What changed in this filing

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Item 1. Financial Statements

2026-05-12 compared with 2025-11-12 · 207 added, 257 removed, 597 unchanged (44% of the section changed)

4 unchanged sentences

(In thousands, except par value) (Unaudited)

September 27,

Current assets:

6 unchanged sentences

Operating lease right-of-use assets

LIABILITIES AND STOCKHOLDERS' DEFICIT

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:

4 unchanged sentences

Other current liabilities

Debt due within one year

Total current liabilities

3 unchanged sentences

Commitments and contingencies

Stockholders' deficit:

Stockholders' equity (deficit):

Preferred stock, $ 0.001 par value— 10,000 shares authorized:

2 unchanged sentences

none issued and outstanding

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

Common stock, $ 0.001 par value— 675,000 shares authorized;

317,922 (2026) and 307,337 (2025) shares issued and outstanding

1 unchanged sentence

Accumulated deficit

Total stockholders' deficit

Total liabilities and stockholders' deficit

Total stockholders' equity (deficit)

Total liabilities and stockholders' equity (deficit)

See accompanying Notes to Condensed Consolidated Financial Statements.

4 unchanged sentences

Three Months Ended

Nine Months Ended

September 27,

September 28,

September 27,

September 28,

Cost of sales

4 unchanged sentences

Total operating expenses

Operating loss

Operating income (loss)

Other income, net:

2 unchanged sentences

Total other income, net

Loss before provision for income taxes

Income (loss) before provision for income taxes

Provision for income taxes

Loss per share:

Basic and diluted

Net income (loss)

Earnings (loss) per share:

Weighted-average common shares outstanding:

Basic and diluted

See accompanying Notes to the Condensed Consolidated Financial Statements.

1 unchanged sentence

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(In thousands) (Unaudited)

1 unchanged sentence

Balance, December 27, 2025

Issuance of common stock, net

Exercise of stock options

Exercise of warrants

Stock-based compensation

Restricted stock units vested and distributed

Tax withholdings related to net share settlements of equity awards

Balance, March 28, 2026

Issuance of common stock, net

Exercise of stock options

Stock-based compensation

Restricted stock units vested and distributed

Balance, June 28, 2025

Issuance of common stock, net

Exercise of stock options

Stock-based compensation

Restricted stock units vested and distributed

Balance, September 27, 2025

See accompanying Notes to the Condensed Consolidated Financial Statements.

NETLIST, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(In thousands) (Unaudited) (Continued)

Stockholders'

6 unchanged sentences

Balance, March 29, 2025

Issuance of common stock, net

Exercise of stock options

Stock-based compensation

Restricted stock units vested and distributed

Balance, June 29, 2024

Issuance of common stock, net

Exercise of stock options

Stock-based compensation

Restricted stock units vested and distributed

Balance, September 28, 2024

See accompanying Notes to the Condensed Consolidated Financial Statements.

3 unchanged sentences

(In thousands) (Unaudited)

Nine Months Ended

September 27,

September 28,

Three Months Ended

Cash flows from operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Depreciation and amortization

14 unchanged sentences

Cash flows from financing activities:

Net borrowings (repayments) under line of credit

Principal repayments under finance lease

Net borrowings under line of credit

Payments on notes payable

Proceeds from issuance of common stock, net

Proceeds from exercise of stock options

Proceeds from exercise of stock options and warrants

Payments for taxes related to net share settlement of equity awards

Net cash provided by financing activities

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

Net change in cash, cash equivalents and restricted cash

18 unchanged sentences

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

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

We have evaluated events occurring subsequent to March 28, 2026 through the filing date of this Quarterly Report on Form 10-Q and concluded that there were no events that required recognition and disclosures other than those discussed elsewhere in the notes hereto.

Principles of Consolidation

3 unchanged sentences

Our fiscal year is the 52 - or 53 -week period that ends on the Saturday nearest to December 31.

Our fiscal year 2025 will include 52 weeks and ends on December 27, 2025.

Each quarter of fiscal year 2025 will be comprised of 13 weeks.

Unless otherwise stated, references to particular years, quarters, months and periods refer to our fiscal years ended in December and the associated quarters, months and periods of those fiscal years.

Our fiscal year 2026 will include 53 weeks and ends on January 2, 2027.

All quarters, except the fourth quarter of fiscal year 2026, will be comprised of 13 weeks.

The fourth quarter of fiscal year 2026 will be comprised of 14 weeks.

Unless otherwise stated, references to particular years, quarters, months and periods refer to our fiscal years ended in January or December and the associated quarters, months and periods of those fiscal years.

Use of Estimates

1 unchanged sentence

GAAP requires management to make estimates and assumptions that affect the amounts reported.

Significant items subject to such estimates and assumptions made by management include, but are not

limited to, the determination of inventory reserves, allowance for doubtful accounts, and the discount rate used for lease obligation.

Significant items subject to such estimates and assumptions made by management include, but are not limited to, the determination of inventory reserves, allowance for doubtful accounts, and the discount rate used for lease obligation.

Actual results may differ materially from those estimates.

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

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

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

We have also funded our operations with a revolving line of credit under a bank credit facility with Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (“SVB”), funds raised through the March 2025 Purchase Agreement (as defined below) and proceeds raised from the June 2025 Offering (as defined below) and the October 2025 Offering (as defined below) (see Notes 3 and 6).

October 2025 Offering

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

The October 2025 Offering closed on October 7, 2025.

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

See Note 9 for further discussion.

June 2025 Offering

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

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

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

The June 2025 Offering closed on June 25, 2025.

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

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

March 2025 Lincoln Park Purchase Agreement

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

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

Pursuant to the October 2025 Purchase Agreement, we may not

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

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

A lack of sufficient funding may also require us to significantly modify our business model and/or reduce or cease our operations, which could include implementing cost-cutting measures or delaying, scaling back or eliminating some or all of our ongoing and planned investments in corporate infrastructure, research and development projects, business development initiatives and sales and marketing activities, among other activities.

While our estimates of our operating revenues and expenses and working capital requirements could be incorrect and we may use our cash resources faster than we anticipate, management believes our existing balance of cash and cash equivalents together with the Strategic Agreement with SK hynix, proceeds from issuances of debt and equity securities, including our equity line with Lincoln Park (see Note 6), cash receipts from revenues, borrowing availability under the 2023 SVB Credit Agreement (see Note 3), and funds raised through future equity offerings, will be sufficient to meet our anticipated cash needs for at least the next 12 months.

We incurred net income of $ 8.6 million for the three months ended March 28, 2026 and net loss of $ 9.5 million for the three months ended March 29, 2025.

As of March 28, 2026, cash, cash equivalents and restricted cash were $ 27.0 million, total assets were $ 87.6 million, working capital was $ 9.3 million, and stockholders’ equity was $ 10.4 million.

We believe our existing balance of cash and cash equivalents (including restricted cash balances), along with cash receipts from revenues, borrowing availability under the 2023 SVB Credit Agreement (as defined below) (see Note 3), proceeds raised from the June 2025 Offering (as defined below) and October 2025 Offering (as defined below) (see Note 6), funds raised through the March 2025 Purchase Agreement (as defined below) (see Note 6) 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.

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.

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 Condensed Consolidated Financial Statements.

Recently Issued Accounting Standards

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosure, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

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.

We adopted this guidance on December 28, 2024.

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

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

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

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

2 unchanged sentences

We are currently evaluating the impact of adopting this ASU.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which will require us to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold.

This ASU is effective for annual periods beginning after December 15, 2024.

Early adoption is permitted.

We will adopt this ASU using either a prospective or retrospective transition method.

We are currently evaluating the impact of adopting this ASU.

Segment Information

5 unchanged sentences

Three Months Ended

Nine Months Ended

September 27,

September 28,

September 27,

September 28,

Employee Compensation (1)

10 unchanged sentences

Inventories consisted of the following (in thousands):

September 27,

Raw materials

3 unchanged sentences

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

Nine Months Ended

September 27,

September 28,

Three Months Ended

Supplemental disclosure of cash flow information:

2 unchanged sentences

Debt financing of insurance

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):

Lease modification to increase operating lease assets

Earnings (Loss) Per Share

The following table shows the computation of basic and diluted earnings (loss) per share of common stock (in thousands, except per share data):

Three Months Ended

Nine Months Ended

September 27,

September 28,

September 27,

September 28,

Weighted-average basic shares outstanding - basic and diluted

Net loss per share - basic and diluted

The table below shows potentially dilutive weighted average common share equivalents, consisting of shares issuable upon the exercise of outstanding stock options and warrants using the treasury stock method and the shares vesting of issuable upon the restricted stock units (“RSUs”).

These potential weighted average common share equivalents have been excluded from the diluted net loss per share calculations above as their effect would be anti-dilutive (in thousands):

Net income (loss)

Weighted-average basic shares outstanding

Effect of dilutive securities

Weighted-average diluted shares

Basic earnings (loss) per share

Diluted earnings (loss) per share

The table below shows potentially dilutive weighted average common share equivalents, consisting of shares issuable upon the exercise of outstanding stock options and warrants using the treasury stock method and the shares issuable upon vesting of the restricted stock units (“RSUs”).

These potential weighted average common share equivalents have been included in the three months ended March 28, 2026 in the diluted net earnings per share calculations above as their effect would be dilutive and excluded in the three months ended March 29, 2025 from the diluted net loss per share calculations above as their effect would be anti-dilutive (in thousands):

Three Months Ended

Nine Months Ended

September 27,

September 28,

September 27,

September 28,

Weighted average common share equivalents

2 unchanged sentences

Three Months Ended

Nine Months Ended

September 27,

September 28,

September 27,

September 28,

Resales of third-party products

3 unchanged sentences

Three Months Ended

Nine Months Ended

September 27,

September 28,

September 27,

September 28,

United States

3 unchanged sentences

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

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

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

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

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

The PRC accounted for more than 10 % of our net product sales for each of the three months ended March 28, 2026 and March 29, 2025.

As of December 27, 2025, we had deferred revenue of $ 30.6 million, These deferred revenues related to advance payments received during the quarter on orders shipped subsequent to the end of quarter.

These revenues were recognized during the three months ended March 28, 2026 upon shipment of orders.

As of March 28, 2026, we had deferred revenue of $ 44.5 million.

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

3 unchanged sentences

Three Months Ended

Nine Months Ended

September 27,

September 28,

September 27,

September 28,

Less than 10% of net sales during the period.

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

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

As of March 28, 2026, three customers represented approximately 32 % , 20 % , and 14 % of aggregate gross accounts receivables, respectively.

As of December 27, 2025, four customers represented approximately 33 % , 19 % , 14 % , and 11 % , respectively, of aggregate gross accounts receivables.

The loss of a major customer or a reduction in sales to or difficulties collecting payments from these customers could significantly reduce our net sales and adversely affect our operating results.

1 unchanged sentence

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

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

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

For the three months ended March 28, 2026 and March 29, 2025, resales of these products represented approximately 96 % and 95 % of net product sales, respectively.

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

1 unchanged sentence

Three Months Ended

Nine Months Ended

September 27,

September 28,

September 27,

September 28,

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

2 unchanged sentences

Note 3—Financing Arrangements

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

On November 7, 2023, we entered into a loan and security agreement (as amended to date, the “2023 SVB Credit Agreement”) with 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 Wall Street Journal prime rate.

Borrowings accrue interest on advance at a per annum

rate equal to the greater of 8.50 % and the Wall Street Journal prime rate.

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

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

As of March 28, 2026, all obligations under the 2023 SVB Credit Agreement were secured by a first priority security interest in our tangible and intangible assets (excluding our intellectual property).

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

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

As of March 28, 2026, we were in compliance with our covenants under the 2023 SVB Credit Agreement.

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

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

As of March 28, 2026 and December 27, 2025, (i) outstanding letters of credit were $ 10.0 million and $ 10.3 million, respectively, (ii) outstanding borrowings were $ 2.6 million and $ 1.8 million, respectively, and (iii) availability under the revolving line of credit was $ 0 and $ 0 , respectively.

Note 4—Leases

3 unchanged sentences

Three Months Ended

Nine Months Ended

September 27,

September 28,

September 27,

September 28,

Operating lease cost

1 unchanged sentence

Operating cash flows from operating leases

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

Lease modification to increase operating lease assets

For each of the three months ended March 28, 2026 and March 29, 2025, finance lease costs and cash flows from finance leases were immaterial.

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

September 27,

Operating Leases

11 unchanged sentences

The following table includes supplemental information:

September 27,

Weighted Average Remaining Lease Term (in years)

4 unchanged sentences

Finance leases

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

Maturities of lease liabilities as of March 28, 2026, were as follows (in thousands):

Total lease payments

imputed interest

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 headquarters located at 111 Academy, Suite 100, Irvine, CA 92617.

The Lease Amendment extends the current term of the Lease to December 31, 2029 with no renewal option.

The annual base rent starting on January 1, 2027 will be $ 27,396.65 per month and increases by approximately 3 % each lease year.

Note 5—Commitments and Contingencies

Contingent Legal Expenses

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.

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.

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.

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.

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

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

Litigation and Challenges to Netlist Patents at the U.S.

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.

1 unchanged sentence

We plan to pursue avenues to monetize our intellectual property portfolio, in which we would generate revenue by selling or licensing our technology, and we intend to vigorously enforce our patent rights against alleged infringers of such rights.

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

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

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

Samsung Litigation

14 unchanged sentences

On March 24, 2025, the jury returned a verdict for Netlist.

On April 7, 2025, the Court entered final judgment in favor of Netlist on its claims that Samsung breached the JDLA and that Netlist properly terminated the JDLA.

On May 5, 2025, Samsung filed a motion for a new trial.

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 Samsung’s motion for a new trial.

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.

On May 5, 2025, SECL filed a motion for a new trial.

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.

The parties filed the status report on July 9, 2025 and appeared before the Court on July 11, 2025.

On July 17, 2025, the Court issued an order setting an evidentiary hearing regarding Samsung’s motion for a new trial, and the evidentiary hearing was held on July 30, 2025.

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

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.

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

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

Court of Appeals for the Ninth Circuit.

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

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

The appeal is pending.

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

(“SSI”) (collectively, “Samsung”) filed a declaratory judgement action against Netlist in the U.S.

(“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.

1:21-cv-01453), seeking a declaration that Samsung does not infringe the following Netlist patents:

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”).

Samsung filed amended complaints to add other Netlist patents:

and 11,232,054

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

SECL and SSI filed amended complaints to add other Netlist patents:

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

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

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

(collectively, “Google”) and counterclaims against Samsung, seeking damages from the infringement by Google and Samsung, a finding of willful infringement by Google and Samsung and enhanced damages pursuant to 35 U.S.C.

(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.

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

18 unchanged sentences

On February 18, 2025, the CAFC denied this motion without prejudice.

On January 21, 2026, the CAFC notified the parties that oral argument is set to take place on March 6, 2026.

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.

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).

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 (“IPRs”) of the three patents (see below).

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

15 unchanged sentences

11,880,319 (the “’319 Patent”).

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

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

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

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

21 unchanged sentences

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

On October 10, 2025, Micron moved to stay pending resolution of the venue dispute.

On November 24, 2025, SEA and SSI filed a motion to dismiss for improper venue.

On November 24, 2025, Samsung filed a motion to dismiss certain of Netlist’s infringement claims in the Second Amended Complaint.

On November 24, 2025, Avnet filed a motion to partially dismiss the Second Amended Complaint.

On January 28, 2026, Samsung filed a motion to stay this case pending the U.S.

International Trade Commission (“ITC”) investigation.

On January 28, 2026, Avnet filed a motion to sever and stay.

On February 27, 2026, Netlist filed a Third Amended Complaint against Samsung and Avnet.

On March 6, 2026, the Court granted Micron’s motion to dismiss and transferred the member case against Micron to the DDE.

On March 6, 2026, the Court granted Samsung’s motion to stay the case as to Samsung and Avnet pending ITC Investigation No.

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

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2:25-cv-00749).

On November 19, 2025, SSI and SEA moved to dismiss for improper venue.

On November 19, 2025, Samsung filed a motion to dismiss certain of Netlist’s infringement claims.

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.

On January 4, 2026, Netlist filed a First Amended Complaint against Samsung and Avnet, and a First Amended Complaint against Micron and Avnet.

On January 26, 2026, Micron filed a motion to dismiss Netlist’s First Amended Complaint.

On January 28, 2026, Samsung filed a motion to stay this case pending the ITC investigation.

On January 28, 2026, Avnet filed a motion to sever and stay.

On March 2, 2026, Netlist filed a Second Amended Complaint against Samsung and Avnet.

On March 6, 2026, the Court granted Samsung’s motion to stay the case as to Samsung and Avnet pending ITC Investigation No.

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

§ 1337) at the U.S.

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

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

ITC for patent infringement against Samsung, Google, and Super Micro Computer, Inc.

(“Super Micro”) (collectively, “Respondents”).

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.

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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.

On December 29, 2025, the ITC instituted an investigation into the Respondents’ alleged infringing acts (Investigation No.

337-TA-1472).

On November 11, 2025, Samsung filed a declaratory judgement action against Netlist in the DDE (Case No.

1:25-cv-01371) seeking a declaration that Samsung does not infringe Netlist’s ’035 Patent.

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.

Pursuant to ITC procedure, the counterclaims were immediately removed to the DDE and docketed as Case No.

1:25-cv-01589.

Micron Litigation

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

On February 14, 2022, the Court granted

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

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

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

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On October 22, 2023, the magistrate judge issued a claim construction order, which the Court adopted on January 17, 2024.

On January 3, 2024, the magistrate judge issued a recommendation to deny Micron’s motion to stay this case, which the Court adopted on January 31, 2024.

On January 3, 2024, the magistrate judge issued a recommendation to deny Micron’s motion to stay

this case, which the Court adopted on January 31, 2024.

On February 10, 2024, the Court vacated its prior order, staying this case pending the respective Inter Partes Reviews of the six asserted patents.

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the appeal remains pending.

The Idaho State Court case is currently set for trial starting on May 11, 2026.

On December 8, 2025, the Idaho State Court set a trial date for December 7, 2026.

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.

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On December 13, 2024, Micron moved to stay this case on abstention grounds.

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 March 27, 2025, the Court stayed this case pending the conclusion of the CAFC appeals of the 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.

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2:25-cv-00557).

On March 6, 2026, the Court granted Micron’s motion to dismiss (in the lead case) and transferred this case against Micron to the DDE, which was assigned DDE case no.

1:26-cv-00246 on March 9, 2026.

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

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

On March 25, 2026, the Court denied this motion.

On June 2, 2025, Micron filed a complaint against Netlist in Idaho State Court (Case No.

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On July 17, 2025, Micron filed a motion to remand the case to the Idaho State Court.

On March 25, 2026, the Court granted this motion and remanded the case to the Idaho State Court.

On July 10, 2025, Micron filed a declaratory judgement action against Netlist in the DDE (Case No.

1:25-cv-00863) seeking a declaration that Micron does not infringe Netlist’s ’731 Patent.

On August 12, 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 ’731 Patent.

On March 25, 2026, the Court denied this motion.

On July 28, 2025, Netlist filed a complaint against Micron and Avnet in the EDTX (Case No.

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2:25-cv-00748).

On April 1, 2026, the Court granted Micron’s motion to dismiss (in the lead case) and transferred this case against Micron to the DDE, which was assigned DDE Case no.

1:26-cv-00362 on April 2, 2026.

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

1:25-cv-00942) seeking a declaration that Micron does not infringe Netlist’s ’366 Patent.

On August 19, 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 ’366 Patent.

On March 25, 2026, the Court denied this motion.

Google Litigation

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On April 11, 2024, Netlist filed a notice of appeal to the CAFC (Case No.

On January 21, 2026, the CAFC notified the parties that oral argument is set to take place on March 6, 2026.

On March 6, 2026, the CAFC heard oral arguments on this appeal.

The appeal is pending.

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On February 21, 2024, Netlist filed a notice of appeal to the CAFC, Case No.

The appeal is pending.

On March 30, 2022, Micron filed a Petition for IPR of the ’314 Patent (Case No.

IPR2022-00745).

On October 30, 2023, the PTAB issued a final written decision finding no challenged claims unpatentable.

On December 29, 2023, Micron filed a notice of appeal to the CAFC (Case No.

The appeal is pending.

The CAFC heard oral arguments on December 5, 2025.

On December 9, 2025, the CAFC affirmed the PTAB’s final written decision.

On March 30, 2022, Micron filed two Petitions for IPR of the ’314 Patent (Case Nos.

IPR2022-00744 and IPR2022-00745).

On October 30, 2023, the PTAB issued final written decisions finding no challenged claims unpatentable.

On December 29, 2023, Micron filed notices of appeal to the CAFC (Case Nos.

2024-1312 and 2024-1313).

The appeals were consolidated on January 16, 2024.

The CAFC heard oral arguments on December 1, 2025.

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.

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On May 20, 2024, Netlist filed a notice of appeal to the CAFC (Case No.

On January 21, 2026, the CAFC notified the parties that oral argument is set to take place on March 6, 2026.

On March 6, 2026, the CAFC heard oral arguments on this appeal.

The appeal is pending.

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

On January 21, 2026, the CAFC notified the parties that oral argument is set on March 6, 2026.

On March 6, 2026, the CAFC heard oral arguments on this appeal.

The appeal is pending.

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

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

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

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

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On January 13, 2025, SECL filed a notice of appeal to the CAFC (Case No.

The appeal is pending.

The CAFC heard oral arguments on December 5, 2025.

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.

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

On October 17, 2025, Netlist filed a petition to the Director to terminate this reexamination.

On November 5, 2025, the unidentified party opposed.

On November 7, 2025, the request for reexamination was granted by the examiner.

On January 6, 2026, Netlist filed a renewed petition to the Director to terminate this reexamination.

On January 15, 2026, the unidentified party opposed.

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

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

On February 18, 2026, the PTAB denied institution of the IPR but granted institution of the PGR.

On March 4, 2026, Netlist filed a Request for Director Review of the PGR institution decision.

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

On February 18, 2026, the PTAB granted institution of the IPR.

On March 4, 2026, Netlist filed a Request for Director Review of the institution decision.

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

On February 24, 2026, the PTAB denied institution of the IPR.

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

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

On March 23, 2026, the PTAB denied institution of both the PGR and the IPR.

German Proceedings

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

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

(vi) severance and other related obligations;

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.

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

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

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

No shares of preferred stock were outstanding as of March 28, 2026 or December 27, 2025.

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

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

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

Amendment No.

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

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.

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.

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.

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

March 2025 Lincoln Park Purchase Agreement

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.

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

As consideration for entering into the March 2025 Purchase Agreement, we issued to Lincoln Park 1,123,023 shares of our common stock as initial commitment shares, 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.

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

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

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.

We control the timing and amount of any sales of our common stock to Lincoln Park.

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.

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.

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.

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

During the three months ended March 28, 2026, Lincoln Park did not purchase any shares of our common stock under the March 2025 Purchase Agreement.

We evaluated the March 2025 Purchase Agreement, which includes the right to require Lincoln Park to purchase shares of our common stock in the future (“put right”), and considered the guidance in ASC 815-40, Derivatives and Hedging – Contracts on an Entity’s Own Equity .

We concluded that the March 2025 Purchase Agreement is an equity-linked contract that does not qualify for equity classification and, therefore, requires fair value accounting as a derivative asset (liability).

We have analyzed the terms of the put right and have concluded that it had insignificant value upon grant and as of March 28, 2026.

October 2025 Offering

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

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.

The October 2025 Offering closed on October 7, 2025.

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.

See Note 9 for further discussion.

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

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

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

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 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.

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 .

June 2025 Offering

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

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

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

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

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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.

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 .

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

See Note 9 for further discussion.

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

March 2025 Lincoln Park Purchase Agreement

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

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

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

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

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

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.

We control the timing and amount of any sales of our common stock to Lincoln Park.

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

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

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

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

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

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

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

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

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 value of the June 2025 Warrants immediately before and after the amendment.

Such noncash deemed dividend resulted in an increase in the net loss attributable to stockholders for the year ended December 27, 2025.

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.

Note 7—Stock-Based Awards

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

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

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

As of March 28, 2026, we had 2,541,500 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.

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.

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Stock Options

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

The following table summarizes the activity related to stock options during the three months ended March 28, 2026:

(in thousands)

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Expired or forfeited

Outstanding as of September 27, 2025

Outstanding as of March 28, 2026

Restricted Stock Units

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

The following table summarizes the activity related to RSUs during the three months ended March 28, 2026:

(in thousands)

Balance nonvested as of December 27, 2025

Balance nonvested as of September 27, 2025

Balance nonvested as of March 28, 2026

Stock-Based Compensation

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Three Months Ended

Nine Months Ended

September 27,

September 28,

September 27,

September 28,

Cost of sales

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Selling, general and administrative

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

As of March 28, 2026, we had approximately $ 3.9 million, net of estimated forfeitures, of unearned stock-based compensation, which we expect to recognize over a weighted-average period of approximately 2.3 years.

Note 8—Warrants

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

Warrant activity for the three months ended March 28, 2026 is as follows:

(in thousands)

Outstanding as of December 27, 2025

Outstanding as of September 27, 2025

Outstanding as of March 28, 2026

Note 9—Subsequent Events

October 2025 Offering

The October 2025 Offering closed on October 7, 2025.

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

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

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

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

Amendment to Securities Purchase Agreements and Warrants

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

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

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

Amendment to 2023 SVB Credit Agreement

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

Warrant Exercises

Since March 28, 2026 and through May 8, 2026, we received $ 10.5 million in proceeds from the cash exercise of issued and outstanding warrants to purchase 15,395,749 shares of common stock.

No changes to existing warrant terms were made in connection with these exercises.

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

What changed 10-Q

Item 1. Financial Statements