or ($0.21) per basic and diluted share in the first quarter of 2023, compared to a net loss of ($4.1) million, or ($0.18) per basic and diluted share, for the first quarter of 2022. Adjusted EBITDA (a non-GAAP financial measure) in the first quarter of 2023 was a loss of ($4.2) million compared to an adjusted EBITDA loss of ($3.3) million in the first quarter of 2022.


The Company had $17.1 million in cash, cash equivalents and short-term investments as of March 31, 2023, compared to $21.2 million as of December 31, 2022.


The total number of shares outstanding was 24.3 million as of March 31, 2023.


First Quarter 2023 Results Webinar


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

Date: Wednesday, April 26, 2023

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, thus subjecting us to all of the risks inherent in an early-stage enterprise; (2) the risk that STMicroelectronics does not proceed with MST in its manufacturing process or 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 know-how 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. 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, 
   2023   2022 
Current assets:          
Cash and cash equivalents  $12,118   $21,184 
Short-term investments   4,934     
Prepaid expenses and other current assets   303    418 
Total current assets   17,355    21,602 
Property and equipment, net   153    158 
Long-term prepaid maintenance and supplies   91    91 
Security deposit   14    14 
Operating lease right-of-use asset   648    700 
Financing lease right-of-use-asset   3,874    4,164 
Total assets  $22,135   $26,729 
Current liabilities:          
Accounts payable  $423   $397 
Accrued expenses   242    173 
Accrued payroll related expenses   292    967 
Current operating lease liability   247    245 
Current financing lease liability   1,240    1,126 
Total current liabilities   2,444    2,908 
Long-term operating lease liability   475    521 
Long-term financing lease liability   2,683    2,986 
Total liabilities   5,602    6,415 
Commitments and contingencies        
Stockholders’ equity:          
Preferred stock $0.001 par value, authorized 2,500 shares; none issued and outstanding at March 31, 2023 and December 31, 2022        
Common stock: $0.001 par value, authorized 47,500 shares; 24,330 and 23,973 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively   24    24 
Additional paid-in capital   204,825    203,585 
Other comprehensive income (loss)   (2)    
Accumulated deficit   (188,314)   (183,295)
Total stockholders’ equity   16,533    20,314 
Total liabilities and stockholders’ equity  $22,135   $26,729 







Atomera Incorporated

Condensed Statements of Operations

(in thousands, except per share data)

   Three Months Ended 
   March 31,   December 31,   March 31, 
   2023   2022   2022 
   (Unaudited)   (Unaudited)   (Unaudited) 
Revenue  $   $5   $375 
Cost of revenue           81 
Gross margin       5    294 
Operating expenses               
Research and development   3,036    2,523    2,339 
General and administrative   1,742    1,559    1,648 
Selling and marketing   389    329    325 
Total operating expenses   5,167    4,411    4,312 
Loss from operations   (5,167)   (4,406)   (4,018)
Other income (expense)               
Interest income   199    189    3 
Interest expense   (53)   (55)   (71)
Other income (expense), net   2         
Total other income (expense), net   148    134    (68)
Net loss  $(5,019)  $(4,272)  $(4,086)
Net loss per common share, basic  $(0.21)  $(0.18)  $(0.18)
Net loss per common share, diluted  $(0.21)  $(0.18)  $(0.18)
Weighted average number of common shares outstanding, basic   23,660    23,538    22,853 
Weighted average number of common shares outstanding, diluted   23,660    23,538    22,853 






Atomera Incorporated

Reconciliation to Non-GAAP EBITDA


   Three Months Ended 
   March 31,   December 31,   March 31, 
   2023   2022   2022 
Net loss (GAAP)  $(5,019)  $(4,272)  $(4,086)
Depreciation and amortization   20    19    20 
Stock-based compensation   927    893    726 
Interest income   (199)   (189)   (3)
Interest expense   53    55    71 
Net loss non-GAAP EBITDA  $(4,218)  $(3,494)  $(3,272)







Investor Contact:

Bishop IR

Mike Bishop

(415) 894-9633








Exhibit 99.2


Q1 2023 Conference Call April 26, 2023 Atomera Incorporated 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, 2023 (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 m ay 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. Atomera Incorporated 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


Atomera Incorporated 4


Customer Pipeline 5 • 20 customers, 26 engagements • Working with 50% of the world’s top semiconductor makers* • 10 of the top 20 (IC Insights, McClean Report 2022) ^ End of year engagement count Atomera Incorporated Customer Wafer Manufacturing v Customer MST ® Deposition Atomera MST ® Deposition 6 . Production 5 . Qualification 4 . Installation 3 . Integration 2 . Setup 1 . Planning Phase


MST - SPX targeting power devices ► Targets higher voltage (5 - 40V) product area ► Strong customer demand for solutions ► MST brings significant improvement ▪ Early results showing gains in many areas ▪ Allows manufacturers to shrink designs, cut product costs ► Early stages of customer rollout 6 Rsp vs. BV Plot Rsp vs. BVdss - 20%? - 38% Si control MST Atomera Incorporated 38% Better Si control MST L DEVICE = 1.84um


Financial Review Atomera Incorporated 7 Income Statement ($ in thousands, except per-share data) March 31, 2023 December 31, 2022 March 31, 2022 REVENUE -$ 5$ 375$ Gross Profit - 5 294 OPERATING EXPENSES Research & Development 3,036 2,523 2,339 General and Administration 1,742 1,559 1,648 Selling and Marketing 389 329 325 TOTAL OPERATING EXPENSES 5,167 4,411 4,312 OPERATING LOSS (5,167) (4,406) (4,018) Other Income (Expense) 148 134 (68) Provision for income tax - - - NET LOSS (5,019)$ (4,272)$ (4,086)$ Net Loss Per Share (0.21)$ (0.18)$ (0.18)$ Weighted average shares outstanding 23,660 23,538 22,853 ADJUSTED EBITDA (NON-GAAP) (4,218)$ (3,494)$ (3,272)$ ADJUSTED EBITDA PER SHARE (0.18)$ (0.15)$ (0.14)$ Balance Sheet Information Cash, equivalents & ST investments 17,052$ 21,184$ 24,451$ 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 Incorporated 8


Thank You Atomera Incorporated 9