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): April 30, 2020

 

Atomera Incorporated

(Exact name of registrant as specified in its charter)

 

Delaware 001-37850 30-0509586
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification Number)
     
 

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):

 

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 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 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 April 30, 2020, Atomera Incorporated issued a press release announcing its financial results for the three months ended March 31, 2020. 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:

 

99.1 Press release dated April 30, 2020 Atomera Incorporated
99.2 Investor presentation dated April 30, 2020 Atomera Incorporated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

  ATOMERA INCORPORATED
   
  By:  /s/ Francis Laurencio
    Francis Laurencio
Chief Financial Officer

 

Date: April 30, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Exhibit 99.1

 

 

 

 

Atomera Provides First Quarter 2020 Results

 

LOS GATOS, Calif. — Apr. 30, 2020 — 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 first quarter ended March 31, 2020.

 

Company Highlights

 

· Grew pipeline to 19 customers with 26 engagements, 16 of which are in Phase 3
· Secured access to state-of-the art 300mm deposition tool
· Continued strong customer and R&D activity despite economic slowdown

 

Management Commentary

 

“We are very pleased to have grown our pipeline over the last three months, reaching a record level of 26 engagements with 19 customers. Progress on joint development agreements, internal R&D and customer programs continues, with some minor slowdowns due to the pandemic, but none of our customer work has stopped. We continue to be very optimistic about progress toward adoption of MST,” said Scott Bibaud, President and CEO. “With secured access to a state of the art 300mm epi deposition tool, we are confident that we will be able to work more efficiently with customers and accelerate progress to commercial deployment, especially in our 5G, consumer electronic and IOT markets.”

 

First Quarter 2020 Financial Results

 

During the first quarter of 2020, revenue was $62,000, compared with $71,000 in the first quarter of 2019. The Company incurred a net loss of $3.6 million, or ($0.22) per basic and diluted share, in the first quarter of 2020, compared to a net loss of $3.5 million, or ($0.24) per basic and diluted share, for the first quarter of 2019. Adjusted EBITDA (a non-GAAP financial measure) in the first quarter of 2020 was a loss of $2.9 million compared to an adjusted EBITDA loss of $2.9 million in the first quarter of 2019.

 

The Company had $11.4 million in cash and cash equivalents as of March 31, 2020, compared to $14.9 million as of December 31, 2019.

 

The total number of shares outstanding was 17.7 million as of March 31, 2020.

 

First Quarter 2020 Results Conference Call and Webcast

 

Atomera will host a conference call today to discuss its financial results and recent progress.

Date: Thursday, Apr. 30, 2020

Time: 2:00 p.m. PT (5:00 p.m. ET)

Phone: (844) 263-8318 (domestic); +1 (213) 358-0960 (international)

Replay: Available until May 8, 2020; (855) 859-2056 (domestic); +1(404) 537-3406 (international); passcode 6693979.

Webcast: Accessible at www.atomera.com

 

 

 

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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 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 an early-stage enterprise; (2) risks related to our ability to advance the licensing arrangements with our initial integration licensees, Asahi Kasei Microdevices, STM Microelectronics and our fabless licensee, to royalty-based manufacturing and distribution licenses or our ability to add other licensees; (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) impact of the coronavirus pandemic on our customers, partners, internal operations and market conditions, including our ability to access financial markets on favorable terms, (5) our ability to protect our proprietary technology, trade secrets and knowhow and (6) those other risks disclosed in the section "Risk Factors" included in our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on March 13, 2020. 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 --

 

 

 

 

 

 

 

 

 

 

 

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Atomera Incorporated

Condensed Balance Sheets

(in thousands, except per share data)

 

    March 31,     December 31,  
    2020     2019  
      (Unaudited)          
ASSETS                
                 
Current assets:                
Cash and cash equivalents   $ 11,390     $ 14,871  
Prepaid expenses and other current assets     118       132  
Total current assets     11,508       15,003  
                 
Property and equipment, net     56       63  
Operating lease right-of-use asset     125       161  
Long-term prepaid rent     450        
Security deposit     13       13  
                 
Total assets   $ 12,152     $ 15,240  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY                
                 
Current liabilities:                
Accounts payable   $ 548     $ 315  
Accrued expenses     185       145  
Accrued payroll related expenses     244       819  
Current operating lease liability     116       152  
Deferred revenue           37  
                 
Total liabilities     1,093       1,468  
                 
Commitments and contingencies:                
                 
Stockholders’ equity:                
Preferred stock, $0.001 par value, authorized 2,500 shares; none issued and outstanding at March 31, 2020 and December 31, 2019.            
Common stock, $0.001 par value, authorized 47,500 shares; 17,726 and 17,117 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively.     18       17  
Additional paid-in capital     149,948       149,017  
Accumulated deficit     (138,907 )     (135,262 )
Total stockholders’ equity     11,059       13,772  
                 
Total liabilities and stockholders’ equity   $ 12,152     $ 15,240  

 

 

 

 

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Atomera Incorporated

Condensed Statements of Operations

(Unaudited)

(in thousands, except per share data)

 

   

Three Months ended

March 31,

 
    2020     2019  
Revenue   $ 62     $ 71  
Cost of revenue     (13 )      
Gross margin     49       71  
                 
Operating expenses                
Research and development     2,062       2,127  
General and administrative     1,445       1,321  
Selling and marketing     225       247  
Total operating expenses     3,732       3,695  
                 
Loss from operations     (3,683 )     (3,624 )
                 
Other income                
Interest income     38       90  
Total other income     38       90  
                 
Net loss   $ (3,645 )   $ (3,534 )
Net loss per common share, basic and diluted   $ (0.22 )   $ (0.24 )
                 
Weighted average number of common shares outstanding, basic and diluted     16,760       14,782  

 

 

 

 

 

 

 

 

 

 

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Atomera Incorporated

Reconciliation to Non-GAAP EBITDA

(Unaudited)

 

   

Three Months ended

March 31,

 
    2020     2019  
             
Net loss (GAAP)                
Add (subtract) the following items:   $ (3,645 )   $ (3,534 )
Interest income     (38 )     (90 )
Depreciation and amortization     10       10  
Warrant modification     139        
Stock based compensation     629       694  
Adjusted EBITDA (non-GAAP)   $ (2,905 )   $ (2,920 )

 

 

 

 

Investor Contact:

Bishop IR

Mike Bishop

(415) 894-9633

investor@atomera.com

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Exhibit 99.2

 

 

Q1 2020 Conference Call April 30, 2020 1

 
 

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 disclosed in the section "Risk Factors" included in our 2019 Annual Report on Form 10 - K filed with the SEC on March 13, 2020. 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.

 
 

Mears Silicon Technology (MST®) Quantum Engineered Materials 3 Company Overview Strong, Growing and Defensible Patent Portfolio High Leverage IP Licensing Business Model Top Tier Management Team Transistor enhancement technology for the $450B semiconductor market 3

 
 

4 Customer Pipeline • 19 customers, 26 engagements • Working with 50% of the world’s top semiconductor makers* 0 3 6 9 12 15 18 21 24 27 IPO 3Q 16 4Q 16 1Q 17 2Q 17 3Q 17 4Q 17 1Q 18 2Q 18 3Q 18 4Q 18 1Q 19 2Q 19 3Q 19 4Q 19 1Q 20 Number of Customer Engagements Phase 1 Phase 2 Phase 3 * 10 of the top 20 (IC Insights, McClean Report 2017)

 
 

5 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 Royalties Engineering Service Fees • MST deposition on customer wafers • Integration consulting License Fees • Integration licenses • Manufacturing licenses • Distribution licenses Joint Development Agreements

 
 

6 MST - SP progress 0.0 0.5 1.0 1.5 2.0 2.5 3.0 Feb-19 May-19 Aug-19 Dec-19 Mar-20 Jun-20 Sep-20 MST SP Progress Control MST SP Industry Top Runner R SP (m Ω - mm 2 ) May 2019 Result Atomera R&D fab Current Result Atomera R&D fab Industry top - runners Projected Current Result Advanced fab

 
 

7 300mm Epi tool Source: The McClean Report - 2019 300mm Epi Deposition Tool

 
 

8 Financial review Q1 '19 Q2 '19 Q3 '19 Q4 '19 FY 2019 Q1 '20 GAAP Results Revenue $0.07M $0.07M $0.25M $0.14M $0.53M $0.06M Gross Profit $0.07M $0.05M $0.05M $0.11M $0.28M $0.05M Operating Expense R&D $2.1 $2.1 $1.7 $1.8 $7.7 $2.1 G&A $1.3 $1.5 $1.2 $1.2 $5.2 $1.4 S&M $0.2 $0.2 $0.2 $0.2 $1.0 $0.2 Total Operating Expense $3.7M $3.8M $3.2M $3.2M $13.9M ($3.7M) Net Loss ($3.5M) ($3.6M) ($3.1M) ($3.0M) ($13.3M) ($3.6M) Loss Per Share ($0.24) ($0.24) ($0.19) ($0.18) ($0.84) ($0.22) Reconciliation between GAAP & Non-GAAP Net Loss (GAAP) ($3.5M) ($3.6M) ($3.1M) ($3.0M) ($13.3M) ($3.6M) Stock-Based Compensation $0.7M $0.8M $0.8M $0.6M $2.9M $0.6M Warrant Modification - - - - - $0.1M Other income (expense) ($0.1M) ($0.1M) ($0.1M) ($0.0M) ($0.3M) ($0.0M) Adjusted EBITDA (Non-GAAP)* ($2.9M) ($2.9M) ($2.4M) ($2.4M) ($10.7M) ($2.9M) *Adjusted EBITDA is a non-GAAP financial measure. A full reconciliation of GAAP and non-GAAP results is contained in our Q1 press release. Some totals reflect rounding.

 
 

Thank You 9