What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-11-12 compared with 2025-08-12 · 215 added, 102 removed, 639 unchanged (33% of the section changed)

4 unchanged sentences

(In thousands, except par value) (Unaudited)

September 27,

Current assets:

13 unchanged sentences

Other current liabilities

Debt due within one year

Total current liabilities

8 unchanged sentences

none issued and outstanding

Common stock, $ 0.001 par value— 450,000 shares authorized;

Common stock, $ 0.001 par value— 675,000 (2025) and 450,000 (2024) shares authorized ;

292,659 (2025) and 271,986 (2024) shares issued and outstanding

9 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 27,

September 28,

September 27,

September 28,

Cost of sales

33 unchanged sentences

Balance, June 28, 2025

Issuance of common stock, net

Exercise of stock options

Stock-based compensation

Restricted stock units vested and distributed

Balance, September 27, 2025

See accompanying Notes to the Condensed Consolidated Financial Statements.

NETLIST, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(In thousands) (Unaudited) (Continued)

Stockholders'

11 unchanged sentences

Balance, June 29, 2024

Issuance of common stock, net

Exercise of stock options

Stock-based compensation

Restricted stock units vested and distributed

Balance, September 28, 2024

See accompanying Notes to the Condensed Consolidated Financial Statements.

3 unchanged sentences

(In thousands) (Unaudited)

Six Months Ended

Nine Months Ended

September 27,

September 28,

Cash flows from operating activities:

23 unchanged sentences

Net cash provided by financing activities

Effect of foreign exchange rates on cash, cash equivalents and restricted cash

Net change in cash, cash equivalents and restricted cash

18 unchanged sentences

The results of operations for the interim periods are not necessarily indicative of the results to be expected for other periods or the full fiscal year.

We have evaluated events occurring subsequent to June 28, 2025 through the filing date of this Quarterly Report on Form 10-Q and concluded that there were no events that required recognition and disclosures other than those discussed elsewhere in the notes hereto.

We have evaluated events occurring subsequent to September 27, 2025 through the filing date of this Quarterly Report on Form 10-Q and concluded that there were no events that required recognition and disclosures other than those discussed elsewhere in the notes hereto.

Principles of Consolidation

12 unchanged sentences

Actual results may differ materially from those estimates.

We incurred net loss of $ 15.6 million for the six months ended June 28, 2025 and $ 31.7 million for the six months ended June 29, 2024.

We incurred net loss of $ 22.6 million for the nine months ended September 27, 2025 and $ 41.2 million for the nine months ended September 28, 2024.

We have historically financed our operations primarily with proceeds from issuances of equity and receipts from revenues.

In addition, we have received proceeds from our entry into a Strategic Product Supply and License Agreement with SK hynix, Inc., a South Korean memory semiconductor supplier (“SK hynix”), on April 5, 2021 (the “Strategic Agreement”), which we used to support our operations.

We have also funded our operations with a revolving line of credit under a bank credit facility with Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (“SVB”), funds raised through the March 2025 Purchase Agreement (as defined below) and proceeds raised from the June 2025 Offering (as defined below) (see Notes 3 and 7).

October 2025 Offering

On October 6, 2025, we entered into a Securities Purchase Agreement (the “October 2025 Purchase Agreement”) with certain investors (collectively, the “October 2025 Purchasers”), pursuant to which we issued and sold to the October 2025 Purchasers in a registered offering (the “October 2025 Offering”) an aggregate of (i) 14,285,716 shares of our common stock and (ii) Common Stock Purchase Warrants (the “October 2025 Warrants”) to purchase up to an aggregate of 28,571,432 shares (the “October 2025 Warrant Shares”) of our common stock at a combined purchase price of $ 0.70 per share and accompanying October 2025 Warrant.

The October 2025 Offering closed on October 7, 2025.

The net proceeds to us from the October 2025 Offering were approximately $ 9.1 million, after deducting placement agent fees and offering costs paid by us.

See Note 9 for further discussion.

June 2025 Offering

On June 24, 2025, we entered into a Securities Purchase Agreement (the “June 2025 Purchase Agreement”) with certain investors, including Chun K.

Hong, Chairperson of our board of directors, President and Chief Executive Officer (collectively, the “Purchasers”), pursuant to which the we issued and sold to the Purchasers in a registered offering (the “June 2025 Offering”) an aggregate of (i) 17,142,860 shares of our common stock, and (ii) Common Stock Purchase Warrants (the “June 2025 Warrants”) to purchase up to an aggregate of 34,285,720 shares (the “June 2025 Warrant Shares”) of our common stock at a combined purchase price of $ 0.70 per share and accompanying June 2025 Warrant.

Hong, Chairperson of our board of directors, President and Chief Executive Officer (collectively, the “June 2025 Purchasers”), pursuant to which we issued and sold to the June 2025 Purchasers in a registered offering (the “June 2025 Offering”) an aggregate of (i) 17,142,860 shares of our common stock and (ii) Common Stock Purchase Warrants (the “June 2025 Warrants”) to purchase up to an aggregate of 34,285,720 shares (the “June 2025 Warrant Shares”) of our common stock at a combined purchase price of $ 0.70 per share and accompanying June 2025 Warrant.

Hong purchased $ 3.0 million of shares and accompanying June 2025 Warrants in the June 2025 Offering.

1 unchanged sentence

The net proceeds to us from the June 2025 Offering were approximately $ 11.3 million, after deducting placement agent fees and offering costs paid by us (see Note 6).

The June 2025 Warrants are exercisable at any time on or after the issuance date, have a term of five years from the issuance date, have an exercise price of $ 0.70 per share, contain customary 4.99 % / 9.99 % blocker provisions and provide for the cash payment of the Black-Scholes value of the June 2025 Warrants upon the occurrence of certain fundamental transactions.

The exercise price and the number of June 2025 Warrant Shares issuable upon exercise of the June 2025 Warrants are subject to adjustment in the event of, among other things, certain transactions affecting our common stock (including without limitation stock splits and stock dividends).

In addition, the exercise price of the June 2025 Warrants is subject to reduction in the event of certain common stock and common stock equivalent issuances, other than certain agreed exempt issuances, at a price lower than the exercise price of the June 2025 Warrants then in effect.

Furthermore, if at any time on or after the date of issuance there occurs any share split, share dividend, share combination recapitalization or other similar transaction involving our common stock (each, a “Share Combination Event”) and the lowest daily volume weighted average price of our common stock during the period commencing on the trading day immediately following the applicable Share Combination Event and ending on the fifth trading day immediately following the applicable Share Combination Event is less than the exercise price of the June 2025 Warrants then in effect, then the exercise price of the June 2025 Warrants will be reduced to the lowest daily volume weighted average price of our common stock during such period.

On June 24, 2025, we entered into a Placement Agency Agreement (the “Placement Agreement”) with Roth Capital Partners, LLC (“Roth”), pursuant to which Roth agreed to act as our placement agent in connection with the June 2025 Offering.

Pursuant to the terms of the Placement Agreement, in consideration for its placement agent services, we paid Roth a cash fee in an amount equal to 4.0 % of the aggregate gross proceeds received by us in connection with the closing of the June 2025 Offering, excluding the gross proceeds received by us from the sale of securities to Mr.

In addition, pursuant to the June 2025 Purchase Agreement, o ur director and executive officers entered into lock-up agreements with us , pursuant to which they agreed not to offer for sale, contract to sell, or sell any shares of our common stock or any securities convertible into, or exercisable or exchangeable for, shares of our common stock , for a period of 90 days from the closing of the June 2025 Offering, subject to certain customary exceptions.

Further, pursuant to the terms of the June 2025 Purchase Agreement, we have agreed for a period of 90 days from the closing of the June 2025 Offering not to (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of common stock or Common Stock Equivalents (as defined in the June 2025 Purchase Agreement) or (ii) file any registration statement or amendment or supplement to any registration statement.

The June 2025 Purchase Agreement also provides that we may not, subject to the exceptions described in the June 2025 Purchase Agreement (including an exception permitting us to utilize the March 2025 Purchase Agreement following the expiration of the 90-day period following the closing of the June 2025 Offering), effect or enter into any Variable Rate Transactions (as defined in the June 2025 Purchase Agreement) until the six-month anniversary of the closing date of the June 2025 Offering.

March 2025 Lincoln Park Purchase Agreement

On March 13, 2025, we entered into the March 2025 Purchase Agreement with Lincoln Park Capital Fund, LLC (“Lincoln Park”) , pursuant to which we have the right to sell to Lincoln Park up to an aggregate of $ 75 million in shares of our common stock over the 36-month term of the March 2025 Purchase Agreement subject to the conditions and limitations set forth in the March 2025 Purchase Agreement.

As of June 28, 2025, $ 73.9 million remains available under the March 2025 Purchase Agreement with Lincoln Park (see Note 7).

Pursuant to the June 2025 Purchase Agreement, we may not effect any sale under the March 2025 Purchase Agreement for a period of 90 days from the closing of the June 2025 Offering.

On March 13, 2025, we entered into a purchase agreement (the “March 2025 Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”) , pursuant to which we have the right to sell to Lincoln Park up to an aggregate of $ 75 million in shares of our common stock over the 36-month term of the March 2025 Purchase Agreement subject to the conditions and limitations set forth in the March 2025 Purchase Agreement.

As of September 27, 2025, $ 73.9 million remains available under the March 2025 Purchase Agreement with Lincoln Park (see Note 6).

Pursuant to the October 2025 Purchase Agreement, we may not

effect any sale under the March 2025 Purchase Agreement for a period of 90 days from the closing of the October 2025 Offering.

Inadequate working capital would have a material adverse effect on our business and operations and could cause us to fail to execute our business plan, fail to take advantage of future opportunities or fail to respond to competitive pressures or customer requirements.

7 unchanged sentences

We adopted this guidance on December 28, 2024.

The adoption only impacted our disclosure and has no material impact on the Company’s condensed consolidated financial statements as of and for the quarter ended June 28, 2025.

The adoption only impacted our disclosure and has no material impact on the Company’s condensed consolidated financial statements as of and for the quarter ended September 27, 2025.

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses, which updates expense disclosure requirements on an annual and interim basis.

This ASU is effective for the

annual periods beginning after December 15, 2026, and the interim reporting periods beginning after December 15, 2027.

This ASU is effective for the annual periods beginning after December 15, 2026, and the interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

13 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 27,

September 28,

September 27,

September 28,

Employee Compensation (1)

2 unchanged sentences

Professional Fees (3)

(1) The amounts consisted of employee compensation related to both COGS and operating expenses.

(1) The amounts consisted of employee compensation related to both cost of goods sold (“COGS”) and operating expenses.

The amounts do not include stock-based compensation.

5 unchanged sentences

Inventories consisted of the following (in thousands):

September 27,

Raw materials

3 unchanged sentences

The following table shows supplemental disclosures of cash flow information and non-cash financing activities (in thousands):

Six Months Ended

Nine Months Ended

September 27,

September 28,

Supplemental disclosure of cash flow information:

5 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 27,

September 28,

September 27,

September 28,

Weighted-average basic shares outstanding - basic and diluted

3 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 27,

September 28,

September 27,

September 28,

Weighted average common share equivalents

2 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 27,

September 28,

September 27,

September 28,

Resales of third-party products

3 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 27,

September 28,

September 27,

September 28,

United States

2 unchanged sentences

Total net sales

People’s Republic of China (“PRC”) includes Hong Kong and Taiwan.

The PRC accounted for more than 10 % of our net product sales for each of the three and six months ended June 28, 2025.

The United States and the PRC accounted for more than 10 % of our net product sales for each of the three and six months ended June 29, 2024.

As of June 28, 2025, we had deferred revenue of $ 10.3 million.

The People’s Republic of China (“PRC”) includes Hong Kong and Taiwan.

The PRC accounted for more than 10 % of our net product sales for each of the three and nine months ended September 27, 2025.

The PRC accounted for more than 10 % of our net product sales for each of the three and nine months ended September 28, 2024.

The United States accounted for more than 10 % of our net product sales for the nine months ended September 28, 2024.

As of September 27, 2025, we had deferred revenue of $ 27.0 million.

These deferred revenues relate to advance payments received during the quarter on orders shipped subsequent to the end of quarter.

3 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 27,

September 28,

September 27,

September 28,

Less than 10% of net sales during the period.

As of June 28, 2025 two customers represented approximately 26 % and 21 % of aggregated gross accounts receivables, respectively.

As of September 27, 2025, three customers represented approximately 43 % , 23 % , and 14 % of aggregate gross accounts receivables, respectively.

As of December 28, 2024, three customers represented approximately 25 % , 11 % , and 10 % , respectively, of aggregate gross accounts receivables.

2 unchanged sentences

We resell certain component products to end-customers that are not reached in the distribution models of the component manufacturers, including storage customers, appliance customers, system builders and cloud and datacenter customers.

For the three and six months ended June 28, 2025, resales of these products represented approximately 96 % and 96 % of net sales, respectively.

For the three and six months ended June 29, 2024, resales of these products represented approximately 90 % and 89 % of net product sales, respectively.

For the three and nine months ended September 27, 2025, resales of these products represented approximately 94 % and 95 % of net sales, respectively.

For the three and nine months ended September 28, 2024, resales of these products represented approximately 94 % and 91 % of net product sales, respectively.

Our purchases are typically concentrated in a small number of suppliers.

1 unchanged sentence

Three Months Ended

Six Months Ended

Nine Months Ended

September 27,

September 28,

September 27,

September 28,

While we believe alternative suppliers may be available, our dependence on a small number of suppliers and the lack of any guaranteed sources for the essential components of our products and the components we resell exposes us to several risks, including the inability to obtain an adequate supply of these components, increases in their costs, delivery delays and poor quality.

2 unchanged sentences

Note 3—Financing Arrangements

On November 7, 2023, we entered into a loan and security agreement (the “2023 SVB Credit Agreement”) with SVB, which provides for a revolving line of credit up to $ 10.0 million.

On November 7, 2023, we entered into a loan and security agreement (as amended to date, the “2023 SVB Credit Agreement”) with SVB, which provides for a revolving line of credit up to $ 10.0 million.

The borrowing base is limited to 85 % of eligible accounts receivable, subject to certain adjustments.

Borrowings accrue interest on advance at a per annum rate equal to the greater of 8.50 % and the Wall Street Journal prime rate.

The maturity date is November 7, 2025.

As of June 28, 2025, all obligations under the 2023 SVB Credit Agreement were secured by a first priority security interest in our tangible and intangible assets (excluding our intellectual property).

Borrowings accrue

interest on advance at a per annum rate equal to the greater of 8.50 % and the Wall Street Journal prime rate.

On November 7, 2025, we entered into a first amendment to the loan and security agreement (the “2023 SVB Credit Agreement Amendment”) to, among other things, extend the maturity date from November 7, 2025 to November 7, 2027.

As of September 27, 2025, all obligations under the 2023 SVB Credit Agreement were secured by a first priority security interest in our tangible and intangible assets (excluding our intellectual property).

The 2023 SVB Credit Agreement subjects us to certain affirmative and negative covenants, including financial covenants with respect to our liquidity and restrictions on the payment of dividends.

As of June 28, 2025, we were in compliance with our covenants under the 2023 SVB Credit Agreement.

As of September 27, 2025, we were in compliance with our covenants under the 2023 SVB Credit Agreement.

We have letters of credit issued by SVB under the 2023 SVB Credit Agreement and Citibank, N.A., which are secured by cash and are classified as restricted cash in the condensed consolidated balance sheets.

As of June 28, 2025 and December 28, 2024, (i) outstanding letters of credit were $ 10.6 million and $ 11.9 million, respectively, (ii) outstanding borrowings were $ 1.1 million and $ 1.2 million, respectively, and (iii) availability under the revolving line of credit was $ 0 and $ 0 , respectively.

Our debt consisted of the following (in thousands):

Notes payable

amounts due within one year

Long-term debt

Insurance Policy Finance Agreement

As of June 28, 2025 and December 28, 2024, we had $ 0.2 million and $ 0 , respectively, in short-term notes payable for the financing of insurance policies.

On January 17, 2025, we entered into a short-term note payable for $ 0.5 million bearing interest at 7.31 % to finance insurance policies.

Principal and interest payments on this note began on January 15, 2025 and are made evenly based on a straight line amortization over a 9-month period.

As of September 27, 2025 and December 28, 2024, (i) outstanding letters of credit were $ 10.3 million and $ 11.9 million, respectively, (ii) outstanding borrowings were $ 3.4 million and $ 1.2 million, respectively, and (iii) availability under the revolving line of credit was $ 0 and $ 0 , respectively.

Note 4—Leases

3 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 27,

September 28,

September 27,

September 28,

Operating lease cost

1 unchanged sentence

Operating cash flows from operating leases

For each of the three and six months ended June 28, 2025 and June 29, 2024, finance lease costs and cash flows from finance leases were immaterial.

For each of the three and nine months ended September 27, 2025 and September 28, 2024, finance lease costs and cash flows from finance leases were immaterial.

Supplemental condensed consolidated balance sheet information related to leases was as follows (in thousands):

September 27,

Operating Leases

11 unchanged sentences

The following table includes supplemental information:

September 27,

Weighted Average Remaining Lease Term (in years)

4 unchanged sentences

Finance leases

Maturities of lease liabilities as of June 28, 2025, were as follows (in thousands):

Maturities of lease liabilities as of September 27, 2025, were as follows (in thousands):

Total lease payments

4 unchanged sentences

These law firms are often retained on a contingent fee basis whereby such law firms are paid on a scaled percentage of any negotiated fee, settlements or judgments awarded based on how and when the fees, settlements or judgments are obtained.

Litigation and Inter Partes Reviews

Litigation and Challenges to Netlist Patents at the USPTO and the PTAB

We are, from time to time, a party to litigation that arises in the normal course of our business operations.

2 unchanged sentences

We dedicate substantial resources to protecting and enforcing our intellectual property rights, including with patent infringement proceedings we file against third parties and defense of our patents against challenges made by way of reexamination and review proceedings at the U.S.

Patent and Trademark Office and Patent Trial & Appeal Board (“PTAB”).

Patent and Trademark Office (“USPTO”) and Patent Trial & Appeal Board (“PTAB”).

We expect these activities to continue for the foreseeable future, with no guarantee that any ongoing or future patent protection or litigation activities will be successful, or that we will be able to monetize our intellectual property portfolio.

24 unchanged sentences

On August 4, 2025, the Court issued an order denying Samsung’s motion for a new trial.

On August 29, 2025, SECL filed a notice of appeal to the U.S.

Court of Appeals for the Ninth Circuit.

On September 2, 2025, the appeal was docketed and assigned a Case No.

On October 15, 2021, SECL and Samsung Semiconductor, Inc.

5 unchanged sentences

Samsung filed amended complaints to add other Netlist patents:

and 11,232,054 (respectively, the “’506, ’339, ’918, and ’054 Patents”).

Netlist filed a motion to dismiss, and on August 1,

2022, the Court granted this motion in part, declining to exercise jurisdiction over the ’912, ’506, ’339, ’918, and ’054 Patents.

and 11,232,054

(respectively, the “’506, ’339, ’918, and ’054 Patents”).

Netlist filed a motion to dismiss, and on August 1, 2022, the Court granted this motion in part, declining to exercise jurisdiction over the ’912, ’506, ’339, ’918, and ’054 Patents.

On September 12, 2022, Netlist filed a crossclaim against Google LLC and Alphabet, Inc.

6 unchanged sentences

On March 31, 2025, the parties notified the Court of the jury verdict in the above CDCA case.

On December 20, 2021, Netlist filed a complaint against Samsung in the U.S.

On December 20, 2021, Netlist filed a complaint against SECL, SSI, and Samsung Electronics America, Inc.

(“SEA”) (collectively, “Samsung”) in the U.S.

District Court for the Eastern District of Texas (“EDTX”), case no.

17 unchanged sentences

On November 22, 2024, the jury returned a verdict finding that Samsung willfully infringed all three patents and awarded $ 118 million in damages to Netlist.

The collectability of the damages award may be affected by the outcomes of pending appeals of final written decisions in the respective Inter Partes Reviews of the three patents (see below) On December 2, 2024, the Court entered final judgment.

The collectability of the damages award may be affected by the outcomes of pending appeals of final written decisions in the respective Inter Partes Reviews of the three patents (see below).

On December 2, 2024, the Court entered final judgment.

On December 4, 2024, Netlist filed a motion for a preliminary injunction and a subsequent permanent injunction.

2 unchanged sentences

On October 9, 2023, Samsung filed a declaratory judgement action against Netlist in the DDE (Case No.

1:23-cv-01122-RGA), seeking a declaration that Samsung does not infringe Netlist’s U.S.

1:23-cv-01122), seeking a declaration that Samsung does not infringe Netlist’s U.S.

11,386,024 (the “’024 Patent”).

5 unchanged sentences

1:24-cv-00614) and setting a Markman hearing on June 26, 2026, a hearing on case dispositive and Daubert motions on June 16, 2027, a pretrial conference on July 26, 2027, and a five-day jury trial starting on August 2, 2027.

On August 1, 2025, the Court granted Netlist’s motion to stay the consolidated action pending the final written decisions in the two IPRs.

On May 22, 2024, Samsung filed a declaratory judgement action against Netlist in the DDE (Case no.

1 unchanged sentence

11,880,319 (the “’319 Patent”).

On July 15, 2024, Netlist moved to dismiss for lack of subject matter jurisdiction and failure to state a claim, which the Court denied as moot in view of Samsung’s First Amended Complaint filed on August 5, 2024.

On July 15, 2024, Netlist moved to dismiss for lack of subject matter jurisdiction and failure to

state a claim, which the Court denied as moot in view of Samsung’s First Amended Complaint filed on August 5, 2024.

On August 21, 2024, Netlist moved to dismiss the First Amended Complaint for lack of subject matter jurisdiction and failure to state a claim.

On March 4, 2025, the Court denied this motion.

2025, Netlist filed a motion to stay this action pending the resolution of the IPR of the ’319 Patent (Case No.

On June 13, 2025, Netlist filed a motion to stay this action pending the resolution of the IPR of the ’319 Patent (Case No.

IPR2025-00002).

On July 8, 2025, the Court issued a scheduling and consolidation order consolidating this action with the action above (Case No.

1:23-cv-01122) and setting a Markman hearing on June 26, 2026, a hearing on case dispositive and Daubert motions on June 16, 2027, a pretrial conference on July 26, 2027, and a five-day jury trial starting on August 2, 2027.

1:23-cv-01122).

On May 19, 2025, Netlist filed a complaint against Samsung in the EDTX (Case No.

3 unchanged sentences

2:25-cv-00558).

On July 8, 2025, Netlist filed amended complaints against (a) Samsung and Avnet, Inc.

(“Avnet”) and (b) Micron and Avnet asserting infringement of the ’087 Patent and U.S.

On July 8, 2025, Netlist filed (a) a First Amended Complaint against Samsung and Avnet, Inc.

(“Avnet”) and (b) a First Amended Complaint against Micron and Avnet, asserting infringement of the ’087 Patent and U.S.

Patent 10,025,731 (the “’731 Patent”), seeking damages from the infringement by the defendants, a finding of willful infringement and enhanced damages pursuant to 35 U.S.C.

2 unchanged sentences

§ 283, and equitable relief.

On July 22, 2025, Micron moved to dismiss the amended complaint for improper venue.

On July 22, 2025, Micron moved to dismiss the First Amended Complaint for improper venue.

On July 25, 2025, the Court issued a Docket Control Order setting a claim construction hearing on September 25, 2026 and a trial date of March 15, 2027.

On September 11, 2025, SEA and SSI filed a motion to dismiss for improper venue.

On September 11, 2025, Samsung filed a motion to dismiss certain of Netlist’s infringement claims in the First Amended Complaint.

On September 15, 2025, Avnet filed motions to dismiss both First Amended Complaints.

On October 9, 2025, Netlist filed a Second Amended Complaint against Samsung and Avnet asserting infringement of the ’087 and ’731 Patents.

On May 20, 2025, Samsung filed a declaratory judgement action against Netlist in the DDE (Case No.

1 unchanged sentence

On June 11, 2025, Netlist filed a motion to dismiss or transfer this declaratory judgement action to the EDTX based upon its first-filed EDTX action asserting the ’087 Patent.

On July 29, 2025, Samsung filed an amended complaint seeking a declaration that Samsung does not infringe the ’087 and ’731 Patents as well as U.S.

On July 29, 2025, Samsung filed a motion seeking leave to file an amended complaint seeking a declaration that Samsung does not infringe the ’087 and ’731 Patents as well as U.S.

Patent 12,373,366 (the “’366 Patent”).

4 unchanged sentences

§ 283, and equitable relief.

On October 29, 2025, the Court consolidated this case with the case against Micron and Avnet asserting the ’366 Patent (Case No.

2:25-cv-00749).

On September 30, 2025, Netlist filed a complaint under Section 337 of the Tariff Act of 1930, as amended (19 U.S.C.

§ 1337) at the U.S.

International Trade Commission (“ITC”) for patent infringement against Samsung, Google, and Super Micro Computer, Inc.

(“Super Micro”) (collectively, “Respondents”), Case No.

The complaint alleges infringement of six Netlist patents (the ’366, ’731, ’608, ’523, ’035, and ’087 Patents) by one or more of Samsung’s Double Data Rate 5 th Gen.

(“DDR5”) Dual Inline Memory Module (“DIMM”) or High Bandwidth Memory (“HBM”) products, Google and Super Micro products containing the same, and components thereof.

Netlist seeks a limited exclusion order and a permanent cease-and-desist order from the ITC to stop Respondents’ infringing acts with respect to these infringing products.

Micron Litigation

3 unchanged sentences

§ 284, and an exceptional case finding and reasonable attorneys’ fees pursuant to 35 U.S.C.

On February 14, 2022, the Court granted Micron’s motion to transfer venue for convenience to another court within WDTX, and the transferred cases were assigned new case nos.

On February 14, 2022, the Court granted

Micron’s motion to transfer venue for convenience to another court within WDTX, and the transferred cases were assigned new case nos.

1:22-cv-00134 and 1:22-cv-00136.

71 unchanged sentences

§ 283, and equitable relief.

On October 29, 2025, the Court consolidated this case with the case against Samsung and Avnet asserting the ’366 Patent (Case No.

2:25-cv-00748).

On July 29, 2025, Micron filed a declaratory judgement action against Netlist in the DDE (Case No.

8 unchanged sentences

2:22-cv-00293), including any appeal thereof.

Inter Partes Review Proceedings

Challenges to Netlist Patents at the USPTO and the PTAB

On October 15, 2021, SECL filed a Petition for IPR of the ’218 Patent (Case No.

13 unchanged sentences

On November 18, 2022, Micron also filed a Petition for IPR of Claim 16 of the ’912 Patent, IPR2023-00203.

On April 17, 2024, the PTAB issued a final written decision in the two IPRs finding Claim 16 of the

’912 Patent unpatentable.

On April 17, 2024, the PTAB issued a final written decision in the two IPRs finding Claim 16 of the ’912 Patent unpatentable.

On September 10, 2024, Netlist filed a notice of appeal to the CAFC (Case No.

45 unchanged sentences

On April 1, 2024, the PTAB issued a final written decision in the two IPRs finding all challenged claims unpatentable.

On August 19, 2024, Netlist filed a notice of appeal to the CAFC (Case No.

19, 2024, Netlist filed a notice of appeal to the CAFC (Case No.

On September 6, this appeal was consolidated with the above appeal on the IPR of the ’160 Patent (Case No.

27 unchanged sentences

On August 7, 2025, Netlist filed a statutory disclaimer and a request for adverse judgment.

On September 8, 2025, the PTAB granted Netlist’s request for adverse judgment.

On October 24, 2024, SECL filed a Petition for IPR of the ’319 Patent (Case No.

4 unchanged sentences

On August 7, 2025, Netlist filed a statutory disclaimer and a request for adverse judgment.

On September 8, 2025, the PTAB granted Netlist’s request for adverse judgment.

On August 14, 2025, an unidentified party filed a request for Ex Parte Reexamination of the ’608 Patent (Application No.

On August 25, 2025, SECL filed a Petition for Post Grant Review (“PGR”) of the ’087 Patent (Case No.

PGR2025-00071) and a Petition for IPR of the ’087 Patent (IPR2025-01402).

On August 29, 2025, SECL filed a Petition for IPR of the ’731 Patent (IPR2025-01431).

On October 27, 2025, SECL filed a Petition for IPR of the ’035 Patent (IPR2026-00017).

On November 7, 2025, SECL filed a Petition for PGR of the ’366 Patent (Case No.

PGR2026-00001) and a Petition for IPR of the ’366 Patent (IPR2026-00018).

German Proceedings

20 unchanged sentences

(v) indemnities pertaining to all obligations, demands, claims, and liabilities claimed or asserted by any other party in connection with transactions contemplated by applicable investment or loan documents, as applicable;

and (vi) indemnities or

other claims related to certain real estate leases, under which we may be required to indemnify property owners for environmental and other liabilities or may face other claims arising from our use of the applicable premises.

and (vi) indemnities or other claims related to certain real estate leases, under which we may be required to indemnify property owners for environmental and other liabilities or may face other claims arising from our use of the applicable premises.

The duration of these indemnities, commitments and guarantees varies and, in certain cases, is indefinite.

4 unchanged sentences

Our authorized capital stock includes 10,000,000 shares of serial preferred stock, with a par value of $ 0.001 per share.

No shares of preferred stock were outstanding as of June 28, 2025 or December 28, 2024.

No shares of preferred stock were outstanding as of September 27, 2025 or December 28, 2024.

On April 17, 2017, we entered into a rights agreement (as amended from time to time, the “Rights Agreement”) with Computershare Trust Company, N.A., as rights agent.

In connection with the adoption of the Rights Agreement and pursuant to its terms, our board of directors authorized and declared a dividend of one right (each, a “Right”) for each outstanding share of our common stock to stockholders of record at the close of business on May 18, 2017 (the “Record Date”), and authorized the issuance of one Right for each share of our common stock issued by us (except as otherwise provided in the Rights Agreement) between the Record Date and the Distribution Date (as defined below).

On April 17, 2024, we appointed Equiniti Trust Company, LLC (“Equiniti”) as our rights agent under the Rights Agreement pursuant to that certain Amendment No.

On April 17, 2024, we appointed Equiniti Trust Company, LLC (“Equiniti”) as our rights agent under the Rights Agreement pursuant to that certain

Amendment No.

4 to Rights Agreement, dated as of April 17, 2024, by and between us and Equiniti (the “Fourth Amendment”).

Each Right entitles the registered holder, subject to the terms of the Rights Agreement, to purchase from us, when exercisable and subject to adjustment, one unit consisting of one one -thousandth of a share (a “Unit”) of our Series A Preferred Stock (the “Preferred Stock”), at a purchase price of $ 6.56 per Unit, subject to adjustment.

Subject to the provisions of the Rights Agreement, including certain exceptions specified therein, a distribution date for the Rights (the “Distribution Date”) will occur upon the earlier of (i) 10 business days following a public announcement that a person or group of affiliated or associated persons (an “Acquiring Person”) has acquired or otherwise obtained beneficial ownership of 15 % or more of the then-outstanding shares of our common stock, and (ii) 10 business days (or such later date as may be determined by our board of directors) following the commencement of a tender offer or exchange offer that would result in a person or group becoming an Acquiring Person.

Subject to the provisions of the Rights Agreement, including certain exceptions specified therein, a distribution date for the Rights (the “Distribution Date”) will occur upon the earlier of (i) ten business days following a public announcement that a person or group of affiliated or associated persons (an “Acquiring Person”) has acquired or otherwise obtained beneficial ownership of 15 % or more of the then-outstanding shares of our common stock, and (ii) ten business days (or such later date as may be determined by our board of directors) following the commencement of a tender offer or exchange offer that would result in a person or group becoming an Acquiring Person.

The Rights are not exercisable until the Distribution Date and, unless earlier redeemed or exchanged by us pursuant to the terms of the Rights Agreement, as amended, will expire on the close of business on April 17, 2027.

1 unchanged sentence

We filed the Certificate of Designation with the Secretary of State of the State of Delaware on April 17, 2017.

On September 24, 2025, our stockholders approved the Certificate of Amendment to the Restated Certificate of Incorporation to increase the number of shares of common stock authorized for issuance from 450,000,000 to 675,000,000 .

October 2025 Offering

On October 6, 2025, we entered into the October 2025 Purchase Agreement with the October 2025 Purchasers, pursuant to which we issued and sold to the October 2025 Purchasers in the October 2025 Offering an aggregate of (i) 14,285,716 shares of our common stock and (ii) 28,571,432 October 2025 Warrants to purchase the October 2025 Warrant Shares at a combined purchase price of $ 0.70 per share and accompanying October 2025 Warrant.

The October 2025 Offering closed on October 7, 2025.

The net proceeds to us from the October 2025 Offering were approximately $ 9.1 million, after deducting placement agent fees and offering costs paid by us.

See Note 9 for further discussion.

June 2025 Offering

On June 24, 2025, we entered into the June 2025 Purchase Agreement with the Purchasers, pursuant to which the we issued and sold to the Purchasers in the June 2025 Offering an aggregate of (i) 17,142,860 shares of our common stock, and (ii) 34,285,720 June 2025 Warrants to purchase the June 2025 Warrant Shares at a combined purchase price of $ 0.70 per share and accompanying June 2025 Warrant.

On June 24, 2025, we entered into the June 2025 Purchase Agreement with the June 2025 Purchasers, pursuant to which we issued and sold to the June 2025 Purchasers in the June 2025 Offering an aggregate of (i) 17,142,860 shares of our common stock and (ii) 34,285,720 June 2025 Warrants to purchase the June 2025 Warrant Shares at a combined purchase price of $ 0.70 per share and accompanying June 2025 Warrant.

Hong purchased $ 3.0 million of shares and accompanying June 2025 Warrants in the June 2025 Offering.

5 unchanged sentences

Furthermore, if at any time on or after the date of issuance there occurs any Share Combination Event and the lowest daily volume weighted average price of our common stock during the period commencing on the trading day immediately following the applicable Share Combination Event and ending on the fifth trading day immediately following the applicable Share Combination Event is less than the exercise price of the June 2025 Warrants then in effect, then the exercise price of the June 2025 Warrants will be reduced to the lowest daily volume weighted average price of our common stock during such period.

In addition, pursuant to the June 2025 Purchase Agreement, our director and executive officers entered into lock-up agreements with us , pursuant to which they agreed not to offer for sale, contract to sell, or sell any shares of our common stock or any securities convertible into, or exercisable or exchangeable for, shares of our common stock , for a period of 90 days from the closing of the June 2025 Offering, subject to certain customary exceptions.

On October 6, 2025, we amended the June 2025 Warrants.

See Note 9 for further discussion.

The June 2025 Purchase Agreement provides that we may not, subject to the exceptions described in the June 2025 Purchase Agreement (including an exception permitting us to utilize the March 2025 Purchase Agreement following the expiration of the 90-day period following the closing of the June 2025 Offering), effect or enter into any Variable Rate Transactions (as defined in the June 2025 Purchase Agreement) until the six-month anniversary of the closing date of the June 2025 Offering.

March 2025 Lincoln Park Purchase Agreement

On March 13, 2025, we entered into a purchase agreement (the “March 2025 Purchase Agreement”) with Lincoln Park, pursuant to which we have the right to sell to Lincoln Park up to an aggregate of $ 75 million in shares of our common stock, subject to the conditions and limitations set forth in the March 2025 Purchase Agreement.

On March 13, 2025, we entered into the March 2025 Purchase Agreement with Lincoln Park, pursuant to which we have the right to sell to Lincoln Park up to an aggregate of $ 75 million in shares of our common

stock, subject to the conditions and limitations set forth in the March 2025 Purchase Agreement.

Concurrent with the execution of the March 2025 Purchase Agreement, we also entered into a registration rights agreement with Lincoln Park relating to the common stock to be sold to Lincoln Park.

As consideration for entering into the March 2025 Purchase Agreement, we issued to Lincoln Park 1,123,023 shares of our common stock as initial commitment shares in a noncash transaction on March 13, 2025 and will issue up to 1,123,023 additional shares of our common stock as additional commitment shares on a pro

rata basis in connection with any additional purchases.

We will not receive any cash proceeds from the issuance of these additional commitment shares.

Pursuant to the June 2025 Purchase Agreement, we may not effect any sale under the March 2025 Purchase Agreement for a period of 90 days from the closing of the June 2025 Offering.

Pursuant to the March 2025 Purchase Agreement, on any business day and as often as every other business day over the 36-month term of the March 2025 Purchase Agreement, we have the right, from time to time, at its sole discretion and subject to certain conditions, to direct Lincoln Park to purchase up to 750,000 shares of our common stock, provided Lincoln Park’s obligation under any single such purchase will not exceed $ 3.0 million, unless we and Lincoln Park mutually agree to increase the maximum amount of such single regular purchase.

As consideration for entering into the March 2025 Purchase Agreement, we issued to Lincoln Park 1,123,023 shares of our common stock as initial commitment shares in a noncash transaction on March 13, 2025 and agreed to issue up to 1,123,023 additional shares of our common stock as additional commitment shares on a pro rata basis in connection with any additional purchases.

Pursuant to the October 2025 Purchase Agreement, we may not effect any sale under the March 2025 Purchase Agreement for a period of 90 days from the closing of the October 2025 Offering.

Pursuant to the March 2025 Purchase Agreement, on any business day and as often as every other business day over the 36-month term of the March 2025 Purchase Agreement, we have the right, from time to time, at our sole discretion and subject to certain conditions, to direct Lincoln Park to purchase up to 750,000 shares of our common stock, provided Lincoln Park’s obligation under any single such purchase will not exceed $ 3.0 million, unless we and Lincoln Park mutually agree to increase the maximum amount of such single regular purchase.

If we direct Lincoln Park to purchase the maximum number of shares of common stock it then may sell in a regular purchase, then in addition to such regular purchase, and subject to certain conditions and limitations in the March 2025 Purchase Agreement, we may direct Lincoln Park to purchase an additional amount of common stock that may not exceed the lesser of (i) 300 % of the number of shares purchased pursuant to the corresponding regular purchase or (ii) 30 % of the total number of shares of our common stock traded during a specified period on the applicable purchase date as set forth in the March 2025 Purchase Agreement.

5 unchanged sentences

We have the right to terminate the March 2025 Purchase Agreement at any time, at no cost to us.

During the six months ended June 28, 2025, Lincoln Park purchased an aggregate of 1,176,000 shares of our common stock for a net purchase price of $ 1.1 million under the March 2025 Purchase Agreement.

In connection with the purchase, we issued to Lincoln Park an aggregate of 16,310 shares of our common stock as additional commitment shares in noncash transactions.

During the nine months ended September 27, 2025, Lincoln Park purchased an aggregate of 1,192,310 shares of our common stock for a net purchase price of approximately $ 1.1 million under the March 2025 Purchase Agreement.

Subsequently, from September 28, 2025 through October 1, 2025, Lincoln Park purchased an aggregate of 303,699 shares of our common stock for a net purchase price of approximately $ 0.25 million under the March 2025 Purchase Agreement.

Note 7—Stock-Based Awards

As of June 28, 2025, we had 2,460,997 shares of our common stock reserved for future issuance under our Amended and Restated 2006 Incentive Plan (“Amended 2006 Plan”).

Stock options granted under the Amended 2006 Plan generally vest at a rate of at least 25 % per year over four years and expire 10 years from the grant date.

On September 9, 2025, our stockholders approved the Netlist, Inc.

2025 Equity Incentive Plan (the “2025 Plan”) at our 2025 Annual Meeting of Stockholders, pursuant to which (i) 2,500,000 shares of our common stock were reserved for issuance pursuant to the 2025 Plan and (ii) up to 4,721,706 shares of common stock may be added to the 2025 Plan attributable to awards granted under the Amended and Restated 2006 Equity Incentive Plan (the “Amended 2006 Plan”) that are forfeited, expire or are cancelled without delivery of shares of common stock or which result in the forfeiture of shares of common stock back to the Company on or after September 9, 2025.

The Amended 2006 Plan was terminated on September 9, 2025.

As of September 27, 2025, we had 2,500,000 shares of our common stock reserved for future issuance under the 2025 Plan and

no shares of our common stock reserved for future issuance under the Amended 2006 Plan.

Stock options granted under the 2025 Plan and the Amended 2006 Plan generally vest at a rate of at least 25 % per year over four years and expire 10 years from the grant date.

RSUs granted for our employees and consultants generally vest in equal installments annually and fully vest over a four-year term from the grant date.

Stock Options

The following table summarizes the activity related to stock options during the six months ended June 28, 2025:

The following table summarizes the activity related to stock options during the nine months ended September 27, 2025:

(in thousands)

1 unchanged sentence

Expired or forfeited

Outstanding as of June 28, 2025

Outstanding as of September 27, 2025

Restricted Stock Units

The following table summarizes the activity related to RSUs during the six months ended June 28, 2025:

The following table summarizes the activity related to RSUs during the nine months ended September 27, 2025:

(in thousands)

Balance nonvested as of December 28, 2024

Balance nonvested as of June 28, 2025

Balance nonvested as of September 27, 2025

Stock-Based Compensation

1 unchanged sentence

Three Months Ended

Six Months Ended

Nine Months Ended

September 27,

September 28,

September 27,

September 28,

Cost of sales

1 unchanged sentence

Selling, general and administrative

As of June 28, 2025, we had approximately $ 4.8 million, net of estimated forfeitures, of unearned stock-based compensation, which we expect to recognize over a weighted-average period of approximately 1.9 years.

As of September 27, 2025, we had approximately $ 4.0 million, net of estimated forfeitures, of unearned stock-based compensation, which we expect to recognize over a weighted-average period of approximately 1.8 years.

Note 8—Warrants

Warrant activity for the six months ended June 28, 2025 is as follows:

Warrant activity for the nine months ended September 27, 2025 is as follows:

(in thousands)

Outstanding as of December 28, 2024

Outstanding as of June 28, 2025

Outstanding as of September 27, 2025

Note 9—Subsequent Events

October 2025 Offering

The October 2025 Offering closed on October 7, 2025.

The net proceeds to us from the October 2025 Offering were approximately $ 9.1 million, after deducting placement agent fees and offering costs paid by us.

The October 2025 Warrants are exercisable at any time on or after the issuance date, have a term of five years from the issuance date, have an exercise price of $ 0.70 per share, contain customary 4.99 % / 9.99 % blocker provisions and provide for the cash payment of the Black-Scholes value of the October 2025 Warrants upon the occurrence of certain fundamental transactions.

The exercise price and the number of October 2025 Warrant Shares issuable upon exercise of the October 2025 Warrants are subject to adjustment in the event of, among other things, certain transactions affecting our common stock (including without limitation stock splits and stock dividends).

In addition, the exercise price of the October 2025 Warrants is subject to reduction in the event of certain common stock and common stock equivalent issuances, other than certain agreed exempt issuances, at a price lower than the exercise price of the October 2025 Warrants then in effect.

In addition, pursuant to the October 2025 Purchase Agreement, o ur directors and executive officers entered into lock-up agreements with us , pursuant to which they agreed not to offer for sale, contract to sell, or sell any shares of our common stock or any securities convertible into, or exercisable or exchangeable for, shares of our common stock , for a period of 90 days from the closing of the October 2025 Offering, subject to certain customary exceptions.

Further, pursuant to the terms of the October 2025 Purchase Agreement and subject to certain limited exceptions, we have agreed for a period of 90 days from the closing of the October 2025 Offering not to (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of common stock or Common Stock Equivalents (as defined in the October 2025 Purchase Agreement) or (ii) file any registration statement or amendment or supplement to any registration statement.

The October 2025 Purchase Agreement also provides that we may not, subject to the exceptions described in the October 2025 Purchase Agreement (including an exception permitting us to utilize the March 2025 Purchase Agreement following the expiration of the 90-day period following the closing of the October 2025 Offering), effect or enter into any Variable Rate Transactions (as defined in the October 2025 Purchase Agreement) until the six-month anniversary of the closing date of the October 2025 Offering.

Amendment to Securities Purchase Agreements and Warrants

Some of the purchasers pursuant to the October 2025 Purchase Agreement are also holders of the June 2025 Warrants and were purchasers pursuant a securities purchase agreement dated October 11, 2024 (the “October 2024 Purchase Agreement”).

Pursuant to the terms of the October 2025 Purchase Agreement, these holders agreed to waive certain variable rate prohibitions and participation rights set forth in the October 2024 Purchase Agreement relating to the October 2025 Offering and to, among other things, revise certain anti-dilution provisions relating to the valuation of derivative securities set forth in the June 2025 Warrants in exchange for our reduction of the exercise price of the June 2025 Warrants to an exercise price equal to the lesser of $ 0.60 and the lowest VWAP of the shares of common stock on any trading day during the period commencing on October 6, 2025 and including, the fourth trading day immediately following October 7, 2025 (such waivers and amendments, collectively the “Waiver and Amendment”).

Additionally, on October 6, 2025, the remaining holders of the June 2025 Warrants who are not party to the October 2025 Purchase Agreement also entered into waiver and amendment agreements, pursuant to which they agreed to the Waiver and Amendment.

The adjusted exercise price of the June 2025 Warrants is now $ 0.60 .

The June 2025 Warrants may be further adjusted for future dilutive issuances.

Amendment to 2023 SVB Credit Agreement

On November 7, 2025, we entered into the 2023 SVB Credit Agreement Amendment to, among other things, extend the maturity date from November 7, 2025 to November 7, 2027.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements