NETLIST INC 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds ​ None. ​ Item 3. Defaults Upon Senior Securities ​ None. ​ Item 4. Mine Safety Disclosures ​ Not applicable. ​ 60 Table of Contents Item 5. Other Informat ion ​ Second Amended and Restated Bylaws ​ On November 4, 2024, our board of directors adopted and approved, effective immediately, the second amended and restated bylaws (the “Second Amended and Restated Bylaws”). The Second Amended and Restated Bylaws, among other things, (i) decrease the quorum requirement for stockholder meetings from a majority to one-third of the outstanding shares of stock entitled to vote, (ii) conform to SEC’s universal proxy card rules, and (iii) update for certain other administrative and conforming changes. The foregoing summary of the Second Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amended and Restated Bylaws, which is attached as Exhibit 3.2 and incorporated herein by reference. ​ Insider Trading Arrangements ​ N o n e . ​ ​ 61 Table of Contents Item 6. Exhibits ​ ​ ​ ​ ​ Filed ​ Incorporated by Reference Exhibit No. Exhibit Description Herewith Form File No. Filing Date 3.1 ​ Restated Certificate of Incorporation of Netlist, Inc. ​ ​ ​ 10-Q ​ 001-33170 ​ August 15, 2017 3.1.1 ​ Certificate of Amendment to the Restated Certificate of Incorporation of Netlist, Inc. ​ ​ ​ 10-Q ​ 001-33170 ​ August 15, 2017 3.1.2 ​ Certificate of Amendment of the Restated Certificate of Incorporation of Netlist, Inc. ​ ​ ​ 8-K ​ 001-33170 ​ August 17, 2018 3.1.3 ​ Certificate of Amendment to the Restated Certificate of Incorporation of Netlist, Inc. ​ ​ ​ 8-K ​ 001-33170 ​ August 10, 2020 3.1.4 ​ Certificate of Designation of the Series A Preferred Stock of Netlist, Inc. ​ ​ ​ 10-Q ​ 001-33170 ​ August 15, 2017 3.2 ​ Second Amended and Restated Bylaws of Netlist, Inc. ​ X ​ ​ ​ ​ ​ ​ 4.1 ​ Form of Series A Warrant ​ ​ ​ 8-K ​ 001-33170 ​ October 11, 2024 4.2 ​ Form of Series B Warrant ​ ​ ​ 8-K ​ 001-33170 ​ October 11, 2024 10.1 ˄ ​ Form of Securities Purchase Agreement dated October 11, 2024 between Netlist, Inc. and the purchasers identified therein ​ ​ ​ 8-K ​ 001-33170 ​ October 11, 2024 10.2 ˄ ​ Placement Agency Agreement dated October 11, 2024 by and between Netlist, Inc. and Roth Capital Partners, LLC ​ ​ ​ 8-K ​ 001-33170 ​ October 11, 2024 10.3 ​ Form of Lock-Up Agreement ​ ​ ​ 8-K ​ 001-33170 ​ October 11, 2024 31.1 ​ Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer ​ X ​ ​ ​ ​ ​ ​ 31.2 ​ Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer ​ X ​ ​ ​ ​ ​ ​ 32.1+ ​ Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer ​ X ​ ​ ​ ​ ​ ​ 101.INS ​ Inline XBRL Instance Document ​ X ​ ​ ​ ​ ​ ​ 101.SCH ​ Inline XBRL Taxonomy Extension Schema Document ​ X ​ ​ ​ ​ ​ ​ 101.CAL ​ Inline XBRL Taxonomy Extension Calculation Linkbase Document ​ X ​ ​ ​ ​ ​ ​ 101.LAB ​ Inline XBRL Taxonomy Extension Label Linkbase Document ​ X ​ ​ ​ ​ ​ ​ 101.PRE ​ Inline XBRL Taxonomy Extension Presentation Linkbase Document ​ X ​ ​ ​ ​ ​ ​ 101.DEF ​ Inline XBRL Taxonomy Extension Definition Linkbase Document ​ X ​ ​ ​ ​ ​ ​ 104 ​ Cover Page Interactive Data File (embedded within the Inline XBRL document) ​ ​ ​ ​ ​ ​ ​ ​ + Furnished herewith. ˄ Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. We hereby undertake to furnish supplementally a copy of any omitted exhibit or schedule upon request by the SEC. ​ ​ 62 Table of Contents SIGNATURES ​ Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ​ ​ ​ ​ Date: November 7, 2024 Netlist, Inc. ​ ​ ​ ​ ​ ​ ​ By: /s/ Chun K. Hong ​ ​ Chun K. Hong ​ ​ President, Chief Executive Officer and Sole Director ​ ​ (Principal Executive Officer) ​ ​ ​ ​ By: /s/ Gail Sasaki ​ ​ Gail Sasaki ​ ​ Executive Vice President and Chief Financial Officer ​ ​ (Principal Financial and Accounting Officer) ​ ​ ​ ​ ​ ​ 63