SEC Comment Letter for Atomera Inc (ATOM) (CIK 0001420520) (ATOM) — Feb 11, 2016
Atomera Inc (ATOM) (CIK 0001420520)
Date: Feb. 11, 2016 · CIK: 0001420520 · Accession: 0000000000-16-064766
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 3030 February 11, 2016 Via E -mail Scott A. Bibaud Chief Executive Officer Atomera Incorporated 750 University Avenue, Suite 280 Los Gatos, California 95032
Re: Atomera Incorporated Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted January 22, 2016 CIK No. 0001420520
Dear Mr. Bibaud :
We have reviewed your amended draft registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understa nd your disclosure.
Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in re sponse to these comments and your amended draft registration statement or filed registration statement, we may have additional comments.
Our Business, page 14
MST Commercialization, page 17
1. We note your revised disclosure in response to comment 5. Pl ease also explain how you define “successful” as used in the first two complete paragraphs of page 18 relating to “process and subsequent product qualification” and “process development and equipment certification.”
Scott A. Bibaud Atomera Incorporated February 11, 2016 Page 2
Risk Factors, page 6
2. We note your di sclosure that test element group transistors using your technology “consistently demonstrated increased performance, speed, reliability and energy efficiency.” Are the results of your tests showing these results published? Please provide us copies of the simulation studies and tell us additional details about the conditions under which these tests were conducted. Your response should demonstrate how you used objective, empirical evidence to reach the conclusions about performance set forth in the quoted language above.
Intellectual Property Rights, page 19
3. Refer to the final paragraph under this heading. It is not clear why you are unable to definitely conclude which products are subject to the ASM license royalty and what date the patents expire. Ple ase explain the facts that give rise to this uncertainty.
Executive Compensation, page 24
4. Please revise to update your disclosure throughout this section to reflect compensation for the most recently completed fiscal year.
Underwriting, page 40
Under writing Discount and Expenses, page 40
5. We note your revised disclosure in response to comment 13. Please revise the table to include the value of the warrant you have agreed to issue to your underwriter as compensation. See Regulation S -K Item 508(e).
Scott A. Bibaud Atomera Incorporated February 11, 2016 Page 3
Please contact Caleb French at (202) 551 -6947 or me at (202) 551 -3528 with any questions.
Sincerely,
/s/ Amanda Ravitz
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Mail Stop 3030 February 11, 2016 Via E -mail Scott A. Bibaud Chief Executive Officer Atomera Incorporated 750 University Avenue, Suite 280 Los Gatos, California 95032 Re: Atomera Incorporated Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted January 22, 2016 CIK No. 0001420520 Dear Mr. Bibaud : We have reviewed your amended draft registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understa nd your disclosure. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in re sponse to these comments and your amended draft registration statement or filed registration statement, we may have additional comments. Our Business, page 14 MST Commercialization, page 17 1. We note your revised disclosure in response to comment 5. Pl ease also explain how you define “successful” as used in the first two complete paragraphs of page 18 relating to “process and subsequent product qualification” and “process development and equipment certification.” Scott A. Bibaud Atomera Incorporated February 11, 2016 Page 2 Risk Factors, page 6 2. We note your di sclosure that test element group transistors using your technology “consistently demonstrated increased performance, speed, reliability and energy efficiency.” Are the results of your tests showing these results published? Please provide us copies of the simulation studies and tell us additional details about the conditions under which these tests were conducted. Your response should demonstrate how you used objective, empirical evidence to reach the conclusions about performance set forth in the quoted language above. Intellectual Property Rights, page 19 3. Refer to the final paragraph under this heading. It is not clear why you are unable to definitely conclude which products are subject to the ASM license royalty and what date the patents expire. Ple ase explain the facts that give rise to this uncertainty. Executive Compensation, page 24 4. Please revise to update your disclosure throughout this section to reflect compensation for the most recently completed fiscal year. Underwriting, page 40 Under writing Discount and Expenses, page 40 5. We note your revised disclosure in response to comment 13. Please revise the table to include the value of the warrant you have agreed to issue to your underwriter as compensation. See Regulation S -K Item 508(e). Scott A. Bibaud Atomera Incorporated February 11, 2016 Page 3 Please contact Caleb French at (202) 551 -6947 or me at (202) 551 -3528 with any questions. Sincerely, /s/ Amanda Ravitz Amanda Ravitz Assistant Director Office of Electronics and Machinery cc: Daniel K. Donahue