5 unchanged sentences
Insider Trading Arrangements
−Removed: During the fiscal quarter ended June 28, 2025, n o n e of our directors or officers (as defined in Rule 16a-1 under the Exchange Act) adopted, modified or terminated a " Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (as those terms are defined in Item 408 of Regulation S-K), except as follows:
−Removed: On June 24, 2025, Chun K.
−Removed: Hong, the Company’s President, Chief Executive Officer and Director, terminated a trading plan intended to satisfy the affirmative defense requirements of Rule 10b5-1(c) of the Exchange Act, originally adopted on September 13, 2024, for the sale of up to 1,423,900 shares of our common stock and the net shares of our common stock that will be received by Mr.
−Removed: Hong after the withholding of shares to satisfy tax obligations upon the vesting of 224,750 RSUs.
−Removed: The plan was originally scheduled to terminate on December 31, 2025.
+Added: During the fiscal quarter ended September 27, 2025, none of our directors or officers (as defined in Rule 16a-1 under the Exchange Act) adopted, modified or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (as those terms are defined in Item 408 of Regulation S-K), except as follows:
+Added: On September 12, 2025 , Chun K.
+Added: Hong , our President, Chief Executive Officer and Chairman of our Board of Directors , entered into a Rule 10b5-1 sales plan (the “Hong 10b5-1 Sales Plan”) intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act.
+Added: The Hong 10b5-1 Sales Plan, which has a term that expires on December 31, 2026 , provides for the sale of up to 2,388,823 shares of our common stock and certain shares of common stock (not currently determinable) to satisfy applicable tax withholding obligations upon the vesting of 412,250 restricted stock units (“RSUs”).
+Added: On September 12, 2025 , Mr.
+Added: Hong and Won Kyung Cha , as trustees of the Chun Ki Hong Won Kyung Cha Community Property Trust dated 8/16/2004, entered into a Rule 10b5-1 sales plan (the “Hong and Cha Trust 10b5-1 Sales Plan”) intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act.
+Added: The Hong and Cha Trust 10b5-1 Sales Plan, which has a term that expires on December 31, 2026 , provides for the sale of up to 3,611,177 shares of our common stock.
+Added: On September 12, 2025 , Gail Sasaki , our Executive Vice President and Chief Financial Officer , entered into a Rule 10b5-1 sales plan (the “Sasaki 10b5-1 Sales Plan”) intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act.
+Added: The Sasaki 10b5-1 Sales Plan, which has a term that expires on December 31, 2026 , provides for the sale of up to 175,000 shares of our common stock and certain shares of common stock (not currently determinable) to satisfy applicable tax withholding obligations upon the vesting of 75,000 RSUs.
+Added: On September 12, 2025 , Jun Cho , a member of our board of directors , entered into a Rule 10b5-1 sales plan (the “Cho 10b5-1 Sales Plan”) intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act.
+Added: The Cho 10b5-1 Sales Plan, which has a term that expires on December 31, 2026 , provides for the sale of up to 50,000 shares of our common stock.
+Added: On September 12, 2025 , Blake Welcher , a member of our board of directors , entered into a Rule 10b5-1 sales plan (the “Welcher 10b5-1 Sales Plan”) intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act, The Welcher 10b5-1 Sales Plan, which has a term that expires on December 31, 2026 , provides for the sale of up to 75,000 shares of our common stock.
+Added: Amendment to 2023 SVB Credit Agreement
+Added: On November 7, 2023, we entered into the 2023 SVB Credit Agreement, which provides for a revolving line of credit up to $10.0 million.
+Added: The borrowing base is limited to 85% of eligible accounts receivable, subject to certain adjustments.
+Added: Borrowings accrue interest on advance at a per annum rate equal to the greater of 8.50% and the Wall Street Journal prime rate.
+Added: 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.
+Added: All obligations under the 2023 SVB Credit Agreement are secured by a first priority security interest in our tangible and intangible assets (excluding our intellectual property).
+Added: 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.
+Added: As of September 27, 2025, the outstanding borrowings under the 2023 SVB Credit Agreement were $1.1 million with no availability under the revolving line of credit.
+Added: During the nine months ended September 27, 2025, we had net borrowings of $2.2 million under the 2023 SVB Credit Agreement.
+Added: The full text of the 2023 SVB Credit Agreement Amendment is filed as Exhibit 10.7 of this Quarterly Report on Form 10-Q and is incorporated herein by reference.
+Added: Descriptions of the 2023 SVB Credit Agreement Amendment are qualified in their entirety by this Exhibit 10.7.
Incorporated by Reference
10 unchanged sentences
August 15, 2017
+Added: Certificate of Amendment to the Restated Certificate of Incorporation of Netlist, Inc.
+Added: September 25, 2025
Second Amended and Restated Bylaws of Netlist, Inc.
1 unchanged sentence
Form of Common Stock Purchase Warrant
−Removed: June 24, 2025
−Removed: Form of Securities Purchase Agreement, dated June 24, 2025, by and among Netlist, Inc.
+Added: October 7, 2025
+Added: Form of Amended and Restated Common Stock Purchase Warrant
+Added: Form of Securities Purchase Agreement, dated October 6, 2025, by and among Netlist, Inc.
and the purchasers identified therein
−Removed: June 24, 2025
−Removed: Placement Agency Agreement, dated June 24, 2025, by and between Netlist, Inc.
+Added: October 7, 2025
+Added: Placement Agency Agreement, dated October 6, 2025, by and between Netlist, Inc.
and Roth Capital Partners, LLC
−Removed: June 24, 2025
+Added: October 7, 2025
Form of Lock-Up Agreement
−Removed: June 24, 2025
+Added: October 7, 2025
+Added: Form of Waiver and Amendment, dated October 6, 2025, by and between Netlist, Inc.
+Added: and the purchasers identified therein
+Added: October 7, 2025
+Added: Netlist, Inc.
+Added: 2025 Equity Incentive Plan
+Added: September 11, 2025
+Added: Form of Restricted Stock Unit Agreement issued pursuant to the Netlist, Inc.
+Added: 2025 Equity Incentive Plan
+Added: First Amendment to Loan and Security Agreement, dated November 7, 2025, between Silicon Valley Bank, a division of First-Citizens Banks & Trust Company and Netlist, Inc.
Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer
1 unchanged sentence
Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer
+Added: Incorporated by Reference
+Added: Exhibit Description
Inline XBRL Instance Document
6 unchanged sentences
Furnished herewith.
+Added: Management contract or compensatory plan or arrangement.
Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
1 unchanged sentence
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 thereunto duly authorized.
−Removed: August 12, 2025
+Added: November 12, 2025
Netlist, Inc.
5 unchanged sentences
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.