Netlist, Inc. reports material-event disclosures through SEC filings covering financial results, headquarters lease obligations, shareholder voting matters, governance actions, and amendments to its Restated Certificate of Incorporation. Recent Forms 8-K and 8-K/A include furnished earnings releases, material definitive agreement disclosures, annual-meeting results, and related corporate-governance updates.
The filings identify Netlist’s common stock, par value $0.001 per share, under the symbol NLST, with no Section 12(b) exchange listing. They also document the company’s status as a reporting issuer, exhibit filings for press releases and agreements, and formal disclosures tied to capital structure, stockholder approvals, and board or compensation matters.
Netlist, Inc. entered into a securities purchase agreement for a registered offering of 14,285,716 shares of common stock and warrants to purchase up to 28,571,432 additional shares, at a combined price of $0.70 per share and accompanying warrant, for aggregate gross proceeds of approximately $10.0 million and expected net proceeds of approximately $9.1 million. The company expects the transaction to close on or about October 7, 2025 and plans to use the net proceeds for general corporate purposes, including working capital.
The five-year warrants are immediately exercisable at $0.70 per share and include 4.99%/9.99% ownership blockers and anti-dilution adjustments tied to future common stock or equivalent issuances. Netlist engaged Roth Capital Partners as placement agent for a 4.0% cash fee on gross proceeds and agreed to 90-day lock-up arrangements for the company and its directors and executive officers, plus a six-month restriction on entering variable rate transactions. Existing June 2025 warrants, including those held by CEO Chun K. Hong for up to 8,571,430 shares, will be amended with revised anti-dilution terms and a reset exercise price to the lesser of $0.60 and a VWAP-based measure, pursuant to waivers and approvals by independent board committees.
Netlist, Inc. is offering 14,285,716 shares of common stock together with detachable Warrants to purchase up to 28,571,432 additional shares, at a combined price of $0.70 per share and accompanying Warrant. The company expects to receive approximately $9.1M in net proceeds before any warrant exercises and after placement agent fees and estimated offering expenses of about $542,000. Each Warrant is exercisable for five years at an initial exercise price of $0.70, with customary anti-dilution adjustments and an ownership cap of 4.99% (or 9.99% if elected). The offering includes adjustments to outstanding June 2025 Warrants, potentially reducing their exercise price to the lesser of $0.60 or the lowest VWAP during a defined period. Proceeds are for general corporate purposes and working capital.
Netlist, Inc. filed a Form S-8 to register securities for its employee benefit plan and incorporates by reference its Annual Report on Form 10-K for the fiscal year ended December 28, 2024, Quarterly Reports on Form 10-Q for the quarters ended March 29, 2025 and June 28, 2025, and multiple Form 8-Ks filed between March and September 2025. The filing includes exhibits such as the Netlist, Inc. 2025 Equity Incentive Plan (Exhibit 10.1), amended charter and bylaws, legal opinions and auditor consents, and a filing fee table. The document is signed by the CEO and CFO on September 26, 2025.
Netlist, Inc. filed an amendment to a prior Form 8-K to incorporate by reference the description of Proposal No. 6 — the 2025 Equity Plan as summarized in the company’s definitive proxy statement. The filing notes that the full text of the 2025 Equity Plan is attached as Exhibit 10.1 and that the summary in the proxy statement is qualified in its entirety by the full plan document. The exhibit is incorporated by reference into the current report.