NETLIST, INC. Files 8-K: Material Agreement, Financials

TL;DR

NETLIST filed an 8-K for a material agreement and financial updates. Details pending.

AI Summary

On October 11, 2024, NETLIST, INC. filed an 8-K report detailing a material definitive agreement. The filing also covers results of operations and financial condition, along with other events and financial statements. Specific details of the agreement and financial results were not immediately available in the provided text.

Why It Matters

This 8-K filing indicates significant corporate activity for NETLIST, INC., potentially involving new contracts or financial restructuring that could impact its business operations and investor outlook.

Risk Assessment

Risk Level: medium — An 8-K filing often signals significant events, but the lack of specific details in the provided text necessitates a medium risk assessment until more information is available.

Key Players & Entities

• NETLIST, INC. (company) — Registrant
• October 11, 2024 (date) — Date of Report
• Delaware (jurisdiction) — State of Incorporation
• 95-4812784 (identifier) — IRS Employer Identification Number
• 111 Academy, Suite 100 Irvine, California 92617 (address) — Principal Executive Offices
• (949) 435-0025 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.001 — ch registered Common stock, par value $0.001 per share NLST None Indicate by c
• $38 million — September 28, 2024 to be approximately $38 million to $40 million. This estimate of the Co
• $40 million — 2024 to be approximately $38 million to $40 million. This estimate of the Company's net sal

Filing Documents

• tm2425828d2_8k.htm (8-K) — 39KB
• tm2425828d2_ex4-1.htm (EX-4.1) — 92KB
• tm2425828d2_ex4-2.htm (EX-4.2) — 89KB
• tm2425828d2_ex5-1.htm (EX-5.1) — 11KB
• tm2425828d2_ex10-1.htm (EX-10.1) — 207KB
• tm2425828d2_ex10-2.htm (EX-10.2) — 96KB
• tm2425828d2_ex10-3.htm (EX-10.3) — 23KB
• tm2425828d2_ex99-1.htm (EX-99.1) — 10KB
• tm2425828d2_8kimg001.jpg (GRAPHIC) — 9KB
• tm2425828d2_ex5-1img001.jpg (GRAPHIC) — 2KB
• tm2425828d2_ex5-1img002.jpg (GRAPHIC) — 5KB
• tm2425828d2_ex99-1img001.jpg (GRAPHIC) — 3KB
• 0001104659-24-108080.txt ( ) — 917KB
• tmb-20241011.xsd (EX-101.SCH) — 3KB
• tmb-20241011_lab.xml (EX-101.LAB) — 33KB
• tmb-20241011_pre.xml (EX-101.PRE) — 22KB
• tm2425828d2_8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On October 11 , 2024, Netlist, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain investors (the "Purchasers"), pursuant to which the Company agreed to issue and sell to the Purchasers in a registered offering (the "Offering") an aggregate of (i) 13,636,364 shares (the "Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock"), (ii) Series A Common Stock Purchase Warrants (the "Series A Warrants") to purchase up to an aggregate of 13,636,364 shares of Common Stock (the "Series A Warrant Shares"), and (iii) Series B Common Stock Purchase Warrants (the "Series B Warrants," and together with the Series A Warrants, the "Warrants") to purchase up to an aggregate of 13,636,364 shares of Common Stock (the "Series B Warrant Shares," and together with the Series A Warrant Shares, the "Warrant Shares") at a per share purchase price of $ 1.10 per share and accompanying warrants, for aggregate gross proceeds of approximately $ 15 million and expected net proceeds, after deducting placement agent fees and offering costs, of approximately $ 14.2 million. Subject to certain exceptions, the Purchasers have been granted the right to participate in up to 35% of future equity offerings occuring in the one year following the closing date of the Offering, as described in the Purchase Agreement . The Company expects that the Offering will close on or about October 15 , 2024, subject to the satisfaction of customary closing conditions. The Company intends to use the net proceeds from the Offering for working capital and other general corporate purposes. The Series A Warrants will be exercisable at any time on or after the issuance date, have a term of five years from the issuance date, have an exercise price of $ 1.30 per share , contain customary 4.99%/9.99% blocker provisions and provide for the cash payment of the Black Scholes value of the Seri

02. Results of Operations and Financial Condition

Item 2.02. Results of Operations and Financial Condition . The Company estimates its preliminary net sales for the quarter ended September 28, 2024 to be approximately $38 million to $40 million. This estimate of the Company's net sales for the quarter ended September 28, 2024 is preliminary, has not been audited or reviewed by the Company's auditors, and is subject to change upon completion of the Company's financial statement closing procedures. As a result, the Company's final results may vary from the preliminary results presented. The Company undertakes no obligation to update or supplement the information provided until it releases its financial statements for the quarter ended September 28, 2024. The Company's independent registered public accounting firm, Macias Gini & O'Connell LLP, has not audited, reviewed, compiled, or applied agreed-upon procedures with respect to the preliminary financial information. Accordingly, Macias Gini & O'Connell LLP does not express an opinion or any other form of assurance with respect thereto. The information provided in this Item 2.02 of this Current Report on Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, except as expressly set forth by specific reference in such filing.

01. Other Events

Item 8.01. Other Events. On October 11, 2024, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference. Cautionary Note Regarding Forward Looking This Current Report on Form 8-K includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report on Form 8-K other than statements of historical facts, including statements regarding the Company's preliminary unaudited revenue for the quarter ended September 28, 2024, are forward-looking statements. The words "anticipate," "believe," "continue," "estimate," "expect," "intend," "may," "will," "plan," and similar expressions are intended to identify forward-looking to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed in or implied by any forward-looking statements. These risks, uncertainties and other factors include, among others: risks that a counterparty may appeal a jury verdict, which could cause a lengthy delay in the Company's ability to collect the damage award or overturn the verdict or reduce the damages award; potential delays in expected litigation and other milestones, risks related to the Company's plans for its intellectual property, including its strategies for monetizing, licensing, expanding, and defending its patent portfolio; risks associated with patent infringement litigation initiated by the Company, or by others against the Company, as well as the costs and unpredictability of any such litigation; risks associated with the Company's product sales, including the market and demand for products sold by the Company and its ability to successfully develop and launch new produc

forward-looking statements after the date of this press release to conform these statements to actual results or revised

forward-looking statements after the date of this press release to conform these statements to actual results or revised expectations, except as required by law.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits . Exhibit Number Description 4.1 Form of Series A Warrant 4.2 Form of Series B Warrant 5.1 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. 10.1^ Form of Securities Purchase Agreement dated October 11, 2024 between Netlist, Inc. and the purchasers identified therein 10.2^ Placement Agency Agreement dated October 11, 2024 by and between Netlist, Inc. and Roth Capital Partners, LLC 10.3 Form of Lock-Up Agreement 23.1 Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (contained in Exhibit 5.1) 99.1 Press Release of Netlist, Inc., dated October 11, 2024 104 Cover Page Interactive Data File (embedded within the inline XBRL document) ^ Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplementally a copy of any omitted exhibit or schedule upon request by the SEC.

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. Date: October 11, 2024 By: /s/ Gail M. Sasaki Gail M. Sasaki Executive Vice President and Chief Financial Officer

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