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. ​ Item 5. Other Informat ion ​ Insider Trading Arrangements ​ During the fiscal quarter ended March 29, 2025, n o n e of our directors or officers (as defined in Rule 16a-1 under the Exchange Act) adopted, modified or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (as those terms are defined in Item 408 of Regulation S-K) . ​ ​ 64 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. ​ ​ ​ 10-Q ​ 001-33170 ​ November 7, 2024 4.1 ​ Amendment No. 4 to Rights Agreement, dated as of April 17, 2024, by and between Netlist, Inc. and Equiniti Trust Company, LLC. as rights agent ​ ​ ​ 8-K ​ 001-33170 ​ April 17, 2024 10.1 ˄ ​ Purchase Agreement, dated as of March 13, 2025, between Netlist, Inc. and Lincoln Park Capital Fund, LLC ​ ​ ​ 8-K ​ 001-33170 ​ March 14, 2025 10.2 ˄ ​ Registration Rights Agreement, dated as of March 13, 2025, between Netlist, Inc. and Lincoln Park Capital Fund, LLC ​ ​ ​ 8-K ​ 001-33170 ​ March 14, 2025 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. ​ ​ 65 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: May 13, 2025 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) ​ ​ ​ ​ ​ ​ 66