7 unchanged sentences
Report of Independent Registered Public Accounting Firm (PCAOB ID No.
−Removed: Report of Independent Registered Public Accounting Firm (PCAOB ID No.
Schedule II – Valuation and Qualifying Accounts
11 unchanged sentences
Operating lease right-of-use assets
−Removed: LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
+Added: LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
9 unchanged sentences
Commitments and contingencies
−Removed: Stockholders' equity (deficit):
+Added: Stockholders' deficit:
Preferred stock, $ 0.001 par value— 10,000 shares authorized:
2 unchanged sentences
none issued and outstanding
−Removed: Common stock, $ 0.001 par value— 450,000 shares authorized;
+Added: Common stock, $ 0.001 par value— 675,000 (2025) and 450,000 (2024) shares authorized;
307,337 (2025) and 271,986 (2024) shares issued and outstanding
1 unchanged sentence
Accumulated deficit
−Removed: Total stockholders' equity (deficit)
−Removed: Total liabilities and stockholders' equity (deficit)
+Added: Total stockholders' deficit
+Added: Total liabilities and stockholders' deficit
See accompanying Notes to Consolidated Financial Statements.
16 unchanged sentences
Provision for income taxes
+Added: Deemed dividend on warrant modification
+Added: Net loss attributable to common stock
Loss per share:
14 unchanged sentences
Restricted stock units vested and distributed
+Added: Tax withholdings related to net share settlements of equity awards
Balance, December 28, 2024
−Removed: Issuance of common stock, net
+Added: Issuance of common stock and warrants, net
Exercise of stock options
12 unchanged sentences
Non-cash lease expense
−Removed: Gain on forgiveness of debt
+Added: Gain on forgiveness of payables
Stock-based compensation
11 unchanged sentences
Cash flows from financing activities:
−Removed: Net repayments under line of credit
+Added: Net borrowings (repayments) under line of credit
Principal repayments under finance lease
Payments on notes payable
−Removed: Proceeds from issuance of common stock, net
+Added: Proceeds from issuance of common stock and warrants, net
Proceeds from exercise of stock options
15 unchanged sentences
Netlist, Inc.
−Removed: and its wholly owned subsidiaries (collectively the “Company,” “Netlist,” “we,” “us,” or “our”) is a leading innovator in advanced memory and storage solutions, pushing the boundaries of technology to deliver unparalleled performance and reliability.
−Removed: With a rich portfolio of patented technologies, we have consistently driven innovation in the field of cutting-edge enterprise memory and storage, advancing artificial intelligence and empowering businesses and industries to thrive in the digital age.
+Added: and its wholly owned subsidiaries (collectively the “Company,” “Netlist,” “we,” “us,” or “our”) is a leading innovator in advanced memory and storage solutions.
+Added: With a rich portfolio of patented technologies, Netlist's inventions are foundational to the advancement of AI computing.
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.
13 unchanged sentences
Recently Issued Accounting Standards
−Removed: In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.
−Removed: 2023-07, Segment Reporting (Topic 280):
−Removed: Improvements to Reportable Segment Disclosure, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.
−Removed: This ASU is effective for the annual periods beginning January 1, 2024, and becomes effective for interim periods within fiscal years beginning January 1, 2025.
−Removed: We adopted this guidance on December 28, 2024.
−Removed: The adoption only impacted our disclosure and has no material impact on the Company’s consolidated financial statements as of and for the year ended December 28, 2024.
−Removed: In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):
+Added: In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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.
6 unchanged sentences
Early adoption is permitted.
−Removed: We will adopt this ASU using either a prospective or retrospective transition method.
−Removed: We are currently evaluating the impact of adopting this ASU.
+Added: We adopted this ASU on December 27, 2025.
+Added: The adoption only impacted our disclosure and has no material impact on the Company’s consolidated financial statements as of and for the year ended December 27, 2025.
Revenue Recognition
3 unchanged sentences
Substantially all of our product sales relate to products sold at a point in time through ship-and-bill performance obligations.
−Removed: At contract inception, an assessment of the goods and services promised in the contracts with customers is performed and a performance obligation is identified for each distinct promise to transfer to the customer a good or service (or bundle of goods or services).
+Added: At contract inception, an
+Added: assessment of the goods and services promised in the contracts with customers is performed and a performance obligation is identified for each distinct promise to transfer to the customer a good or service (or bundle of goods or services).
To identify the performance obligations, we consider all of the goods or services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices.
15 unchanged sentences
Estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of the anticipated performance and all information (historical, current and forecasted) that is reasonably available.
−Removed: Returns for products sold are estimated using the expected value method and are recorded as a reduction in reported revenues at the time of sale based upon historical product return experience and is adjusted for known trends to arrive at the amount of consideration to which we expect to receive.
+Added: Returns for products sold are estimated using the expected value method and are recorded as a reduction in reported revenues at the time of sale based upon historical product return experience and are adjusted for known trends to arrive at the amount of consideration to which we expect to receive.
Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved.
3 unchanged sentences
Contract liabilities (deferred revenues) are comprised of payments received from our customers in advance of transferring products to customers.
+Added: As of December 27, 2025, deferred revenue was $ 30.6 million.
As of December 28, 2024, deferred revenue was immaterial.
−Removed: As of December 30, 2023, there was no deferred revenue.
We offer standard product warranties generally ranging from one to three years to our memory subsystem products customers, depending on the negotiated terms of any purchase agreements, and have no other post-shipment obligations or separately priced extended warranty or product maintenance contracts.
17 unchanged sentences
Our financial instruments consist principally of cash and cash equivalents, restricted cash, and a revolving line of credit.
−Removed: Cash equivalents consist of short-term investments with original maturities of three months or less and restricted cash consists of cash to secure standby letters of credit (see Note 3 — Financing
−Removed: Arrangements).
+Added: Cash equivalents consist of short-term investments with original maturities of three months or less and restricted cash consists of cash to secure standby letters of credit (see Note 3 — Financing Arrangements).
The carrying value of these instruments approximates their fair value due to their short-term nature.
The fair value of the revolving line of credit is estimated by using current applicable rates for similar instruments as of the balance sheet date and an assessment of the credit rating.
−Removed: The carrying values of the revolving line of credit as of December 28, 2024 and December 30, 2023 and the note payable as of December 28, 2024 approximate fair value because the interest rate yield is near current market rates for comparable debt instruments.
+Added: The carrying values of the revolving line of credit as of December 27, 2025 and December 28, 2024 approximate fair value because the interest rate yield is near current market rates for comparable debt instruments.
Accounts Receivable, net
1 unchanged sentence
An allowance for doubtful accounts is maintained for estimated losses resulting from the inability of our customers to make required payments.
−Removed: We specifically analyze the age of customer balances, historical bad debt experiences, customer creditworthiness and changes in customer payment terms when making estimates of the collectability of our accounts receivable balances.
+Added: We specifically analyze the age of
+Added: customer balances, historical bad debt experiences, customer creditworthiness and changes in customer payment terms when making estimates of the collectability of our accounts receivable balances.
If we determine that the financial condition of any of our customers has deteriorated, whether due to customer specific or general economic issues, an increase in the allowance may be made.
17 unchanged sentences
Property and equipment are recorded at cost and depreciated on a straight-line basis over their estimated useful lives, which generally range from three to seven years .
−Removed: Leasehold improvements are recorded at cost and amortized on a straight-line basis over the shorter of their estimated useful lives or the remaining lease
+Added: Leasehold improvements are recorded at cost and amortized on a straight-line basis over the shorter of their estimated useful lives or the remaining lease term.
Expenditures for repairs and maintenance are expensed as incurred.
2 unchanged sentences
We evaluate the recoverability of the carrying value of long-lived assets held and used by us in our operations for impairment on at least an annual basis or whenever events or changes in circumstances indicate that their carrying value may not be recoverable.
−Removed: When such factors and circumstances exist, we compare the projected undiscounted future net cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount.
+Added: When such factors and circumstances exist, we compare the projected undiscounted future net cash flows associated with the related asset or group of assets over their
+Added: estimated useful lives against their respective carrying amount.
These projected future cash flows may vary significantly over time as a result of increased competition, changes in technology, fluctuations in demand, consolidation of our customers and reductions in average sales prices.
23 unchanged sentences
Treasury rate that corresponds to the expected term of the grant effective as of the date of the grant.
−Removed: The expected dividend assumption is based on our history and management’s expectation
−Removed: regarding dividend payouts.
+Added: The expected dividend assumption is based on our history and management’s expectation regarding dividend payouts.
The grant-date fair value of RSUs equals the closing price of our common stock on the grant date.
3 unchanged sentences
In making this assessment, management analyzes future taxable income, reversing temporary differences and ongoing tax planning strategies.
−Removed: Should a change in circumstances lead to a change in judgment about the realizability of deferred tax assets in future years, we will adjust related valuation allowances in the period that the change in circumstances occurs, along with a corresponding increase or charge to income.
+Added: Should a change in circumstances lead to a change in judgment about the realizability of
+Added: deferred tax assets in future years, we will adjust related valuation allowances in the period that the change in circumstances occurs, along with a corresponding increase or charge to income.
We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities based on the technical merits of our position.
21 unchanged sentences
Basic loss per share is calculated by dividing net loss by the weighted-average common shares outstanding during the period.
−Removed: Diluted loss per share is calculated by dividing the net loss by the weighted-average shares
−Removed: and dilutive potential common shares outstanding during the period.
−Removed: Dilutive potential shares consist of dilutive shares issuable upon the exercise of outstanding stock options and warrants computed using the treasury stock method, shares issuable under the conversion feature of a convertible note using the “if-converted” method, and shares issuable upon the vesting of RSUs.
+Added: Diluted loss per share is calculated by dividing the net loss by the weighted-average shares and dilutive potential common shares outstanding during the period.
+Added: Dilutive potential shares consist of dilutive shares issuable upon the exercise of outstanding stock options and warrants computed using the treasury stock method, shares issuable under the conversion feature of a convertible note using the “if-
+Added: converted” method, and shares issuable upon the vesting of RSUs.
In periods of net loss, basic and diluted loss per share are the same, as the effect of dilutive potential shares on loss per share is anti-dilutive .
9 unchanged sentences
Professional Fees (3)
−Removed: (1) The amounts are consisted of employee compensation related to both COGS and operating expenses.
+Added: (1) The amounts consisted of employee compensation related to both COGS and operating expenses.
The amounts do not include stock-based compensation.
The amounts do not include professional fees.
−Removed: (2) The amounts are consisted of costs, such as outside services, depreciation, and dues and subscriptions, related to both COGS and operating expenses.
+Added: (2) The amounts consisted of costs, such as outside services, depreciation, and dues and subscriptions, related to both COGS and operating expenses.
The amounts do not include professional fees.
−Removed: (3) The amounts are consisted of legal fees, tax and audit fees.
+Added: (3) The amounts consisted of legal fees, tax and audit fees.
Note 2—Supplemental Financial Information
9 unchanged sentences
Furniture and fixtures
−Removed: Construction in progress
accumulated depreciation and amortization
11 unchanged sentences
People’s Republic of China (“PRC”) includes Hong Kong and Taiwan.
−Removed: The United States and the PRC accounted for more than 10 % of our net product sales for fiscal years 2024 and 2023.
+Added: The PRC accounted for more than 10 % of our net product sales for fiscal year 2025.
+Added: The United States and the PRC accounted for more than 10 % of our net product sales for fiscal year 2024.
Loss Per Share
The following table shows the computation of basic and diluted loss per share of common stock (in thousands, except per share data):
+Added: Net loss per share—basic and diluted:
+Added: Deemed dividend on warrant modification
+Added: Net loss attributable to common stock
Weighted-average basic shares outstanding - basic and diluted
10 unchanged sentences
Debt financing of insurance
+Added: Deemed dividend on warrant modification
+Added: We incurred net loss of $ 24.8 million for the year ended December 27, 2025 and $ 53.9 million for the year ended December 28, 2024.
+Added: As of December 27, 2025, cash, cash equivalents and restricted cash were $ 42.1 million, total assets were $ 49.5 million, working capital deficit was ($ 6.4 ) million, and stockholders’ deficit was ($ 5.2 ) million.
+Added: We believe our existing balance of cash and cash equivalents (including restricted cash balances), which totaled $ 42.1 million as of December 27, 2025, along with cash receipts from revenues, borrowing availability under the 2023 SVB Credit Agreement (see Note 3), proceeds raised from the June 2025 Offering and October 2025 Offering (see Notes 8), funds raised through the March 2025 Purchase Agreement (see Note 8) and other future debt and equity offerings and taking into account cash expected to be used in our operations, will be sufficient to meet our anticipated cash needs for at least the next 12 months.
+Added: This belief reflects our current assessment of known trends and uncertainties that could affect near term liquidity, including the timing of cash effects from customer advance payments, fluctuations in borrowing base availability and letters of credit usage and market conditions that affect our ability to utilize the March 2025 Purchase Agreement.
+Added: For the long term (i.e., beyond the next 12 months), based on our current plans and assumptions, we believe our sources of liquidity and access to capital will be adequate to meet our cash requirements as they come due, and we are not currently aware of material cash requirements beyond 12 months other than those described in the Notes to Consolidated Financial Statements.
Note 3—Financing Arrangements
−Removed: SVB Credit Agreements
−Removed: On October 31, 2009, Netlist and Silicon Valley Bank, a division of First-Citizen Bank & Trust Company (“SVB”), entered into a credit agreement, which may from time to time be amended, modified, supplemented or restated (“the 2009 SVB Credit Agreement”), which provides for a revolving line of credit up to $ 10.0 million, as amended.
−Removed: The 2009 SVB Credit Agreement was amended on April 29, 2022, and the borrowing base is limited to 85 % of eligible accounts receivable, subject to certain adjustments, and 50 % of eligible inventory.
−Removed: Borrowings accrued interest on advance at a per annum rate equal to the greater of 0.75 % above the Wall Street Journal prime rate (“ Prime Rate ”) or 4.25 % .
−Removed: On the maturity date, April 28, 2023, the 2009 SVB Credit Agreement terminated in accordance with its terms.
−Removed: In connection with the termination of the 2009 SVB Credit Agreement, all outstanding obligations for principal, interest, and fees were paid in full and all liens securing such obligations were released.
−Removed: 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.
+Added: 2023 SVB Credit Agreement
+Added: On November 7, 2023, we entered into a loan and security agreement (as amended to date, the “2023 SVB Credit Agreement”) with Silicon Valley Bank, a division of First-Citizen Bank & Trust Company (“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 Prime Rate.
−Removed: The maturity date is November 7, 2025.
+Added: On November 7, 2025, we entered into a first amendment to the 2023 SVB Credit Agreement to, among other things, extend the maturity date from November 7, 2025 to November 7, 2027.
As of December 27, 2025, all obligations under the 2023 SVB Credit Agreement were secured by a first priority security interest in our tangible and intangible assets.
2 unchanged sentences
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 consolidated balance sheets.
−Removed: As of December 28, 2024 and December 30, 2023, (i) outstanding letters of credit were $ 11.9 million and $ 12.4 million, respectively, (ii) outstanding borrowings were $ 1.2 million and $ 3.8 million, respectively, and (iii) availability under the revolving line of credit was $ 0 and $ 0 , respectively.
+Added: As of December 27, 2025 and December 28, 2024, (i) outstanding letters of credit were $ 10.3 million and $ 11.9 million, respectively, (ii) outstanding borrowings were $ 1.8 million and $ 1.2 million, respectively, and (iii) availability under the revolving line of credit was $ 0.2 million and $ 0 , respectively.
Note 4—Leases
3 unchanged sentences
Operating lease cost
−Removed: Finance lease cost
−Removed: Amortization of right-of-use assets
−Removed: Interest on lease liabilities
−Removed: Total finance lease cost
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
−Removed: Operating cash flows from finance leases
−Removed: Financing cash flows from finance leases
Right-of-use assets obtained in exchange for lease obligations:
Operating leases
−Removed: Lease modification to increase operating lease assets
+Added: For each of the fiscal years 2025 and 2024, finance lease costs and cash flows from finance leases were immaterial.
Supplemental balance sheet information related to leases was as follows (in thousands):
63 unchanged sentences
Utilization of the NOL and tax credit carryforwards is subject to an annual limitation due to the ownership percentage change limitations provided by Section 382 of the Internal Revenue Code (the “Code”) and similar state and foreign law provisions.
−Removed: Under Section 382 of the Code, substantial changes in our ownership may limit the amount of NOL and tax credit carryforwards that are available to offset taxable income.
+Added: Under Section 382 of the Code,
+Added: substantial changes in our ownership may limit the amount of NOL and tax credit carryforwards that are available to offset taxable income.
The annual limitation would not automatically result in the loss of NOL and tax credit carryforwards but may limit the amount available in any given future period.
5 unchanged sentences
As of December 27, 2025, we had no unrecognized tax benefits that would significantly change in the next 12 months.
+Added: Note 6—Related Party Transactions
+Added: Transactions with related parties are reviewed and approved by the audit committee of our board of directors.
+Added: We believe the terms of the related party transactions described below were no less favorable to us than terms that could have been obtained from unaffiliated third parties under similar circumstances.
+Added: June 2025 Offering.
+Added: On June 24, 2025, we entered into a Securities Purchase Agreement in connection with a registered offering of common stock and warrants (the “June 2025 Offering”).
+Added: Hong, our Chairperson, President and Chief Executive Officer, participated in the June 2025 Offering on the same terms as all other purchasers and acquired 4,285,715 shares of common stock and warrants to purchase up to 8,571,430 shares of common stock for an aggregate purchase price of approximately $ 3.0 million.
+Added: The transaction was approved by the audit committee in accordance with the policy described above.
+Added: We received the full purchase price in cash;
+Added: no amounts were due from Mr.
+Added: Hong as of December 27, 2025 or December 28, 2024.
+Added: See also Note 8—Stockholders’ Equity for additional information about the June 2025 Offering and related warrants.
+Added: Family relationship—executive officer compensation.
+Added: Our Executive Vice President of Sales and Operations (formerly, our Vice President of Netlist Base and Commodity Sales), Paik K.
+Added: Hong, is the brother of Chun K.
+Added: For fiscal year 2025, Mr.
+Added: Hong earned a cash salary of $ 250,000 .
+Added: He received $ 3,000 for matching contributions for a savings plan that qualifies as a defined contribution plan under Section 401(k) of the Code.
+Added: He was also granted 100,000 shares of RSUs with the grant date fair value of $ 63,525 measured in accordance with ASC 718.
+Added: For fiscal year 2024, Mr.
+Added: Hong earned a cash salary of $ 250,000 .
+Added: He received $ 1,400 for weekly fitness training and $ 3,000 for matching contributions for a savings plan that qualifies as a defined contribution plan under Section 401(k) of the Code.
+Added: He was also granted 100,000 shares of RSUs with the grant date fair value of $ 133,000 measured in accordance with ASC 718.
+Added: The grant date fair value was determined using the fair value of the underlying shares of our common stock.
Note 7—Commitments and Contingencies
Contingent Legal Expenses
−Removed: We may retain the services of law firms that specialize in patent licensing and enforcement and patent law in connection with our licensing and enforcement activities.
−Removed: These law firms may be 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.
−Removed: Litigation and Inter Partes Reviews
+Added: Any litigation, regardless of its outcome, is inherently uncertain, involves a significant dedication of resources, including time and capital, and diverts management’s attention from our other activities.
+Added: As a result, any current or future claims, allegations, or challenges by or against third parties, whether eventually decided in our favor or settled, could materially adversely affect our business, financial condition and results of operations.
+Added: Additionally, the outcome of pending or future litigation and/or related patent reviews and reexaminations, as well as any delay in their resolution, could affect our ability to continue to sell our
+Added: products, protect against competition in the current and expected markets for our products or license or otherwise monetize our intellectual property rights in the future.
+Added: We retain the services of law firms that specialize in patent licensing and enforcement and patent law in connection with our licensing and enforcement activities.
+Added: 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.
+Added: Litigation and Challenges to Netlist Patents at the U.S.
+Added: Patent and Trademark Office (“USPTO”) and the Patent Trial & Appeal Board (“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 USPTO and PTAB.
−Removed: We expect these activities
−Removed: 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.
−Removed: Any litigation, regardless of its outcome, is inherently uncertain, involves a significant dedication of resources, including time and capital, and diverts management’s attention from our other activities.
−Removed: As a result, any current or future claims, allegations, or challenges by or against third parties, whether eventually decided in our favor or settled, could materially adversely affect our business, financial condition and results of operations.
−Removed: Additionally, the outcome of pending or future litigation and/or related patent reviews and reexaminations, as well as any delay in their resolution, could affect our ability to continue to sell our products, protect against competition in the current and expected markets for our products or license or otherwise monetize our intellectual property rights in the future.
+Added: 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.
Samsung Litigation
14 unchanged sentences
On March 24, 2025, the jury returned a verdict for Netlist.
−Removed: On October 15, 2021, Samsung Electronics Co., Ltd.
−Removed: (“SECL”) and Samsung Semiconductor, Inc.
−Removed: (“SSI”) (collectively, “Samsung”) filed a declaratory judgement action against Netlist in the U.S.
+Added: On April 7, 2025, the Court entered final judgment in favor of Netlist on its claims that SECL breached the JDLA and that Netlist properly terminated the JDLA.
+Added: On May 5, 2025, SECL filed a motion for a new trial.
+Added: On June 27, 2025, the Court issued an order directing the parties to file a status report proposing how the Court should elicit testimony from the jurors at issue in SECL’s motion for a new trial.
+Added: The parties filed the status report on July 9, 2025 and appeared before the Court on July 11, 2025.
+Added: On July 17, 2025, the Court issued an order setting an evidentiary hearing regarding SECL’s motion for a new trial, and the evidentiary hearing was held on July 30, 2025.
+Added: On August 4, 2025, the Court issued an order denying SECL’s motion for a new trial.
+Added: On August 29, 2025, SECL filed a notice of appeal to the U.S.
+Added: Court of Appeals for the Ninth Circuit.
+Added: On September 2, 2025, the appeal was docketed and assigned Case No.
+Added: The appeal is pending.
+Added: On October 15, 2021, SECL and Samsung Semiconductor, Inc.
+Added: (“SSI”) filed a declaratory judgement action against Netlist in the U.S.
District Court for the District of Delaware (“DDE”) ( Samsung Electronics Co., Ltd.
Netlist, Inc., Case No.
−Removed: 1:21-cv-01453), seeking a declaration that Samsung does not infringe the following Netlist patents:
−Removed: and 10,474,595 (respectively, the “’912, ’218, ’523, and ’595 Patents”).
−Removed: Samsung filed amended complaints to add other Netlist patents:
+Added: 1:21-cv-01453), seeking a declaration that SECL and SSI do not infringe the following Netlist patents:
and 10,474,595 (respectively, the “’912, ’218, ’523, and ’595 Patents”).
+Added: SECL and SSI filed amended complaints to add other Netlist patents:
+Added: and 11,232,054 (respectively, the “’506, ’339,
+Added: ’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.
−Removed: (collectively, “Google”).
+Added: (collectively, “Google”) and counterclaims against SECL and SSI, seeking damages from the infringement by Google, SECL, and SSI, a finding of willful infringement by Google, SECL, and SSI and enhanced damages pursuant to 35 U.S.C.
+Added: § 284, an exceptional case finding and reasonable attorneys’ fees pursuant to 35 U.S.C.
+Added: § 285, and equitable relief.
On November 15, 2022, Google filed a motion to dismiss this case as to Google or, alternatively, for a severance, stay, and dismissal of willfulness and indirect infringement allegations.
This motion was heard on May 22, 2023.
−Removed: On December 1, 2023, the Court stayed this case pending the resolution of the above CDCA case.
−Removed: On December 20, 2021, Netlist filed a complaint against Samsung in the U.S.
+Added: On December 1, 2023, the Court stayed this case pending the resolution of the above CDCA case and ordered the parties to notify the Court within seven days of any action by the CDCA pertaining to the parties’ rights under the JDLA that may merit lifting the stay.
+Added: On March 31, 2025, the parties notified the Court of the jury verdict in the above CDCA case.
+Added: On December 20, 2021, Netlist filed a complaint against SECL, SSI, and Samsung Electronics America, Inc.
+Added: (“SEA”) (collectively, “Samsung”) in the U.S.
District Court for the Eastern District of Texas (“EDTX”), Case No.
4 unchanged sentences
On April 21, 2023, the jury returned a verdict finding that Samsung willfully infringed all five patents and awarded $ 303 million in damages to Netlist.
−Removed: (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 five patents;
−Removed: see below.) On August 11, 2023, the Court entered final judgment.
+Added: 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 five patents (see below).
+Added: On August 11, 2023, the Court entered final judgment.
On August 9, 2024, Samsung filed a notice of appeal to the U.S.
Court of Appeals for the Federal Circuit (“CAFC”), Case No.
−Removed: On January 6, 2025,
−Removed: Samsung filed a motion to stay this appeal pending the resolution of the above CDCA case.
+Added: On January 6, 2025, Samsung filed a motion to stay this appeal pending the resolution of the above CDCA case.
On February 18, 2025, the CAFC denied this motion without prejudice.
+Added: On January 21, 2026, the CAFC notified the parties that oral argument is set to take place on March 6, 2026.
+Added: On March 6, 2026, the CAFC heard oral arguments on this appeal.
The appeal is pending.
5 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.
−Removed: (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;
−Removed: see below.) On December 2, 2024, the Court entered final judgment.
+Added: 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).
+Added: 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.
1 unchanged sentence
On January 31, 2025, the Court denied Netlist’s motion for a preliminary injunction and a subsequent permanent injunction.
−Removed: On October 9, 2023, Samsung filed a declaratory judgement action against Netlist in the U.S.
−Removed: District Court for the DDE ( Samsung Elecs.
−Removed: Co., Ltd., et.
−Removed: Netlist, Inc.
−Removed: 1:23-cv-01122-RGA), seeking a declaration that Samsung does not infringe Netlist’s U.S.
+Added: On October 9, 2023, Samsung filed a declaratory judgement action against Netlist in the DDE (Case No.
+Added: 1:23-cv-01122), seeking a declaration that Samsung does not infringe Netlist’s U.S.
11,386,024 (the “’024 Patent”).
1 unchanged sentence
On March 4, 2025, the Court denied this motion.
−Removed: On May 22, 2024, Samsung filed a declaratory judgement action against Netlist in the U.S.
−Removed: District Court for the DDE (Case no.
+Added: On June 13, 2025, Netlist filed a motion to stay this action pending the resolution of the Inter Partes Review (“IPR”) of the ’024 Patent (Case No.
+Added: IPR2025-00001).
+Added: On July 8, 2025, the Court issued a scheduling and consolidation order consolidating this action with the action below (Case No.
+Added: 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.
+Added: On August 1, 2025, the Court granted Netlist’s motion to stay the consolidated action pending the final written decisions in the two IPRs.
+Added: On May 22, 2024, Samsung filed a declaratory judgement action against Netlist in the DDE (Case No.
1:24-cv-00614), seeking a declaration that Samsung does not infringe Netlist’s U.S.
3 unchanged sentences
On March 4, 2025, the Court denied this motion.
+Added: On June 13, 2025, Netlist filed a motion to stay this action pending the resolution of the IPR of the ’319 Patent (Case No.
+Added: IPR2025-00002).
+Added: On July 8, 2025, the Court issued a scheduling and consolidation order consolidating this action with the action above (Case No.
+Added: 1:23-cv-01122).
+Added: On May 19, 2025, Netlist filed a complaint against Samsung in the EDTX (Case No.
+Added: 2:25-cv-00557) for infringement of U.S.
+Added: Patent 12,308,087 (the “’087 Patent”).
+Added: On June 27, 2025, the Court consolidated this case with the case against Micron asserting the ’087 Patent (Case No.
+Added: 2:25-cv-00558).
+Added: On July 8, 2025, Netlist filed (a) a First Amended Complaint against Samsung and Avnet, Inc.
+Added: (“Avnet”) and (b) a First Amended Complaint against Micron and Avnet, asserting infringement of the ’087 Patent and U.S.
+Added: 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.
+Added: § 284, an exceptional case finding and reasonable attorneys’ fees pursuant to 35 U.S.C.
+Added: § 285, a permanent injunction pursuant to 35 U.S.C.
+Added: § 283, and equitable relief.
+Added: On July 22, 2025, Micron moved to dismiss the First Amended Complaint for improper venue.
+Added: 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.
+Added: On September 11, 2025, SEA and SSI filed a motion to dismiss for improper venue.
+Added: On September 11, 2025, Samsung filed a motion to dismiss certain of Netlist’s infringement claims in the First Amended Complaint.
+Added: On September 15, 2025, Avnet filed motions to dismiss both First Amended Complaints.
+Added: On October 9, 2025, Netlist filed a Second Amended Complaint against Samsung and Avnet asserting infringement of the ’087 and ’731 Patents.
+Added: On October 10, 2025, Micron moved to stay pending resolution of the venue dispute.
+Added: On November 24, 2025, SEA and SSI filed a motion to dismiss for improper venue.
+Added: On November 24, 2025, Samsung filed a motion to dismiss certain of Netlist’s infringement claims in the Second Amended Complaint.
+Added: On November 24, 2025, Avnet filed a motion to partially dismiss the Second Amended Complaint.
+Added: On January 28, 2026, Samsung filed a motion to stay this case pending the ITC investigation.
+Added: On January 28, 2026, Avnet filed a motion to sever and stay.
+Added: On February 27, 2026, Netlist filed a Third Amended Complaint against Samsung and Avnet.
+Added: On March 6, 2026, the Court granted Micron’s motion to dismiss and transferred the member case against Micron to the DDE.
+Added: On March 6, 2026, the Court granted Samsung’s motion to stay the case as to Samsung and Avnet pending ITC Investigation No.
+Added: On May 20, 2025, Samsung filed a declaratory judgement action against Netlist in the DDE (Case No.
+Added: 1:25-cv-00626) seeking a declaration that Samsung does not infringe Netlist’s ’087 Patent.
+Added: 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.
+Added: 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.
+Added: Patent 12,373,366 (the “’366 Patent”).
+Added: On July 28, 2025, Netlist filed a complaint against Samsung and Avnet in the EDTX (Case No.
+Added: 2:25-cv-00748) for infringement of the ’366 Patent, seeking damages from the infringement by the defendants, a finding of willful infringement and enhanced damages pursuant to 35 U.S.C.
+Added: § 284, an exceptional case finding and reasonable attorneys’ fees pursuant to 35 U.S.C.
+Added: § 285, a permanent injunction pursuant to 35 U.S.C.
+Added: § 283, and equitable relief.
+Added: On October 29, 2025, the Court consolidated this case with the case against Micron and Avnet asserting the ’366 Patent (Case No.
+Added: 2:25-cv-00749).
+Added: On November 19, 2025, SSI and SEA moved to dismiss for improper venue.
+Added: On November 19, 2025, Samsung filed a motion to dismiss certain of Netlist’s infringement claims.
+Added: On December 10, 2025, the Court issued a Docket Control Order setting a claim construction hearing on February 18, 2027 and a trial date of August 16, 2027.
+Added: On January 4, 2026, Netlist filed a First Amended Complaint against Samsung and Avnet, and a First Amended Complaint against Micron and Avnet.
+Added: On January 26, 2026, Micron filed a motion to dismiss Netlist’s First Amended Complaint.
+Added: On January 28, 2026, Samsung filed a motion to stay this case pending the ITC investigation.
+Added: January 28, 2026, Avnet filed a motion to sever and stay.
+Added: On March 2, 2026, Netlist filed a Second Amended Complaint against Samsung and Avnet.
+Added: On September 30, 2025, Netlist filed a complaint under Section 337 of the Tariff Act of 1930, as amended (19 U.S.C.
+Added: § 1337) at the U.S.
+Added: International Trade Commission (“ITC”) for patent infringement against Samsung, Google, and Super Micro Computer, Inc.
+Added: (“Super Micro”) (collectively, “Respondents”).
+Added: 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.
+Added: (“DDR5”) Dual Inline Memory Module (“DIMM”) or High Bandwidth Memory (“HBM”) products, Google and Super Micro products containing the same, and components thereof.
+Added: 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.
+Added: On December 29, 2025, the ITC instituted an investigation into the Respondents’ alleged infringing acts (Investigation No.
+Added: 337-TA-1472).
+Added: On November 11, 2025, Samsung filed a declaratory judgement action against Netlist in the DDE (Case No.
+Added: 1:25-cv-01371) seeking a declaration that Samsung does not infringe Netlist’s ’035 Patent.
+Added: On December 31, 2025, Samsung filed its counterclaims in the ITC investigation, asserting counterclaims for violations of Section 2 of the Sherman Act, breach of contract, and unfair competition by Netlist, and sought a declaratory judgment of unenforceability of an exclusion order.
+Added: Pursuant to ITC procedure, the counterclaims were immediately removed to the DDE and docketed as Case No.
+Added: 1:25-cv-01589.
Micron Litigation
1 unchanged sentence
6:21-cv-00430 and 6:21-cv-00431), for infringement of U.S.
−Removed: and 10,489,314 (respectively, the “’833, ’035, ’608, and ’314 Patents”).
+Added: and 10,489,314 (respectively, the “’833, ’035, ’608, and ’314 Patents”), seeking damages, a finding of willful infringement and enhanced damages pursuant to 35 U.S.C.
+Added: § 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.
2 unchanged sentences
On June 10, 2022, Netlist filed a complaint against Micron in EDTX (Case No.
−Removed: 2:22-cv-00203), for infringement of the ’506, ’339, ’918, ’054, ’060 and ’160 Patents.
+Added: 2:22-cv-00203), for infringement of the ’506, ’339, ’918, ’054, ’060 and ’160 Patents, seeking damages, a finding of willful infringement and enhanced damages pursuant to 35 U.S.C.
+Added: § 284, an exceptional case finding and reasonable attorneys’ fees pursuant to 35 U.S.C.
+Added: § 285, and equitable relief.
On May 19, 2023, Micron filed a motion to stay this case pending the respective Inter Partes Reviews of the six asserted patents.
7 unchanged sentences
On May 23, 2024, the jury returned a verdict finding that Samsung willfully infringed both patents and awarded $ 445 million in damages to Netlist.
−Removed: The collectability of the damages award may be affected by the
−Removed: outcomes of pending appeals of final written decisions in the respective Inter Partes Reviews of the two patents;
+Added: 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 two patents (see below).
On July 11, 2024, the Court entered final judgment.
On August 7, 2024, Micron filed post-trial motions for judgment as a matter of law and for a new trial.
+Added: On June 11, 2025, the Court denied Micron’s motions for judgment as a matter of law on willfulness, on non-infringement, and on damages as well
+Added: as Micron’s motion for a new trial.
+Added: On July 9, 2025, Micron filed a notice of appeal to the U.S.
+Added: Court of Appeals for the Federal Circuit (“CAFC”), Case No.
+Added: The appeal is pending.
On December 11, 2023, Micron filed a complaint against Netlist in the District Court of the Fourth Judicial District of the State of Idaho, Ada County (“Idaho State Court”) (Case No.
−Removed: CV01-23-19920), alleging that Netlist violated Idaho Code § 48-1703 by making a bad faith assertion of infringement of the ’833 Patent in WDTX.
+Added: CV01-23-19920), alleging that Netlist violated Idaho Code § 48-1703 by making a bad faith assertion of infringement of the ’833 Patent in WDTX, seeking compensatory and exemplary damages pursuant to Code §§ 48-1706(b) and (d), and costs and fees, including reasonable attorneys’ fees, pursuant to Code § 48-1706(c).
Netlist removed the case to the U.S.
5 unchanged sentences
Court of Appeals for the Ninth Circuit, which the CAFC denied on December 19, 2024.
−Removed: Both the appeal and Netlist’s motion to stay the remand remain pending.
On September 18, 2024, Netlist moved to dismiss the Idaho State Court case for lack of personal jurisdiction and failure to state a claim, which the Idaho State Court denied on December 5, 2024.
−Removed: The Idaho State Court case is currently set for trial starting on October 27, 2025.
+Added: On June 12, 2025, the CAFC denied Netlist’s motion to stay the remand pending the appeal;
+Added: the appeal remains pending.
+Added: On December 8, 2025, the Idaho State Court set a trial date for December 7, 2026.
+Added: On January 12, 2026, the Court appointed a discovery master to address the pending discovery disputes between the parties.
On December 23, 2023, Netlist filed a complaint for declaratory judgment against Micron in EDTX (Case No.
5 unchanged sentences
On December 13, 2024, Micron moved to stay this case on abstention grounds.
−Removed: This case is currently set for trial starting on July March 27, 2025, the Court stayed this case pending the CAFC appeals of the IPR decisions on the Netlist patents asserted against Micron in the prior EDTX patent infringement cases resolution.
+Added: On March 27, 2025, the Court stayed this case pending the conclusion of the CAFC appeals of the Inter Partes Review (“IPR”) decisions on the Netlist patents asserted against Micron in the prior EDTX patent infringement cases.
On January 16, 2024, Micron filed a complaint against Netlist in Idaho State Court (Case No.
−Removed: CV01-24-01032), alleging that Netlist violated Idaho Code § 48-1703 by making a bad faith assertion of infringement of the ’918 and ’054 Patents in the EDTX.
+Added: CV01-24-01032), alleging that Netlist violated Idaho Code § 48-1703 by making a bad faith assertion of infringement of the ’918 and ’054 Patents in the EDTX, seeking compensatory and exemplary damages pursuant to Code §§ 48-1706(b) and (d), and costs and fees, including reasonable attorneys’ fees, pursuant to Code § 48-1706(c).
Netlist removed the case to the U.S.
4 unchanged sentences
On September 10, 2024, the appeal was consolidated with the above-related appeal (Case No.
−Removed: Netlist’s motion to stay the remand remain pending.
On September 17, 2024, Netlist moved to dismiss the Idaho State Court case for lack of personal jurisdiction and failure to state a claim, which the Idaho State Court denied on December 20, 2024.
−Removed: The Idaho State Court case is currently set for trial starting on July 20, 2026.
+Added: On June 27, 2025, the Idaho State Court granted Netlist’s motion to stay this case until the CAFC issues its opinion in the appeal of the IPR decisions involving the two patents.
+Added: On May 19, 2025, Netlist filed a complaint against Micron in the EDTX (Case No.
+Added: 2:25-cv-00558) for infringement of ’087 Patent.
+Added: On June 17, 2025, Micron moved to dismiss the complaint for improper venue.
+Added: On June 27, 2025, the Court consolidated this case with the case against Samsung asserting the ’087 Patent (Case No.
+Added: 2:25-cv-00557).
+Added: On March 6, 2026, the Court granted Micron’s motion to dismiss (in the lead case) and transferred this case Micron to the DDE, which was assigned DDE case no.
+Added: 1:26-cv-00246 on March 9, 2026.
+Added: On May 20, 2025, Micron filed a declaratory judgement action against Netlist in the DDE (Case No.
+Added: 1:25-cv-00629) seeking a declaration that Micron does not infringe Netlist’s ’087 Patent.
+Added: 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.
+Added: On June 2, 2025, Micron filed a complaint against Netlist in Idaho State Court (Case No.
+Added: CV01-25-09858), alleging that Netlist violated Idaho Code § 48-1703 by making a bad faith assertion of infringement of the ’060, ’160, ’506, ’339, ’912, and ’417 Patents in the EDTX, seeking compensatory and exemplary damages pursuant to Code §§ 48-1706(b) and (d), and costs and fees, including reasonable attorneys’ fees, pursuant to Code § 48-1706(c).
+Added: On June 24, 2025, Netlist removed the case to the U.S.
+Added: District Court for the District of Idaho.
+Added: On July 1, 2025, Netlist moved to dismiss or to transfer the case to the EDTX.
+Added: On July 17, 2025, Micron filed a motion to remand the case to the Idaho State Court.
+Added: On July 10, 2025, Micron filed a declaratory judgement action against Netlist in the DDE (Case No.
+Added: 1:25-cv-00863) seeking a declaration that Micron does not infringe Netlist’s ’731 Patent.
+Added: On July 28, 2025, Netlist filed a complaint against Micron and Avnet in the EDTX (Case No.
+Added: 2:25-cv-00749) for infringement of the ’366 Patent, seeking damages from the infringement by the defendants, a finding of willful infringement and enhanced damages pursuant to 35 U.S.C.
+Added: § 284, an exceptional case finding and reasonable attorneys’ fees pursuant to 35 U.S.C.
+Added: § 285, a permanent injunction pursuant to 35 U.S.C.
+Added: § 283, and equitable relief.
+Added: On October 29, 2025, the Court consolidated this case with the case against Samsung and Avnet asserting the ’366 Patent (Case No.
+Added: 2:25-cv-00748).
+Added: On July 29, 2025, Micron filed a declaratory judgement action against Netlist in the DDE (Case No.
+Added: 1:25-cv-00942) seeking a declaration that Micron does not infringe Netlist’s ’366 Patent.
Google Litigation
1 unchanged sentence
District Court for the Northern District of California (Case no.
−Removed: 3:09-cv-05718), for infringement of the ’912 Patent.
+Added: 3:09-cv-05718), for infringement of the ’912 Patent, seeking damages, a finding of willful infringement and enhanced damages pursuant to 35 U.S.C.
+Added: § 284, an exceptional case finding and reasonable attorneys’ fees pursuant to 35 U.S.C.
+Added: § 285, and a preliminary and permanent injunction.
On October 17, 2022, the Court entered a stipulated order to stay this case until the resolution of the patent infringement suit against Samsung filed on August 1, 2022 in EDTX (Case No.
2:22-cv-00293), including any appeal thereof.
−Removed: Inter Partes Review (“IPR”) Proceedings
+Added: 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.
IPR2022-00062).
−Removed: On May 8, 2023, the Patent Trial & Appeal Board (“PTAB”) issued a final written decision finding all challenged claims unpatentable.
+Added: On May 8, 2023, the PTAB issued a final written decision finding all challenged claims unpatentable.
On October 15, 2021, SECL filed a Petition for IPR of the ’523 Patent (Case No.
1 unchanged sentence
On May 3, 2023, the PTAB issued a final written decision finding no challenged claims unpatentable.
−Removed: On July 3, 2023,
−Removed: SECL filed a notice of appeal to the CAFC (Case No.
+Added: On July 3, 2023, SECL filed a notice of appeal to the CAFC (Case No.
The CAFC heard oral arguments on March 4, 2025.
13 unchanged sentences
IPR2023-00204).
−Removed: On October 18, 2023, the PTAB issued a final written decision in the two IPRs finding all challenged claims unpatentable.
+Added: On October 18, 2023, the PTAB issued a final written decision in the two IPRs finding all challenged claims
+Added: unpatentable.
On April 11, 2024, Netlist filed a notice of appeal to the CAFC (Case No.
+Added: On January 21, 2026, the CAFC notified the parties that oral argument is set to take place on March 6, 2026.
+Added: On March 6, 2026, the CAFC heard oral arguments on this appeal.
The appeal is pending.
5 unchanged sentences
On February 21, 2024, Netlist filed a notice of appeal to the CAFC, Case No.
−Removed: The appeal is pending.
−Removed: On March 30, 2022, Micron filed a Petition for IPR of the ’314 Patent (Case No.
−Removed: IPR2022-00745).
−Removed: On October 30, 2023, the PTAB issued a final written decision finding no challenged claims unpatentable.
−Removed: On December 29, 2023, Micron filed a notice of appeal to the CAFC (Case No.
−Removed: The appeal is pending.
+Added: The CAFC heard oral arguments on December 5, 2025.
+Added: On December 9, 2025, the CAFC affirmed the PTAB’s final written decision.
+Added: On March 30, 2022, Micron filed two Petitions for IPR of the ’314 Patent (Case Nos.
+Added: IPR2022-00744 and IPR2022-00745).
+Added: On October 30, 2023, the PTAB issued final written decisions finding no challenged claims unpatentable.
+Added: On December 29, 2023, Micron filed notices of appeal to the CAFC (Case Nos.
+Added: 2024-1312 and 2024-1313).
+Added: The appeals were consolidated on January 16, 2024.
+Added: The CAFC heard oral arguments on December 1, 2025.
+Added: On February 20, 2026, the CAFC affirmed the PTAB’s final written decisions.
On May 17, 2022, SECL filed a Petition for IPR of the ’918 Patent (Case No.
4 unchanged sentences
On May 20, 2024, Netlist filed a notice of appeal to the CAFC (Case No.
+Added: On January 21, 2026, the CAFC notified the parties that oral argument is set to take place on March 6, 2026.
+Added: On March 6, 2026, the CAFC heard oral arguments on this appeal.
The appeal is pending.
12 unchanged sentences
On August 19, 2024, Netlist filed a notice of appeal to the CAFC, Case No.
+Added: On January 21, 2026, the CAFC notified the parties that oral argument is set on March 6, 2026.
+Added: On March 6, 2026, the CAFC heard oral arguments on this appeal.
The appeal is pending.
11 unchanged sentences
On July 30, 2024, the PTAB issued a final written decision in the two IPRs finding all challenged claims unpatentable.
−Removed: December 10, 2024, Netlist filed a notice of appeal to the CAFC (Case No.
+Added: On December 10, 2024, Netlist filed a notice of appeal to the CAFC (Case No.
The appeal is pending.
5 unchanged sentences
On December 10, 2024, Netlist filed a notice of appeal to the CAFC (Case No.
−Removed: On January 15, 2025, this appeal was consolidated with the above appeal on the IPR of the ’215 Patent (Case No.
+Added: On January 15,
+Added: 2025, this appeal was consolidated with the above appeal on the IPR of the ’215 Patent (Case No.
On April 27, 2023, SECL filed a Petition for IPR of the ’608 Patent (Case No.
5 unchanged sentences
On January 13, 2025, SECL filed a notice of appeal to the CAFC (Case No.
−Removed: The appeal is pending.
+Added: The CAFC heard oral arguments on December 5, 2025.
+Added: On December 9, 2025, the CAFC affirmed the PTAB’s final written decision.
On October 18, 2024, SECL filed a Petition for IPR of the ’024 Patent (Case No.
1 unchanged sentence
On February 20, 2025, Netlist filed its preliminary response to the Petition.
+Added: On May 15, 2025, the PTAB granted institution of the IPR.
+Added: On May 29, 2025, Netlist requested director review of the institution decision, which was denied on July 17, 2025.
+Added: On August 7, 2025, Netlist filed a statutory disclaimer and a request for adverse judgment.
+Added: 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.
1 unchanged sentence
On February 21, 2025, Netlist filed its preliminary response to the Petition.
+Added: On May 15, 2025, the PTAB granted institution of the IPR.
+Added: On May 29, 2025, Netlist requested director review of the institution decision, which was denied on July 17, 2025.
+Added: On August 7, 2025, Netlist filed a statutory disclaimer and a request for adverse judgment.
+Added: On September 8, 2025, the PTAB granted Netlist’s request for adverse judgment.
+Added: On August 14, 2025, an unidentified party filed a request for Ex Parte Reexamination of the ’608 Patent (Application No.
+Added: On October 17, 2025, Netlist filed a petition to the Director to terminate this reexamination.
+Added: On November 5, 2025, the unidentified party opposed.
+Added: On November 7, 2025, the request for reexamination was granted by the examiner.
+Added: On January 6, 2026, Netlist filed a renewed petition to the Director to terminate this reexamination.
+Added: On January 15, 2026, the unidentified party opposed.
+Added: On August 25, 2025, SECL filed a Petition for Post Grant Review (“PGR”) of the ’087 Patent (Case No.
+Added: PGR2025-00071) and a Petition for IPR of the ’087 Patent (IPR2025-01402).
+Added: On February 18, 2026, the PTAB denied institution of the IPR but granted institution of the PGR.
+Added: On March 4, 2026, Netlist filed a Request for Director Review of the PGR institution decision.
+Added: On August 29, 2025, SECL filed a Petition for IPR of the ’731 Patent (IPR2025-01431).
+Added: On February 18, 2026, the PTAB granted institution of the PGR.
+Added: On March 4, 2026, Netlist filed a Request for Director Review of the institution decision.
+Added: On October 27, 2025, SECL filed a Petition for IPR of the ’035 Patent (IPR2026-00017).
+Added: On February 24, 2026, the PTAB denied institution of the IPR.
+Added: On November 7, 2025, SECL filed a Petition for PGR of the ’366 Patent (Case No.
+Added: PGR2026-00001) and a Petition for IPR of the ’366 Patent (IPR2026-00018).
German Proceedings
4 unchanged sentences
On June 3, 2022, Netlist filed infringement claims against Samsung in Dusseldorf, Germany, seeking damages for infringement of European Patents EP735 and EP660.
−Removed: On September 25, 2023, the Dusseldorf Court stayed the case until the German Federal Patent Court decisions on the nullity proceedings on EP735 and EP660 either become final or are reversed or remanded on appeal.
+Added: On September 25, 2023, the Dusseldorf
+Added: Court stayed the case until the German Federal Patent Court decisions on the nullity proceedings on EP735 and EP660 either become final or are reversed or remanded on appeal.
On July 26, 2022, Netlist filed infringement claims against Google Cloud EMEA Limited, Google Germany GmbH, Redtec Computing GmbH, and Google LLC in Dusseldorf, Germany, seeking damages for infringement of European Patents EP735 and EP660.
11 unchanged sentences
(iii) indemnities involving the accuracy of representations and warranties in certain contracts;
−Removed: (iv) indemnities to our directors and officers to the
−Removed: maximum extent permitted under the laws of the State of Delaware;
+Added: (iv) indemnities to our directors and officers to the maximum extent permitted under the laws of the State of Delaware;
(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;
−Removed: 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.
−Removed: The duration of these indemnities, commitments and guarantees varies and, in certain cases, may be indefinite.
+Added: (vi) severance and other related obligations;
+Added: and (vii) 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.
+Added: The duration of these indemnities, commitments and guarantees varies and, in certain cases, is indefinite.
The majority of these indemnities, commitments and guarantees do not provide for any limitation of the maximum potential for future payments we could be obligated to make.
7 unchanged sentences
On April 17, 2024, we entered into a fourth amendment (the “Fourth Amendment”) to the Rights Agreement, pursuant to which Equiniti Trust Company, LLC was appointed as our rights agent and the definition of “Expiration Date” in the Rights Agreement was amended to extend the term for an additional three-year period from April 17, 2024 to April 17, 2027.
−Removed: As a result and pursuant to the Fourth Amendment, the Rights will expire and become unexercisable on or before the close of business on April 17, 2027, in accordance with the terms of the Rights Agreement.
+Added: As a result, and pursuant to the Fourth Amendment, the Rights
+Added: will expire and become unexercisable on or before the close of business on April 17, 2027, in accordance with the terms of the Rights Agreement.
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.
3 unchanged sentences
We filed the Certificate of Designation with the Secretary of State of the State of Delaware on April 17, 2017.
−Removed: We have one class of common stock with a par value of $ 0.001 per share.
−Removed: The number of shares of the common stock authorized for issuance is 450,000,000 .
−Removed: September 2021 Lincoln Park Purchase Agreement
−Removed: On September 28, 2021, we entered into a purchase agreement (the “September 2021 Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), pursuant to which we had 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 September 2021 Purchase Agreement.
−Removed: As consideration for entering into the September 2021 Purchase Agreement, we previously issued to Lincoln Park 218,750 shares of our common stock as initial commitment shares in a noncash transaction on September 28, 2021 and would issue up to 143,750 additional shares of our common stock as additional commitment shares on a pro rata basis in connection with any additional purchases.
−Removed: We would not receive any cash proceeds from the issuance of these additional commitment shares.
−Removed: On October 1, 2024, the September 2021 Purchase Agreement terminated on its terms.
−Removed: We controlled the timing and amount of any sales of our common stock to Lincoln Park over the 36-month term of the September 2021 Purchase Agreement.
−Removed: There was no upper limit on the price per share that Lincoln Park was required to pay for our common stock under the September 2021 Purchase Agreement, but in no event would shares be sold to Lincoln Park on a day the closing price was less than the floor price specified in the September 2021 Purchase Agreement.
−Removed: In all instances, we could not sell shares of our common stock to Lincoln Park under the September 2021 Purchase Agreement if that would have resulted in Lincoln Park beneficially owning more than 9.99 % of our common stock.
−Removed: The September 2021 Purchase Agreement did not limit our ability to raise capital from other sources at our sole discretion, except that, subject to certain exceptions, we could not enter into any Variable Rate Transaction (as defined in the September 2021 Purchase Agreement, including the issuance of any floating conversion rate or variable priced equity-like securities) during the 36 months after the date of the September 2021 Purchase Agreement.
−Removed: We had the right to terminate the September 2021 Purchase Agreement at any time, at no cost to us.
−Removed: During fiscal year 2023, Lincoln Park purchased an aggregate of 7,865,000 shares of our common stock for a net purchase price of $ 23.4 million under the September 2021 Purchase Agreement.
−Removed: In connection with the purchases, we issued to Lincoln Park an aggregate of 44,939 shares of our common stock as additional commitment shares in noncash transactions.
−Removed: During fiscal year 2024, Lincoln Park purchased an aggregate of 3,195,889 shares of our common stock for a net purchase price of $ 5.2 million under the September 2021 Purchase Agreement.
−Removed: In connection with the purchases, we issued to Lincoln Park an aggregate of 10,046 shares of our common stock as additional commitment shares in noncash transactions.
−Removed: The September 2021 Purchase Agreement terminated on its terms on October 1, 2024.
−Removed: 2023 Offering
−Removed: On August 14, 2023, the Company entered into a Securities Purchase Agreement (the “2023 Purchase Agreement”) with certain investors, pursuant to which the Company issued and sold to the investors in a registered offering (the “2023 Offering”) an aggregate of 11,111,112 shares of our common stock and warrants to purchase up to an aggregate of 11,111,112 shares of our common stock at a per share purchase price of $ 2.70 per share.
−Removed: The 2023 Offering closed on August 17, 2023.
−Removed: The net proceeds to the Company from the 2023 Offering were approximately $ 28.6 million, after deducting placement agent fees and offering costs paid by the Company.
−Removed: The warrants are exercisable at any time on or after the issuance date, have a term of five years from the issuance date, and have an exercise price of $ 3.20 per share and contain customary 4.99 % / 9.99 % blocker provisions.
−Removed: In addition, pursuant to the 2023 Purchase Agreement, the Company and our director and executive officers entered into lock-up agreements, pursuant to which they agreed not to offer for sale, contract to sell, or sell any shares of the Company’s common stock or any securities convertible into, or exercisable or exchangeable for, shares of the Company’s common stock, for a period of 90 days from the closing of the 2023 Offering, subject to certain customary exceptions.
−Removed: The 2023 Purchase Agreement also provides that the Company may not effect or enter into any Variable Rate Transactions (as defined in the 2023 Purchase Agreement) until the six month anniversary of the closing date of the 2023 Offering.
−Removed: Sales of the Company’s common stock pursuant to the September 2021 Purchase Agreement are permitted after 90 days following the closing of the 2023 Offering.
−Removed: 2024 Offering
−Removed: On October 11, 2024, we entered into a Securities Purchase Agreement (the “2024 Purchase Agreement”) with certain investors, pursuant to which we issued and sold to the investors in a registered offering (the “2024 Offering”) an aggregate of (i) 13,636,364 shares of our common stock, (ii) Series A Common Stock Purchase Warrants (the “Series A Warrants”) to purchase up to an aggregate of 13,636,364 shares of our common stock, and (iii) Series B Common Stock Purchase Warrants (the “Series B Warrants,” collectively, the “Warrants”) to purchase up to 13,636,364 shares of our common stock, at a per share purchase price of $ 1.10 per share and accompanying warrants.
−Removed: The 2024 Offering closed on October 15, 2024.
−Removed: The net proceeds to us from the 2024 Offering were approximately $ 14.2 million, after deducting placement agent fees and offering costs paid by us.
−Removed: The Warrants are or were exercisable at any time on or after the issuance date and contain provisions with the beneficial ownership limited to 4.99 % of the number of shares of our common stock outstanding immediately after giving effect to the issuance of share of our common stock issuable upon the exercise of the Warrants, which percentage may be increased up to 9.99 % upon the notice to us.
−Removed: The Series A Warrants have a term of five years from the issuance date and have an exercise price of $ 1.30 per share.
−Removed: The Series B Warrants had a term of 100 days and an exercise price of $ 1.10 per share.
−Removed: None of the Series B Warrants were exercised prior to their expiration.
−Removed: Pursuant to the 2024 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 100 days from the closing of the 2024 Offering, subject to certain customary exceptions.
−Removed: The 2024 Purchase Agreement also provides that we may not, subject to the exceptions described in the 2024 Purchase Agreement, effect or enter into any Variable Rate Transactions (as defined in the 2024 Purchase Agreement) until the one-year anniversary of the closing date of the 2024 Offering.
+Added: On September 24, 2025, our stockholders approved the Certificate of Amendment to the Certificate of Incorporation to increase the number of shares of common stock authorized for issuance from 450,000,000 to 675,000,000 .
+Added: October 2025 Offering
+Added: 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 of our common stock (the “October 2025 Warrant Shares”) at a combined purchase price of $ 0.70 per share and accompanying October 2025 Warrant.
+Added: The October 2025 Offering closed on October 7, 2025.
+Added: The net proceeds to us from the October 2025 Offering were approximately $ 9.3 million, after deducting placement agent fees and offering costs paid by us.
+Added: 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.
+Added: 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).
+Added: 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.
+Added: The October 2025 Purchase Agreement also provided that we could 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
+Added: 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.
+Added: The October 2025 Warrants were accounted for as equity classified financial instruments as they meet the requirements for equity classification under ASC 815, Derivatives and Hedging .
+Added: June 2025 Offering
+Added: On June 24, 2025, we entered into a Securities Purchase Agreement (the “June 2025 Purchase Agreement”) with certain investors, including Chun K.
+Added: 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) Common Stock Purchase Warrants (the “June 2025 Warrants”) to purchase up to an aggregate of 34,285,720 shares of our common stock (the “June 2025 Warrant Shares”) at a combined purchase price of $ 0.70 per share and accompanying June 2025 Warrant.
+Added: Hong purchased $ 3.0 million of shares and accompanying June 2025 Warrants in the June 2025 Offering.
+Added: The June 2025 Offering closed on June 25, 2025.
+Added: The net proceeds to us from the June 2025 Offering were approximately $ 11.6 million, after deducting placement agent fees and offering costs paid by us.
+Added: 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.
+Added: 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).
+Added: 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.
+Added: 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.
+Added: The June 2025 Warrants were accounted for as equity classified financial instruments as they meet the requirements for equity classification under ASC 815, Derivatives and Hedging .
+Added: On October 6, 2025, we amended the June 2025 Warrants.
+Added: 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”).
+Added: 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 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”).
+Added: 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.
+Added: The adjusted exercise price of the June 2025 Warrants is now $ 0.60 .
+Added: The June 2025 Warrants may be further adjusted for future dilutive issuances.
+Added: In connection with the amendment of the June 2025 Warrants, we recorded a noncash deemed dividend of $ 0.6 million based on the excess of the fair
+Added: value of the June 2025 Warrants immediately before and after the amendment.
+Added: Such noncash deemed dividend resulted in an increase in the net loss attributable to stockholders for the year ended December 27, 2025.
+Added: The June 2025 Purchase Agreement provided that we could 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.
+Added: March 2025 Lincoln Park Purchase Agreement
+Added: 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, subject to the conditions and limitations set forth in the March 2025 Purchase Agreement.
+Added: 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.
+Added: 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, which had an insignificant value upon grant, 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.
+Added: 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.
+Added: 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.
+Added: Under certain circumstances and in accordance with the March 2025 Purchase Agreement, we may direct Lincoln Park to purchase shares in multiple accelerated purchases on the same trading day.
+Added: We control the timing and amount of any sales of our common stock to Lincoln Park.
+Added: There is no upper limit on the price per share that Lincoln Park must pay for our common stock under the March 2025 Purchase Agreement, but in no event will shares be sold to Lincoln Park on a day the closing price is less than the floor price specified in the March 2025 Purchase Agreement.
+Added: In all instances, we may not sell shares of our common stock to Lincoln Park under the March 2025 Purchase Agreement if that would result in Lincoln Park beneficially owning more than 9.99 % of its common stock.
+Added: The March 2025 Purchase Agreement does not limit our ability to raise capital from other sources at our sole discretion, except that, subject to certain exceptions, we may not enter into any Variable Rate Transaction (as defined in the March 2025 Purchase Agreement, including the issuance of any floating conversion rate or variable priced equity-like securities) during the 36 months after the date of the March 2025 Purchase Agreement.
+Added: We have the right to terminate the March 2025 Purchase Agreement at any time, at no cost to us.
+Added: During the fiscal year ended, December 27, 2025, Lincoln Park purchased an aggregate of 1,496,009 shares of our common stock for a net purchase price of approximately $ 1.3 million under the March 2025 Purchase Agreement.
+Added: We evaluated the March 2025 Purchase Agreement that includes the right to require Lincoln Park to purchase shares of our common stock in the future (“put right”) considering the guidance in ASC 815-40, Derivatives and Hedging – Contracts on an Entity’s Own Equity , and concluded that is an equity-linked contract that does not qualify for equity classification, and therefore requires fair value accounting as a derivative asset (liability).
+Added: We have analyzed the terms of the put right and have concluded that it had insignificant value upon grant and as of December 27, 2025.
Warrant activity during fiscal years 2025 and 2024 is as follows:
3 unchanged sentences
Outstanding as of December 27, 2025
+Added: During fiscal year 2025, in connection with the October 2025 Offering and June 2025 Offering, we issued warrants to purchase up to 28,571,432 and 34,285,720 shares of our common stock, respectively, with a weighted average exercise price of $ 0.65 .
During fiscal year 2024, in connection with the 2024 Offering, we issued warrants to purchase up to 27,272,728 shares of our common stock with a weighted average exercise price of $ 1.20 .
−Removed: During fiscal year 2023, in connection with the 2023 Offering, we issued warrants to purchase up to 11,111,112 shares of our common stock with an exercise price of $ 3.20 .
+Added: 13,636,364 of these warrants expired during fiscal year 2025.
Note 9—Benefit Plans
Equity Incentive Plan
−Removed: Our Amended and Restated 2006 Equity Incentive Plan (the “Amended 2006 Plan”) provides for broad-based equity grants to our employees and non-employee service providers.
−Removed: We also periodically grant equity-based awards outside the Amended 2006 Plan to certain new hires as an inducement to enter into employment with us.
−Removed: Subject to certain adjustments, as of December 28, 2024, we were authorized to issue a maximum of 19,805,566 shares of our common stock pursuant to awards granted under the Amended 2006 Plan.
−Removed: Pursuant to the terms of the Amended 2006 Plan, beginning January 1, 2017, the automatic annual increase to the number of shares of common stock that may be issued pursuant to awards granted under the Amended 2006 Plan is equal to the lesser of (i) 2.5 % of the number of shares of our common stock issued and outstanding as of the first day of the applicable calendar year, and (ii) 1,200,000 shares of our common stock, subject to adjustment for certain corporate actions.
−Removed: As of December 28, 2024, we had 692,001 shares of our common stock available for issuance pursuant to future awards to be granted under the Amended 2006 Plan.
+Added: On September 9, 2025, our stockholders approved the Netlist, Inc.
+Added: 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.
+Added: The Amended 2006 Plan was terminated on September 9, 2025.
+Added: As of December 27, 2025, we had 26,500 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.
+Added: 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.
+Added: 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.
+Added: We also periodically grant equity-based awards outside the 2025 Plan to certain new hires as an inducement to enter into employment with us.
Stock Options
−Removed: 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 date of grant.
+Added: Stock options granted under the 2025 Plan generally vest at a rate of at least 25 % per year over four years and expire 10 years from the date of grant.
The following table summarizes the activity related to stock options during fiscal year 2025:
6 unchanged sentences
Vested and expected to vest as of December 27, 2025
−Removed: The total intrinsic value of stock options exercised during fiscal years 2024 and 2023 was $ 0.2 million and $ 1.1 million, respectively.
+Added: The total intrinsic value of stock options exercised during fiscal year 2025 was immaterial.
+Added: The total intrinsic value of stock options exercised during fiscal year 2024 was $ 0.2 million.
Restricted Stock Units
−Removed: RSUs granted for employees and consultants generally vest semi-annually from the grant date over a four -year term and RSUs granted for independent directors fully-vested on the grant date.
+Added: RSUs granted for employees, consultants, and independent directors generally vest annually from the grant date over a four -year term.
The following table summarizes the activity related to RSUs during fiscal year 2025:
16 unchanged sentences
Less than 10 % of total net product sales
+Added: As of December 27, 2025, four customers represented approximately 33 % , 19 % , 14 % and 11 % , respectively, of aggregate gross accounts receivable.
As of December 28, 2024, three customers represented approximately 25 % , 11 % , and 10 % , respectively, of aggregate gross accounts receivable.
−Removed: As of December 30, 2023, two customers represented approximately 60 % and 10 % , respectively, of aggregate gross accounts receivable.
The loss of any of our significant customers or a reduction in sales to, or difficulties collecting payments from, any of these customers could significantly reduce our net product sales and adversely affect our operating results.
8 unchanged sentences
Note 11—Subsequent Events
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: We will not receive any cash proceeds from the issuance of these additional commitment shares.
−Removed: 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.
−Removed: 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.
−Removed: Under certain circumstances and in accordance with the March 2025 Purchase Agreement, we may direct Lincoln Park to purchase shares in multiple accelerated purchases on the same trading day.
−Removed: We control the timing and amount of any sales of our common stock to Lincoln Park.
−Removed: There is no upper limit on the price per share that Lincoln Park must pay for our common stock under the March 2025 Purchase Agreement, but in no event will shares be sold to Lincoln Park on a day the closing price is less than the floor price specified in the March 2025 Purchase Agreement.
−Removed: In all instances, we may not sell shares of our common stock to Lincoln Park under the March 2025 Purchase Agreement if that would result in Lincoln Park beneficially owning more than 9.99 % of its common stock.
−Removed: The March 2025 Agreement does not limit our ability to raise capital from other sources at our sole discretion, except that, subject to certain exceptions, we may not enter into any Variable Rate Transaction (as defined in the March 2025 Purchase Agreement, including the issuance of any floating conversion rate or variable priced equity-like securities) during the 36 months after the date of the March 2025 Purchase Agreement.
−Removed: We have the right to terminate the March 2025 Purchase Agreement at any time, at no cost to us.
−Removed: Subsequently, from March 14, 2025 through March 21, 2025, Lincoln Park purchased an aggregate of 460,000 shares of our common stock for a net purchase price of $ 0.5 million under the March 2025 Purchase Agreement.
−Removed: In connection with the purchase, we issued to Lincoln Park an aggregate of 866 shares of our common stock as additional commitment shares in noncash transactions.
+Added: Amendment to Lease
+Added: On March 4, 2026, we entered into a First Amendment to Lease (the “Lease Amendment”) with University Research Park LLC (the “Landlord”), pursuant to which we and the Landlord agreed to renew the Company’s existing lease dated April 28, 2021 (the “Lease”), relating to our corporate headquarter located at 111 Academy, Suite 100, Irvine, CA 92617.
+Added: The Lease Amendment extends the current term of the Lease to December 31, 2029 with no renewal option.
+Added: The annual base rent starting on January 1, 2027 will be $ 27,396.65 per month and increases by approximately 3 % each lease year.
+Added: Warrant Exercise
+Added: Since December 27, 2025, the holders of June 2025 Warrants to purchase 8,572,430 shares of common stock were exercised in cash, resulting in approximately $ 5.1 million in gross cash proceeds to the Company and the issuance of 8,572,430 shares of common stock.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
−Removed: To the Stockholders and Sole Member of the Board of Directors
+Added: To the Stockholders and the Board of Directors
Netlist, Inc.
1 unchanged sentence
Opinion on the Consolidated Financial Statements
−Removed: We have audited the accompanying consolidated balance sheet of Netlist, Inc.
−Removed: and subsidiaries (the “Company”) as of December 28, 2024, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for the year then ended, the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “consolidated financial statements”).
−Removed: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 28, 2024, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
+Added: We have audited the accompanying consolidated balance sheets of Netlist, Inc.
+Added: and subsidiaries (the “Company”) as of December 27, 2025 and December 28, 2024, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “consolidated financial statements”).
+Added: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 27, 2025 and December 28, 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management.
−Removed: Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.
+Added: Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (the “PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audit in accordance with the standards of the PCAOB.
−Removed: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
+Added: We conducted our audits in accordance with the standards of the PCAOB.
+Added: Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
−Removed: As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.
+Added: As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.
Accordingly, we express no such opinion.
−Removed: Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
+Added: Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
−Removed: Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
−Removed: We believe that our audit provides a reasonable basis for our opinion.
+Added: Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
+Added: We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
2 unchanged sentences
We determined that there are no critical audit matters.
−Removed: /s/ Macias Gini & O’Connell LLP
We have served as the Company's auditor since 2024.
+Added: /s/ Macias Gini & O’Connell LLP
Irvine, California
March 19, 2026
−Removed: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
−Removed: To the Stockholders and Sole Member of the Board of Directors
−Removed: Netlist, Inc.
−Removed: Opinion on the Consolidated Financial Statements
−Removed: We have audited the accompanying consolidated balance sheet of Netlist, Inc.
−Removed: and subsidiaries (the “Company”) as of December 30, 2023, the related consolidated statements of operations, stockholders’ equity (deficit) and cash flows for the year then ended, and the related notes and the schedule listed in the Index at Item 15 for the year ended December 30, 2023 (collectively referred to as the “consolidated financial statements”).
−Removed: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 30, 2023, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
−Removed: Basis for Opinion
−Removed: These consolidated financial statements are the responsibility of the Company’s management.
−Removed: Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
−Removed: We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.
−Removed: federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audit in accordance with the standards of the PCAOB.
−Removed: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
−Removed: Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
−Removed: Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
−Removed: Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
−Removed: We believe that our audit provides a reasonable basis for our opinion.
−Removed: /s/ KMJ Corbin & Company LLP
−Removed: We served as the Company’s auditor from 2005 to 2024.
−Removed: Glendora, California
−Removed: February 23, 2024
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
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.