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2021-08-03
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):
August 3, 2021
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 of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock: Par value $0.001
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ATOM
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NASDAQ Global Market
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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 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.
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:
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.
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ATOMERA INCORPORATED
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Dated: August 3, 2021
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/s/ Francis B. Laurencio
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Francis B. Laurencio, Chief Financial Officer
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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.
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·
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Appointed two new senior executives
to lead engineering and marketing/business development.
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·
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Released a white paper showing how
MST helps solve industry problems at the most advanced production nodes.
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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)
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June 30,
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December 31,
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2021
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2020
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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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34,341
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$
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37,942
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Prepaid expenses and other current assets
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659
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|
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132
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Total current assets
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|
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35,000
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38,074
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|
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Property and equipment, net
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206
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153
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Operating lease right-of-use asset
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998
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705
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Long-term prepaid rent
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|
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450
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|
|
450
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Security deposit
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|
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14
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|
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13
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|
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Total assets
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$
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36,668
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$
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39,395
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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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411
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$
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442
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Accrued expenses
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|
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184
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|
|
|
211
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Accrued payroll related expenses
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|
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322
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|
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705
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Current operating lease liability
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|
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213
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|
|
90
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Total current liabilities
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|
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1,130
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|
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1,448
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Long term operating lease liability
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|
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849
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602
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Total liabilities
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1,979
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2,050
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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 June 30, 2021 and December 31, 2020
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–
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–
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Common stock: $0.001 par value, authorized 47,500 shares; 23,104 and 22,375 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively;
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23
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22
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Additional paid-in capital
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192,152
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187,463
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Accumulated deficit
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(157,486
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)
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(150,140
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)
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Total stockholders’ equity
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34,689
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37,345
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|
|
|
|
|
|
|
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Total liabilities and stockholders’ equity
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$
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36,668
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$
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39,395
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Atomera Incorporated
Condensed Statements of Operations
(Unaudited)
(in thousands, except per share data)
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Three Months Ended
June 30,
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Six Months Ended
June 30,
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2021
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2020
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2021
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2020
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Revenue
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$
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–
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|
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$
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–
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$
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400
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|
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$
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62
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|
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Cost of revenue
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|
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–
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|
|
|
–
|
|
|
|
–
|
|
|
|
(13
|
)
|
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
400
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|
|
$
|
49
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Operating expenses
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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Research and development
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2,069
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|
|
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2,086
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|
|
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4,298
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|
|
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4,148
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General and administrative
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1,506
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1,480
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3,019
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|
|
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2,925
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Selling and marketing
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137
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|
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215
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403
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|
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440
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Total operating expenses
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3,712
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3,781
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|
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7,720
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7,513
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|
|
|
|
|
|
|
|
|
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|
|
|
|
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Loss from operations
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|
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(3,712
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)
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|
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(3,781
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)
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|
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(7,320
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)
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|
|
(7,464
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)
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|
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|
|
|
|
|
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|
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|
|
|
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Other income
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|
|
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|
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Interest income
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|
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3
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2
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5
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40
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Total other income
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3
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2
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5
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40
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Net loss before income taxes
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(3,709
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)
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(3,779
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)
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(7,315
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)
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|
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(7,424
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)
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Provision for income taxes
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|
|
17
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|
|
|
–
|
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31
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|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Net loss
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$
|
(3,726
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)
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|
|
(3,779
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)
|
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$
|
(7,346
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)
|
|
|
(7,424
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)
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Net loss per common share, basic and diluted
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$
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(0.17
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)
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|
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(0.21
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)
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$
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(0.33
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)
|
|
|
(0.43
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)
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Weighted average number of common shares outstanding, basic and diluted
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|
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22,492
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17,975
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22,292
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|
|
|
17,367
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|
Atomera Incorporated
Reconciliation to Non- GAAP EBITDA
(Unaudited)
|
|
|
Three Months Ended
June 30,
|
|
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Six Months Ended
June 30,
|
|
|
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
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2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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:Net loss (GAAP)
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|
$
|
(3,726
|
)
|
|
$
|
(3,779
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)
|
|
$
|
(7,346
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)
|
|
$
|
(7,424
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)
|
|
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
investor@atomera.com
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