8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): February 12, 2019

Atomera Incorporated

(Exact name of registrant as specified in its charter)

Delaware	001-37850	30-0509586
(State or Other Jurisdiction	(Commission File	(I.R.S. Employer
of Incorporation)	Number)	Identification Number)

750 University Avenue, Suite 280

Los Gatos, California 95032

(Address of principal executive offices) (zip code)

(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 (see General Instruction A.2. below):

☐ 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))

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. x

Item 2.02 Results of Operations and Financial Condition

On February 12, 2019, Atomera Incorporated issued a press release announcing its financial results for the three and twelve months ended December 31, 2018. 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:

99.1 Press release dated February 12, 2019 Atomera Incorporated

99.2 Investor presentation February 12, 2019 Atomera Incorporated

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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

By:   /s/ Francis Laurencio

         Francis Laurencio

         Chief Financial Officer

Date: February 12, 2019

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EX-99.1

Exhibit 99.1

Atomera Provides Fourth Quarter and Annual 2018 Results

LOS GATOS, Calif. Feb. 12, 2019 Atomera Incorporated (NASDAQ: ATOM), a semiconductor materials and intellectual property licensing company focused on deploying its proprietary technology into the semiconductor industry, today provided a corporate update and announced financial results for the fourth quarter and fiscal year ended December 31, 2018.

Company Highlights

· Recognized engineering services revenue as well as our first license revenue

· Moved two customers into phase three, bringing the number of engagements in this critical phase to 13, with a total of 21 engagements at 17 customers

· Strengthened balance sheet by raising $11.4 million in net proceeds though a public offering of common stock

Management Commentary

“Atomera expanded its pipeline and recognized both license and engineering services revenue in the quarter,” said Scott Bibaud, President and CEO. “We are aggressively taking the necessary steps to implement MST into semiconductor foundries and IDMs globally, and our progress is evidence of our commitment to grow revenue and capture the opportunity. We are seeing excellent technical results with our internal wafer runs as well as increased traction with our customers, which we believe will lead to additional licenses and, more importantly, progress by our customers to commercialize MST.”

Fourth Quarter and Fiscal Year 2018 Financial Results

During the fourth quarter of 2018, revenue was $150,000, compared with $110,000 in the fourth quarter of 2017. The Company incurred a net loss of $(3.2) million, or ($0.22) per basic and diluted share, compared to a net loss of $2.6 million, or ($0.22) per basic and diluted share, for the fourth quarter of 2017. Adjusted EBITDA (a non-GAAP financial measure) in the fourth quarter of 2018 was a loss of $(2.7) million compared to an adjusted EBITDA loss of $(2.1) million in the fourth quarter of 2017.

For fiscal year 2018, revenue was $246,000, compared with $110,000 in fiscal 2017. Net loss was $(12.9) million, or ($1.02) per basic and diluted share, for fiscal 2018, compared to $(13.1) million, or ($1.11) per basic and diluted share in fiscal 2017. Adjusted EBITDA for fiscal 2018 was a loss of $(10.7) million compared to an adjusted EBITDA loss of $(9.1) million in fiscal 2017.

The Company had $18.9 million in cash and cash equivalents as of December 31, 2018, compared to $17.4 million as of December 31, 2017.

The total number of shares outstanding was 15.0 million as of December 31, 2018.

2018 Fourth Quarter and Fiscal Year 2018 Results Conference Call and Webcast

Atomera will host a conference call today to discuss its financial results and recent progress.

Date: Tuesday, Feb. 12, 2019

Time: 2:00 p.m. PT (5:00 p.m. ET)

Phone: (844) 263-8318 (domestic); +1 (213) 358-0960 (international)

Replay: Available until Feb. 19, 2018; (855) 859-2056 (domestic); +1(404) 537-3406 (international); passcode 3199098.

Webcast: Accessible at www.atomera.com

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Atomera Provides Fourth Quarter and Annual 2018 Results

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, taxes, depreciation, amortization, stock-based compensation, the change in fair value of derivative liabilities, and the gain on the extinguishment of debt. 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 its 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 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.

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 a pre-revenue enterprise; (2) risks related to our ability to advance the licensing arrangements with our initial integration licensees, Asahi Kasei Microdevices and STM Microelectronics, to royalty-based manufacturing and distribution licenses; (3) 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; (4) our ability to protect our proprietary technology, trade secrets and knowhow and (5) those other risks disclosed in the section "Risk Factors" included in our Prospectus Supplement Filed with the SEC pursuant to Rule 424(b)(5) on October 11, 2018. 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 --

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Atomera Provides Fourth Quarter and Annual 2018 Results

Atomera Incorporated

Condensed Balance Sheets

(in thousands, except per share data)

	December 31,			December 31,
	2018			2017
ASSETS
Current assets:
Cash and cash equivalents	$	18,933		$	17,369
Accounts receivable		185			110
Prepaid expenses and other current assets		170			248
Total current assets		19,288			17,727
Property and equipment, net		56			67
Security deposit		13			13
Total assets	$	19,357		$	17,807
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	348		$	198
Accrued expenses		224			239
Accrued payroll related expenses		984			512
Deferred revenue		55			–
Total liabilities		1,611			949
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.001 par value, authorized 2,500 shares; none issued and outstanding at December 31, 2018 and December 31, 2017		–			–
Common stock, $0.001 par value, authorized 47,500 shares; 15,034 and 12,161 shares issued and outstanding at December 31, 2018 and December 31, 2017, respectively.		15			12
Additional paid-in capital		139,693			125,911
Accumulated deficit		(121,962	)		(109,065	)
Total stockholders’ equity		17,746			16,858
Total liabilities and stockholders’ equity	$	19,357		$	17,807

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Atomera Provides Fourth Quarter and Annual 2018 Results

Atomera Incorporated

Condensed Statements of Operations

(in thousands, except per share data)

	Three Months Ended December 31,						Year Ended December 31,
	2018			2017			2018			2017
Revenue	$	150		$	110		$	246		$	110
Cost of revenue		(35	)		(39	)		(148	)		(39	)
Gross margin		115			71			98			71
Operating expenses
Research and development		1,968			1,324			7,318			5,826
General and administrative		1,175			1,107			4,956			5,796
Selling and marketing		262			292			957			1,659
Total operating expenses		3,405			2,723			13,231			13,281
Loss from operations		(3,290	)		(2,652	)		(13,133	)		(13,210	)
Other income/(expense)
Interest income		91			42			236			148
Other expense		–			–			–			(6	)
Total other income/(expense), net		91			42			236			142
Net loss	$	(3,199	)	$	(2,610	)	$	(12,897	)		(13,068	)
Net loss per common share, basic and diluted	$	(0.22	)	$	(0.22	)	$	(1.02	)	$	(1.11	)
Weighted average number of common shares outstanding, basic and diluted		14,364			12,036			12,655			11,773

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Atomera Provides Fourth Quarter and Annual 2018 Results

Atomera Incorporated

Reconciliation to Non- GAAP EBITDA

	Three Months Ended December 31,						Year Ended December 31,
	2018			2017			2018			2017
Net loss (GAAP)	$	(3,199	)	$	(2,610	)	$	(12,897	)	$	(13,068	)
Add (subtract) the following items:
Interest income		(91	)		(42	)		(236	)		(148	)
Depreciation and amortization		9			6			33			19
Stock-based compensation		629			524			2,425			4,078
Adjusted EBITDA (non-GAAP)	$	(2,652	)	$	(2,122	)	$	(10,675	)	$	(9,119	)

Investor Contact:

Bishop IR

Mike Bishop

(415) 894-9633

investor@atomera.com

EX-99.2

Exhibit 99.2

Q4 2018 Conference Call February 12, 2019

2 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,” “would,” “project,” “plan,” “expect” and similar expressions that convey uncertainty of future events or outcomes are intended to identify forward - looking statements. These forward - looking statements are subject to a number of risks, uncertainties and assumptions, including those described in the “Risk Factors” section of our Prospectus Supplement filed pursuant to Rule 424(b)(5) with the SEC on October 11, 2018 (the “Prospectus Supplement”). 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 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 are reaffirming or confirming any of the information contained herein.

Mears Silicon Technology (MST®) Quantum Engineered Materials 3 Company Overview Strong, Growing and Defensible Patent Portfolio High Leverage IP Licensing Business Model Top Tier Management Team Transistor enhancement technology for the $450B semiconductor market

4 Revenue Sources Royalties Engineering Service Fees • MST deposition on customer wafers • Integration consulting License Fees • Integration licenses • Manufacturing licenses • Distribution licenses

5 Customer Engagement Model v Customer Wafer Manufacturing Atomera MST ® Deposition Customer MST ® Deposition Phase 1 . Planning 2 . Setup 3 . Integration 4 . Installation 5 . Qualification 6 . Production

6 Growing Customer Pipeline • Working with 50% of the world’s top semiconductor makers* 0 3 6 9 12 15 18 21 IPO 3Q 16 4Q 16 1Q 17 2Q 17 3Q 17 4Q 17 1Q 18 2Q 18 3Q 18 4Q 18 Number of Customer Engagements Phase 1 Phase 2 Phase 3 * 10 of the top 20 (IC Insights, McClean Report 2017) • 17 customers, 21 engagements

7 Financial Overview * Adjusted EBITDA is a non - GAAP financial measure. A full reconciliation of GAAP and non - GAAP results is contained in our press release. Some figures do not total exactly due to rounding. Q4 2017 Q1 Q2 Q3 Q4 FY 2017 FY 2018 GAAP Results Revenue $0.1M - $0.1M - $0.15M $0.1M $0.25M Gross Profit $0.1M - ($0.02M) - $0.12M $0.1M $0.10M Operating Expense ($2.7M) ($3.1M) ($3.2M) ($3.5M) ($3.4M) ($13.3M)($13.2M) Net Loss ($2.6M) ($3.1M) ($3.2M) ($3.4M) ($3.2M) ($13.1M)($12.9M) Loss Per Share ($0.21) ($0.26) ($0.26) ($0.28) ($0.22) ($1.11) ($1.02) Reconciliation between GAAP & Non-GAAP Net Loss (GAAP) ($2.6M) ($3.1M) ($3.2M) ($3.4M) ($3.2M) ($13.1M)($12.9M) Stock-Based Compensation $0.5M $0.5M $0.6M $0.6M $0.6M ($4.0M) $2.4M Adjusted EBITDA (Non-GAAP)* ($2.1M) ($2.6M) ($2.6M) ($2.8M) ($2.6M) ($9.1M) ($10.7M) Cash at December 31, 2018 $18.9M Shares Outstanding at December 31, 2018 15.0M 2018

8 Summary Good progress in Q4 Record license and engineering service revenue Growth and advancement in customer engagements Successfully closed a financing Very successful 2018 First two commercial licenses 50% increase in the number of customers 117% increase in Phase 3 customers 24% increase in Patents granted and pending MST is critically needed and available now 57 Foreign Patents 70 US Patents 38 US 33 Foreign 71 Pending

Thank You 9