Netlist (OTCQB: NLST) agrees US$239 million Samsung patent alliance
Rhea-AI Filing Summary
Netlist, Inc. entered into a five-year strategic alliance with Samsung centered on a Patent Cross License Agreement, litigation settlement, product supply, and ITC cooperation, effective July 31, 2026. Under the license, Samsung receives worldwide rights to certain Netlist patents and will pay an upfront fee of US$239 million (approximately US$200 million net after Korean withholding taxes), plus quarterly license fees of up to US$32.9 million (approximately US$27.5 million net) for each of 20 quarters, based on a revenue formula and subject to adjustments and refund rights. Samsung’s license is royalty-bearing, while Netlist’s license from Samsung is royalty-free.
A five-year Supply Agreement with Samsung Semiconductor, Inc. allows Netlist to purchase up to US$300 million of DRAM and NAND products annually, for an aggregate maximum of US$1.5 billion over the term. An ITC Cooperation Agreement commits Samsung to provide information, documents, or declarations to support Netlist’s future ITC actions against third parties during the same period. A Settlement and Release Agreement resolves pending legal proceedings between the companies.
To further align interests, Samsung Semiconductor agreed to purchase 10 million Netlist common shares for US$1 million in a private, unregistered sale relying on Section 4(a)(2) of the Securities Act, with a five-year lock-up that releases 20% of the shares on each of the first four anniversaries and the remainder on the fifth. Netlist highlights risks around collecting license payments, securing product under the supply arrangement, completing the equity purchase, and outcomes of other ongoing intellectual property litigation.
Positive
- Samsung will pay Netlist an upfront license fee of US$239 million plus potential quarterly payments of up to US$32.9 million for 20 quarters, creating a sizable, multi-year royalty stream.
- A five-year supply agreement provides Netlist access to up to US$300 million per year, and US$1.5 billion in aggregate, of DRAM and NAND products from Samsung Semiconductor.
- A comprehensive Settlement and Release Agreement and ITC Cooperation Agreement with Samsung resolve pending disputes and support Netlist’s future enforcement of its patent portfolio against third parties.
- Samsung Semiconductor’s purchase of 10 million Netlist shares for US$1 million aligns the parties’ interests and adds a strategic shareholder alongside the commercial and IP agreements.
Negative
- Netlist cites risks that Samsung’s license and equity transactions could result in dilution of existing stockholders’ ownership interests and potential effects on the trading price of its common stock.
Filing Explained
The 10 million-share sale to Samsung was agreed but had not closed when disclosed; if completed, the unregistered issuance would increase the share count and reduce existing holders’ percentage ownership, with transfers restricted under a five-year lock-up.
8-K Event Classification
Key Figures
Key Terms
Patent Cross License Agreement regulatory
Settlement and Release Agreement regulatory
ITC Cooperation Agreement regulatory
Lock-Up and Release Agreement regulatory
Section 4(a)(2) of the Securities Act of 1933 regulatory
forward-looking statements regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What are the key terms of Netlist (NLST) and Samsung’s patent cross license?
How much revenue could Netlist (NLST) receive from Samsung under the new agreements?
What does the Samsung supply agreement provide for Netlist (NLST)?
How are legal disputes between Netlist (NLST) and Samsung addressed in these agreements?
What equity stake is Samsung Semiconductor taking in Netlist (NLST)?
What key risks does Netlist (NLST) highlight regarding the Samsung alliance?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
(Address of principal executive offices)
(
(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 | ||
| 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 Material Definitive Agreement.
Patent Cross License Agreement
On August 4, 2026, Netlist, Inc. (the “Company”) entered into a Patent Cross License Agreement (the “License Agreement”) with Samsung Electronics Co., Ltd., a company existing under the laws of the Republic of Korea (“Samsung”), effective as of July 31, 2026 (the “Effective Date”). Pursuant to the License Agreement, each party grants the other party a worldwide, non-exclusive, non-transferable, non-sublicensable, royalty-bearing (in the case of Samsung as licensee) or royalty-free (in the case of the Company as licensee) licenses to certain patents. In consideration of the license under the Company’s patents, Samsung will pay the Company an upfront license fee of US$239 million (net of Korean withholding taxes, approximately US$200 million to the Company) plus quarterly license fees of up to US$32.9 million (net of such Korean withholding taxes and deductions, up to approximately US$27.5 million per quarter to the Company) for each of the twenty calendar quarters from the Effective Date through the second calendar quarter of 2031, with the amount of each quarterly license fee payment to be calculated in accordance with a revenue-based formula set forth in the License Agreement. These quarterly amounts may be subject to certain adjustments and refund rights of Samsung. The License Agreement has a term of five years.
Settlement Agreement
On August 4, 2026, the Company entered into a Settlement and Release Agreement (the “Settlement Agreement”) effective as of the Effective Date with Samsung. The Settlement Agreement was entered into in settlement of the pending legal proceedings between the Company and Samsung identified therein.
Supply Agreement
On August 4, 2026, the Company entered into a Supply Agreement (the “Supply Agreement”) with Samsung Semiconductor, Inc., a California corporation (“SSI”), and an affiliate of Samsung, effective as of the Effective Date. The Supply Agreement has a term of five years. Pursuant to the Supply Agreement, the Company has the right to purchase from SSI up to US$300 million of DRAM and NAND products each year for an aggregate of up to US$1.5 billion during the term of the Supply Agreement on the pricing terms set forth therein.
ITC Cooperation Agreement
On August 4, 2026, in connection with the Settlement Agreement, the Company also entered into an ITC Cooperation Agreement with Samsung with a term of five years during which time Samsung agreed to produce or provide certain information, documents, or declarations to the Company to use in future ITC actions against third parties.
Securities Purchase and Lock-up and Release Agreements
On August 4, 2026, in connection with and as a condition to the parties’ entry into the Supply Agreement, the Company entered into a Securities Purchase Agreement and a Lock-Up and Release Agreement with SSI. Pursuant to the Securities Purchase Agreement, SSI purchased 10 million shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), for an aggregate cash purchase price of $1 million. Pursuant to the Lock-up and Release Agreement, twenty percent of the Shares will be released from the disposition and transfer restrictions set forth therein on each of the first, second, third and fourth anniversaries of the issuance of the Shares, with the remaining Shares released on the fifth anniversary. The issuance of the Shares to SSI will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and the Company and SSI have agreed that the issuance of the Shares will be accomplished in reliance upon Section 4(a)(2) of the Securities Act. The closing of the transactions contemplated by the Securities Purchase Agreement will occur on or before August 11, 2026.
Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding the anticipated benefits, timing, and financial impact of the Settlement Agreement, the License Agreement, the ITC Cooperation Agreement, the Supply Agreement, the Securities Purchase Agreement, and the Lock-Up Agreement, the expected receipt and timing of payments thereunder, and the Company’s ongoing litigation and licensing efforts. These forward-looking statements are based on the Company’s current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially, including risks related to the Company’s ability to collect amounts owed to it under the License Agreement and to secure product pursuant to the Supply Agreement, the outcome of the Company’s pending and future litigation with other parties, and other risks described in the Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. The Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date hereof, except as required by law.
Item 3.02. Unregistered Sales of Equity Securities.
To the extent required by Item 3.02 of Current Report on Form 8-K, the disclosures in Item 1.01 of this Current Report on Form 8-K under the headings “Securities Purchase and Lock-Up and Release Agreements” are hereby incorporated by reference.
Item 8.01. Other Events.
Press Release
On August 5, 2026, the Company issued a press release announcing its entry into the Settlement Agreement, the License Agreement, the Supply Agreement, and the Securities Purchase Agreement. A copy of the press release is furnished hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | ||
| Number | Description | |
| 99.1 | Press Release of Netlist, Inc., dated August 5, 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: August 5, 2026 | By: | /s/ Gail M. Sasaki |
| Gail M. Sasaki | ||
| Executive Vice President and Chief Financial Officer | ||
Exhibit 99.1
Netlist Announces Strategic Alliance with Samsung
For Advanced Memory Technology
-Agreements for Cross License, Product Supply, and Technology Cooperation-
IRVINE, California, August 5, 2026 — Netlist, Inc. (OTCQB: NLST) today announced a strategic alliance with Samsung with the signing of five-year term agreements for a patent portfolio cross license, memory product supply and technology cooperation.
Under the agreements, Samsung will receive access to Netlist’s complete patent portfolio, including its server DIMM and High Bandwidth Memory technologies. Samsung will supply Netlist DRAM and NAND products, and the parties agree to settle and mutually release all pending legal actions.
C.K. Hong, Netlist's Chief Executive Officer, said, “We’re excited to renew this partnership and look forward to working closely with Samsung. These strategic agreements reflect the companies’ shared commitment to innovation in the AI-memory space and validates the value of Netlist’s IP.”
In connection with the memory product supply agreement, Samsung will purchase ten million shares of Netlist common stock. Further details regarding the transaction are available in Netlist's Current Report on Form 8-K filed concurrently with the issuance of this release and available on the SEC filings page of the Netlist website, click here.
Netlist will host a conference call this morning at 8:30 a.m. Eastern Time to discuss the announcement. To pre-register for the conference call, click here. A live webcast and archived replay of the call can be accessed in the investor 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 regarding the anticipated benefits, terms and effects of the strategic alliance and related agreements with Samsung, including the patent portfolio cross license, memory product supply and technology cooperation agreements; the parties’ ability to perform their respective obligations under, and to realize the anticipated benefits of, those agreements; future benefits of the settlement and mutual release of pending legal actions with Samsung; the anticipated closing, timing and effects of Samsung’s purchase of Netlist common stock, which has not yet closed; and statements about Netlist's positioning to capitalize on next generation memory products, and evaluations and judgments 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 that: the anticipated benefits of the strategic alliance and related agreements with Samsung, including the patent cross license, memory product supply and technology cooperation agreements, may not be realized, that Samsung or Netlist may fail to perform their respective obligations under those agreements, or that the parties’ business objectives for entering into the agreements may not be achieved; that the purchase of Netlist common stock by Samsung has not yet closed and may be delayed, modified or not completed, including if any closing conditions are not satisfied or waived; associated with the issuance and sale of common stock to Samsung if and when completed, including dilution of existing stockholders’ ownership interests and potential effects on the trading price of Netlist’s common stock; 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 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; 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.
The offer and sale of the shares of common stock to Samsung are being made in a transaction not involving a public offering and the securities will not and have not been registered under the Securities Act of 1933, as amended, and may not be reoffered or resold in the United States absent registration or an applicable exemption from registration requirements. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
For more information, please contact:
Investors / Media
Mike Smargiassi
The Plunkett Group
NLST@theplunkettgroup.com
(212) 739-6729