NETLIST INC 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds ​ None. ​ Item 3. Defaults Upon Senior Securities ​ None. ​ Item 4. Mine Safety Disclosures ​ Not applicable. ​ 75 Table of Contents Item 5. Other Informat ion ​ Insider Trading Arrangements ​ 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: ​ On September 12, 2025 , Chun K. 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. 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”). ​ On September 12, 2025 , Mr. 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. 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. ​ 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. 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. ​ 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. 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. ​ 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. ​ Amendment to 2023 SVB Credit Agreement ​ 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. 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. 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. ​ 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). 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. ​ 76 Table of Contents 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. During the nine months ended September 27, 2025, we had net borrowings of $2.2 million under the 2023 SVB Credit Agreement. ​ 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. Descriptions of the 2023 SVB Credit Agreement Amendment are qualified in their entirety by this Exhibit 10.7. ​ Item 6. Exhibits ​ ​ ​ ​ ​ Filed ​ Incorporated by Reference Exhibit No. Exhibit Description Herewith Form File No. Filing Date 3.1 ​ Restated Certificate of Incorporation of Netlist, Inc. ​ ​ ​ 10-Q ​ 001-33170 ​ August 15, 2017 3.1.1 ​ Certificate of Amendment to the Restated Certificate of Incorporation of Netlist, Inc. ​ ​ ​ 10-Q ​ 001-33170 ​ August 15, 2017 3.1.2 ​ Certificate of Amendment of the Restated Certificate of Incorporation of Netlist, Inc. ​ ​ ​ 8-K ​ 001-33170 ​ August 17, 2018 3.1.3 ​ Certificate of Amendment to the Restated Certificate of Incorporation of Netlist, Inc. ​ ​ ​ 8-K ​ 001-33170 ​ August 10, 2020 3.1.4 ​ Certificate of Designation of the Series A Preferred Stock of Netlist, Inc. ​ ​ ​ 10-Q ​ 001-33170 ​ August 15, 2017 3.1.5 ​ Certificate of Amendment to the Restated Certificate of Incorporation of Netlist, Inc. ​ ​ ​ 8-K ​ 001-33170 ​ September 25, 2025 3.2 ​ Second Amended and Restated Bylaws of Netlist, Inc. ​ ​ ​ 10-Q ​ 001-33170 ​ November 7, 2024 4.1 ​ Form of Common Stock Purchase Warrant ​ ​ ​ 8-K ​ 001-33170 ​ October 7, 2025 4.2 ​ Form of Amended and Restated Common Stock Purchase Warrant ​ X ​ ​ ​ ​ ​ ​ 10.1 ˄ ​ Form of Securities Purchase Agreement, dated October 6, 2025, by and among Netlist, Inc. and the purchasers identified therein ​ ​ ​ 8-K ​ 001-33170 ​ October 7, 2025 10.2 ​ Placement Agency Agreement, dated October 6, 2025, by and between Netlist, Inc. and Roth Capital Partners, LLC ​ ​ ​ 8-K ​ 001-33170 ​ October 7, 2025 10.3 ​ Form of Lock-Up Agreement ​ ​ ​ 8-K ​ 001-33170 ​ October 7, 2025 10.4 ​ Form of Waiver and Amendment, dated October 6, 2025, by and between Netlist, Inc. and the purchasers identified therein ​ ​ ​ 8-K ​ 001-33170 ​ October 7, 2025 10.5# ​ Netlist, Inc. 2025 Equity Incentive Plan ​ ​ ​ 8-K ​ 001-33170 ​ September 11, 2025 10.6# ​ Form of Restricted Stock Unit Agreement issued pursuant to the Netlist, Inc. 2025 Equity Incentive Plan ​ X ​ ​ ​ ​ ​ ​ 10.7 ​ 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. ​ X ​ ​ ​ ​ ​ ​ 31.1 ​ Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer ​ X ​ ​ ​ ​ ​ ​ 31.2 ​ Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer ​ X ​ ​ ​ ​ ​ ​ 32.1+ ​ Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer ​ X ​ ​ ​ ​ ​ ​ 77 Table of Contents ​ ​ ​ ​ Filed ​ Incorporated by Reference Exhibit No. Exhibit Description Herewith Form File No. Filing Date 101.INS ​ Inline XBRL Instance Document ​ X ​ ​ ​ ​ ​ ​ 101.SCH ​ Inline XBRL Taxonomy Extension Schema Document ​ X ​ ​ ​ ​ ​ ​ 101.CAL ​ Inline XBRL Taxonomy Extension Calculation Linkbase Document ​ X ​ ​ ​ ​ ​ ​ 101.LAB ​ Inline XBRL Taxonomy Extension Label Linkbase Document ​ X ​ ​ ​ ​ ​ ​ 101.PRE ​ Inline XBRL Taxonomy Extension Presentation Linkbase Document ​ X ​ ​ ​ ​ ​ ​ 101.DEF ​ Inline XBRL Taxonomy Extension Definition Linkbase Document ​ X ​ ​ ​ ​ ​ ​ 104 ​ Cover Page Interactive Data File (embedded within the Inline XBRL document) ​ ​ ​ ​ ​ ​ ​ ​ + Furnished herewith. # Management contract or compensatory plan or arrangement. ˄ Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. We hereby undertake to furnish supplementally a copy of any omitted exhibit or schedule upon request by the SEC. ​ ​ 78 Table of Contents SIGNATURES ​ 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. ​ ​ ​ ​ Date: November 12, 2025 Netlist, Inc. ​ ​ ​ ​ ​ ​ ​ By: /s/ Chun K. Hong ​ ​ Chun K. Hong ​ ​ President, Chief Executive Officer and Director ​ ​ (Principal Executive Officer) ​ ​ ​ ​ By: /s/ Gail Sasaki ​ ​ Gail Sasaki ​ ​ Executive Vice President and Chief Financial Officer ​ ​ (Principal Financial and Accounting Officer) ​ ​ ​ ​ ​ ​ 79