ATOMERA INCORPORATED (NASDAQ:ATOM) Files An 8-K Entry into a Material Definitive Agreement

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ATOMERA INCORPORATED (NASDAQ:ATOM) Files An 8-K Entry into a Material Definitive Agreement

ATOMERA INCORPORATED (NASDAQ:ATOM) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01

On May 13, 2020, Atomera Incorporated (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with National Securities Corporation (the “Underwriter”), relating to an underwritten public offering of 1,760,000 shares (the “Shares”) of the Company’s common stock, $0.001 par value. All of the Shares are being sold by the Company. The offering price to the public is $5.00 per share, and the Underwriter has agreed to purchase the Shares from the Company to the Underwriting Agreement at a price of $4.70 per share. Under the terms of the Underwriting Agreement, the Company granted the Underwriter a 45-day option to purchase up to an additional 264,000 shares of common stock.

The Underwriting Agreement includes customary representations, warranties and covenants by the Company and customary conditions to closing, obligations of the parties and termination provisions. Additionally, under the terms of the Underwriting Agreement, the Company has agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments the Underwriter may be required to make in respect of these liabilities.

The Shares will be issued to a shelf registration statement that the Company filed with the Securities and Exchange Commission, which became effective on November 15, 2019 (File No. 333-234382). A preliminary prospectus supplement relating to the offering was filed with the Securities and Exchange Commission on May 12, 2020. The closing of the offering is expected to take place on or about May 18, 2020, subject to the satisfaction of customary closing conditions.

A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference.  The foregoing description of the material terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.

A copy of the legal opinion and consent of Greenberg Traurig, LLP relating to the Shares is attached hereto as Exhibit 5.1.

The Company issued a press release on May 12, 2020 announcing the launch of the public offering and a press release on May 13, 2020 announcing the pricing of the public offering. The press releases are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.

The following exhibits are filed with this report:


Atomera Inc Exhibit
EX-1.1 2 atomera_ex0101.htm UNDERWRITING AGREEMENT Exhibit 1.1   ATOMERA INCORPORATED   1,…
To view the full exhibit click here

About ATOMERA INCORPORATED (NASDAQ:ATOM)

Atomera Incorporated, formerly MEARS Technologies, Inc., is a development-stage company. The Company is engaged in the development, commercialization and licensing of processes and technologies for the semiconductor industry. The Company’s technology, named Mears Silicon Technology (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 Complementary Metal-Oxide Semiconductor (CMOS)-type transistors. MST is its performance enhancement technology. The Company’s MST is a silicon-on-silicon solution that provides multiple benefits through modification to the standard CMOS manufacturing flow. MST improvements are delivered through its silicon band engineering approach that is based on the quantum mechanics of modern deep sub-micron devices.