0001209191-16-135592.txt : 20160804 0001209191-16-135592.hdr.sgml : 20160804 20160804194605 ACCESSION NUMBER: 0001209191-16-135592 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160804 FILED AS OF DATE: 20160804 DATE AS OF CHANGE: 20160804 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Atomera Inc CENTRAL INDEX KEY: 0001420520 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 750 UNIVERSITY AVENUE STREET 2: SUITE 280 CITY: LOS GATOS STATE: CA ZIP: 95032 BUSINESS PHONE: 408-442-5248 MAIL ADDRESS: STREET 1: 750 UNIVERSITY AVENUE STREET 2: SUITE 280 CITY: LOS GATOS STATE: CA ZIP: 95032 FORMER COMPANY: FORMER CONFORMED NAME: MEARS TECHNOLOGIES INC DATE OF NAME CHANGE: 20071206 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stadheim Rolf CENTRAL INDEX KEY: 0001680488 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37850 FILM NUMBER: 161808844 MAIL ADDRESS: STREET 1: 750 UNIVERSITY AVENUE, SUITE 280 CITY: LOS GATOS STATE: CA ZIP: 95032 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2016-08-04 0 0001420520 Atomera Inc ATMR 0001680488 Stadheim Rolf 750 UNIVERSITY AVENUE, SUITE 280 LOS GATOS CA 95032 1 0 0 0 Common Stock 29644 D 10% Senior Secured Convertible Promissory Note 2017-05-31 Common Stock 262697 D All principal and interest under the 10% senior secured convertible promissory note are convertible into shares of the Issuer's common stock as follows: (i) upon the consummation of an initial public offering by the Issuer ("IPO"), all principal and interest shall automatically convert at 50% of the IPO price, provided, however, in no event shall the conversion price be greater than $7.362 nor less than $3.681 per share; (ii) in the event of a subsequent private placement approved by the holders of 50% or more of the aggregate principal amount of all convertible notes, all principal and interest shall automatically convert at 50% of the offer price in the subsequent private placement, provided, however, in no event shall the conversion price be greater than $7.362 nor less than $3.681 per share; and (iii) until the 10th day prior to the consummation of an IPO by the Issuer, the reporting person, at his option, may convert at a conversion price of $7.362 per share. Calculated based on the conversion price of $3.75 per share, upon the completion of the Issuer's IPO. Rolf Stadheim 2016-08-04