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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): February 13, 2024





(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 February 13, 2024, Atomera Incorporated issued a press release announcing its financial results for the three and twelve months ended December 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 February 13, 2024 Atomera Incorporated
99.2 Investor presentation dated February 13, 2024 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: February 13, 2024 /s/ Francis B. Laurencio  

Francis B. Laurencio,

Chief Financial Officer




















Exhibit 99.1




Atomera Provides Fourth Quarter and Fiscal 2023 Results

Revenue in the Fourth Quarter Resulting from MST Installation at Licensee


LOS GATOS, Calif. -- Feb. 13, 2024 -- Atomera Incorporated (NASDAQ: ATOM), a semiconductor materials and technology licensing company, today provided a corporate update and announced financial results for the fourth quarter and fiscal year ended December 31, 2023.


Recent Company Highlights


  · Achieved revenue from commercial licensee for two milestones
  · Second customer completed installation of MST technology
  · Executed an MSTcad license with a large semiconductor manufacturer


Management Commentary


“There is clear evidence the company is executing on its strategy to commercialize MST. With our technology now installed at two customer fabs, we’re focusing on moving additional customers along the engagement pipeline toward the royalty phase,” said Scott Bibaud, President and CEO. “The semiconductor industry is currently in an ideal state to adopt new technology and the performance improvements enabled by MST are compelling to fabs and foundries seeking to gain cost-effective advantages in highly competitive markets.”


Financial Results


Revenue for the fourth quarter of 2023 was $550,000. The Company incurred a net loss of ($4.6) million, or ($0.18) per basic and diluted share in the fourth quarter of 2023, compared to a net loss of ($4.3) million, or ($0.18) per basic and diluted share, for the fourth quarter of 2022. Adjusted EBITDA (a non-GAAP financial measure) in the fourth quarter of 2023 was a loss of ($3.8) million compared to an adjusted EBITDA loss of ($3.5) million in the fourth quarter of 2022.


For fiscal year 2023, revenue was $550,000, compared with $382,000 in fiscal 2022. Net loss was ($19.8) million, or ($0.80) per basic and diluted share for fiscal 2023, compared to ($17.4) million, or ($0.75) per basic and diluted share in fiscal 2022. Adjusted EBITDA for fiscal 2023 was a loss of ($16.6) million compared to an adjusted EBITDA loss of ($14.1) million in fiscal 2022.


The Company had $19.5 million in cash, cash equivalents and short-term investments as of December 31, 2023, compared to $21.2 million as of December 31, 2022.


The total number of shares outstanding was 26.1 million as of December 31, 2023.







Fourth Quarter and Fiscal Year 2023 Results Webinar


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

Date: Tuesday, Feb. 13, 2024

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 thus subjecting us to all of the risks inherent in an early-stage enterprise; (2) the risk that licensees or JDA customers do not advance to royalty-based manufacturing and distribution licenses; (3) our ability to add other licensees and/or JDA customers; (4) 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; (5) our ability to protect our proprietary technology, trade secrets and know-how and (6) 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.


-- Financial Tables Follow --








Atomera Incorporated

Balance Sheets

(in thousands, except per share data)


   December 31,   December 31, 
   2023   2022 
Current assets:          
Cash and cash equivalents  $12,591   $21,184 
Short-term investments   6,940     
Unbilled contracts receivable   550     
Interest receivable   79     
Prepaid expenses and other current assets   244    418 
Total current assets   20,404    21,602 
Property and equipment, net   100    158 
Long-term prepaid maintenance and supplies   91    91 
Security deposit   14    14 
Operating lease right-of-use asset   517    700 
Financing lease right-of-use-asset   2,903    4,164 
Total assets  $24,029   $26,729 
Current liabilities:          
Accounts payable  $618   $397 
Accrued expenses   222    173 
Accrued payroll related expenses   1,382    967 
Current operating lease liability   264    245 
Current financing lease liability   1,328    1,126 
Total current liabilities   3,814    2,908 
Long-term operating lease liability   295    521 
Long-term financing lease liability   1,750    2,986 
Total liabilities   5,859    6,415 
Commitments and contingencies        
Stockholders’ equity:          
Preferred stock $0.001 par value, authorized 2,500 shares; none issued and outstanding at December 31, 2023 and December 31, 2022        
Common stock: $0.001 par value, authorized 47,500 shares; 26,107 and 23,973  shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively;   26    24 
Additional paid-in capital   221,229    203,585 
Accumulated deficit   (203,085)   (183,295)
Total stockholders’ equity   18,170    20,314 
Total liabilities and stockholders’ equity  $24,029   $26,729 







Atomera Incorporated

Statements of Operations

(in thousands, except per share data)


   Three Months Ended   Year Ended 
   December 31,   September 30,   December 31,   December 31, 
   2023   2023   2022   2023   2022 
   (Unaudited)   (Unaudited)   (Unaudited)   (Unaudited)     
Revenue  $550   $   $5   $550   $382 
Cost of revenue   (28)           (28)   (81)
Gross margin   522        5    522    301 
Operating expenses                         
Research and development   2,992    3,305    2,523    12,525    10,038 
General and administrative   1,875    1,683    1,559    7,075    6,441 
Selling and marketing   452    365    329    1,599    1,348 
Total operating expenses   5,319    5,353    4,411    21,199    17,827 
Loss from operations   (4,797)   (5,353)   (4,406)   (20,677)   (17,526)
Other income (expense)                         
Interest income   195    177    189    723    340 
Accretion income   62    112        283     
Other income (expense), net   3    72        75     
Interest expense   (43)   (47)   (55)   (194)   (255)
Total other income (expense), net   217    314    134    887    85 
Net loss  $(4,580)  $(5,039)  $(4,272)  $(19,790)  $(17,441)
Net loss per common share, basic and diluted  $(0.18)  $(0.20)  $(0.18)  $(0.80)  $(0.75)
Weighted average number of common shares outstanding, basic and diluted   25,404    25,255    23,538    24,755    23,157 







Atomera Incorporated

Reconciliation to Non-GAAP EBITDA


   Three Months Ended   Year Ended 
   December 31,   September 30,   December 31,   December 31, 
   2023   2023   2022   2023   2022 
Net loss (GAAP)  $(4,580)  $(5,039)  $(4,272)  $(19,790)  $(17,441)
Depreciation and amortization   17    20    19    77    77 
Stock-based compensation   1,015    1,041    893    4,013    3,367 
Interest income   (195)   (177)   (189)   (723)   (340)
Accretion income   (62)   (112)       (283)    
Other income, net   (3)   (72)       (75)    
Interest expense   43    47    55    194    255 
Net loss non-GAAP EBITDA  $(3,765)  $(4,292)  $(3,494)  $(16,587)  $(14,082)



Investor Contact:

Bishop IR

Mike Bishop

(415) 894-9633






















Exhibit 99.2

Q4 2023 Conference Call February 13, 2024 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 ”) Quarterly Report on Form 10 - Q filed with the SEC on November 1, 2023. 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 sh ould 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


ST Path to Production Atomera 4 Customer Wafer Manufacturing Atomera MST ® Deposition 2. Setup Customer MST ® Deposition 3. Integration 4. Installation 5.Qualification 6. Production 1. Planning Phase Royalties Manufacturing License Fee Distribution License Fee Complete Integration License Fee & Productization


Chip Designs Start Productization cycle Atomera Incorporated 5 Freeze PDK (Process Design Kit) Silicon Validation Wafers manufactured with MST Process development with TCAD Process Qualification Volume Production Chip Designs Start Chip Designs Start Chip Designs MST Installation Phase 4 Phase 5 Phase 6


Customer Pipeline 6 • 20 customers, 26 engagements • Working with 50% of the world’s top semiconductor makers* • 10 of the top 20 (IC Insights, McClean Report 2023) ^ 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 0 3 6 9 12 15 18 21 24 27 2016 2017 2018 2019 2020 2021 2022 2024 Number of Customer Engagements Phase 1 Phase 2 Phase 3 Phase 4


MST technology focus areas Atomera 7 MST for Advanced Nodes MST for RF - SOI MST - SP, SPX MST for DRAM


MST optimizes AI performance ► AI algorithms are driving unprecedented compute workloads ▪ Demands exceed ideal single chip silicon area, impacting yield ► Heterogenous chiplet architectures solve this problem ► Small chiplet designs can be optimized by process node ► MST’s ability to enhance mature nodes brings great value Atomera 8 180nm 130nm 90nm 65nm 40nm 28nm 22nm 16/14nm 10nm 7nm 5nm 2nm Leading Analog & RF SOI Mainstream Planar FinFET GAA


Financial Review Atomera Incorporated 9 Income Statement ($ in thousands, except per-share data) 3/31/23 6/30/23 9/30/23 12/31/23 FY 2023 REVENUE -$ -$ -$ 550$ 550$ Gross Profit - - - 522 522 OPERATING EXPENSES Research & Development 3,036 3,192 3,305 2,992 12,525 General and Administration 1,742 1,775 1,683 1,875 7,075 Selling and Marketing 389 393 365 452 1,599 TOTAL OPERATING EXPENSES 5,167 5,360 5,353 5,319 21,199 OPERATING LOSS (5,167) (5,360) (5,353) (4,797) (20,677) Other Income (Expense) 148 208 314 217 887 NET LOSS (5,019)$ (5,152)$ (5,039)$ (4,580)$ (19,790)$ Net Loss Per Share (0.21)$ (0.21)$ (0.20)$ (0.18)$ (0.80)$ Weighted average shares outstanding 23,660 24,677 25,255 25,404 24,755 ADJUSTED EBITDA (NON-GAAP) (4,220)$ (4,310)$ (4,292)$ (3,765)$ (16,587)$ ADJUSTED EBITDA PER SHARE (0.18)$ (0.17)$ (0.17)$ (0.15)$ (0.67)$ Balance Sheet Information Cash, equivalents & ST investments 17,052$ 23,835$ 20,389$ 19,531$ 19,531$ 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 10


Thank You Atomera Incorporated 11