0001420520 false 0001420520 2021-08-03 2021-08-03 iso4217:USD xbrli:shares iso4217:USD xbrli:shares











Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of report (Date of earliest event reported): August 3, 2021





(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 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 August 3, 2021, Atomera Incorporated issued a press release announcing its financial results for the three and six months ended June 30, 2021. 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 August 3, 2021 Atomera Incorporated
99.2 Investor presentation dated August 3, 2021 Atomera Incorporated
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)












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: August 3, 2021 /s/ Francis B. Laurencio  
  Francis B. Laurencio, Chief Financial Officer  










Exhibit 99.1




Atomera Provides Second Quarter 2021 Results


LOS GATOS, Calif. Aug. 3, 2021 Atomera Incorporated (NASDAQ: ATOM), a semiconductor materials and technology licensing company, today provided a corporate update and announced financial results for the second quarter ended June 30, 2021.


· Appointed two new senior executives to lead engineering and marketing/business development.
· Released a white paper showing how MST helps solve industry problems at the most advanced production nodes.


Management Commentary


“In Q2 Atomera made strong progress in our More-than-Moore focused technologies including MST-SP and RF-SOI while also detailing how MST can be used in the newest production nodes under development today,” said Scott Bibaud, President and CEO. “We are also excited to welcome Jeff Lewis, a seasoned semiconductor executive as our new SVP of Business Development who we believe will help us to accelerate our products to market over a wider set of customers.”


Financial Results


The Company incurred a net loss of ($3.7) million, or ($0.17) per basic and diluted share in the second quarter of 2021, compared to a net loss of ($3.8) million, or ($0.21) per basic and diluted share, for the second quarter of 2020. Adjusted EBITDA (a non-GAAP financial measure) in the second quarter of 2021 was a loss of ($2.9) million compared to an adjusted EBITDA loss of ($3.0) million in the second quarter of 2020.


The Company had $34.3 million in cash and cash equivalents as of June 30, 2021, compared to $37.9 million as of December 31, 2020.


The total number of shares outstanding was 23.1 million as of June 30, 2021.


Second Quarter 2021 Results Webinar


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

Date: Tuesday, Aug. 3, 2021

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 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 our ability to successfully complete the milestones in our joint development agreement or, even if successfully completed, to reach a commercial distribution license with our JDA customer; (3) risks related to our ability to advance the licensing arrangements with our initial integration licensees, Asahi Kasei Microdevices, ST Microelectronics and our fabless licensee, to royalty-based manufacturing and distribution licenses or our ability to add other licensees; (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 19, 2021. 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)


    June 30,     December 31,  
    2021     2020  
Current assets:                
Cash and cash equivalents   $ 34,341     $ 37,942  
Prepaid expenses and other current assets     659       132  
Total current assets     35,000       38,074  
Property and equipment, net     206       153  
Operating lease right-of-use asset     998       705  
Long-term prepaid rent     450       450  
Security deposit     14       13  
Total assets   $ 36,668     $ 39,395  
Current liabilities:                
Accounts payable   $ 411     $ 442  
Accrued expenses     184       211  
Accrued payroll related expenses     322       705  
Current operating lease liability     213       90  
Total current liabilities     1,130       1,448  
Long term operating lease liability     849       602  
Total liabilities     1,979       2,050  
Commitments and contingencies                
Stockholders’ equity:                
Preferred stock $0.001 par value, authorized 2,500 shares; none issued and outstanding at June 30, 2021 and December 31, 2020            
Common stock: $0.001 par value, authorized 47,500 shares; 23,104 and 22,375 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively;     23       22  
Additional paid-in capital     192,152       187,463  
Accumulated deficit     (157,486 )     (150,140 )
Total stockholders’ equity     34,689       37,345  
Total liabilities and stockholders’ equity   $ 36,668     $ 39,395  






Atomera Incorporated

Condensed Statements of Operations


(in thousands, except per share data)



Three Months Ended

June 30,


Six Months Ended

June 30,

    2021     2020     2021     2020  
Revenue   $     $     $ 400     $ 62  
Cost of revenue                       (13 )
    $     $     $ 400     $ 49  
Operating expenses                                
Research and development     2,069       2,086       4,298       4,148  
General and administrative     1,506       1,480       3,019       2,925  
Selling and marketing     137       215       403       440  
Total operating expenses     3,712       3,781       7,720       7,513  
Loss from operations     (3,712 )     (3,781 )     (7,320 )     (7,464 )
Other income                                
Interest income     3       2       5       40  
Total other income     3       2       5       40  
Net loss before income taxes     (3,709 )     (3,779 )     (7,315 )     (7,424 )
Provision for income taxes     17             31        
Net loss   $ (3,726 )     (3,779 )   $ (7,346 )     (7,424 )
Net loss per common share, basic and diluted   $ (0.17 )     (0.21 )   $ (0.33 )     (0.43 )
Weighted average number of common shares outstanding, basic and diluted     22,492       17,975       22,292       17,367  



Atomera Incorporated

Reconciliation to Non- GAAP EBITDA




Three Months Ended

June 30,


Six Months Ended

June 30,

    2021     2020     2021     2020  
:Net loss (GAAP)   $ (3,726 )   $ (3,779 )   $ (7,346 )   $ (7,424 )
Add (subtract) the following items                                
Interest income     (3 )     (2 )     (5 )     (40 )
Provision for income taxes     17             31        
Depreciation and amortization     13       11       26       21  
Warrant modification                       139  
Stock-based compensation     847       766       1,578       1,395  
Adjusted EBITDA (non-GAAP)   $ (2,852 )   $ (3,004 )     (5,716 )     (5,909 )


Investor Contact:

Bishop IR

Mike Bishop

(415) 894-9633






Exhibit 99.2



Q2 2021 Conference Call August 2, 2021 Atomera 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 19, 2021. 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 achieve d 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 ar e reaffirming or confirming any of the information contained herein. Atomera 2


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


Customer Pipeline Atomera 4 • 19 customers, 25 engagements • Working with 50% of the world’s top semiconductor makers* * At least 10 of the top 20 (IC Insights, McClean Report 2021) 0 3 6 9 12 15 18 21 24 27 Number of Customer Engagements Phase 1 Phase 2 Phase 3 Phase 4


Atomera MSTcad Œ ► Leading semiconductor companies use TCAD to model manufacturing processes ▪ MSTcad is an add - on for MST ► MSTcad can speeds up the time needed to evaluate multiple MST integration options ► Lowers cost of MST evaluation ► Speeds time to successful wafer runs ► Fewer wafer runs lead to faster production Atomera 5


Customer Engagement Model Atomera 6 Customer Wafer Manufacturing Atomera MST ® Deposition 2. Setup Customer MST ® Deposition 3. Integration 4. Installation 5. Qualification 6. Production 1. Planning Phase Standard customer engagement


Customer Engagement Model Atomera 7 Customer Wafer Manufacturing Atomera MST ® Deposition Setup Customer MST ® Deposition Integration Installation Qualification Production Planning Phase Standard customer engagement Atomera MST ® Deposition Setup Customer MST ® Deposition Integration Installation & Integration Qualification Production Planning Phase Joint development engagement


Customer Engagement Model Atomera 8 Customer Wafer Manufacturing Atomera MST ® Deposition Setup Customer MST ® Deposition Integration Installation Qualification Production Planning Phase Standard customer engagement Setup Customer MST ® Deposition Installation & Integration Qualification Production Planning Phase Current joint development Integration Product line 1 Product line 2 Product line 3 Atomera MST ® Deposition


MST technology focus areas Atomera 9 MST for Advanced Nodes MST for RF - SOI MST - SP


Financial Review Atomera 10 Q2 '20 Q3 '20 Q4 '20 Q1 '21 Q2 '21 GAAP Results Revenue -$ -$ -$ $0.4M -$ Gross Profit -$ -$ -$ $0.4M -$ Operating Expense R&D $2.1M $2.0M $2.2M $2.2M $2.1M G&A $1.5M $1.3M $1.4M $1.5 $1.5M S&M $0.2M $0.2M $0.3M $0.3M $0.1M Total Operating Expense $3.8M $3.6M $3.9M $4.0M $3.7M Net Loss ($3.8M) ($3.6M) ($3.9M) ($3.6M) ($3.7M) Loss Per Share ($0.21) ($0.19) ($0.19) ($0.16) ($0.17) Reconciliation between GAAP & Non-GAAP Net Loss (GAAP) ($3.8M) ($3.6M) ($3.9M) ($3.6M) ($3.7M) Stock-Based Compensation $0.8M $0.8M $0.8M $0.7M $0.8M Warrant Modification - - - - - Other income (expense) - - - - - Adjusted EBITDA (Non-GAAP)* ($3.0M) ($2.7M) ($3.0M) ($2.9M) ($2.9M) *Adjusted EBITDA is a non-GAAP financial measure. A full reconciliation of GAAP and non-GAAP results is contained in our Q2 press release.


We collaborate with customers to improve their products, through integration of MST, so that both companies benefit financially Mission Statement Atomera 11


Thank You Atomera 12