Form 8-K - Current report

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): November 1, 2023

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 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 ☐

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 November 1, 2023, Atomera Incorporated issued a press release announcing its financial results for the three and nine months ended September 30, 2023. 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 November 1, 2023 Atomera Incorporated
99.2	Investor presentation dated November 1, 2023 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: November 1, 2023	/s/ Francis B. Laurencio
	Francis B. Laurencio, Chief Financial Officer

Exhibit 99.1

Atomera Provides Third Quarter 2023 Results

LOS GATOS, Calif. – Nov. 1, 2023 – Atomera Incorporated (NASDAQ: ATOM), a semiconductor materials and technology licensing company, today provided a corporate update and announced financial results for the third quarter ended Sept. 30, 2023.

Recent Company Highlights

	·	MST’s benefits for DRAMs highlighted in new whitepaper on Atomera’s website
	·	Positive results with customers across all market segments
	·	Atomera announced as partner in the Southwest Advanced Prototyping Hub which was awarded $39.8 million from the CHIPS and Science Act

Management Commentary

“The benefits of MST, including to DRAM and advanced nodes, are becoming increasingly clear to the industry as evidenced by our good progress with customers and increased participation in a number of development ecosystem organizations this past quarter,” said Scott Bibaud, President and CEO. “Building on the recently announced catalyst of our traditional MST business, we believe these new markets provide an opportunity for robust TAM expansion for Atomera.”

Financial Results

The Company incurred a net loss of ($5.0) million, or ($0.20) per basic and diluted share in the third quarter of 2023, compared to a net loss of ($4.6) million, or ($0.20) per basic and diluted share, for the third quarter of 2022. Adjusted EBITDA (a non-GAAP financial measure) in the second quarter of 2023 was a loss of ($4.2) million compared to an adjusted EBITDA loss of ($3.7) million in the third quarter of 2022.

The Company had $20.4 million in cash, cash equivalents and short-term investments as of Sept. 30, 2023, compared to $21.2 million as of December 31, 2022.

The total number of shares outstanding was 25.8 million as of Sept 30, 2023.

Third Quarter 2023 Results Webinar

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

Date: Wednesday, Nov. 1, 2022

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 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 knowhow 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, 2023 and in our Quarterly Report on Form 10-Q filed today with the SEC. 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)

	September 30,			June 30,			December 31,
	2023			2023			2022
	(Unaudited)			(Unaudited)
ASSETS

Current assets:
Cash and cash equivalents	$	12,642		$	12,904		$	21,184
Short-term investments		7,747			10,931			–
Interest receivable		56			50			–
Prepaid expenses and other current assets		392			650			418
Total current assets		20,837			24,535			21,602

Property and equipment, net		129			135			158
Long-term prepaid maintenance and supplies		91			91			91
Security deposit		14			14			14
Operating lease right-of-use asset		574			631			700
Financing lease right-of-use-asset		3,184			3,583			4,164

Total assets	$	24,829		$	28,989		$	26,729

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Accounts payable	$	462		$	562		$	397
Accrued expenses		230			218			173
Accrued payroll related expenses		698			578			967
Current operating lease liability		262			259			245
Current financing lease liability		1,299			1,357			1,126
Total current liabilities		2,951			2,974			2,908

Long-term operating lease liability		348			400			521
Long-term financing lease liability		2,066			2,376			2,986

Total liabilities		5,365			5,750			6,415

Commitments and contingencies		–			–			–

Stockholders’ equity:
Preferred stock $0.001 par value, authorized 2,500 shares; none issued and outstanding as of September 30, 2023, June 30, 2023 and December 31, 2022		–			–			–
Common stock: $0.001 par value, authorized 47,500 shares; 25,804 shares issued and 25,784 outstanding as of September 30, 2023; 25,770 shares issued and outstanding as of June 30, 2023; 23,973 shares issued and outstanding as of December 31, 2022		26			26			24
Additional paid-in capital		217,946			216,681			203,585
Other comprehensive income(loss)		(3	)		(2	)		–
Accumulated deficit		(198,505	)		(193,466	)		(183,295	)
Total stockholders’ equity		19,464			23,239			20,314
Total liabilities and stockholders’ equity	$	24,829		$	28,989		$	26,729

Atomera Incorporated

Condensed Statements of Operations

(Unaudited)

(in thousands, except per share data)

	Three Months Ended									Nine Months Ended
	September 30,			June 30,			September 30,			September 30,
	2023			2023			2022			2023			2022
Revenue	$	–		$	–		$	2		$	–		$	377
Cost of revenue		–			–			–			–			(81	)
Gross margin		–			–			2			–			296

Operating expenses
Research and development		3,305			3,192			2,743			9,533			7,515
General and administrative		1,683			1,775			1,567			5,200			4,882
Selling and marketing		365			393			347			1,147			1,019
Total operating expenses		5,353			5,360			4,657			15,880			13,416

Loss from operations		(5,353	)		(5,360	)		(4,655	)		(15,880	)		(13,120	)

Other income (expense)
Interest income		177			152			113			528			151
Accretion income		112			107			–			221			–
Interest expense		(47	)		(51	)		(60	)		(151	)		(200	)
Other income (expense), net		72			–			72			–
Total other income (expense), net		314			208			53			670			(49	)

Net loss	$	(5,039	)	$	(5,152	)	$	(4,602	)	$	(15,210	)	$	(13,169	)

Net loss per common share, basic and diluted	$	(0.20	)	$	(0.21	)	$	(0.20	)	$	(0.62	)	$	(0.57	)

Weighted average number of common shares outstanding, basic and diluted		25,255			24,677			23,294			24,536			23,029

Atomera Incorporated

Reconciliation to Non-GAAP EBITDA

(Unaudited)

	Three Months Ended									Nine Months Ended
	September 30,			June 30,			September 30,			September 30,
	2023			2023			2022			2023			2022
Net loss (GAAP)	$	(5,039	)	$	(5,152	)	$	(4,602	)	$	(15,210	)	$	(13,169	)
Depreciation and amortization		20			20			19			60			58
Stock-based compensation		1,041			1,030			889			2,998			2,474
Interest income		(177	)		(152	)		(113	)		(528	)		(151	)
Accretion income		(112	)		(107	)		–			(221	)		–
Interest expense		47			51			60			151			200
Other (income) expense, net		(72	)		–			–			(72	)		–
Net loss non-GAAP EBITDA	$	(4,292	)	$	(4,310	)	$	(3,747	)	$	(12,822	)	$	(10,588	)

Investor Contact:

Bishop IR

Mike Bishop

(415) 894-9633

investor@atomera.com

Exhibit 99.2

Q32 2023 Conference Call November 1, 2023 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, 2023 (the “Annual Report ”) Quarterly Report on Form 10 - Q filed with the SEC on November 1, 2023. 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 sh ould 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

Customer Pipeline 4 • 20 customers, 26 engagements • Working with 50% of the world’s top semiconductor makers* • 10 of the top 20 (IC Insights, McClean Report 2022) ^ End of year engagement count Atomera Incorporated v Customer Wafer Manufacturing Atomera MST ® Deposition Customer MST ® Deposition Phase 1 . Planning 2 . Setup 3 . Integration 4 . Installation 5 . Qualification 6 . Production

Chip Designs Start Productization cycle Atomera Incorporated 5 Freeze PDK (Process Design Kit) Silicon Validation Wafers manufactured with MST Process development with TCAD Process Qualification Volume Production Chip Designs Start Chip Designs Start Chip Designs MST Installation

MST technology focus areas Atomera 6 MST for Advanced Nodes MST for RF - SOI MST - SP, SPX MST for DRAM

Financial Review Atomera Incorporated 7 Income Statement ($ in thousands, except per-share data) September 30, 2023 June 30, 2023 September 30, 2022 REVENUE -$ -$ 2$ Gross Profit - - 2 OPERATING EXPENSES Research & Development 3,305 3,192 2,743 General and Administration 1,683 1,775 1,567 Selling and Marketing 365 393 347 TOTAL OPERATING EXPENSES 5,353 5,360 4,657 OPERATING LOSS (5,353) (5,360) (4,655) Other Income (Expense) 314 208 53 NET LOSS (5,039)$ (5,152)$ (4,602)$ Net Loss Per Share (0.20)$ (0.21)$ (0.20)$ Weighted average shares outstanding 25,255 24,677 23,294 ADJUSTED EBITDA (NON-GAAP) (4,292)$ (4,310)$ (3,747)$ ADJUSTED EBITDA PER SHARE (0.17)$ (0.17)$ (0.16)$ Balance Sheet Information Cash, equivalents & ST investments 20,389$ 23,835$ 23,287$ Debt - - - Three Months Ended

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

Cover	Nov. 01, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 01, 2023
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