Netlist Inc. Files 8-K: Material Definitive Agreement
Ticker: NLST · Form: 8-K · Filed: Apr 17, 2024 · CIK: 1282631
Sentiment: neutral
Topics: material-agreement, filing, security-holders
TL;DR
Netlist filed an 8-K on 4/17/24 for a material agreement - details pending.
AI Summary
On April 17, 2024, Netlist, Inc. filed an 8-K report detailing a material definitive agreement. The filing indicates modifications to the rights of security holders and includes financial statements and exhibits. Specific details of the agreement and its financial implications are not fully elaborated in the provided text.
Why It Matters
This filing signals a significant contractual development for Netlist, Inc., potentially impacting its financial standing and the rights of its stakeholders.
Risk Assessment
Risk Level: medium — The filing indicates a material definitive agreement and modifications to security holder rights, which could have significant implications for the company and its investors.
Key Players & Entities
- NETLIST INC (company) — Registrant
- April 17, 2024 (date) — Date of earliest event reported
FAQ
What is the nature of the material definitive agreement filed by Netlist, Inc. on April 17, 2024?
The provided text states that Netlist, Inc. entered into a material definitive agreement, but the specific details of this agreement are not elaborated in the excerpt.
What are the implications of the 'Material Modifications to Rights of Security Holders' mentioned in the filing?
The filing indicates that there have been material modifications to the rights of security holders, but the specific nature and impact of these modifications are not detailed in the provided text.
What financial statements and exhibits are included with this 8-K filing?
The filing lists 'Financial Statements and Exhibits' as an item, but the content of these documents is not provided in the excerpt.
What is Netlist, Inc.'s principal executive office address and phone number?
Netlist, Inc.'s principal executive offices are located at 111 Academy, Suite 100, Irvine, California 92617, and their telephone number is (949) 435-0025.
What is the SIC code for Netlist, Inc. and what industry does it represent?
Netlist, Inc.'s Standard Industrial Classification (SIC) code is 3674, which represents 'SEMICONDUCTORS & RELATED DEVICES'.
Filing Stats: 871 words · 3 min read · ~3 pages · Grade level 11.6 · Accepted 2024-04-17 17:00:19
Key Financial Figures
- $0.001 — f the Company's common stock, par value $0.001 per share ("Common Stock"), to stockhol
Filing Documents
- tm2411888d1_8k.htm (8-K) — 27KB
- tm2411888d1_ex4-1.htm (EX-4.1) — 21KB
- tm2411888d1_8kimg001.jpg (GRAPHIC) — 10KB
- 0001104659-24-048370.txt ( ) — 246KB
- tmb-20240417.xsd (EX-101.SCH) — 3KB
- tmb-20240417_lab.xml (EX-101.LAB) — 33KB
- tmb-20240417_pre.xml (EX-101.PRE) — 22KB
- tm2411888d1_8k_htm.xml (XML) — 3KB
01. Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement. As previously reported, on April 17, 2017, Netlist, Inc. (the "Company") entered into a rights agreement (the "Rights Agreement") with Computershare Trust Company, N.A., as rights agent, pursuant to which the Company's Board of Directors (the "Board") authorized and declared a dividend of one right (each, a "Right") for each outstanding share of the Company's common stock, par value $0.001 per share ("Common Stock"), to stockholders of record at the close of business on May 18, 2017, and authorized the issuance of one Right for each share of Common Stock issued by the Company (except as otherwise provided in the Rights Agreement) between the Record Date and the Expiration Date (as defined in the Rights Agreement). The Board approved the Rights Agreement as part of the Company's strategy in connection with its legal proceedings for patent infringement against SK hynix, Inc. ("SK hynix"). The Rights Agreement was subsequently amended on April 16, 2018, as previously reported, to amend the "Expiration Date" in the Rights Agreement to incorporate the Company's legal proceedings against SK hynix and amended the definition of "Final Expiration Date" in the Rights Agreement to mean the close of business on April 17, 2019. The Agreement was subsequently amended on April 16, 2019, as previously reported, to amend the "Expiration Date" in the Rights Agreement to extend the term for an additional two year period which extended the final expiration of the Rights issued pursuant to the Rights Agreement from April 17, 2019 to April 17, 2021. The Agreement was subsequently amended on August 14, 2020, as previously reported, to amend the "Expiration Date" in the Rights Agreement to extend the term for an additional three year period which extended the final expiration of the Rights issued pursuant to the Rights Agreement from April 17, 2021 to April 17, 2024. On April 17, 2024, the Company entered into a fourth amendment (th
03. Material Modification of Rights of Security Holders
Item 3.03. Material Modification of Rights of Security Holders. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit Number Description 4.1 Amendment No. 4 to Rights Agreement, dated as of April 17, 2024, by and between Netlist, Inc. and Equiniti Trust Company, LLC, as rights agent. 104 Cover Page Interactive Data File (embedded within the inline XBRL document)
SIGNATURES
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. NETLIST, INC. April 17, 2024 By: /s/ Gail M. Sasaki Gail M. Sasaki Executive Vice President and Chief Financial Officer