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 June 28, 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), except as follows: ​ On June 24, 2025, Chun K. Hong, the Company’s President, Chief Executive Officer and Director, terminated a trading plan intended to satisfy the affirmative defense requirements of Rule 10b5-1(c) of the Exchange Act, originally adopted on September 13, 2024, for the sale of up to 1,423,900 shares of our common stock and the net shares of our common stock that will be received by Mr. Hong after the withholding of shares to satisfy tax obligations upon the vesting of 224,750 RSUs. The plan was originally scheduled to terminate on December 31, 2025. ​ ​ 70 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 ​ Form of Common Stock Purchase Warrant ​ ​ ​ 8-K ​ 001-33170 ​ June 24, 2025 10.1 ˄ ​ Form of Securities Purchase Agreement, dated June 24, 2025, by and among Netlist, Inc. and the purchasers identified therein ​ ​ ​ 8-K ​ 001-33170 ​ June 24, 2025 10.2 ​ Placement Agency Agreement, dated June 24, 2025, by and between Netlist, Inc. and Roth Capital Partners, LLC ​ ​ ​ 8-K ​ 001-33170 ​ June 24, 2025 10.3 ​ Form of Lock-Up Agreement ​ ​ ​ 8-K ​ 001-33170 ​ June 24, 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. ​ ​ 71 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: August 12, 2025 Netlist, Inc. ​ ​ ​ ​ ​ ​ ​ By: /s/ Chun K. Hong ​ ​ Chun K. Hong ​ ​ President, Chief Executive Officer and Director ​ ​ (Principal Executive Officer) ​ ​ ​ ​ By: /s/ Gail Sasaki ​ ​ Gail Sasaki ​ ​ Executive Vice President and Chief Financial Officer ​ ​ (Principal Financial and Accounting Officer) ​ ​ ​ ​ ​ ​ 72