Netlist Inc. Files 8-K with Material Agreements

Ticker: NLST · Form: 8-K · Filed: Oct 7, 2025 · CIK: 1282631

Sentiment: neutral

Topics: material-agreement, corporate-action, filing-update

TL;DR

NETLIST filed an 8-K on Oct 7 for Oct 6 events - material agreements and other stuff.

AI Summary

Netlist, Inc. filed an 8-K on October 7, 2025, reporting on events that occurred on October 6, 2025. The filing indicates a material definitive agreement, modifications to security holder rights, and other events, along with financial statements and exhibits. Specific details regarding the nature of these agreements or modifications are not provided in this excerpt.

Why It Matters

This filing signals significant corporate actions by Netlist, Inc., potentially impacting its business operations, financial standing, or shareholder value.

Risk Assessment

Risk Level: medium — The filing mentions material definitive agreements and modifications to security holder rights, which could indicate significant changes or potential risks for the company and its investors.

Key Players & Entities

FAQ

What specific material definitive agreement was entered into by Netlist, Inc. on October 6, 2025?

The provided excerpt does not specify the details of the material definitive agreement.

What modifications were made to the rights of Netlist, Inc.'s security holders?

The filing indicates modifications to security holder rights, but the specific nature of these changes is not detailed in the excerpt.

What are the 'Other Events' reported by Netlist, Inc. on October 6, 2025?

The excerpt does not provide information on the specific 'Other Events' that occurred.

When is Netlist, Inc.'s fiscal year end?

Netlist, Inc.'s fiscal year ends on December 27.

What is the SIC code for Netlist, Inc.?

The Standard Industrial Classification (SIC) code for Netlist, Inc. is 3674, which corresponds to SEMICONDUCTORS & RELATED DEVICES.

Filing Stats: 2,283 words · 9 min read · ~8 pages · Grade level 13.2 · Accepted 2025-10-06 20:45:33

Key Financial Figures

Filing Documents

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement. October 2025 Offering On October 6, 2025, Netlist, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain investors (collectively, 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) 14,285,716 shares (the "Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock"), and (ii) Common Stock Purchase Warrants (the "Warrants") to purchase up to an aggregate of 28,571,432 shares of Common Stock (the "Warrant Shares") at a combined purchase price of $0.70 per Share and accompanying Warrants, for aggregate gross proceeds of approximately $10.0 million and expected net proceeds, after deducting placement agent fees and offering costs, of approximately $9.1 million. The Company expects that the Offering will close on or about October 7, 2025, subject to the satisfaction of customary closing conditions. The Company intends to use the net proceeds from the Offering for general corporate purposes, including working capital. The 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 initial exercise price of $0.70 per share, contain customary 4.99%/9.99% blocker provisions and provide for the cash payment of the Black-Scholes value of the Warrants upon the occurrence of certain fundamental transactions. The exercise price and the number of Warrant Shares issuable upon exercise of the Warrants are subject to adjustment in the event of, among other things, certain transactions affecting the Company's Common Stock (including without limitation stock splits and stock dividends). In addition, the exercise price of the Warrants is subject to reduction in the event of certain Common Stock and Common Stock equivalent issuances, other than certain agreed exempt issuances, at a

03 Material Modification to Rights

Item 3.03 Material Modification to Rights of Security Holders. To the extent required by

03 of Current Report on Form 8-K, the disclosures set forth in Item 1.01 are hereby incorporated by reference

Item 3.03 of Current Report on Form 8-K, the disclosures set forth in Item 1.01 are hereby incorporated by reference.

01. Other Events

Item 8.01. Other Events. On October 6, 2025, 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 are forward-looking statements. The words "anticipate," "believe," "continue," "estimate," "expect," "intend," "may," "will," "plan," and similar expressions are intended to identify forward-looking statements. All forward-looking 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 Samsung will appeal the final orders by the trial court for the Samsung litigations, risks that Micron will appeal the final orders by the trial court (appeals in general could cause a lengthy delay in the Company's ability to collect damage awards, could overturn the verdicts or reduce the damages awards); risks that the Company will suffer adverse outcomes in its litigation with Samsung, Micron or Google or in its various other active proceedings to defend the validity of its patents; 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 sale

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits . Exhibit Number Description 4.1 Form of Common Stock Purchase Warrant 5.1 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. 10.1^ Form of Securities Purchase Agreement, dated October 6, 2025, by and among Netlist, Inc. and the purchasers identified therein 10.2 Placement Agency Agreement, dated October 6, 2025, by and between Netlist, Inc. and Roth Capital Partners, LLC 10.3 Form of Lock-Up Agreement 10.4 Form of Waiver and Amendment, dated October 6, 2025, by and between Netlist, Inc. and the purchasers identified therein 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 6, 2025 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. Date: October 6, 2025 NETLIST, INC. By: /s/ Gail M. Sasaki Gail M. Sasaki Executive Vice President and Chief Financial Officer

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