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 6, 2017
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
☒
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 November 6, 2017, Atomera Incorporated issued
a press release announcing its financial results for the three and nine months ended September 30, 2017. The Company also conducted
an earnings call over which it distributed 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 and 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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November 6, 2017
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By:
/s/ Frank Laurencio
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Frank Laurencio
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Chief Financial Officer
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Exhibit 99.1
Atomera Incorporated Provides Third Quarter
Update
LOS GATOS, CA -- 11/06/17 -- Atomera
Incorporated (“Atomera” or the “Company”) (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 results for the third quarter ended September 30, 2017.
Third Quarter Highlights
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·
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Atomera announced a new customer entering trials, which increases the number of potential customers in the pivotal
integration phase to five.
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·
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13 total customers are now engaged with Atomera with two new additions since last quarter.
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·
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Synopsys’ latest release of its market-leading TCAD software now supports modeling Atomera’s MST technology.
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·
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Participated in marketing roadshow with Synopsys showcasing the simulation of MST, which resulted in significant increased
industry interest and inbound customer activity.
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Management Commentary
“Our third quarter showed significant
increases in customer activity, both with new trials and earlier phase engagement. Atomera’s new Synopsys TCAD capability
is generating strong industry enthusiasm and helping to shorten our time to revenue.” commented Scott Bibaud, President and
CEO.
Third Quarter Financial Results
During the third quarter of 2017, the Company
incurred a net loss of $3.3 million, or ($0.27) per share, compared to a net loss of $3.6 million, or ($0.30) per share, in the
second quarter of 2017, and a net loss of $4.1 million, or ($0.56) per share, for the third quarter of 2016. Adjusted EBITDA (a
non-GAAP financial measure) in the third quarter of 2017 was a loss of $2.4 million compared to an adjusted EBITDA loss in the
second quarter of 2017 of $2.2 million, and an adjusted EBITDA loss of $1.7 million in the third quarter of 2016.
The Company had $19.6 million in cash and cash equivalents as
of September 30, 2017, compared to $21.7 million as of June 30, 2017.
The total number of shares outstanding was 12,160,637 as of
September 30, 2017.
Third Quarter 2017 Conference Call and Webcast
Atomera will host a conference call to discuss its financial
results and recent progress. Date: Monday, November 6, 2017
Time: 1:30 p.m. PT (4:30 p.m. ET)
Phone: 844-263-8318 (domestic); +1 (213) 358-0960 (international)
Replay: Available until November 13, 2017 (855) 859-2056 (domestic);
+1(404) 537-3406 (international); passcode 96537935.
Webcast: Accessible at www.atomera.com
Note about NonGAAP 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 nonGAAP
financial measure. Adjusted EBITDA is determined by taking net loss and eliminating the impacts of interest, taxes, depreciation,
amortization, stockbased compensation and the change in fair value of derivative liabilities. Our definition of adjusted EBITDA
may not be comparable to the definitions of similarlytitled measures used by other companies. We believe that this nonGAAP 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 nanoscaling
technologies already in the semiconductor industry roadmap.
Safe Harbor
This press release contains forwardlooking 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 forwardlooking 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 we have not yet commenced revenue producing operations or entered into a definitive agreement with regard to the licensing
or commercialization of our MST technology, thus subjecting us to all of the risks inherent in a prerevenue enterprise; (2)
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; (3) our ability to protect our proprietary technology, trade secrets
and knowhow, and (4) those other risks disclosed in the section "Risk Factors" included in our Annual Report on Form
10-K for the year ended December 31, 2016 filed with the SEC on March 31, 2017. We caution readers not to place undue reliance
on any forwardlooking 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.
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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2017
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2016
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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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19,606
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$
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26,718
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Prepaid expenses and other current assets
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132
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96
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Total current assets
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19,738
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26,814
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Property and equipment, net
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31
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28
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Security deposit
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37
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37
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Total assets
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$
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19,806
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$
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26,879
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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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286
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$
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353
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Accrued expenses
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299
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168
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Accrued payroll related expenses
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277
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510
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Total liabilities
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862
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1,031
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Commitments and contingencies
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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, 2017 and December 31, 2016
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–
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–
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Common stock, $0.001 par value, authorized 47,500 shares; 12,161 shares issued and outstanding at September 30, 2017 and 12,025 issued and outstanding as of December 31, 2016
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12
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12
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Additional paid-in capital
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125,387
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121,833
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Accumulated deficit
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(106,455
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)
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(95,997
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)
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Total stockholders’ equity
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18,944
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25,848
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Total liabilities and stockholders’ equity
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$
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19,806
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$
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26,879
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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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2017
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2016
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2017
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2016
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Operating expenses:
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Research and development
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$
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1,602
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$
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941
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$
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4,502
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$
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2,757
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General and administrative
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1,374
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1,613
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4,689
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3,369
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Selling and marketing
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350
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229
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1,367
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439
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Total operating expenses
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3,326
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2,783
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10,558
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6,565
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Loss from operations
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(3,326
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)
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(2,783
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)
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(10,558
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)
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(6,565
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)
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Other income/(expense):
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Interest income
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42
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6
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106
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8
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Interest expense
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–
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(1,330
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)
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–
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(2,640
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)
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Other expense
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–
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–
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(6
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)
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–
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Total other income / (expense), net
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42
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(1,324
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)
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100
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(2,632
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)
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Net loss
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$
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(3,284
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)
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$
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(4,107
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)
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$
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(10,458
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)
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$
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(9,197
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)
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Net loss per common share, basic and diluted
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$
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(0.27
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$
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(0.56
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$
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(0.86
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)
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$
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(2.59
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)
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Weighted average number of common shares outstanding, basic and diluted
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12,161
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7,382
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12,111
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3,553
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Atomera Incorporated
Reconciliation to Non-GAAP Adjusted EBITDA
(Unaudited)
(in thousands)
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Three Months ended
September 30,
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Six Months ended
September 30,
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2017
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2016
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2017
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2016
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Net loss (GAAP):
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$
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(3,284
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)
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$
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(4,107
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)
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$
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(10,458
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)
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$
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(9,197
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)
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Add (subtract) the following items:
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Interest income
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(42
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)
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(6
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)
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(106
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)
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(8
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)
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Interest expense
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–
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1,330
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–
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2,640
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Depreciation and amortization
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4
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4
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13
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10
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Stock-based compensation
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916
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1,031
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3,554
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1,140
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Adjusted EBITDA (non-GAAP)
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$
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(2,406
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)
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$
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(1,748
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)
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$
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(6,997
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)
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$
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(5,415
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)
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Exhibit 99.2
3Q 2017 Conference Call
Forward - Looking Statements 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 iden tif y 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 Annual Report on Form 10 - K for the year ended December 31, 2016 filed with the SEC on March 31, 2017 (the “2016 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 statement s are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances desc rib ed 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 2016 Annual Report, include more information about factors that could affect the Company’s operatin g and financial results.
We assume no obligation to update information contained in this presentation. Although this presentati on may remain available on the Company's website or elsewhere, its continued availability does not indicate that we are reaffirm ing or confirming any of the information contained herein. 2
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 $350B semiconductor market
4 Customer Engagement Phases Customer Wafer Manufacturing Atomera MST® Deposition Customer MST® Deposition Phase3 Integration Phase4 Installation Phase 5 Qualification Phase 6 Production Phase 1 Planning Phase 2 Setup First license decision point Based on wafer results
Atomera Confidential 5 Customer Pipeline 0 2 4 6 8 10 12 14 IPO 3Q 16 4Q 16 1Q 17 2Q17 3Q17 Quarterly Pipeline Growth Phase 1 Phase 2 Phase 3 Now engaged with 40% of the world’s top semiconductor makers* * 8 of the top 20 (IC Insights, McClean Report 2017)
Atomera Technology Supported by Synopsys Sentaurus in Latest Release Industry leading Sentaurus TCAD software will assist design engineers in modeling Atomera's semiconductor performance enhancement technology LOS GATOS, CA -- ( Marketwired ) -- 10/10/17 -- Atomera Incorporated (NASDAQ: ATOM) Highlights: • Atomera's Mears Silicon Technology™ (MST®) enhances transistors to deliver significantly better performance in today's electronics. • Atomera's MST module can now be modeled using the latest release of Synopsys' Sentaurus ™ TCAD . • Sentaurus TCAD tools help manufacturers develop and optimize semiconductor process technologies and devices Synopsys Software Press release : Atomera Technology Supported by Synopsys Sentaurus in Latest Release Industry leading Sentaurus TCAD software will assist design engineers in
modeling Atomera's semiconductor performance enhancement technology LOS GATOS, CA -- ( Marketwired ) -- 10/10/17 -- Atomera Incorporated (NASDAQ: ATOM) • Atomera's Mears Silicon Technology™ (MST®) enhances transistors to deliver significantly better performance in today's electronics. • Atomera's MST module can now be modeled using the latest release of Synopsys' Sentaurus ™ TCAD • Sentaurus TCAD tools help manufacturers develop and optimize semiconductor process technologies and devices Without MST With MST Measured Results Simulated Results
4 Customer Engagement Phases Customer Wafer Manufacturing Atomera MST® Deposition Customer MST® Deposition Phase3 Integration Phase4 Installation Phase 5 Qualification Phase 6 Production Phase 1 Planning Phase 2 Setup First decision point Based on TCAD results
Financials * For a full reconciliation of GAAP and non - GAAP results, please see our press release issued November 6, 2017. 8 Q3 2017 Q2 2017 Q1 2017 GAAP Results Operating Expense ($3.3M) ($3.7M) ($3.6M) Net Loss ($3.3M) ($3.6M) ($3.5M) Loss Per Share ($0.27) ($0.30) ($0.29) Reconciliation between GAAP & Non-GAAP* Net Loss (GAAP) ($3.3M) ($3.6M) ($3.5M) Interest Expense - - - Stock-Based Compensation ($0.9M) ($1.4M) ($1.2M) Adjusted EBITDA (Non-GAAP)* ($2.4M) ($2.2M) ($2.4M) Cash at September 30, 2017 $19.6M Shares Outstanding at September 30, 2017 12,160,637 2017
3Q 2017 Conference Call