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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 4, 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 1.01. |
Entry into a Material Definitive Agreement. |
On March 4, 2026, Netlist, Inc. (the “Company”)
entered into a First Amendment to Lease (the “Lease Amendment”) with University Research Park LLC (the “Landlord”),
pursuant to which the Company and the Landlord agreed to renew the Company’s existing lease dated April 28, 2021 (the “Lease”),
relating to the Company’s corporate headquarter located at 111 Academy, Suite 100, Irvine, CA 92617 (the “Premises”).
The Lease Amendment extends the current term of
the Lease to December 31, 2029 with no renewal option. The annual base rent starting on January 1, 2027 will be $27,396.65 per month and
increases by approximately 3% each lease year.
The foregoing description of the Lease Amendment
does not purport to be complete and is qualified in its entirety by reference to the full text of the Lease Amendment, a copy of which
is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit
Number |
|
Description |
| 10.1 |
|
First Amendment to Lease, dated March 4, 2026, by and between Netlist, Inc. and University Research
Park LLC |
| 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 9, 2026 |
By: |
/s/ Gail M. Sasaki |
| |
|
Gail M. Sasaki |
| |
|
Executive Vice President and Chief Financial Officer |