Netlist Inc. Files 8-K/A Amendment
Ticker: NLST · Form: 8-K/A · Filed: Sep 25, 2025 · CIK: 1282631
Sentiment: neutral
Topics: corporate-governance, amendment, officer-changes
Related Tickers: NLST
TL;DR
Netlist filed an amendment to its 8-K, updating corporate governance and officer info.
AI Summary
Netlist, Inc. filed an amendment (8-K/A) on September 25, 2025, to its report originally dated September 9, 2025. This amendment pertains to the departure of directors or certain officers, election of directors, appointment of certain officers, and compensatory arrangements. It also covers amendments to articles of incorporation or bylaws, changes in fiscal year, and submission of matters to a vote of security holders, along with financial statements and exhibits.
Why It Matters
This filing indicates updates and potential changes in the company's corporate governance and executive structure, which could impact strategic direction and operational oversight.
Risk Assessment
Risk Level: medium — Amendments to corporate governance and officer appointments can signal internal changes that may carry associated risks.
Key Players & Entities
- NETLIST, INC. (company) — Registrant
- Delaware (jurisdiction) — State of incorporation
- September 9, 2025 (date) — Earliest event reported date
- September 25, 2025 (date) — Filing date of amendment
FAQ
What specific items are being amended in this 8-K/A filing?
This 8-K/A amends items related to the departure of directors or certain officers, election of directors, appointment of certain officers, compensatory arrangements, amendments to articles of incorporation or bylaws, change in fiscal year, submission of matters to a vote of security holders, and financial statements and exhibits.
What was the original report date that this amendment refers to?
The original report date was September 9, 2025.
What is the filing date for this amendment?
The filing date for this amendment is September 25, 2025.
What is the company's state of incorporation?
The company's state of incorporation is Delaware.
What is the company's IRS Employer Identification Number (EIN)?
The company's EIN is 95-4812784.
Filing Stats: 1,569 words · 6 min read · ~5 pages · Grade level 11.1 · Accepted 2025-09-25 17:00:47
Key Financial Figures
- $0.001 — ch registered Common stock, par value $0.001 per share NLST None Indicate by c
Filing Documents
- tm2526880d1_8ka.htm (8-K/A) — 58KB
- tm2526880d1_ex3-1.htm (EX-3.1) — 8KB
- tm2526880d1_img001.jpg (GRAPHIC) — 3KB
- 0001104659-25-093410.txt ( ) — 242KB
- tmb-20250909.xsd (EX-101.SCH) — 3KB
- tmb-20250909_lab.xml (EX-101.LAB) — 33KB
- tmb-20250909_pre.xml (EX-101.PRE) — 22KB
- tm2526880d1_8ka_htm.xml (XML) — 4KB
02. Departure
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As disclosed under Item 5.07 of this Current Report on Form 8-K, on September 9, 2025, the stockholders of the Company approved the Netlist, Inc. 2025 Equity Incentive Plan (the "Plan") at the Company's 2025 Annual Meeting of Stockholders (the "Annual Meeting"). The Plan is described in greater detail in " Proposal No. 6 — Approval of the 2025 Equity Plan — Summary of Material Features of our Plan " in the Company's Definitive Proxy Statement filed with the SEC on July 24, 2025, as amended and supplemented to date (as supplemented and amended, the "Proxy Statement") which description is incorporated herein by reference. The description of the Plan contained in the Proxy Statement and in this Current Report on Form 8-K are each qualified in their entirety by reference to the full text of the Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
03. Amendments to Articles of Incorporation
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As described in Item 5.07 of this Current Report on Form 8-K and on September 24, 2025, the stockholders the Company voted to approve the Company's Certificate of Amendment to the Restated Certificate of Incorporation to increase the number of authorized shares of the Company's common stock from 450,000,000 to 675,000,000 (the "Certificate of Amendment") at the reconvened Annual Meeting. On September 24, 2025, the Company filed the Certificate of Amendment, which was effective upon filing, with the Secretary of State of the State of Delaware. The foregoing description of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is attached as Exhibit 3.1 hereto.
07. Submission of Matters to a Vote
Item 5.07. Submission of Matters to a Vote of Security Holders. On September 24, 2025, the Company reconvened its Annual Meeting at 10:00 a.m. Pacific Time in Irvine, California. The Annual Meeting was previously convened and adjourned on September 9, 2025. As previously disclosed in the Original Form 8-K filed with the SEC on September 11, 2025, (i) of the Company's 292,464,426 shares of common stock issued and outstanding and eligible to vote as of the record date of July 18, 2025, a quorum of 176,472,652 shares, or approximately 60.34% of the eligible shares, were present in person or represented by proxy at the Annual Meeting on September 9, 2025, thereby establishing a quorum for the Annual Meeting, and (ii) Proposal Nos. 1, 2, 3, 4, 6 and 7 as described in the Proxy Statement were approved by stockholders at the Annual Meeting on September 9, 2025. Following these approvals, the Annual Meeting was then adjourned to reconvene on September 24, 2025 at 10:00 a.m. Pacific Time, at UCI Research Park, Cypress Room, 5301 California, Irvine, California 92617, for the consideration of Proposal No. 5 Approval of an Amendment to the Restated Certificate of Incorporation. Proposal No. 5 is described in further detail in the Proxy Statement. On September 9, 2025, the following action was taken at the Annual Meeting: Proposal No. 1. Election of Directors The Company's stockholders voted on the election of three director nominees to the Board of Directors, each to serve until the next annual meeting or until their respective successor is duly elected or appointed and qualified. Director For Withheld Broker Non-Votes Chun K. Hong 86,601,967 4,908,602 84,962,083 Blake Welcher 88,046,579 3,463,990 84,962,083 Jun Cho 87,427,956 4,082,613 84,962,083 Based on the votes set forth above, Messrs. Chun K. Hong, Blake Welcher and Jun Cho were duly elected to serve until the Company's 2026 Annual Meeting of Stockholders or until their respective successor is d
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. (d) Exhibits . Exhibit Number Description 3.1 Certificate of Amendment to the Restated Certificate of Incorporation of Netlist, Inc. 10.1+ Netlist 2025 Equity Incentive Plan (incorporated by reference from Exhibit 10.1 of the Current Report on Form 8-K filed on September 11, 2025). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). + Management Compensation Plan or Arrangement. 3 SIGNATURE 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. NETLIST, INC. Date: September 25, 2025 By: /s/ Gail M. Sasaki Gail M. Sasaki Executive Vice President and Chief Financial Officer 4