Current Report Filing (8-k)
October 11 2018 - 7:39AM
Edgar (US Regulatory)
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):
October 11, 2018
Atomera Incorporated
(Exact name of registrant as specified in
its charter)
Delaware
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001-37850
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30-0509586
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(State or Other Jurisdiction
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(Commission File
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(I.R.S. Employer
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of Incorporation)
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Number)
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Identification Number)
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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):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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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
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Item 1.01
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Entry into a Material Definitive Agreement.
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On October 11, 2018, Atomera
Incorporated (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”)
with Roth Capital Partners, LLC, as representative (the “Representative”) of the several underwriters named
therein (the “Underwriters”), relating to an underwritten public offering of 2,625,000 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 $4.75 per share, and the Underwriters have agreed to purchase the Shares from the
Company pursuant to the Underwriting Agreement at a price of $4.44125 per share. Under the terms of the Underwriting
Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 393,750 shares of its
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 Underwriters against
certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments the Underwriters
may be required to make in respect of these liabilities.
The Shares will be issued pursuant to a
shelf registration statement that the Company filed with the Securities and Exchange Commission, which became effective on October
13, 2017 (File No. 333-219782). A preliminary prospectus supplement relating to the offering was filed with the Securities
and Exchange Commission on October 10, 2018. The closing of the offering is expected to take place on or about October 15, 2018,
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 do 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 October
10, 2018 announcing the launch of the public offering and a press release on October 11, 2018 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.
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Item 9.01
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Financial Statements and Exhibits
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(d)
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Exhibits
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Method of Filing
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The following exhibits are filed with this report:
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.
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ATOMERA INCORPORATED
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By:
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/s/ Scott A. Bibaud
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Scott A. Bibaud,
President and Chief Executive Officer
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Date: October
11, 2018
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