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Netlist, Inc. reported an equity award to its President, CEO and Chairman in a Form 4 filing. On 11/26/2025, the executive acquired 1,000,000 shares of common stock through restricted stock units at a stated price of $0.00 per share. After this grant, the executive beneficially owns 8,054,382 common shares directly and 3,611,177 common shares indirectly through the Hong-Cha Property Trust.
The filing explains that the restricted stock units, or RSUs, vest over four years, with one quarter of the shares vesting on each anniversary of November 15, 2025. Each RSU represents a contingent right to receive one share of Netlist common stock upon vesting, and the shares are delivered as the RSUs vest over time.
Netlist, Inc. reported that one of its directors received an award of 150,000 shares of common stock in the form of restricted stock units on 11/26/2025 at a grant price of $0.00 per share. These RSUs vest over four years, with one quarter of the shares vesting on each anniversary of November 15, 2025, and one RSU converts into one share of common stock when it vests. After this grant, the director beneficially owns 230,000 shares of Netlist common stock, which includes shares subject to unvested RSUs. This filing reflects equity-based compensation that ties part of the director’s ownership to future service and company performance over the vesting period.
Netlist, Inc. reported that its Executive Vice President and Chief Financial Officer, Gail M. Sasaki, received a grant of 200,000 restricted stock units (RSUs) of Netlist common stock on 11/26/2025. These RSUs vest over four years, with one quarter of the shares vesting on each anniversary of November 15, 2025, and one RSU converts into one share of common stock when it vests. Following this award, Sasaki beneficially owns 539,368 shares of Netlist common stock, which includes shares underlying unvested RSUs.
Netlist Inc. reported an equity award to one of its directors. On 11/26/2025, the director acquired 100,000 shares of Netlist common stock in the form of restricted stock units (RSUs) at a price of $0.00 per share, reflecting a stock-based compensation grant rather than a cash purchase.
The RSUs vest over four years, with one quarter of the shares vesting on each anniversary of November 15, 2025, and shares are delivered upon vesting. After this grant, the director beneficially owns 175,000 shares, which includes shares subject to unvested RSUs.
Netlist, Inc. reported Q3 2025 results. Net sales were $42.2 million, up slightly year over year, with gross profit $1.8 million. Operating loss was $7.2 million and net loss was $7.0 million, or $(0.02) per share.
Cash and cash equivalents were $10.5 million and restricted cash $10.3 million. Inventories rose to $17.6 million. The company reported $27.0 million of deferred revenue as of September 27, 2025. Total liabilities were $69.6 million against total assets of $56.3 million, resulting in a stockholders’ deficit of $13.3 million. Operating cash flow used was $(28.0) million for the nine months.
Sales were concentrated in the PRC ($36.1 million in Q3) and resales of third‑party products comprised 94% of Q3 net sales. One supplier represented 94% of Q3 purchases. Borrowings under the revolving line of credit were $3.4 million, with letters of credit of $10.3 million.
To bolster liquidity, Netlist completed two registered offerings: June 2025 (17,142,860 shares and 34,285,720 warrants; net proceeds $11.3 million) and October 2025 (14,285,716 shares and 28,571,432 warrants; net proceeds $9.1 million). An equity line with Lincoln Park provides up to $75 million, with $73.9 million remaining as of September 27, 2025. Authorized common shares were increased to 675,000,000. Shares outstanding were 307,249,351 as of November 6, 2025.
Netlist, Inc. (NLST) furnished an 8-K to announce its third-quarter financial results. The company issued a press release covering the quarter ended September 27, 2025, which is attached as Exhibit 99.1.
The information under Item 2.02 and Exhibit 99.1 is furnished, not filed, meaning it isn’t subject to Section 18 liability and isn’t automatically incorporated into other Securities Act or Exchange Act filings unless specifically referenced. The filing also includes the Cover Page Inline XBRL as Exhibit 104.
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.