ATOM Atomera Incorporated

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): July 30, 2024

 

 

ATOMERA INCORPORATED

(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 July 30, 2024, Atomera Incorporated issued a press release announcing its financial results for the three and six months ended June 30, 2024. 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 July 30, 2024 Atomera Incorporated
99.2	Investor presentation dated July 30, 2024 Atomera Incorporated
104	Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101).

 

 

 

 

 

 

 

 

 

 

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
Dated: July 30, 2024	/s/ Francis B. Laurencio
	Francis B. Laurencio, Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 99.1

 

 

 

Atomera Provides Second Quarter 2024 Results

 

LOS GATOS, Calif. July 30, 2024 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, 2024.

 

Recent Company Highlights

 

	·	Announced the availability of an MST® RFSOI wafer substrates solution for leading-edge cellular communication products
	·	Added a new VP of Marketing and Business Development, Shawn Thomas
	·	Submitted first proposal under the Chips and Sciences Act

 

Management Commentary

 

“Atomera continues to make good progress in technology development and commercial proposals across our targeted market segments, and with our lead customer on the path to production,” said Scott Bibaud, President and CEO. “With the recent addition of our strong new leadership in business development, we expect to convert these opportunities and others into license revenue for the company.”

 

Financial Results

 

The Company incurred a net loss of ($4.4) million, or ($0.16) per basic and diluted share in the second quarter of 2024, compared to a net loss of ($5.2) million, or ($0.21) per basic and diluted share, for the second quarter of 2023. Adjusted EBITDA (a non-GAAP financial measure) in the second quarter of 2024 was a loss of ($3.6) million compared to an adjusted EBITDA loss of ($4.3) million in the second quarter of 2023.

 

The Company had $18.3 million in cash, cash equivalents and short-term investments as of June 30, 2024, compared to $19.5 million as of December 31, 2023.

 

The total number of shares outstanding was 27.6 million as of June 30, 2024.

 

Second Quarter 2024 Results Webinar

 

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

Date: Tuesday, July 30, 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 and we have not yet commenced principal revenue producing operations, thus subjecting us to all of the risks inherent in an early-stage enterprise; (2) the risk that STMicroelectronics does not proceed with qualification of MST in its manufacturing process or does not take MST-enabled products to market, (3) risks related to our ability to successfully complete the milestones in our joint development agreements or, even if successfully completed, to reach a commercial distribution license with our JDA customers; (4) risks related to our ability to advance licensing arrangements with our integration licensees to royalty-based manufacturing and distribution licenses or our ability to add other licensees; (5) 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; (6) our ability to protect our proprietary technology, trade secrets and know-how and (7) 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, 2024. 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,				March 31,				December 31,
		2024				2024				2023
			(Unaudited)				(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents		$	14,484			$	14,806			$	12,591
Short-term investments			3,804				4,458				6,940
Accounts receivable			6				–				–
Unbilled contracts receivable			–				–				550
Interest receivable			74				73				79
Prepaid expenses and other current assets			578				328				244
Total current assets			18,946				19,665				20,404
Property and equipment, net			75				83				100
Long-term prepaid maintenance and supplies			91				91				91
Security deposit			14				14				14
Operating lease right-of-use asset			401				459				517
Financing lease right-of-use-asset			2,341				2,622				2,903
Total assets		$	21,868			$	22,934			$	24,029
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	646			$	601			$	618
Accrued expenses			249				210				222
Accrued payroll related expenses			594				454				1,382
Current operating lease liability			256				263				264
Current financing lease liability			1,386				1,357				1,328
Deferred revenue			13				17				–
Total current liabilities			3,144				2,902				3,814
Long-term operating lease liability			137				194				295
Long-term financing lease liability			1,108				1,431				1,750
Total liabilities			4,389				4,527				5,859
Commitments and contingencies
Stockholders’ equity:
Preferred stock $0.001 par value, authorized 2,500 shares; none issued and outstanding as of June 30, 2024, March 31, 2024 and December 31, 2023			–				–				–
Common stock: $0.001 par value, authorized 47,500 shares;  27,622 shares issued and 27,610 outstanding as of June 30, 2024; 26,905 shares issued and 26,885 outstanding as of March 31, 2024; and 26,107 shares issued and outstanding as of December 31, 2023			28				27				26
Additional paid-in capital			229,726				226,288				221,229
Other comprehensive income(loss)			(7	)			(1	)			–
Accumulated deficit			(212,268	)			(207,907	)			(203,085	)
Total stockholders’ equity			17,479				18,407				18,170
Total liabilities and stockholders’ equity		$	21,868			$	22,934			$	24,029

 

 

 

 

Atomera Incorporated

Condensed Statements of Operations

(Unaudited)

(in thousands, except per share data)

 

		Three Months Ended												Six Months Ended
		June 30,				March 31,				June 30,				June 30,
		2024				2024				2023				2024				2023
Revenue		$	72			$	18			$	–			$	90			$	–
Cost of revenue			(74	)			(33	)			–				(107	)			–
Gross margin			(2	)			(15	)			–				(17	)			–
Operating expenses
Research and development			2,589				2,858				3,192				5,447				6,228
General and administrative			1,832				1,811				1,775				3,643				3,517
Selling and marketing			207				350				393				557				782
Total operating expenses			4,628				5,019				5,360				9,647				10,527
Loss from operations			(4,630	)			(5,034	)			(5,360	)			(9,664	)			(10,527	)
Other income (expense)
Interest income			185				205				152				390				351
Accretion income			47				46				107				93				109
Interest expense			(35	)			(39	)			(51	)			(74	)			(104	)
Other income, net			72				–				–				72				–
Total other income (expense), net			269				212				208				481				356
Net loss		$	(4,361	)		$	(4,822	)		$	(5,152	)		$	(9,183	)		$	(10,171	)
Net loss per common share, basic and diluted		$	(0.16	)		$	(0.19	)		$	(0.21	)		$	(0.35	)		$	(0.42	)
Weighted average number of common shares outstanding, basic and diluted			26,467				26,038				24,677				26,253				24,171

 

 

 

 

Atomera Incorporated

Reconciliation to Non-GAAP EBITDA

(Unaudited)

 

		Three Months Ended												Six Months Ended
		June 30,				March 31,				June 30,				June 30,
		2024				2024				2023				2024				2023
Net loss (GAAP)		$	(4,361	)		$	(4,822	)		$	(5,152	)		$	(9,183	)		$	(10,171	)
Depreciation and amortization			13				17				20				30				40
Stock-based compensation			987				1,024				1,030				2,011				1,957
Interest income			(185	)			(205	)			(152	)			(390	)			(351	)
Accretion income			(47	)			(46	)			(107	)			(93	)			(109	)
Interest expense			35				39				51				74				104
Other income, net			(72	)			–				–				(72	)			–
Net loss non-GAAP EBITDA		$	(3,630	)		$	(3,993	)		$	(4,310	)		$	(7,623	)		$	(8,530	)

 

 

 

 

Investor Contact:

Bishop IR

Mike Bishop

(415) 894-9633

investor@atomera.com

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 99.2

Q2 2024 Conference Call July 30, 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, 2024 (the “Annual Report ”). 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 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

MST technology focus areas Atomera 4 MST for Advanced Nodes MST for RF - SOI MST for Power SP, SPX MST for DRAM

Customer Pipeline 5 • 20 customers, 26 engagements • Working with 50% of the world’s top semiconductor makers* • 10 of the top 20 (IC Insights, McClean Report 2023) 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

MST - SPX ► Atomera introduced MST - SP in 2022 ▪ Market leading 5V R sp vs BV dss performance ▪ Allows higher efficiency, smaller size ► MST - SPX targets 5 - 48V ▪ Area of highest customer interest ► MST achieves best in class performance ▪ MST - SPX beat all published results ▪ Simulations predict up to 20% improvement • Customers have simulated higher levels ► Provides clear economic benefit to customers Atomera 6

Financial Review Atomera Incorporated 7

We collaborate with customers to improve their products, through integration of MST, so that both companies benefit financially Mission Statement Atomera Incorporated 8

Thank You Atomera Incorporated 9

v3.24.2

Cover	Jul. 30, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 30, 2024
Entity File Number	001-37850
Entity Registrant Name	ATOMERA INCORPORATED
Entity Central Index Key	0001420520
Entity Tax Identification Number	30-0509586
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	750 University Avenue
Entity Address, Address Line Two	Suite 280
Entity Address, City or Town	Los Gatos
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95032
City Area Code	(408)
Local Phone Number	442-5248
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock: Par value $0.001
Trading Symbol	ATOM
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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