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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): March 3, 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 March 3, 2026, Netlist, Inc. issued a press release announcing
its financial results for the full year and fourth quarter ended December 27, 2025. 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 March 3, 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: March 3, 2026 |
By: |
/s/ Gail M. Sasaki |
| |
|
Gail M. Sasaki |
| |
|
Executive Vice President and Chief Financial Officer |
Exhibit 99.1

Netlist Reports Full Year and Fourth Quarter
2025 Results
IRVINE, CALIFORNIA, March 3, 2026 - Netlist,
Inc. (OTCQB: NLST) today reported financial results for the full year and fourth quarter ended December 27, 2025.
Recent Highlights:
| · | Net sales for fourth quarter of 2025 were $75.7 million, an increase of 79%
compared to third quarter of 2025 and an increase of 121% compared to the fourth quarter of 2024. Net sales for full year 2025 were $188.6
million, an increase of 28% compared to last year. |
| · | Gross profit for fourth quarter of 2025 was $6.9 million, an increase of
2,620% compared to the same period last year. Full year gross profit was $11.4 million, an increase of 297% compared to last year. |
| · | Net Loss for the fourth quarter of 2025 improved by 82% compared to the same
period last year. Net Loss for the full year improved by 54% compared to the same period last year. |
“Netlist’s improved financial performance in 2025 was driven
by the company’s execution in response to rapidly changing market conditions,” said Chief Executive Officer, C.K. Hong. “During
the year, Netlist made significant progress across various product and IP initiatives. We secured important appellate wins on the validity
of our patents and expanded enforcement actions covering DDR5 and HBM technologies. We continue to invest in R&D programs for next-generation
memory technologies including MRDIMM and CXL NVDIMM. We enter 2026 well positioned to capitalize on this progress.”
Net sales for the fourth quarter ended December 27, 2025 were $75.7
million, compared to net sales of $34.3 million for the fourth quarter ended December 28, 2024. Gross profit for the fourth quarter ended
December 27, 2025 was $6.9 million, compared to a gross profit of $0.3 million for the fourth quarter ended December 28, 2024.
Net sales for the full year ended December 27, 2025 were $188.6 million,
compared to net sales of $147.1 million for the full year ended December 28, 2024. Gross profit for the full year ended December 27, 2025
was $11.4 million, compared to a gross profit of $2.9 million for the full year ended December 28, 2024.
Net loss for the fourth quarter ended December 27, 2025 was ($2.2)
million, or ($0.01) per share, compared to a net loss of ($12.7) million in the same prior year period, or ($0.05) per share. These results
include stock-based compensation expense of $0.7 million and $0.8 million for the quarters ended December 27, 2025 and December 28, 2024,
respectively.
Net loss for the full year ended December 27, 2025 was ($24.8) million,
or ($0.09) per share, compared to a net loss in the same prior year period of ($53.9) million, or ($0.21) per share. These results include
stock-based compensation expense of $3.4 million and $4.4 million for the full years ended December 27, 2025 and December 28, 2024, respectively.
As of December 27, 2025, cash, cash equivalents and restricted cash
were $42.1 million, total assets were $49.5 million, working capital deficit was ($6.4) million, and stockholders’ deficit was ($5.2)
million.
Conference Call Information
C.K.
Hong, Chief Executive Officer, and Gail Sasaki, Chief Financial Officer, will host an investor conference call today, March 3, 2026 at
12:00 p.m. Eastern Time to review Netlist’s results for the full year and fourth quarter ended December 27, 2025. 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 ability to execute on its strategic initiatives, its positioning to capitalize on market trends, the results
of pending litigations and Netlist’s ability to successfully defend its intellectual property. Forward-looking statements are statements
other than historical facts and often address future events or Netlist’s future performance and 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 that 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); risks that 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; risks related to Netlist’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 Netlist, or by others against Netlist, as well as the costs and unpredictability of any such litigation; risks associated
with Netlist’s product sales, including the market and demand for products sold by Netlist and its ability to successfully develop and
launch new products that are attractive to the market; the success of product, joint development and licensing partnerships; the competitive
landscape of Netlist’s industry; and 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 28, 2024 filed with the SEC on March 28, 2025, 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 particular, you are encouraged to review the Company’s Annual Report on Form 10-K for the fiscal year ended
December 27, 2025 that will be filed with the SEC for any revisions or updates to the information in this release. 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)
| | |
December 27, | | |
December 28, | |
| | |
2025 | | |
2024 | |
| | |
| | |
| |
| ASSETS |
| Current assets: | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 31,782 | | |
$ | 22,507 | |
| Restricted cash | |
| 10,300 | | |
| 12,100 | |
| Accounts receivable, net | |
| 2,411 | | |
| 1,671 | |
| Inventories | |
| 3,383 | | |
| 2,744 | |
| Prepaid expenses and other current assets | |
| 332 | | |
| 733 | |
| Total current assets | |
| 48,208 | | |
| 39,755 | |
| | |
| | | |
| | |
| Property and equipment, net | |
| 300 | | |
| 517 | |
| Operating lease right-of-use assets | |
| 541 | | |
| 1,101 | |
| Other assets | |
| 428 | | |
| 466 | |
| Total assets | |
$ | 49,477 | | |
$ | 41,839 | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS’ DEFICIT |
| Current liabilities: | |
| | | |
| | |
| Accounts payable | |
$ | 20,612 | | |
$ | 42,307 | |
| Revolving line of credit | |
| 1,788 | | |
| 1,230 | |
| Accrued payroll and related liabilities | |
| 852 | | |
| 808 | |
| Deferred revenue | |
| 30,570 | | |
| 40 | |
| Other current liabilities | |
| 818 | | |
| 2,675 | |
| Total current liabilities | |
| 54,640 | | |
| 47,060 | |
| Operating lease liabilities | |
| 23 | | |
| 641 | |
| Other liabilities | |
| 17 | | |
| 186 | |
| Total liabilities | |
| 54,680 | | |
| 47,887 | |
| | |
| | | |
| | |
| Commitments and contingencies | |
| | | |
| | |
| | |
| | | |
| | |
| Stockholders’ deficit: | |
| | | |
| | |
| Preferred stock | |
| — | | |
| — | |
| Common stock | |
| 308 | | |
| 273 | |
| Additional paid-in capital | |
| 357,001 | | |
| 331,367 | |
| Accumulated deficit | |
| (362,512 | ) | |
| (337,688 | ) |
| Total stockholders’ deficit | |
| (5,203 | ) | |
| (6,048 | ) |
| Total liabilities and stockholders’ deficit | |
$ | 49,477 | | |
$ | 41,839 | |
NETLIST, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except
per share amounts) (Unaudited)
| | |
Three Months Ended | | |
Year Ended | |
| | |
December 27, | | |
December 28, | | |
December 27, | | |
December 28, | |
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| Net sales | |
$ | 75,715 | | |
$ | 34,275 | | |
$ | 188,630 | | |
$ | 147,103 | |
| Cost of sales(1) | |
| 68,805 | | |
| 34,021 | | |
| 177,190 | | |
| 144,219 | |
| Gross profit | |
| 6,910 | | |
| 254 | | |
| 11,440 | | |
| 2,884 | |
| Operating expenses: | |
| | | |
| | | |
| | | |
| | |
| Research and development(1) | |
| 948 | | |
| 1,077 | | |
| 3,496 | | |
| 8,064 | |
| Intellectual property legal fees | |
| 4,689 | | |
| 9,555 | | |
| 20,231 | | |
| 37,958 | |
| Selling, general and administrative(1) | |
| 3,619 | | |
| 2,737 | | |
| 13,223 | | |
| 12,090 | |
| Total operating expenses | |
| 9,256 | | |
| 13,369 | | |
| 36,950 | | |
| 58,112 | |
| Operating loss | |
| (2,346 | ) | |
| (13,115 | ) | |
| (25,510 | ) | |
| (55,228 | ) |
| Other income, net: | |
| | | |
| | | |
| | | |
| | |
| Interest income, net | |
| 63 | | |
| 252 | | |
| 522 | | |
| 1,048 | |
| Other income, net | |
| 34 | | |
| 149 | | |
| 164 | | |
| 316 | |
| Total other income, net | |
| 97 | | |
| 401 | | |
| 686 | | |
| 1,364 | |
| Loss before provision for income taxes | |
| (2,249 | ) | |
| (12,714 | ) | |
| (24,824 | ) | |
| (53,864 | ) |
| Provision for income taxes | |
| — | | |
| — | | |
| — | | |
| 1 | |
| Net loss | |
$ | (2,249 | ) | |
$ | (12,714 | ) | |
$ | (24,824 | ) | |
$ | (53,865 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Loss per common share: | |
| | | |
| | | |
| | | |
| | |
| Basic and diluted | |
$ | (0.01 | ) | |
$ | (0.05 | ) | |
$ | (0.09 | ) | |
$ | (0.21 | ) |
| Weighted-average common shares outstanding: | |
| | | |
| | | |
| | | |
| | |
| Basic and diluted | |
| 305,865 | | |
| 270,089 | | |
| 286,638 | | |
| 259,904 | |
| | |
| | | |
| | | |
| | | |
| | |
| (1) Amounts include stock-based compensation expense as follows: | |
| | | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | |
| Cost of sales | |
$ | 21 | | |
$ | 17 | | |
$ | 83 | | |
$ | 99 | |
| Research and development | |
| 114 | | |
| 110 | | |
| 552 | | |
| 908 | |
| Selling, general and administrative | |
| 559 | | |
| 677 | | |
| 2,803 | | |
| 3,429 | |
| Total stock-based compensation | |
$ | 694 | | |
$ | 804 | | |
$ | 3,438 | | |
$ | 4,436 | |