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): October 29, 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 October 29, 2024, Atomera Incorporated issued a press release announcing its financial results for the three and nine months ended September 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 October 29, 2024 Atomera Incorporated
99.2	Investor presentation dated October 29, 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: October 29, 2024	/s/ Francis B. Laurencio
	Francis B. Laurencio, Chief Financial Officer

Exhibit 99.1

Atomera Provides Third Quarter 2024 Results

LOS GATOS, Calif. Oct. 29, 2024 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, 2024.

Recent Company Highlights

	·	Announced a collaboration with the Center for Integrated Nanotechnologies (CINT) at Sandia National Laboratories to validate MST’s ability to address GaN manufacturing challenges
	·	Presented on the advantages of using MST in multiple applications at PRiME 2024

Management Commentary

“Our recent collaboration with Sandia National Laboratories CINT highlights the expanding opportunities for Atomera in the power segment of the semiconductor industry to supplement the strong progress we’ve made with our lead customer in this area,” said Scott Bibaud, President and CEO. “We are optimistic about accelerating engagements in our other segments which we believe will lead to the announcement of licenses and JDAs with more customers in the near term.”

Financial Results

The Company incurred a net loss of ($4.6) million, or ($0.17) per basic and diluted share in the third quarter of 2024, compared to a net loss of ($5.0) million, or ($0.20) per basic and diluted share, for the third quarter of 2023. Adjusted EBITDA (a non-GAAP financial measure) in the third quarter of 2024 was a loss of ($3.9) million compared to an adjusted EBITDA loss of ($4.3) million in the third quarter of 2023.

The Company had $17.3 million in cash, cash equivalents and short-term investments as of Sept. 30, 2024, compared to $19.5 million as of December 31, 2023.

The total number of shares outstanding was 28.3 million as of September 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, Oct. 29, 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 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, 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)

	September 30,			June 30,			December 31,
	2024			2024			2023
	(Unaudited)			(Unaudited)
ASSETS

Current assets:
Cash and cash equivalents	$	13,757			14,484		$	12,591
Short-term investments		3,585			3,804			6,940
Accounts receivable		6			6			–
Unbilled contracts receivable		–			–			550
Interest receivable		56			74			79
Prepaid expenses and other current assets		388			578			244
Total current assets		17,792			18,946			20,404

Property and equipment, net		63			75			100
Long-term prepaid maintenance and supplies		91			91			91
Security deposit		14			14			14
Operating lease right-of-use asset		341			401			517
Financing lease right-of-use-asset		1,839			2,341			2,903
Total assets	$	20,140		$	21,868		$	24,029

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Accounts payable	$	786		$	646		$	618
Accrued expenses		172			249			222
Accrued payroll related expenses		968			594			1,382
Current operating lease liability		258			256			264
Current financing lease liability		1,194			1,386			1,328
Deferred revenue		8			13			–
Total current liabilities		3,386			3,144			3,814

Long-term operating lease liability		80			137			295
Long-term financing lease liability		781			1,108			1,750
Total liabilities		4,247			4,389			5,859

Commitments and contingencies

Stockholders’ equity:
Preferred stock $0.001 par value, authorized 2,500 shares; none issued and outstanding as of September 30,2024, June 30, 2024 and December 31, 2023		–			–			–
Common stock: $0.001 par value, authorized 47,500 shares; 28,289 shares issued and outstanding as of September 30, 2024: 27,622 shares issued and 27,610 outstanding as of June 30, 2024; and 26,107 shares issued and outstanding as of December 31, 2023		28			28			26
Additional paid-in capital		232,726			229,726			221,229
Other comprehensive income(loss)		2			(7	)		–
Accumulated deficit		(216,863	)		(212,268	)		(203,085	)
Total stockholders’ equity		15,893			17,479			18,170
Total liabilities and stockholders’ equity	$	20,140		$	21,868		$	24,029

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,
	2024			2024			2023			2024			2023
Revenue	$	22		$	72		$	–		$	112		$	–
Cost of revenue		(3	)		(74	)		–			(110	)		–
Gross margin		19			(2	)		–			2			–

Operating expenses
Research and development		2,759			2,589			3,305			8,206			9,533
General and administrative		1,812			1,832			1,683			5,455			5,200
Selling and marketing		248			207			365			805			1,147
Total operating expenses		4,819			4,628			5,353			14,466			15,880

Loss from operations		(4,800	)		(4,630	)		(5,353	)		(14,464	)		(15,880	)

Other income (expense)
Interest income		176			185			177			566			528
Accretion income		59			47			112			152			221
Interest expense		(30	)		(35	)		(47	)		(104	)		(151	)
Other income, net		–			72			72			72			72
Total other income (expense), net		205			269			314			686			670

Net loss	$	(4,595	)	$	(4,361	)	$	(5,039	)	$	(13,778	)	$	(15,210	)

Net loss per common share, basic and diluted	$	(0.17	)	$	(0.16	)	$	(0.20	)	$	(0.52	)	$	(0.62	)

Weighted average number of common shares outstanding, basic and diluted		27,406			26,467			25,255			26,640			24,536

Atomera Incorporated

Reconciliation to Non-GAAP EBITDA

(Unaudited)

	Three Months Ended									Nine Months Ended
	September 30,			June 30,			September 30,			September 30,
	2024			2024			2023			2024			2023
Net loss (GAAP)	$	(4,595	)	$	(4,361	)	$	(5,039	)	$	(13,778	)	$	(15,210	)
Depreciation and amortization		12			13			20			42			60
Stock-based compensation		907			987			1,041			2,918			2,998
Interest income		(176	)		(185	)		(177	)		(566	)		(528	)
Accretion income		(59	)		(47	)		(112	)		(152	)		(221	)
Interest expense		30			35			47			104			151
Other income, net		–			(72	)		(72	)		(72	)		(72	)
Net loss non-GAAP EBITDA	$	(3,881	)	$	(3,630	)	$	(4,292	)	$	(11,504	)	$	(12,822	)

Investor Contact:

Bishop IR

Mike Bishop

(415) 894-9633

investor@atomera.com

Exhibit 99.2

Q3 2024 Conference Call October 29, 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 $600B 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

0 200 400 600 800 1,000 1,200 1,400 XRD FWHM (arcsec) GaN /Si crystal quality improvement Atomera 5 GaN/Si with MST GaN/Si control GaN/Si with MST GaN/Si control AlN (002) GaN (002) 14% reduction 13% reduction X - ray confirms crystal quality improvement with MST ------- Collaboration with Sandia’s CINT to validate benefits In plot, each bar represents the average of FWHM values measured at positions 15mm and 30mm from the center of a 100mm wafer

Customer Pipeline 6 • 20 customers, 26 engagements • Working with 50% of the world’s top semiconductor makers* • At least 10 of the top 20 ( Tech 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

Financial Review Atomera Incorporated 7 Income Statement ($ in thousands, except per-share data) September 30, 2024 June 30, 2024 September 30, 2023 REVENUE 22$ 72$ -$ Gross Profit 19 (2) - OPERATING EXPENSES Research & Development 2,759 2,589 3,305 General and Administration 1,812 1,832 1,683 Selling and Marketing 248 207 365 TOTAL OPERATING EXPENSES 4,819 4,628 5,353 OPERATING LOSS (4,800) (4,630) (5,353) Other Income (Expense) 205 269 314 NET LOSS (4,595)$ (4,361)$ (5,039)$ Net Loss Per Share (0.17)$ (0.16)$ (0.20)$ Weighted average shares outstanding 27,406 26,467 25,255 ADJUSTED EBITDA (NON-GAAP) (3,881)$ (3,630)$ (4,292)$ ADJUSTED EBITDA PER SHARE (0.14)$ (0.14)$ (0.17)$ Balance Sheet Information Cash, equivalents & ST investments 17,342$ 18,288$ 20,389$ 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	Oct. 29, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 29, 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