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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): May 12, 2026
NETLIST, INC.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-33170 |
|
95-4812784 |
(State or other jurisdiction of
incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification Number) |
111
Academy, Suite 100
Irvine,
California 92617
(Address of principal executive offices)
(949)
435-0025
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange
on which registered |
| Common
stock, par value $0.001 per share |
|
NLST |
|
None |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.02. Results of Operations and Financial Condition.
On May 12, 2026, Netlist, Inc. issued a press release announcing
its financial results for the first quarter ended March 28, 2026. A copy of the press release is furnished as Exhibit 99.1 to this
report.
The information in this Current Report on Form 8-K, including
Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or
the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit |
|
|
| Number |
|
Description |
| 99.1 |
|
Press Release of Netlist, Inc., dated May 12, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: May 12, 2026 |
By: |
/s/ Gail M. Sasaki |
| |
|
Gail M. Sasaki |
| |
|
Executive Vice President and Chief Financial Officer |
Exhibit 99.1
Netlist Reports First Quarter 2026 Results
IRVINE, CALIFORNIA, May 12, 2026 - Netlist,
Inc. (OTCQB: NLST) today reported financial results for the first quarter ended March 28, 2026.
Highlights:
| · | Net sales for first quarter of 2026 were $104.9 million, an increase of 262% compared to the first quarter of 2025. |
| · | Gross profit for first quarter of 2026 was $22.4 million, an increase of 1,622% compared to the first quarter of 2025. |
| · | Net income for the first quarter of 2026 was $8.6 million, compared to net
loss of $9.5 million in the first quarter of 2025. |
“Netlist delivered strong first quarter results, with significant
growth in both revenue and profitability driven by robust demand for our memory products,” said Chief Executive Officer, C.K. Hong.
“We remain well positioned to capitalize on AI memory technologies - DDR5 and HBM - through our products and IP assets.”
Net sales for the first quarter ended March 28, 2026 were $104.9 million,
compared to net sales of $29.0 million for the first quarter ended March 29, 2025 and $75.7 million for the fourth quarter ended December
27, 2025. Gross profit for the first quarter ended March 28, 2026 was $22.4 million, compared to a gross profit of $1.3 million for the
first quarter ended March 29, 2025 and $6.9 million for the fourth quarter ended December 27, 2025.
Net income for the first quarter ended March 28, 2026 was $8.6 million,
or $0.03 per share, compared to a net loss of $(9.5) million, or $(0.03) per share, for the first quarter ended March 29, 2025 and a net
loss of $(2.2) million, or $(0.01) per share, for the fourth quarter ended December 27, 2025. These results include stock-based compensation
expense of $1.0 million, $1.0 million, and $0.7 million for the quarters ended March 28, 2026, March 29, 2025, and December 27, 2025,
respectively.
Conference Call Information
C.K.
Hong, Chief Executive Officer, and Gail Sasaki, Chief Financial Officer, will host an investor conference call today, May 12, 2026 at
12:00 p.m. Eastern Time to review Netlist’s results for the first quarter ended March 28, 2026. The live webcast and archived replay
of the call can be accessed for 90 days in the Investors section of Netlist’s website at www.netlist.com.
About Netlist
Netlist is a leading innovator in advanced memory and storage solutions.
With a rich portfolio of patented technologies, Netlist's inventions are foundational to the advancement of AI computing. To learn more
about Netlist, please visit www.netlist.com.
Safe Harbor Statement
This news release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Forward-looking statements contained in this news release include, without limitation,
statements about Netlist's positioning to capitalize on next generation memory products, and evaluations and judgements regarding Netlist’s
products and intellectual property portfolio. Forward-looking statements are statements other than historical facts and often address
future events or Netlist's future performance. They reflect management's present expectations regarding future events and are subject
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: Netlist may
not be able to collect the substantial amount in damages previously awarded to it in its litigations (appeals in general could cause a
lengthy delay in Netlist's ability to collect damages awards, could overturn the verdicts or reduce the damages awards); Netlist 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; related to Netlist's plans for its intellectual property, including its strategies for monetizing, licensing, expanding,
and defending its patent portfolio, which efforts may not be successful; that other patent infringement litigation initiated by Netlist,
or by others against Netlist, may not be successful or resolve favorably for Netlist, particularly given the costs and unpredictability
of any such litigation; associated with Netlist's product sales, including whether and how long the current market and demand for products
sold by Netlist will persist or persist as expected and whether Netlist may successfully develop and launch new products that are attractive
to the market; whether Netlist will continue to acquire components or products for resale on favorable terms; associated with the competitive
landscape of Netlist's industry, general economic, political and market conditions, factory slowdowns and/or shutdowns, and changes in
international trade and tariff policies. All forward-looking statements reflect management's present assumptions, expectations and beliefs
regarding future events and are subject 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 and other risks and uncertainties are described
in Netlist's Annual Report on Form 10-K for the fiscal year ended December 27, 2025 filed with the SEC on March 19, 2026, and the other
filings it makes with the U.S. Securities and Exchange Commission from time to time, including any subsequently filed quarterly and current
reports. In light of these risks, uncertainties and other factors, these forward-looking statements should not be relied on as predictions
of future events. These forward-looking statements represent Netlist's assumptions, expectations and beliefs only as of the date they
are made, and except as required by law, Netlist undertakes no obligation to revise or update any forward-looking statements for any reason.
Investor Relations Contacts:
| Mike Smargiassi |
|
| The Plunkett Group |
|
| NLST@theplunkettgroup.com |
|
| (212) 739-6729 |
|
| |
|
| Gail M. Sasaki |
|
| Netlist, Inc., Chief Financial Officer |
|
| gsasaki@netlist.com |
|
| (949) 435-0025 |
|
| NETLIST, INC. AND SUBSIDIARIES |
| CONDENSED CONSOLIDATED BALANCE SHEETS |
| (In thousands) (Unaudited) |
| | |
March 28, | | |
December 27, | |
| | |
2026 | | |
2025 | |
| ASSETS | |
| | | |
| | |
| Current assets: | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 17,005 | | |
$ | 31,782 | |
| Restricted cash | |
| 10,000 | | |
| 10,300 | |
| Accounts receivable, net | |
| 3,012 | | |
| 2,411 | |
| Inventories | |
| 41,243 | | |
| 3,383 | |
| Prepaid expenses and other current assets | |
| 14,277 | | |
| 332 | |
| Total current assets | |
| 85,537 | | |
| 48,208 | |
| | |
| | | |
| | |
| Property and equipment, net | |
| 237 | | |
| 300 | |
| Operating lease right-of-use assets | |
| 1,408 | | |
| 541 | |
| Other assets | |
| 422 | | |
| 428 | |
| Total assets | |
$ | 87,604 | | |
$ | 49,477 | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Accounts payable | |
$ | 27,053 | | |
$ | 20,612 | |
| Revolving line of credit | |
| 2,603 | | |
| 1,788 | |
| Accrued payroll and related liabilities | |
| 1,147 | | |
| 852 | |
| Deferred revenue | |
| 44,464 | | |
| 30,570 | |
| Other current liabilities | |
| 673 | | |
| 818 | |
| Long-term debt due within one year | |
| 322 | | |
| — | |
| Total current liabilities | |
| 76,262 | | |
| 54,640 | |
| Operating lease liabilities | |
| 882 | | |
| 23 | |
| Other liabilities | |
| 16 | | |
| 17 | |
| Total liabilities | |
| 77,160 | | |
| 54,680 | |
| | |
| | | |
| | |
| Commitments and contingencies | |
| | | |
| | |
| | |
| | | |
| | |
| Stockholders' deficit: | |
| | | |
| | |
| Preferred stock | |
| — | | |
| — | |
| Common stock | |
| 319 | | |
| 308 | |
| Additional paid-in capital | |
| 363,992 | | |
| 357,001 | |
| Accumulated deficit | |
| (353,867 | ) | |
| (362,512 | ) |
| Total stockholders' equity (deficit) | |
| 10,444 | | |
| (5,203 | ) |
| Total liabilities and stockholders' equity | |
$ | 87,604 | | |
$ | 49,477 | |
| NETLIST, INC. AND SUBSIDIARIES |
| CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS |
| (In thousands, except per share amounts) (Unaudited) |
| | |
Three Months Ended | |
| | |
March 28, | | |
March 29, | |
| | |
2026 | | |
2025 | |
| | |
| | | |
| | |
| Net sales | |
$ | 104,892 | | |
$ | 28,975 | |
| Cost of sales(1) | |
| 82,503 | | |
| 27,675 | |
| Gross profit | |
| 22,389 | | |
| 1,300 | |
| Operating expenses: | |
| | | |
| | |
| Research and development(1) | |
| 1,101 | | |
| 893 | |
| Intellectual property legal fees | |
| 8,974 | | |
| 7,027 | |
| Selling, general and administrative(1) | |
| 3,749 | | |
| 3,147 | |
| Total operating expenses | |
| 13,824 | | |
| 11,067 | |
| Operating income (loss) | |
| 8,565 | | |
| (9,767 | ) |
| Other income, net: | |
| | | |
| | |
| Interest income, net | |
| 49 | | |
| 220 | |
| Other income, net | |
| 31 | | |
| 60 | |
| Total other income, net | |
| 80 | | |
| 280 | |
| Income (loss) before provision for income taxes | |
| 8,645 | | |
| (9,487 | ) |
| Provision for income taxes | |
| — | | |
| — | |
| Net income (loss) | |
$ | 8,645 | | |
$ | (9,487 | ) |
| | |
| | | |
| | |
| Earnings (loss) per common share: | |
| | | |
| | |
| Basic | |
$ | 0.03 | | |
$ | (0.03 | ) |
| Diluted | |
$ | 0.03 | | |
$ | (0.03 | ) |
| Weighted-average common shares outstanding: | |
| | | |
| | |
| Basic | |
| 309,445 | | |
| 272,379 | |
| Diluted | |
| 340,811 | | |
| 272,379 | |
| (1) Amounts include stock-based compensation
expense as follows: | |
| | | |
| | |
| Cost of sales | |
$ | 15 | | |
$ | 8 | |
| Research and development | |
| 175 | | |
| 208 | |
| Selling, general and administrative | |
| 766 | | |
| 755 | |
| Total stock-based compensation | |
$ | 956 | | |
$ | 971 | |