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): March 7, 2017

 

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))

 

 

 

 

 

     
 

 

 

Item 2.02 Results of Operations and Financial Condition

 

On March 7, 2017, Atomera Incorporated issued a press release announcing its financial results for the three and twelve months ended December 31, 2016. We also conducted an earnings call over which we 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 exhibit 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 March 7, 2017 Atomera Incorporated

99.2         Investor presentation March 7, 2017 Atomera Incorporated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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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.

 

 

  ATOMERA INCORPORATED
   
March 7, 2017 By:  /s/ Francis B. Laurencio
    Francis B. Laurencio,
    Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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EXHIBIT INDEX

 

 

 

Exhibit No. Description
   
99.1 Press release dated March 7, 2017 Atomera Incorporated
99.2 Investor presentation March 7, 2017 Atomera Incorporated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Exhibit 99.1

 

Atomera Incorporated Provides Fourth Quarter and Year-End Update

 

LOS GATOS, CA 03/07/17 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 fourth quarter and fiscal year ended December 31, 2016.

 

Fourth Quarter Highlights

 

· Signed evaluation agreement with one new top-tier integrated device manufacturer and entered into the engagement and planning phase with four new prospective customers. Atomera’s three earliest potential customers continue evaluation of MST ® .

 

· Announced a collaboration with Synopsys, Inc., a leading provider of Technology Computer-Aided Design (TCAD) software tools, to integrate MST ® into their Sentaurus TCAD models. This collaboration enables companies to model the integration of MST ® into their semiconductor process which should shorten the time to adoption of Atomera’s technology.

 

· Announced an R&D service agreement with specialty foundry TSI Semiconductors, enabling the Company to run internal wafer experiments resulting in significantly faster cycle times for developing MST ® films and integrating them with new customers.

 

Management Commentary

 

“We are extremely pleased with our progress in 2016,” commented Scott Bibaud, President and CEO. “Our level of customer activity has never been stronger or broader than it is currently. We are now in various phases of engagement with over 30% of the top semiconductor companies in the world. During the last quarter, we have taken major steps toward accelerating our internal MST ® development, shortening customer evaluation time for our revolutionary technology, and our very strong cash position affords us runway to continue investing in our technology and developing our business for the long term,” added Mr. Bibaud.

 

Fourth Quarter and Year-End Financial Results

 

During the fourth quarter of 2016, the Company incurred a net loss of $3.4 million, or ($0.28) per share, compared to a net loss of $4.1 million, or ($3.08) per share, for the fourth quarter of 2015. Adjusted EBITDA (a non-GAAP financial measure) in the fourth quarter of 2016 was a loss of $2.1 million compared to an adjusted EBITDA loss of $1.4 million in the fourth quarter of 2015.

 

Net loss for the year ended December 31, 2016 was $12.6 million, or ($2.22) per share, compared to a net loss of $9.5 million, or ($7.55) per share in the year ended December 31, 2015. Adjusted EBITDA for the year ended December 31, 2016 was a loss of $7.5 million compared to an adjusted EBITDA loss of $5.1 million in 2015.

 

The Company had $26.7 million in cash and cash equivalents as of December 31, 2016, compared to $3.2 million as of December 31, 2015.

 

The total number of shares outstanding was 12,024,564 as of December 31, 2016.

 

 

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2016 Year-End and Fourth Quarter Conference Call and Webcast

 

Atomera will host a conference call to discuss its financial results and recent progress. Date: Tuesday, March 7, 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 March 14, 2017; 855-859-2056 (domestic); +1(404) 537-3406 (international); passcode 65012959.

 

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 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 pre-revenue 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 know-how, and (4) those other risks disclosed in the section “Risk Factors” included in our final prospectus dated August 5, 2016 filed with the SEC on August 8, 2016. 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.

 

 

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Atomera Incorporated

Condensed Balance Sheets

(in thousands)

 

    December 31,  
    2016     2015  
ASSETS                
                 
Current Assets:                
Cash and cash equivalents   $ 26,718     $ 3,197  
Restricted investment     –       15  
Prepaid expenses and other current assets     96       48  
Total current assets     26,814       3,260  
                 
Property and equipment, net     28       15  
Deferred offering costs     –       145  
Security deposit     37       –  
                 
Total assets   $ 26,879     $ 3,420  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)                
                 
Current liabilities:                
Accounts payable   $ 353     $ 301  
Accrued expenses     168       131  
Accrued payroll related expenses     510       14  
Senior secured convertible promissory notes payable, net     –       16,095  
                 
Total liabilities     1,031       16,541  
                 
Commitments and contingencies     –       –  
                 
Stockholders’ equity (deficiency):                
Preferred stock, $0.001 par value, authorized 2,500 shares; none issued and outstanding at December 31, 2016 and 2015     –       –  
Common stock, $0.001 par value, authorized 47,500 shares; 12,025 shares issued and outstanding at December 31, 2016 and 1,617 issued and outstanding as of December 31, 2015     12       2  
Additional paid-in capital     121,833       70,452  
Subscription receivable     –       (188 )
Accumulated deficit     (95,997 )     (83,387 )
Total stockholders’ equity (deficiency)     25,848       (13,121 )
                 
Total liabilities and stockholders’ deficit   $ 26,879     $ 3,420  

 

  

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Atomera Incorporated

Condensed Statements of Operations

(in thousands, except per share data)

 

   

Three Months ended

December 31, (unaudited)

   

Twelve Months ended

December 31,

 
    2016     2015     2016     2015  
Operating Expenses:                                
Research and development   $ 1,236     $ 492     $ 3,993     $ 2,022  
General and administrative     1,736       960       5,105       3,441  
Selling and marketing     462       18       901       36  
Total operating expenses   $ 3,434     $ 1,470     $ 9,999     $ 5,499  
                                 
Loss from operations     (3,434 )     (1,470 )     (9,999 )     (5,499 )
                                 
Other income/(expense):                                
Interest income     21       –       29       5  
Interest expense     –       (567 )     (2,640 )     (1,930 )
Loss on settlement of options and warrants     –       (2,089 )     –       (2,089 )
Total other expense, net     21       (2,656 )     (2,611 )     (4,014 )
                                 
Net loss:   $ (3,413 )   $ (4,126 )   $ (12,610 )   $ (9,513 )
                                 
Net loss per common share, basic and diluted   $ (0.28 )   $ (3.08 )   $ (2.22 )   $ (7.55 )
                                 
Weighted average number of common shares outstanding, basic and diluted     12,025       1,338       5,682       1,260  

 

 

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Atomera Incorporated

Reconciliation to Non-GAAP Adjusted EBITDA

(Unaudited)

(in thousands)

 

   

Three Months ended

December 31,

   

Twelve Months ended

December 31,

 
    2016     2015     2016     2015  
Net loss (GAAP):   $ (3,413 )   $ (4,126 )   $ (12,610 )   $ (9,513 )
Add (subtract) the following items:                                
Interest income     (21 )     –       (29 )     (5 )
Interest expense     –       567       2,640       1,930  
Depreciation and amortization     5       3       15       10  
Loss on settlement of options & warrants     –       2,089       –       2,089  
Stock-based compensation     1,328       57       2,468       431  
Adjusted EBITDA (non-GAAP)   $ (2,101 )   $ (1,410 )   $ (7,516 )   $ (5,058 )

 

 

 

 

 

 

 

 

 

 

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Exhibit 99.2

 

 

Q4 2016 Conference Call March 7, 2017

     
 

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,” “w ould,” “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 final prospectus dated August 5, 2016 filed with the SEC on Au gus t 8, 2016 (the “IPO Prospectus”). 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 thos e 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 IPO Prospectus and its Quarterly Report on Form 10Q for the quarter ended September 30, 2016, include more information about factors that could affect the Company’s operating and financial results. We assume no obligati on 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 conta ine d herein. 2 2

     
 

Customer Engagement Phases 3 3

     
 

Customer Progress At IPO: • 3 customers in evaluation 4 4

     
 

Customer Progress Q3 Earnings: • 2 new NDA’s • 1 customer in planning phase • 3 customers in evaluation • Customer interest increasing 5 5

     
 

Customer Progress Q4 Earnings: • 5 new NDA’s • 4 customers in planning phase • 1 new evaluation agreement • Entered into setup phase • 3 customers in evaluation • Time from interest to engagement improving Now engaged with 30% of the world’s top semiconductor makers* * source: 2017 McClean Report - Top 20 semiconductor sales leaders 6 6

     
 

1 2 Faster Results Readily Available Improves learning cycles to 15 - 20 per year from 1 - 3 per year 3 Shortening Time to Revenue EPI tool availability allows for uninterrupted customer activity and product improvements Simulation Confidence Reduces time and cost for customer process integration 7 7

     
 

Market Segment Strategies Leading Analog Mainstream Leading Planar 3D Analog, PMIC, RF IoT , RF, Automotive DRAM; Digital Processors FinFET , Nanowire Big Players: TSMC, TI, NXP, ST Micro Challenges Difficult to find new options for cost, performance, power improvements Atomera solutions MST can lower die cost while improving other parameters Big Players: TSMC, UMC, SMIC, Global Foundries Challenges Factories need to run at full capacity, but traditional redesign benefits happen during shrinks Atomera solutions MST allows fabs life extension by improving performance within node Big Players: TSMC, GF, Samsung, Hynix, Micron Challenges Alternatives to planar transistors are both expensive and can affect product performance Atomera solutions MST provides a low cost alternative to extend planar life Big Players: Intel, TSMC, Samsung, GF Challenges FinFET cost, variability, manufacturability. Looking at exotic material solutions Atomera solutions MST is a low risk, silicon based technology that provides multiple benefits 180nm 130nm 90nm 65nm 40nm 28nm 16nm 14nm 10nm 7nm 5nm 8 8

     
 

1 Leading Analog Mainstream Leading Planar 3D Analog, PMIC, RF IoT , RF, Automotive DRAM; Digital Processors FinFET , Nanowire Engagement Phase x Market Segment & Customer Engagement Status 180nm 130nm 90nm 65nm 40nm 28nm 16nm 14nm 10nm 7nm 5nm x x 2 3 4 5 6 x x x 9 9

     
 

Financials 10