UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒xQuarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 20202021.
or
¨☐ Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
For the transition period from __________ to __________
Commission file number: 001-37850
ATOMERA INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware | 30-0509586 |
| (State or other jurisdiction of | (I.R.S. Employer |
| incorporation or organization) | Identification No.) |
750 University Avenue, Suite 280
Los Gatos, California 95032
(Address, including zip code, of registrant’s principal executive offices)
(408) 442-5248
(Registrant’s telephone number, including area code)
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 Market |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x☒ No ¨☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x☒ No ¨☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | Accelerated Filer | |
| Non-accelerated | Smaller reporting company | |
| 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. x☒
Indicate by checkmark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act: Yes ¨☐ No x☒
The number of outstanding shares of the Registrant’s Common Stock, par value $.001 per share, as of October 28, 202027, 2021 was .
Atomera Incorporated
Index
| 2 |
PART I. Financial Information
Item 1. Financial Statements
Atomera Incorporated
Condensed Balance Sheets
(in thousands, except per share data)
| September 30, | December 31, | September 30, | December 31, | |||||||||||||
| 2020 | 2019 | 2021 | 2020 | |||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
| ASSETS | ||||||||||||||||
| Current assets: | ||||||||||||||||
| Cash and cash equivalents | $ | 25,297 | $ | 14,871 | $ | 31,789 | $ | 37,942 | ||||||||
| Prepaid expenses and other current assets | 181 | 132 | 429 | 132 | ||||||||||||
| Total current assets | 25,478 | 15,003 | 32,218 | 38,074 | ||||||||||||
| Property and equipment, net | 87 | 63 | 208 | 153 | ||||||||||||
| Operating lease right-of-use asset | 735 | 161 | 950 | 705 | ||||||||||||
| Financing lease right-of-use asset | 6,170 | 0 | ||||||||||||||
| Long-term prepaid rent | 450 | 0 | 0 | 450 | ||||||||||||
| Long-term prepaid maintenance and supplies | 91 | 0 | ||||||||||||||
| Security deposit | 13 | 13 | 14 | 13 | ||||||||||||
| Total assets | $ | 26,763 | $ | 15,240 | $ | 39,651 | $ | 39,395 | ||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||||
| Current liabilities: | ||||||||||||||||
| Accounts payable | $ | 563 | $ | 315 | $ | 321 | $ | 442 | ||||||||
| Accrued expenses | 234 | 145 | 315 | 211 | ||||||||||||
| Accrued payroll related expenses | 511 | 819 | 434 | 705 | ||||||||||||
| Current operating lease liability | 92 | 152 | 214 | 90 | ||||||||||||
| Deferred revenue | 0 | 37 | ||||||||||||||
| Current financing lease liability | 1,621 | 0 | ||||||||||||||
| Total current liabilities | 1,400 | 1,468 | 2,905 | 1,448 | ||||||||||||
| Long term operating lease liability | 631 | 0 | ||||||||||||||
| Long-term operating lease liability | 809 | 602 | ||||||||||||||
| Long-term financing lease liability | 4,455 | 0 | ||||||||||||||
| Total liabilities | 2,031 | 1,468 | 8,169 | 2,050 | ||||||||||||
| Commitments and contingencies (see Note 9) | ||||||||||||||||
| Commitments and contingencies (see Note 10) | – | – | ||||||||||||||
| Stockholders’ equity: | ||||||||||||||||
| Preferred stock, $ par value, authorized shares; issued and outstanding at September 30, 2020 and December 31, 2019 | 0 | 0 | ||||||||||||||
| Common stock, $ par value, authorized shares; and shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively | 21 | 17 | ||||||||||||||
| Preferred stock $ par value, authorized shares; issued and outstanding at September 30, 2021 and December 31, 2020 | 0 | 0 | ||||||||||||||
| Common stock: $ par value, authorized shares; and shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively; | 23 | 22 | ||||||||||||||
| Additional paid-in capital | 170,975 | 149,017 | 193,148 | 187,463 | ||||||||||||
| Accumulated deficit | (146,264 | ) | (135,262 | ) | (161,689 | ) | (150,140 | ) | ||||||||
| Total stockholders’ equity | 24,732 | 13,772 | 31,482 | 37,345 | ||||||||||||
| Total liabilities and stockholders’ equity | $ | 26,763 | $ | 15,240 | $ | 39,651 | $ | 39,395 | ||||||||
The accompanying notes are an integral part of these condensed financial statements.
| 3 |
Atomera Incorporated
Condensed Statements of Operations
(Unaudited)
(in thousands, except per share data)
Three Months ended September 30, | Nine Months ended September 30, | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||
| 2020 | 2019 | 2020 | 2019 | 2021 | 2020 | 2021 | 2020 | |||||||||||||||||||||||||
| Revenue | $ | 0 | $ | 254 | $ | 62 | $ | 395 | $ | 0 | $ | 0 | $ | 400 | $ | 62 | ||||||||||||||||
| Cost of revenue | 0 | (204 | ) | (13 | ) | (224 | ) | 0 | 0 | 0 | (13 | ) | ||||||||||||||||||||
| Gross margin | 0 | 50 | 49 | 171 | $ | 0 | $ | 0 | $ | 400 | $ | 49 | ||||||||||||||||||||
| Operating expenses | ||||||||||||||||||||||||||||||||
| Research and development | 2,049 | 1,746 | 6,197 | 5,930 | 2,232 | 2,049 | 6,530 | 6,197 | ||||||||||||||||||||||||
| General and administrative | 1,322 | 1,239 | 4,247 | 4,048 | 1,637 | 1,322 | 4,656 | 4,247 | ||||||||||||||||||||||||
| Selling and marketing | 208 | 240 | 648 | 712 | 267 | 208 | 670 | 648 | ||||||||||||||||||||||||
| Total operating expenses | 3,579 | 3,225 | 11,092 | 10,690 | 4,136 | 3,579 | 11,856 | 11,092 | ||||||||||||||||||||||||
| Loss from operations | (3,579 | ) | (3,175 | ) | (11,043 | ) | (10,519 | ) | (4,136 | ) | (3,579 | ) | (11,456 | ) | (11,043 | ) | ||||||||||||||||
| Other income | ||||||||||||||||||||||||||||||||
| Other income (expense) | ||||||||||||||||||||||||||||||||
| Interest income | 1 | 89 | 41 | 265 | 2 | 1 | 7 | 41 | ||||||||||||||||||||||||
| Total other income | 1 | 89 | 41 | 265 | ||||||||||||||||||||||||||||
| Interest expense | (52 | ) | 0 | (52 | ) | 0 | ||||||||||||||||||||||||||
| Total other income (expense), net | (50 | ) | 1 | (45 | ) | 41 | ||||||||||||||||||||||||||
| Net loss before income taxes | (4,186 | ) | (3,578 | ) | (11,501 | ) | (11,002 | ) | ||||||||||||||||||||||||
| Provision for income taxes | 17 | 0 | 48 | 0 | ||||||||||||||||||||||||||||
| Net loss | $ | (3,578 | ) | $ | (3,086 | ) | $ | (11,002 | ) | $ | (10,254 | ) | $ | (4,203 | ) | (3,578 | ) | $ | (11,549 | ) | (11,002 | ) | ||||||||||
| Net loss per common share, basic and diluted | $ | (0.19 | ) | $ | (0.19 | ) | $ | (0.61 | ) | $ | (0.66 | ) | $ | (0.19 | ) | (0.19 | ) | $ | (0.52 | ) | (0.61 | ) | ||||||||||
| Weighted average number of common shares outstanding, basic and diluted | 19,337 | 16,567 | 18,028 | 15,597 | 22,629 | 19,337 | 22,405 | 18,028 | ||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed financial statements.
| 4 |
Atomera Incorporated
Statements of Stockholders’ Equity
For the Three and Nine Months Ended September 30, 20202021 and 20192020
(Unaudited)
(in thousands)
| Common Stock | Additional Paid-in | Accumulated | Total Stockholders’ | Common Stock | Additional Paid-in | Accumulated | Total Stockholders’ | |||||||||||||||||||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity | Shares | Amount | Capital | Deficit | Equity | |||||||||||||||||||||||||||||||
| Balance January 1, 2020 | 17,117 | $ | 17 | $ | 149,017 | (135,262 | ) | $ | 13,772 | |||||||||||||||||||||||||||||||
| Balance January 1, 2021 | 22,375 | $ | 22 | $ | 187,463 | $ | (150,140 | ) | $ | 37,345 | ||||||||||||||||||||||||||||||
| Stock-based compensation | 420 | 1 | 628 | – | 629 | 71 | – | 731 | – | 731 | ||||||||||||||||||||||||||||||
| Warrant exercise | 189 | – | 164 | – | 164 | |||||||||||||||||||||||||||||||||||
| Warrant modification | – | – | 139 | – | 139 | |||||||||||||||||||||||||||||||||||
| At-the-market sale of stock, net of commissions and expenses | 14 | – | 243 | – | 243 | |||||||||||||||||||||||||||||||||||
| Stock option exercise | 398 | 1 | 2,514 | – | 2,515 | |||||||||||||||||||||||||||||||||||
| Warrant Exercise | 223 | – | – | – | – | |||||||||||||||||||||||||||||||||||
| Forfeited restricted stock awards | (54 | ) | – | – | – | – | ||||||||||||||||||||||||||||||||||
| Net loss | – | – | – | (3,645 | ) | (3,645 | ) | – | – | – | (3,620 | ) | (3,620 | ) | ||||||||||||||||||||||||||
| Balance March 31, 2020 | 17,726 | 18 | 149,948 | (138,907 | ) | 11,059 | ||||||||||||||||||||||||||||||||||
| Underwritten public offering of common stock, net of commissions and expenses | 2,024 | 2 | 9,393 | – | 9,395 | |||||||||||||||||||||||||||||||||||
| Balance March 31, 2021 | 23,027 | $ | 23 | $ | 190,951 | $ | (153,760 | ) | $ | 37,214 | ||||||||||||||||||||||||||||||
| Stock-based compensation | 18 | – | 847 | – | 847 | |||||||||||||||||||||||||||||||||||
| Stock option exercise | 59 | – | 354 | – | 354 | |||||||||||||||||||||||||||||||||||
| Net loss | – | – | – | (3,726 | ) | (3,726 | ) | |||||||||||||||||||||||||||||||||
| Balance at June 30, 2021 | 23,104 | $ | 23 | $ | 192,152 | $ | (157,486 | ) | $ | 34,689 | ||||||||||||||||||||||||||||||
| Stock option exercise | 33 | – | 137 | – | 137 | 49 | – | 240 | – | 240 | ||||||||||||||||||||||||||||||
| Stock-based compensation | 43 | – | 766 | – | 766 | – | – | 756 | – | 756 | ||||||||||||||||||||||||||||||
| Forfeited restricted stock awards | (8 | ) | – | – | – | – | ||||||||||||||||||||||||||||||||||
| Net loss | – | – | – | (3,779 | ) | (3,779 | ) | – | – | – | (4,203 | ) | (4,203 | ) | ||||||||||||||||||||||||||
| Balance June 30, 2020 | 19,826 | $ | 20 | $ | 160,244 | (142,686 | ) | $ | 17,578 | |||||||||||||||||||||||||||||||
| At-the-market sale of stock, net of commissions and expenses | 846 | 1 | 8,519 | – | 8,520 | |||||||||||||||||||||||||||||||||||
| Stock option exercise | 103 | – | 645 | – | 645 | |||||||||||||||||||||||||||||||||||
| Stock-based compensation | – | – | 829 | – | 829 | |||||||||||||||||||||||||||||||||||
| Warrant Exercise | 196 | – | 738 | – | 738 | |||||||||||||||||||||||||||||||||||
| Net loss | – | – | – | (3,578 | ) | (3,578 | ) | |||||||||||||||||||||||||||||||||
| Balance September 30, 2020 | 20,971 | $ | 21 | $ | 170,975 | (146,264 | ) | $ | 24,732 | |||||||||||||||||||||||||||||||
| Balance at September 30, 2021 | 23,145 | $ | 23 | $ | 193,148 | $ | (161,689 | ) | $ | 31,482 | ||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-in | Accumulated | Total Stockholders’ | |||||||||||||||||||||||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity | Common Stock | Additional Paid-in | Accumulated | Total Stockholders’ | ||||||||||||||||||||||||||||||||
| Balance January 1, 2019 | 15,034 | $ | 15 | $ | 139,693 | $ | (121,962 | ) | $ | 17,746 | ||||||||||||||||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||||||||||||||||
| Balance January 1, 2020 | 17,117 | $ | 17 | $ | 149,017 | $ | (135,262 | ) | $ | 13,772 | ||||||||||||||||||||||||||||||
| Stock-based compensation | 420 | 1 | 628 | – | 629 | |||||||||||||||||||||||||||||||||||
| Warrant exercise | 189 | – | 164 | – | 164 | |||||||||||||||||||||||||||||||||||
| Warrant modification | – | – | 139 | – | 139 | |||||||||||||||||||||||||||||||||||
| Net loss | – | – | – | (3,645 | ) | (3,645 | ) | |||||||||||||||||||||||||||||||||
| Balance March 31, 2020 | 17,726 | $ | 18 | $ | 149,948 | $ | (138,907 | ) | $ | 11,059 | ||||||||||||||||||||||||||||||
| Underwritten public offering of common stock, net of commissions and expenses | 2,024 | 2 | 9,393 | – | 9,395 | |||||||||||||||||||||||||||||||||||
| Stock option exercise | 33 | – | 137 | – | 137 | |||||||||||||||||||||||||||||||||||
| Stock-based compensation | 298 | – | 694 | – | 694 | 43 | – | 766 | – | 766 | ||||||||||||||||||||||||||||||
| Net loss | – | – | – | (3,534 | ) | (3,534 | ) | – | – | – | (3,779 | ) | (3,779 | ) | ||||||||||||||||||||||||||
| Balance March 31, 2019 | 15,332 | 15 | 140,387 | (125,496 | ) | 14,906 | ||||||||||||||||||||||||||||||||||
| Registered direct offering of common stock, net of commissions and expenses | 1,675 | 2 | 6,395 | – | 6,397 | |||||||||||||||||||||||||||||||||||
| Balance June 30, 2020 | 19,826 | $ | 20 | $ | 160,244 | $ | (142,686 | ) | $ | 17,578 | ||||||||||||||||||||||||||||||
| At-the-market sale of stock, net of commissions and expenses | 846 | 1 | 8,519 | – | 8,520 | |||||||||||||||||||||||||||||||||||
| Stock option exercise | 103 | – | 645 | – | 645 | |||||||||||||||||||||||||||||||||||
| Stock-based compensation | 67 | – | 788 | – | 788 | – | – | 829 | – | 829 | ||||||||||||||||||||||||||||||
| Warrant exercise | 196 | – | 738 | – | 738 | |||||||||||||||||||||||||||||||||||
| Net loss | – | – | – | (3,634 | ) | (3,634 | ) | – | – | – | (3,578 | ) | (3,578 | ) | ||||||||||||||||||||||||||
| Balance June 30, 2019 | 17,074 | $ | 17 | $ | 147,570 | $ | (129,130 | ) | $ | 18,457 | ||||||||||||||||||||||||||||||
| Stock-based compensation | – | – | 798 | – | 798 | |||||||||||||||||||||||||||||||||||
| Net loss | – | – | – | (3,086 | ) | (3,086 | ) | |||||||||||||||||||||||||||||||||
| Balance September 30, 2019 | 17,074 | $ | 17 | $ | 148,368 | $ | (132,216 | ) | $ | 16,169 | ||||||||||||||||||||||||||||||
| Balance September 30, 2020 | 20,971 | $ | 21 | $ | 170,975 | $ | (146,264 | ) | $ | 24,732 | ||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed financial statements.
| 5 |
Atomera Incorporated
Condensed Statements of Cash Flows
(Unaudited)
(in thousands)
| Nine Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2020 | 2019 | 2021 | 2020 | |||||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||||||||
| Net Loss | $ | (11,002 | ) | $ | (10,254 | ) | $ | (11,549 | ) | $ | (11,002 | ) | ||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||||||
| Depreciation and amortization | 32 | 33 | 47 | 32 | ||||||||||||
| Right of use asset amortization | 107 | 99 | ||||||||||||||
| Operating lease right of use asset amortization | 136 | 107 | ||||||||||||||
| Financing lease right of use asset amortization | 211 | 0 | ||||||||||||||
| Stock-based compensation | 2,224 | 2,280 | 2,334 | 2,224 | ||||||||||||
| Warrant modification expense | 139 | 0 | 0 | 139 | ||||||||||||
| Non cash interest expense | 52 | 0 | ||||||||||||||
| Changes in operating assets and liabilities: | ||||||||||||||||
| Accounts receivable | 0 | (2 | ) | |||||||||||||
| Prepaid expenses and other current assets | (49 | ) | (22 | ) | (297 | ) | (49 | ) | ||||||||
| Long-term prepaid rent | (450 | ) | 0 | 0 | (450 | ) | ||||||||||
| Accounts payable | 248 | (143 | ) | (121 | ) | 248 | ||||||||||
| Accrued expenses | 89 | 46 | 104 | 89 | ||||||||||||
| Accrued payroll expenses | (308 | ) | (362 | ) | (271 | ) | (308 | ) | ||||||||
| Lease liability | (110 | ) | (99 | ) | ||||||||||||
| Operating lease liability | (50 | ) | (110 | ) | ||||||||||||
| Deferred revenue | (37 | ) | (55 | ) | 0 | (37 | ) | |||||||||
| Net cash used in operating activities | (9,117 | ) | (8,479 | ) | (9,404 | ) | (9,117 | ) | ||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||||||||||
| Acquisition of property and equipment | (56 | ) | (51 | ) | (102 | ) | (56 | ) | ||||||||
| Net cash used in investing activities | (56 | ) | (51 | ) | (102 | ) | (56 | ) | ||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||||||||||
| Proceeds from underwritten public offering, net of commissions and expenses | 9,395 | 0 | ||||||||||||||
| Proceeds from underwritten public offering, net of commission and expenses | 0 | 9,395 | ||||||||||||||
| Proceeds from at-the-market sale of stock, net of commissions and expenses | 8,520 | 0 | 243 | 8,520 | ||||||||||||
| Proceeds from registered direct offering of common stock, net of commissions and expenses | 0 | 6,397 | ||||||||||||||
| Proceeds from exercise of warrants | 902 | 0 | 0 | 902 | ||||||||||||
| Proceeds from exercise of stock options | 782 | 0 | 3,110 | 782 | ||||||||||||
| Net cash provided by financing activities | 19,599 | 6,397 | 3,353 | 19,599 | ||||||||||||
| Net increase (decrease) in cash and cash equivalents | 10,426 | (2,133 | ) | (6,153 | ) | 10,426 | ||||||||||
| Cash and cash equivalents at beginning of period | 14,871 | 18,933 | 37,942 | 14,871 | ||||||||||||
| Cash and cash equivalents at end of period | $ | 25,297 | $ | 16,800 | $ | 31,789 | $ | 25,297 | ||||||||
| Supplemental information: | ||||||||||||||||
| Cash paid for interest | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||
| Cash paid for taxes | $ | 0 | $ | 0 | $ | 66 | $ | 0 | ||||||||
The accompanying notes are an integral part of these condensed financial statements.
| 6 |
ATOMERA INCORPORATED
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
For the Three and Nine Months Ended September 30, 2021 and 2020
| 1. | NATURE OF OPERATIONS |
Atomera Incorporated (“Atomera” or the “Company”) was incorporated in the state of Delaware in March 2007 under the name MEARS Technologies, Inc. and is engaged in the development, commercialization and licensing of proprietary processes and technologies for the semiconductor industry. On January 12, 2016, the Company changed its name to Atomera Incorporated.
The CompanyAtomera is in the development stage,an early-stage company, having only recently begun limited revenue-generating activities, and is devoting substantially all of its efforts toward technology research and development and to commercially licensing its technology to designersmanufacturers and manufacturersdesigners of integrated circuits. The Company has primarily financed operations through private placements of equity and debt securities, the Company’s Initial Public Offering (the “IPO”) which was consummated on August 10, 2016, and subsequent public offerings of its common stock.
On May 15, 2020, the Company closed an underwritten public offering of shares of common stock at a public offering price of $ per share, resulting in approximately 9400 $9.4 million of net proceeds after deducting underwriting commission and other offering expenses.
On September 2, 2020, Atomera entered into an Equity Distribution Agreement with Craig-Hallum Capital Group LLC, as agent, under which the Company may offer and sell, from time to time at its sole discretion, shares of its $0.001 par value common stock, in “at the market” offerings to or through the agent as its sales agent, having an aggregate offering price of up to $25,000,000.
| 2. | LIQUIDITY AND MANAGEMENT PLANS |
At September 30, 2020,2021, the Company had cash and cash equivalents of approximately $25.331.8 million25,297 and working capital of approximately $24.129.3 million. The Company has generated only limited revenuerevenues since inception and has incurred recurring operating losses.
The Company’s operating plans for the next 12 months include increased spending on research and development headcount, outsourced fabrication and testing, and sales and marketing expenses to drive customer adoption of the Company’s MST technology. Based on the funds it has available as of the date of the filing of this report, the Company believes that it has sufficient capital to fund its current business plans and obligations over, at least, 12 months from the date that these financial statements have been issued. However, as the semiconductor industryCompany has generated only limited revenue, it is generally slowsubject to adoptall the risks inherent in the initial organization, financing, expenditures, complications and delays in a new manufacturing process technologies and conducts long testing and qualification processes which have limited the Company’s ability to control, and there can be no assurances of the timing of receipt of meaningful amounts of revenue. In addition, the COVID-19 pandemic has impacted some of the Company’s customer contract negotiations and delayed some engineering work by its customers.business. Accordingly, the Company may require additional capital, the receipt of which cannot be assured. In the event the Company requires additional capital, there can be no guarantee that funds will be available on commercially reasonable terms, if at all. The Company’s future capital requirements and the adequacy of its available funds will depend on many factors, including the Company’s ability to successfully commercialize its technology, in the near term, competing technological and market developments, and the need to enter into collaborations with other companies or acquire technologies to enhance or complement its current offerings. If the Company is unable to secure additional capital, it may be required to curtail its research and development initiatives change its business strategy and take additional measures to reduce costs in order to conserve its cash.
| 3. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Significant accounting policies
There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 13, 2020 except those noted below under the caption “Adoption of recent accounting standards”.February 19, 2021.
Basis of presentation of unaudited condensed financial information
The unaudited condensed financial statements of the Company for the three and nine months ended September 30, 20202021 and 20192020 have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments) which are, in the opinion of management, necessary for the fair presentation of the Company’s financial position and theits results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The balance sheet information as of December 31, 20192020, was derived from the audited financial statements included in the Company's financial statements as of and for the year ended December 31, 20192020, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 13, 2020.February 19, 2021. These unaudited condensed financial statements should be read in conjunction with that report.
| 7 |
Adoption of recent accounting standards
In June 2016,December 2019, the FinancialFASB issued ASU No. 2019-12, Simplifying Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instrumentsfor Income Taxes. The standard’s main goalThis is part of the FASB’s overall initiative to improve financial reporting by requiring earlier recognitionreduce complexity in accounting standards. Amendments include removal of credit losses on financing receivablescertain exceptions to the general principles of Accounting Standard Codification (“ASC”) 740, Income taxes, and simplification in several other financial assets in scope. The new guidance represents significant changes toareas such as accounting for credit losses: (i) full lifetime expected credit losses will be recognized upon initial recognition of an asset in scope; (ii) the current incurred loss impairment modela franchise tax (or similar tax) that recognizes losses when a probable threshold is met will be replaced with the expected credit loss impairment method without recognition threshold; and (iii) the estimate of expected credit losses will bepartially based upon historical information, current conditions, and reasonable and supportable forecasts. ASU No. 2016-13 introduces two distinctive credit loss impairment models: (i) current expected credit losses (“CECL”) impairment model (Subtopic 326-20) applicable to financial assets measured at amortized cost; and (ii) available-for-sale debt securities impairment model (Subtopic 326-30). ASU No. 2016-13 is effective for public entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years.on income. The Company adopted this standard on January 1, 20202021 and it did not have a material impact on its financial position, results of operations or financial statement disclosure.
Recent accounting standards
In August 2020, the FASBFinancial Accounting Standards Board (“FASB”) issued ASUAccounting Standards Update (“ASU”) No. 2020-06, Debt with Conversion and other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40). The new guidance eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, the new guidance modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPSearnings per share computation. This guidance is effective as of January 1, 2022 (Early adoption is permitted effective January 1, 2021). The Company is currently evaluating the effect the updated standard will have on its financial position, results of operations or financial statement disclosure.
disclosure.
| 4. | REVENUE |
The Company recognizes revenue in accordance with ASC 606. The amount of revenue that the Company recognizes reflects the consideration it expects to receive in exchange for goods or services and such revenue is recognized at the time when itgoods or services are transferred and/or delivered to its customers. Revenue is recognized when the Company satisfies a performance obligation by transferring the product or service to the customer,customer. The Company generates revenues from engineering service contracts, integration license agreements and joint development agreements. When the Company’s performance obligation is the promise to grant a license, revenue is recognized either at a point in time or over time. The Company usually recognizes revenue from integration service agreements at a point in time and integration license agreements over a period of time.
Disaggregation of revenue:
The following table provides information about disaggregated revenue by primary geographical markets and timing of revenue recognition for the three and nine month periods ended September 30, 2020 and 2019 (in thousands):
| Information about disaggregated revenue and timing of revenue | ||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Primary geographic markets | ||||||||||||||||
| North America | $ | 0 | $ | 0 | $ | 0 | $ | 62 | ||||||||
| Asia Pacific | 0 | 0 | 400 | 0 | ||||||||||||
| Total | $ | – | $ | – | $ | 400 | $ | 62 | ||||||||
| Timing of revenue recognition | ||||||||||||||||
| Products and services transferred at a point in time | $ | 0 | $ | 0 | $ | 400 | $ | 62 | ||||||||
| Products and services transferred over time | 0 | 0 | 0 | 0 | ||||||||||||
| Total | $ | 0 | $ | 0 | $ | 400 | $ | 62 | ||||||||
| Information about disaggregated revenue and timing of revenue | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||||||
| Primary geographic markets | ||||||||||||||||
| North America | $ | 0 | $ | 50 | $ | 62 | $ | 50 | ||||||||
| Europe | 0 | 104 | 0 | 187 | ||||||||||||
| Asia Pacific | 0 | 100 | 0 | 158 | ||||||||||||
| Total | $ | – | $ | 254 | $ | 62 | $ | 395 | ||||||||
| Timing of revenue recognition | ||||||||||||||||
| Products and services transferred at a point in time | $ | 0 | $ | 222 | $ | 62 | $ | 240 | ||||||||
| Products and services transferred over time | 0 | 32 | 0 | 155 | ||||||||||||
| Total | $ | 0 | $ | 254 | $ | 62 | $ | 395 | ||||||||
Unbilled contracts receivable and deferred revenue:
Timing of revenue recognition may differ from the timing of invoicing customers. Accounts receivable includes amounts billed and currently due from customers. Unbilled contracts receivable represents unbilled amounts expected to be received from customers in future periods, where the revenue recognized to date exceeds the amount billed, and the right to receive payment is subject to the underlying contractual terms. Unbilled contracts receivable amounts may not exceed their net realizable value and are classified as long-term assets if the payments are expected to be received more than one year from the reporting date.
The Company records deferred revenue when revenue will be recognized after invoicing. During the nine months ended September 30, 2020, the Company recognized approximately $37,000 of revenue that was included in deferred revenue as of December 31, 2019.
| 8 |
| 5. | BASIC AND DILUTED LOSS PER SHARE |
Basic net loss per share is calculated by dividing the net loss by the weighted-average number of shares outstanding for the period. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the sum of the weighted average number of shares of common stock outstanding and the dilutive common stock equivalent shares outstanding during the period. The Company’s potentially dilutive common stock equivalent shares, which include incremental common shares issuable upon (i) the exercise of outstanding stock options and warrants and (ii) vesting of restricted stock units and restricted stock awards, are only included in the calculation of diluted net loss per share when their effect is dilutive. Since the Company has had net losses for all periods presented, all potentially dilutive securities are anti-dilutive. Accordingly, basic and diluted net loss per share are equal.
The following potential common stock equivalents were not included in the calculation of diluted net loss per common share because the inclusion thereof would be anti-dilutive (in thousands):
| Schedule of anti dilutive shares | ||||||||||||||||
Three and Nine Months Ended September 30, | Three and Nine Months Ended September 30, | |||||||||||||||
| 2020 | 2019 | 2021 | 2020 | |||||||||||||
| Stock Options | ||||||||||||||||
| Unvested restricted stock | ||||||||||||||||
| Warrants | ||||||||||||||||
| Total | ||||||||||||||||
| 6. | LEASES |
The Company leases corporate office space in Los Gatos, California. In August 2020, the Company and its landlord amended the lease offor this office. This amendment extends the expiration date of the operating lease from January 2021 to January 2026 and increases the space from 3,396 square feet to 4,101 square feet. Under Accounting Standard Codification (“ASC”)ASC 842, the lease amendment was treated as a separate lease for the new space and a modification of the lease for the original space. An additional right-of-use (“ROU”) asset and lease liability of approximately $$681,000 were recorded duringat the threetime of the amendment. In January 2021 the additional space became available for use, and nine months ended September 30, 2020.the Company recorded an additional ROU asset and corresponding liability of approximately $144,000. The lease liability is based on the present value of the minimum lease payments, discounted using the Company’s estimated incremental borrowing rate of 5.5%5.5%. The lease contains escalating payments on the anniversary of the original commencement which are included in the measurement of the initial lease liability. Additional payments based on a change in the Company’s share of the operating expenses, including property taxes and insurance, are recorded as a period expense when incurred. Lease expense
In March 2021, the Company began leasing 474 square feet of office space in Tempe, Arizona. The new lease is classified as an operating lease with an initial term of two years and an option to extend for operating leases consistsan additional three years through February 2026. The lease also contains a performance standard for research collaboration with Arizona State University. The agreement requires a minimum value of collaborative research in each year of the lease. The lease is accounted for under ASC 842 and accordingly, the research payments are included in the ROU and lease liability at the commencement. In March 2021, the Company recorded an ROU and associated lease liability of approximately $238,000. The lease liability is based on the present value of the minimum lease payments, recognized on a straight-line basisdiscounted using the Company’s estimated incremental borrowing rate of 5.25% over the lease term. When the additional space is available for use,five years, as the Company expects to record an additional ROU asset and corresponding liabilitylease the space through the three-year extension. The lease also contains escalating payments on the anniversary of approximately $144,000. This is expectedthe original commencement which are included in early 2021.
the measurement of the initial lease liability.
| 9 |
The components of operating lease costs were as follows (in thousands):
| Components of lease costs | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||||||
| Fixed lease costs | $ | 30 | $ | 27 | $ | 83 | $ | 81 | ||||||||
| Variable lease costs | 9 | 14 | 36 | 40 | ||||||||||||
| Short term lease costs | 11 | 7 | 28 | 23 | ||||||||||||
| Total operating lease costs | $ | 50 | $ | 48 | $ | 147 | $ | 144 | ||||||||
Future minimum payments under non-cancellable leases as of September 30, 2020 were as follows (in thousands):
| Schedule of future minimum lease payments | ||||
| For the Year Ended December 31, | Amount | |||
| Remaining 2020 | $ | 27 | ||
| 2021 | 108 | |||
| 2022 | 166 | |||
| 2023 | 170 | |||
| 2024 & thereafter | 371 | |||
| Total future minimum lease payments | 842 | |||
| Less imputed interest | (119 | ) | ||
| Total lease liability | $ | 723 | ||
The following table provides supplemental information and non-cash activity related to the Company’s operating leases (in thousands):
| Supplemental non-cash activity related to operating leases | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||||||
| Operating cash flow information: | ||||||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities | $ | 41 | $ | 40 | $ | 123 | $ | 120 | ||||||||
| Non-cash activity: | ||||||||||||||||
| Right-of-use assets obtained in exchange for the lease obligations | $ | 681 | $ | 0 | $ | 681 | $ | 295 | ||||||||
In October 2019, the Company entered into an agreement to lease a tool for use in the development of the Company’s technology. The lease is for five 5years at $150,000$150,000 per month. The lease commencement date is anticipated to be in November 2020, at which time the Company will account for the lease under ASC 842.month and commenced on August 1, 2021. A prepayment of $450,000 was made in the nine months ended September 30, 2020 this paymentwhich represents the final three monthly payments under the lease and iswas recorded as a long-term prepaid until the lease commencement. At commencement, the Company recorded an ROU asset of approximately $6.4 million and a corresponding lease liability of approximately $6.0 million. The lease was classified as a financing lease and accordingly, amortization is recorded as a research and development expense in the Company’s condensed statement of operations. Interest expense is also recorded and included in other income or expense in the Company’s condensed statement of operations. The lease liability is based on the present value of the minimum lease payments, discounted using the Company’s estimated incremental borrowing rate of 5.25% at whichthe time itof commencement. The lease payment of $150,000 per month includes approximately $30,000 in supplies and maintenance that is recorded as an operating expense and is not included in the valuation of the lease liability. The Company elected to exclude these costs from the asset and related lease liability valuation for this class of assets. These costs will be recordexpensed as operating expenses in accordance with ASC 842.the period incurred.
Lease expense for operating leases consists of the lease payments recognized on a straight-line basis over the lease term. Expenses for financing leases consists of the amortization expenses recognized on a straight-line basis over the lease term and interest expense. The components of lease costs were as follows (in thousands):
| Components of lease costs | ||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Financing lease costs: | ||||||||||||||||
| Amortization of ROU Assets | $ | 211 | $ | 0 | $ | 211 | $ | 0 | ||||||||
| Interest on lease liabilities | 52 | 0 | 52 | 0 | ||||||||||||
| Operating lease costs | ||||||||||||||||
| Fixed lease costs | 63 | 30 | 177 | 83 | ||||||||||||
| Variable lease costs | 0 | 9 | 0 | 36 | ||||||||||||
| Short-term lease costs | 10 | 11 | 32 | 28 | ||||||||||||
| Total operating lease costs | $ | 336 | $ | 50 | $ | 472 | $ | 147 | ||||||||
Future minimum payments under non-cancellable leases as of September 30, 2021 were as follows (in thousands):
| Schedule of future minimum lease payments | ||||||||
| For the Year Ended December 31, | Financing leases | Operating leases | ||||||
| Remaining 2021 | $ | 597 | $ | 60 | ||||
| 2022 | 1,436 | 239 | ||||||
| 2023 | 1,436 | 271 | ||||||
| 2024 | 1,436 | 278 | ||||||
| 2025 & thereafter | 1,914 | 305 | ||||||
| Total future minimum lease payments | 6,819 | 1,153 | ||||||
| Less imputed interest | (743 | ) | (130 | ) | ||||
| Total lease liability | $ | 6,076 | $ | 1,023 | ||||
The following table provides supplemental information and non-cash activity related to the Company’s operating and financing leases (in thousands):
| Supplemental non-cash activity related to operating leases | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Operating cash flow information: | ||||||||||||||||
| Cash paid for amounts included in the measurement of operating lease liabilities | $ | 52 | $ | 41 | $ | 90 | $ | 123 | ||||||||
| Cash paid for amounts included in the measurement of financing lease liabilities | 0 | 0 | 0 | 0 | ||||||||||||
| Non-cash activity: | ||||||||||||||||
| Right-of-use assets obtained in exchange for operating lease obligations | $ | 0 | $ | 681 | $ | 382 | $ | 681 | ||||||||
| Right-of-use assets obtained in exchange for financing lease obligations | $ | 6,383 | $ | 0 | $ | 6,383 | $ | 0 | ||||||||
The weighted average remaining discount rate is 5.25% for the Company’s operating and financing leases. The weighted average remaining lease term is 4.4 years for operating leases and 4.8 years for financing leases.
| 10 |
| 7. | WARRANTS |
A summary of warrant activity for the nine months ended September 30, 20202021 is as follows (in thousands except per share amounts and contractual term):
| Schedule of warrant activity | ||||||||||||||||||||||||
Number of Shares | Weighted- Average Exercise Price | Weighted- Remaining Contractual Term (In Years) | Number of Shares | Weighted- Average Exercise Price | Weighted- Remaining Contractual Term (In Years) | |||||||||||||||||||
| Outstanding at January 1, 2020 | 765 | $ | 5.75 | |||||||||||||||||||||
| Outstanding at January 1, 2021 | 320 | $ | 9.47 | |||||||||||||||||||||
| Exercised | (386 | ) | $ | 2.34 | (318 | ) | $ | 9.38 | ||||||||||||||||
| Expired | (10 | ) | $ | 0.15 | (1 | ) | $ | 9.38 | ||||||||||||||||
| Outstanding at September 30, 2020 | 369 | $ | 9.46 | 0.8 | ||||||||||||||||||||
| Outstanding at September 30, 2021 | 1 | $ | 33.75 | |||||||||||||||||||||
The warrants outstanding at September 30, 20202021 had an intrinsic value of approximately $ based on a per-share stock price of $10.45$ as of September 30, 2020.2021.
On March 17, 2020, 196,602 warrants with an exercise price of $3.75 were set to expire. Prior to the expiration, the Company entered into an agreement with the warrant holders, whereby it modified the terms of the warrants to extend the expiration date until September 17, 2020 in exchange for the removal of a cashless exercise provision. No other terms were modified. Due to this modification, the Company incurred a modification expense of approximately $139,000 that is included in general and administrative expenses on the Condensed Statement of Operations for the nine months ended September 30, 2020. All of the modified warrants were exercised on August 6, 2020.
In January 2021, warrants for shares were presented for cashless exercises resulting in the issuance of shares of common stock.
| 8. | STOCK BASED COMPENSATION |
In May 2017, the Company’s shareholders approved its 2017 Stock Incentive Plan (“2017 Plan”) after its 2007 Stock Incentive Plan (“2007 Plan”) had expired in March 2017. The 2017 Plan provides for the grant of non-qualified stock options and incentive stock options to purchase shares of the Company’s common stock and for the grant of restricted and unrestricted shares. The 2017 Plan provides for the issuance of shares of common stock. All of the Company’s employees and any subsidiary employees (including officers and directors who are also employees), as well as all of the Company’s nonemployee directors and other consultants, advisors and other persons who provide services to the Company are eligible to receive incentive awards under the 2017 Plan. Generally, stock options and restricted stock issued under the 2017 Plan vest over a period of one to four years from the date of grant.
The following table summarizes the stock-based compensation expense recorded in the Company’s results of operations during the three and nine months ended September 30, 20202021 and 20192020 for stock options and restricted stock granted under the 2017 Plan and the 2007 Plan (in thousands):
| Schedule of stock-based compensation expense | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Research and development | $ | 267 | $ | 319 | $ | 757 | $ | 843 | ||||||||
| General and administrative | 442 | 470 | 1,451 | 1,269 | ||||||||||||
| Selling and Marketing | 47 | 40 | 126 | 112 | ||||||||||||
| Total | $ | 756 | $ | 829 | $ | 2,334 | $ | 2,224 | ||||||||
| Schedule of stock-based compensation expense | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||||||
| Research and development | $ | 319 | $ | 223 | $ | 843 | $ | 622 | ||||||||
| General and administrative | 470 | 541 | 1,269 | 1,557 | ||||||||||||
| Selling and Marketing | 40 | 34 | 112 | 101 | ||||||||||||
| $ | 829 | $ | 798 | $ | 2,224 | $ | 2,280 | |||||||||
As September 30, 2021, there was approximately $ million of total unrecognized compensation expense related to unvested share-based compensation arrangements. This cost is expected to be recognized over a weighted-average period of years.
| 11 |
As September 30, 2020, there was approximately $ million of total unrecognized compensation expense related to unvested share-based compensation arrangements that are expected to vest. This cost is expected to be recognized over a weighted-average period of years.
The weighted average grant date fair value per share of the options granted under the Company’s 2017 Plan was $ and $ for the three and nine months ended September 30, 2021, respectively. The weighted average grant date fair value per share of the options granted under Company’s 2017 plan was $ and $ for the three and nine months ended September 30, 2020, respectively. The weighted average grant date fair value per share of the options granted under the Company’s 2017 Plan was $ for the nine months ended September 30, 2019.
The following table summarizes stock option activity during the nine months ended September 30, 20202021 (in thousands except exercise prices and contractual terms):
| Schedule of stock option activity | ||||||||||||||||||||||||||||||||
Number of Shares | Weighted- Average Exercise Prices | Weighted- Remaining Contractual Term (In Years) | Intrinsic Value | Number of Shares | Weighted- Average Exercise Prices per Share | Weighted- Remaining Contractual Term (In Years) | Intrinsic Value | |||||||||||||||||||||||||
| Outstanding at January 1, 2020 | 2,935 | $ | 6.36 | |||||||||||||||||||||||||||||
| Outstanding at January 1, 2021 | 3,446 | $ | 5.97 | |||||||||||||||||||||||||||||
| Granted | 664 | $ | 4.20 | 153 | $ | 21.77 | ||||||||||||||||||||||||||
| Exercised | (136 | ) | $ | 5.76 | (506 | ) | $ | 6.14 | ||||||||||||||||||||||||
| Outstanding at September 30, 2020 | 3,463 | $ | 5.97 | 6.77 | $ | 15,677 | ||||||||||||||||||||||||||
| Exercisable at September 30, 2020 | 2,404 | $ | 6.62 | 5.92 | $ | 9,358 | ||||||||||||||||||||||||||
| Forfeited | (118 | ) | $ | 4.50 | ||||||||||||||||||||||||||||
| Outstanding at September 30, 2021 | 2,975 | $ | 6.81 | $ | 48,544 | |||||||||||||||||||||||||||
| Exercisable at September 30, 2021 | 2,310 | $ | 6.47 | $ | 38,471 | |||||||||||||||||||||||||||
During the nine months ended September 30, 2020,2021, the Company granted options under the 2017 Plan to purchase approximately shares of its common stock to its employees. The fair value of these options was approximately $1.92.3 million at the time of grant.
The Company issues restricted stock to employees, directors and consultants and estimates the fair value based on the closing price on the day of grant. The following table summarizes all restricted stock activity during the nine months ended September 30, 20202021 (in thousands except per share data):
| Schedule of restricted stock option activity | ||||||||||||||||
Number of Shares | Weighted- Average Grant Date | Number of Shares | Weighted- Average Grant Date | |||||||||||||
| Outstanding at January 1, 2020 | 486 | $ | 4.50 | |||||||||||||
| Outstanding at January 1, 2021 | 642 | $ | 4.43 | |||||||||||||
| Granted | 463 | $ | 4.43 | 89 | $ | 21.02 | ||||||||||
| Vested | (233 | ) | $ | 4.57 | (216 | ) | $ | 6.39 | ||||||||
| Outstanding non-vested shares at September 30, 2020 | 716 | $ | 4.43 | |||||||||||||
| Forfeited | (63 | ) | $ | 5.69 | ||||||||||||
| Outstanding non-vested shares at September 30, 2021 | 452 | $ | 6.58 | |||||||||||||
During the nine months ended September 30, 2020,2021 the Company granted approximately restricted stock awards under the 2017 Plan to its employees and directors. The fair value of these awards was approximately $2.11.9 million at the time of grant.
During the nine months ended September 30, 2021, approximately restricted stock awards were forfeited and reissued under the Company’s equity compensation plan.
| 9. | PROVISION FOR INCOME TAXES |
The Company recorded a provision for income taxes of approximately $17,000 and $48,000 during the three and nine months ended September 30, 2021, respectively. The provision is for withholding of income taxes accrued in foreign jurisdictions where we have income. The Company recorded the provision in accordance with ASC 740 using its estimated annual tax rate and applied it to the net loss for the three and nine months ended September 30, 2021.
| 12 |
| COMMITMENTS AND CONTINGENCIES |
Litigation, Claims and Assessments
The Company may be subject to periodic lawsuits, investigations and claims that arise in the ordinary course of business. The Company is not party to any material litigation as of September 30, 2020,2021, or through the date these financial statements have been issued.
| SUBSEQUENT EVENTS |
Management has evaluated subsequent events and transactions through the date these financial statements were issued.
Between October 1, 2020 and the date of filing this report, the Company issued and sold 484,148 shares of its common stock through the At-The-Market program initiated in September 2020. Net proceeds from the sale of these shares after sales commissions and expenses was approximately $5.0 million.
| 13 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of the financial condition and results of operations of Atomera Incorporated should be read in conjunction with our unaudited condensed financial statements and the accompanying notes that appear elsewhere in this filing. Statements in this Quarterly Report on Form 10-Q include forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements. Although forward-looking statements in this Quarterly Report reflect the good faithgood-faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks, uncertainties, and changes in condition, significance, value and effect, including those risk factors set forth under the heading “Risk Factors” within our Prospectus Supplement filed pursuant to Rule 424(b)(5) with the SEC on September 2, 2020 and other documents we subsequently file from time to time with the SEC, such as our Annual Report on Form 10-K filed with the SEC on March 13, 2020,February 19, 2021, quarterly reports on Form 10-Q and our current reports on Form 8-K. Such risks, uncertainties and changes in condition, significance, value and effect could cause our actual results to differ materially from those expressed herein and in ways not readily foreseeable. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report and are based on information currently and reasonably known to us. We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Quarterly Report. Readers are urged to carefully review and consider the various disclosures made in this Quarterly Report, which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.
Overview
We are engaged in the business of developing, commercializing and licensing proprietary materials, processes and technologies for the $450+ billion semiconductor industry. Our lead technology, named Mears Silicon TechnologyTM, or MST®, is a thin film of reengineered silicon, typically 100 to 300 angstroms (or approximately 20 to 60 silicon atomic unit cells) thick. MST can be applied as a transistor channel enhancement to CMOS-type transistors, the most widely used transistor type in the semiconductor industry. MST is our proprietary and patent-protected performance enhancement technology that we believe addresses a number of key engineering challenges facing the semiconductor industry. We believe that by incorporating MST, transistors can be made smaller, with increased speed, reliability and powerenergy efficiency. In addition, since MST is an additive and low-cost technology, we believe it can be deployed on an industrial scale, with machinesequipment commonly used in semiconductor manufacturing. We believe that MST can improve existing products due to the physical properties of the film and can also enable customers to design products with performance, power and scaling characteristics that are not possible using their current process technologies. We believe that MST can be widely incorporated into a wide range of the most common types of semiconductor products, including analog, logic, optical and memory integrated circuits.
We do not intend to design or manufacture integrated circuits directly. Instead, we develop and license technologies and processes that we believe offer the designers and manufacturers of integrated circuits a low-cost solution to the industry’s need for greater performance and lower power consumption. Our customers and partners include:
| · | foundries, which manufacture integrated circuits on behalf of fabless manufacturers; |
| · | integrated device manufacturers, or IDMs, which are the fully integrated designers and manufacturers of integrated circuits; |
| · | fabless semiconductor manufacturers, which are designers of integrated circuits that outsource the manufacture of their chips to foundries; |
| · | original equipment manufacturers, or OEMs, |
| · | electronic design automation companies, which make tools used throughout the industry to simulate the performance of semiconductor products using different materials, design structures and process technologies. |
| 14 |
Our commercialization strategy is to generate revenue through licensing arrangements whereby foundries, IDMs and fabless semiconductor manufacturers pay us a license fee for their right to use MST technology in the manufacture of silicon wafers as well as a royalty for each silicon wafer or device that incorporates our MST technology. To date we have generated revenue from (i) a joint development agreement, or JDA, with a leading semiconductor provider that includes license grants and engineering services, (ii) licensing agreements with two IDMs and one fabless manufacturer and (ii)(iii) engineering services provided to foundries, IDMs and fabless companies.
We were organized as a Delaware limited liability company under the name Nanovis LLC on November 26, 2001. On March 13,14, 2007, we converted to a Delaware corporation under the name Mears Technologies, Inc. On January 12, 2016, we changed our name to Atomera Incorporated.
On August 10, 2016, we closed our initial public offering of 3,680,000 shares of common stock at a public offering price of $7.50 per share. We received approximately $24.7 million in net proceeds after deducting underwriting discounts and commission and other offering expenses.
On October 15, 2018, we closed an underwritten public offering of 2,625,000 shares of common stock at a public offering price of $4.75 per share, resulting in approximately $11.4 million of net proceeds to us after deducting underwriting discounts and commission and other offering expenses.
On May 30, 2019, we closed a registered direct offering of 1,675,000 shares of common stock at a price of $4.00 per share, resulting in approximately $6.4 million of net proceeds to us after deducting placement agent fees and other offering expenses.
On May 15, 2020, we closed an underwritten public offering of 2,024,000 shares of common stock at a public offering price of $5.00 per share, resulting in approximately $9.4 million of net proceeds to us after deducting underwriting commission and other offering expenses.
On September 2, 2020, we entered into an Equity Distribution Agreement with Craig-Hallum Capital Group LLC, as agent, under which we maycould offer and sell, from time to time at our sole discretion, shares of our common stock having an aggregate offering price of up to $25.0 million in an “at-the-market” or ATM offering, to or through the agent. AsWe announced the completion of September 30, 2020, 845,730this offering on January 5, 2021 after 2,221,575 shares havehad been sold at an average price per share of approximately $10.48 million,$11.25, resulting in approximately $8.5$24.2 million of net proceeds to us after deducting commissions and other offering expenses. Between October 1, 2020 and the date of tiling this report, we sold an additional 484,148 shares of our common stock at average price of $10.62 resulting in net proceeds of approximately $5.0 million
Results of Operations
Revenues. To date, we have only generated limited revenue from customer engagements forthrough a JDA, integration engineering services and integration license agreements. In the future, we expect to collect increased fees from license agreements, which in some cases may be part of a JDA, and royalties from customer sales of products that incorporate our MST technology, subjecttechnology. Our JDA includes the grant of an upfront, paid manufacturing license allowing the customer to install the recipe for our MST film into a tool in their fab and to fabricate semiconductor wafers incorporating MST, as well as development milestones that, if achieved, could result in additional revenue to Atomera. However, the JDA does not confer commercial distribution rights. Revenue from the grant of licenses to MST is recognized either at a point in time or over time, depending on the nature of the grant. We have determined that the limited manufacturing license granted to our abilityJDA customer when we delivered the MST recipe was distinct from any obligations to enter into manufacturingprovide other goods or services and distribution license agreements withwas a right to use our currentintellectual property and future licensees. therefore recognized revenue at the point in time when we delivered the recipe.
Our integration services consist of depositing our MST film on semiconductor wafers, delivering such wafers to customers to finalize building devices, and performing tests for customers evaluating MST. The integration license agreements we have entered into to date grant the licensees the right to build products that integrate our MST technology deposited by us onto their semiconductor wafers, but the agreements do not grant the licensees the rights to manufacture on their site or to sell products incorporating MST. For revenue recognition purposes, we have determined that the grant of rights in integration licenses is not distinct from the delivery of integration services, and therefore revenue from both integration licenses and integration services is recognized as the services are provided to the customer. In general, this is proportionate to the delivery of MST processed wafers to the customer, but if the agreements do not specify a time and quantity of wafer delivery, we will record revenue over the period of time of which we anticipate delivering an estimated quantity of wafers.
Revenue for each of the three months ended September 30, 2021 and 2020 and 2019 was approximately $0 and $254,000, respectively.$0. Revenue for the nine months ended September 30, 20192021 and 2020 was approximately $400,000 and $62,000, and $395,000, respectively. Revenue in all periods was generated from integration license agreements and integration engineering services.
Cost of Revenue. Cost of revenue consists of costs of materials, as well as direct compensation and expenses incurred to provide integration engineering services. Cost of revenue was approximately $0 and $204,000 for each of the three months ended September 30, 20202021 and 2019, respectively.2020. Cost of revenue was approximately $13,000$0 and $224,000$13,000 for the nine months ended September 30, 20202021 and 2019,2020, respectively. We anticipate that our cost of revenue will vary substantially depending on the mix of integration license and integration engineering services and the nature of products and/or services delivered in each customer engagement.
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Operating Expenses. ExpensesOperating expenses consist of research and development, general and administrative, and selling and marketing expenses. For the three months ended September 30, 20202021 and 20192020 our operating expenses totaled approximately $3.6$4.1 million and $3.2$3.6 million, respectively. For the nine months ended September 30, 20202021 and 20192020, our operating expenses totaled approximately $11.1$11.9 million and $10.7$11.1 million, respectively.
Research and development expense. To date, our operations have focused on the research, development, patent protection, and commercialization of our processes and technologies related to MST. Our research and development costs primarily consist of payroll and benefit costs for our engineering staff and costs of outsourced fabrication and metrology of semiconductor wafers incorporating our MST technology.
For Research and development costs were approximately $2.2 and $2.0 million for the three months ended September 30, 2021 and 2020, respectively representing an increase of approximately $183,000, or 9%. This increase in primarily due to our new tool lease that began in August 2021.
For the nine months ended September 30, 2021 and 2019,2020, we incurred approximately $2.0$6.5 million and $1.7$6.2 million, respectively, of research and development expense, an increase of approximately $303,000 or 17%. The increase in research and development expense is primarily due to additional headcount and an increase in outsourced research and development costs.
For the nine months ended September 30, 2020 and 2019, we incurred approximately $6.2 million and $5.9 million, respectively, of research and development expense, an increase of approximately $267,000$333,000 or 5%. The increase in research and development expense is primarily due to additional headcount and the new tool lease, offset by a decrease in outsourced research and development costs.
General and administrative expense. General and administrative expenses consist primarily of payroll and benefit costs for administrative personnel, office-related costs and professional fees. General and administrative costs were approximately $1.6 and $1.3 million for the three months ended September 30, 2021 and 2020, and 2019 were approximately $1.3 million and $1.2 million, respectively, representing anrespectively. The increase of approximately $83,000$315,000, or 7%. The increase in general and administrative expenses24% is primarily the due the increaseto increases in patent-related legal expenses related to increasingfees and maintaining our patent portfolio.higher insurance costs.
General and administrative costs for the nine months ended September 30, 20202021 and 20192020 were approximately $4.2$4.7 million and $4.0$4.2 million, respectively, representing an increase of approximately $199,000$409,000, or 5%10%. The increase in costs was primarily due to an increaseincreases of approximately $384,000$214,000 in professional fees primarily for patent expenses, director fees related to the addition of a new independent board memberinsurance costs, approximately $90,000 in rent costs and an approximately $139,000 expense resulting from the modification of expiring warrants (see note 7 to our condensed financial statements included elsewhere$182,000 in this report). These increases werestock-based compensation, offset in part by a decrease in stock-based compensation expense of approximately $288,000.$111,000 in professional fees.
Selling and marketing expense. Selling and marketing expenses consist primarily of salary and benefits for our sales and marketing personnel. Selling and marketing expenses for the three months ended September 30, 20202021 and 20192020 were approximately $208,000$267,000 and $240,000,$208,000, respectively, representing a decreasean increase of approximately $32,000,$59,000, or 13%28%. The decreaseincrease in costs is primarily related to a lower bonus accrual.increased spending in new marketing initiatives.
Selling and marketing expenses for the nine months ended September 30, 2021 and 2020 were approximately $670,000 and $648,000, respectively, representing an increase of approximately $22,000, or 3%. The increase in costs is primarily related to increased spending in new marketing initiatives offset by lower payroll and related expenses.
Interest income. Interest income for the three months ended September 30, 2021 and 2020 was approximately $2,000 and $1,000, respectively. Interest income for the nine months ended September 30, 2021 and 2020 was approximately $7,000 and $41,000, respectively. Interest income for each period related to interest earned on our cash and cash equivalents. The decrease in interest income was due to the fall in interest rates during 2020 and into 2021.
Interest expense. Interest expense for the three and nine months ended September 30, 2021 and 2021 was approximately $52,000 for each period. There was no interest expense recorded for the three and nine months ended September 30, 2020. Interest expense is related to the new tool financing lease entered into in August 2021.
Provision for income taxes. The provision for income taxes for the three months ended September 30, 2021 and 2020 was approximately $17,000 and $0, respectively. The provision for income taxes for the nine months ended September 30, 2021 and 2020 was approximately $48,000 and $0, respectively. Our provision is for income taxes due to a foreign country arising from withholding taxes imposed on payments received for revenue.
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SellingCash Flows from Operating, Investing and marketing expensesFinancing Activities
Net cash used in operating activities of approximately $9.4 million for the nine months ended September 30, 2020 and 2019 were approximately $648,000 and $712,000, respectively, representing a decrease2021 resulted primarily from our net loss of approximately $64,000, or 9%. The decrease in costs is primarily related to a reduction$11.5 million and an increase of approximately $22,000$297,000 in payroll relatedprepaid expenses and a declineother assets, offset by approximately $2.3 million of $47,000 in travel expenses.
Interest income. Interest income for the three months ended September 30, 2020 and 2019 was approximately $1,000 and $89,000, respectively. Interest income for the nine months ended September 30, 2020 and 2019 was approximately $41,000 and $265,000, respectively. Interest income for each period related to interest earned on our cash and cash equivalents and decreased as our average cash balances declined and interest rates continued to fall during 2020. While we finished the quarter with a higher cash balance, most of the cash was received at the end of the period.
Cash Flows from Operating, Investing and Financing Activitiesstock-based compensation.
Net cash used in operating activities of approximately $9.1 million for the nine months ended September 30, 2020 resulted primarily from our net loss of approximately $11.0 million adjusted by approximately $2.2 million in stock-based compensation expense, offset by an increase of approximately $499,000 in prepaids and other assets.
Net cash used in operatinginvesting activities of approximately $8.5 million$102,000 for the nine months ended September 30, 2019 resulted primarily from our net loss of approximately $10.3 million adjusted by approximately $2.3 million for stock-based compensation expense2021 and a decrease in liabilities of approximately $514,000.
Net cash used in investing activities of approximately $56,000 for the nine months ended September 30, 2020 and approximately $51,000 for nine months ended September 30, 2019 consisted of the purchase of computers, lab tools and lab equipment.leasehold improvements for the remodeled Los Gatos office space and new Tempe office space.
Net cash provided by financing activities of approximately $3.4 million for the nine months ended September 30, 2021 related to the exercise of approximately 506,000 stock options and net proceeds from our at-the-market offering which began in September 2020 and concluded in January 2021.
Net cash provided by financing activities of approximately $19.6 million for the nine months ended September 30, 2020 was primarily related to the net proceeds from our underwritten public offering in May 2020, proceeds from our ATM program in September 2020 and the exercise of approximately 386,000 warrants and approximately 136,000 stock options during this nine-monthnine month period.
Net cash provided by financing activities of approximately $6.4 million for the nine months ended September 30, 2019 related to the net proceeds from our registered direct offering of common stock in May 2019.
Liquidity and Capital Resources
As of September 30, 2020,2021, we had cash and cash equivalents of approximately $25.3$31.8 million and working capital of approximately $24.1$29.3 million. For the nine months ended September 30, 2020,2021, we had a net loss of approximately $11.0$11.5 million and used approximately $9.1$9.4 million of cash and cash equivalents in operations. Since inception, we have incurred recurring operating losses.
As of the date of this report, weWe believe that our available working capital is sufficient to fund our presently forecasted working capital requirements for, at least, the next 12 months following the date of the filing of this report. However, the semiconductor industry is generally slow to adopt new manufacturing process technologies and conducts long testing and qualification processes which we have limited ability to control, and there can be no assurance of the timing of our receipt of meaningful amounts of revenue. In addition, the ongoing COVID-19 pandemic has impacted some customer contract negotiations and delayed engineering work by some of our customers. Accordingly, the economic uncertainty caused by the pandemic may negatively impact our ability to generate revenue.
Our future capital requirements and the adequacy of our available funds will depend on many factors, including our ability in the near term, to successfully commercialize our MST technology, competing technological and market developments;developments, and the need to enter into collaborations with other companies or acquire technologies to enhance or complement our current offerings. If we are not able to generate sufficient revenue from license fees and royalties in a timeframe that satisfies our cash needs, we will need to raise more capital. In the event we require additional capital, we will endeavor to acquire additional funds through various financing sources, including follow-on equity offerings, debt financing and joint ventures with industry partners. In addition, we will consider alternatives to our current business plan that may enable to us to achieve revenue-producing operations and meaningful commercial success with a smaller amount of capital. If we are unable to secure additional capital, we may be required to curtail our research and development initiatives change our business strategy and take additional measures to reduce costs in order to conserve its cash.
Off-Balance Sheet Arrangements
We have not entered into any off-balance sheet arrangements or issued guarantees to third parties.
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Recent Accounting Standards
We are required to adopt certain new accounting standards, see note 3 to the condensed financial statements included in Item 1 of this Form 10-Q.
Critical Accounting Policies
There have been no changes to our critical accounting policies from those included in our Annual Report on Form 10-K for the year ended December 31, 20192020 filed with the SEC on March 13, 2020.February 19, 2021
Item 3. Quantitative and Qualitative Disclosure about Market Risk.
Not applicable.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our chief executive officer and principal financial and accounting officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. Based on this evaluation, management concluded that our disclosure controls and procedures were effective as of September 30, 2020.2021.
Changes in Internal Control over Financial Reporting
There have not been any changes to our internal controls over financial reporting (as defined by Rule 13a-15(f) and 15(d)-15(f) under the Exchange Act) during the three-month period ended September 30, 20202021 that have material affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
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PART II. Other Information
Item 1A. Risk Factors
The primary risk factors affecting our business have not changed materially from the risk factors set forth in our Prospectus Supplement filed with the SEC on September 2, 2020 or our Annual Report on Form 10-K for the year ended December 31, 2019.2020 filed with the SEC on February 19, 2021.
Item 5.Other Information
(b) On October 21, 2021, our Board of Directors, or Board, approved and adopted our First Amended and Restated Bylaws, or Amended Bylaws, of the Corporation. Among the changes in the Amended Bylaws is an advance notice requirement for any stockholder nominations or business at an annual or special meeting of stockholders, set forth in Section 1.13 of the Amended Bylaws.
Pursuant to Section 1.13 of our Amended Bylaws, if you wish to bring a proposal before the stockholders or nominate a director at our 2022 annual meeting of stockholders, but you are not requesting that your proposal or nomination be included in next year’s proxy materials, you must deliver such proposal or nomination to our President or our principal executive officer at our principal place of business, in writing, not later than the close of business on February 5, 2022 nor earlier than the close of business on January 6, 2022. However, if our 2022 annual meeting of stockholders is not held between April 6, 2022 and June 5, 2022, to be timely, notice by the stockholder must be received no earlier than the close of business on the 120th day prior to the 2022 annual meeting of stockholders and not later than the close of business on the later of the 90th day prior to the 2022 annual meeting of stockholders or the 10th day following the day on which public announcement of the date of the 2022 annual meeting of stockholders is first made. You are also advised to review our Amended Bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations.
The person presiding over our 2022 annual meeting of stockholders may determine, if the facts warrant, that a proposal or nomination has not been properly brought before the meeting and, therefore, may not be considered at the meeting. In addition, the proxy solicited by the Board for the 2022 annual meeting of stockholders will confer discretionary voting authority with respect to (i) any proposal presented by a stockholder at that meeting for which we have not been provided with timely notice and (ii) any proposal made in accordance with our Amended Bylaws, if the 2022 annual meeting proxy statement briefly describes the matter and how management’s proxy holders intend to vote on it, and if the stockholder does not comply with the requirements of Rule 14a-4(c)(2) promulgated under the Securities Exchange Act of 1934.
Item 6. Exhibits
The following is a list of exhibits filed as part of this Report on Form 10-Q:
Exhibit No. | Description | Method of | ||
| 3.1 | First Amendment and Restated Bylaws of Atomera Incorporated | Incorporated by reference from Registrant’s Current Report on Form 8-K filed on October 27, 2021 | ||
| 31.1 | Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of | Filed electronically herewith | ||
| 31.2 | Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of | Filed electronically herewith | ||
| 32.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350). | |||
| Filed electronically herewith | ||||
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | Filed electronically herewith | ||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | Filed electronically herewith | ||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | Filed electronically herewith | ||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | Filed electronically herewith | ||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | Filed electronically herewith | ||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | Filed electronically herewith | ||
| 104 | Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101). | Filed electronically herewith | ||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and the on the date indicated.
| ATOMERA INCORPORATED. | |||
| Date: November | By: | /s/ Scott A. Bibaud | |
| Scott A. Bibaud Chief Executive Officer, | |||
| (Principal Executive Officer) | |||
| and Director | |||
| Date: November | By: | /s/ Francis B. Laurencio | |
| Francis B. Laurencio | |||
| Chief Financial Officer | |||
| (Principal Financial and | |||
| Accounting Officer) | |||
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