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0001282631
0001282631
2026-07-30
2026-07-30
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): July 30, 2026
NETLIST, INC.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-33170 |
|
95-4812784 |
(State or other jurisdiction of
incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification Number) |
111
Academy, Suite 100
Irvine,
California 92617
(Address of principal executive offices)
(949)
435-0025
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange
on which registered |
| Common
stock, par value $0.001 per share |
|
NLST |
|
None |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.02. Results of Operations and Financial Condition.
On July 30, 2026, Netlist, Inc. issued a press release announcing
its financial results for the second quarter ended June 27, 2026. A copy of the press release is furnished as Exhibit 99.1 to this
report.
The information in this Current Report on Form 8-K, including
Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or
the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
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 hereunto duly authorized.
| |
NETLIST, INC. |
| |
|
| |
|
| Date: July 30, 2026 |
By: |
/s/ Gail M. Sasaki |
| |
|
Gail M. Sasaki |
| |
|
Executive Vice President and Chief Financial Officer |
Exhibit 99.1
Netlist Reports Second Quarter 2026 Results
IRVINE, CALIFORNIA, July 30, 2026 - Netlist, Inc.
(OTCQB: NLST) today reported financial results for the second quarter ended June 27, 2026.
Highlights:
| · | Net sales for the second quarter of 2026 were $109.8 million, an increase
of 163% compared to the second quarter of 2025. Net sales for six months ended June 27, 2026 were $214.7 million, an increase of
204% compared to the same prior year period. |
| · | Gross profit for the second quarter of 2026 was $22.9 million, an increase
of 1,544% compared to the second quarter of 2025. Gross profit for six months ended June 27, 2026 was $45.3 million, an increase
of 1,582% compared to the same prior year period. |
| · | Net income for the second quarter of 2026 was $1.4 million, compared to net
loss of $(6.1) million in the second quarter of 2025. Net income for six months ended June 27, 2026 was $10.0 million, compared to
net loss of $(15.6) million in the same prior year period. |
“Netlist delivered its second consecutive quarter of significant
revenue growth and improved profitability,” said Chief Executive Officer, C.K. Hong. “We continue to drive the development
of next generation AI memory technologies and defend our IP portfolio against unauthorized use.”
Net sales for the six months ended June 27, 2026 were $214.7 million,
compared to net sales of $70.7 million for the six months ended June 28, 2025. Gross profit for the six months ended June 27,
2026 was $45.3 million, compared to a gross profit of $2.7 million for the six months ended June 28, 2025.
Net income for the six months ended June 27, 2026 was $10.0 million,
or $0.03 per share, compared to a net loss for the six months ended June 28, 2025 of $(15.6) million, or $(0.06) per share. These
results include stock-based compensation expense of $1.8 million and $2.0 million for the six months ended June 27, 2026 and June 28,
2025, respectively.
Conference Call Information
C.K. Hong, Chief Executive Officer, and
Gail Sasaki, Chief Financial Officer, will host an investor conference call today, July 30, 2026 at 12:00 p.m. Eastern Time
to review Netlist’s results for the second quarter ended June 27, 2026. The live webcast and archived replay of the call can
be accessed for 90 days in the Investors section of Netlist’s website at www.netlist.com.
About Netlist
Netlist is a leading innovator in advanced memory and storage solutions.
With a rich portfolio of patented technologies, Netlist's inventions are foundational to the advancement of AI computing. To learn more
about Netlist, please visit www.netlist.com.
Safe Harbor Statement
This news release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Forward-looking statements contained in this news release include, without limitation,
statements about Netlist's positioning to capitalize on next generation memory products, and evaluations, implications of future growth
or profitability and judgements regarding Netlist’s products and intellectual property portfolio. Forward-looking statements are
statements other than historical facts and often address future events or Netlist's future performance. They reflect management's present
expectations regarding future events and are subject to known and unknown risks, uncertainties and other factors that could cause actual
results to differ materially from those expressed in or implied by any forward-looking statements. These risks, uncertainties and other
factors include, among others, risks: Netlist may not be able to collect the substantial amount in damages previously awarded to it in
its litigations (appeals in general could cause a lengthy delay in Netlist's ability to collect damages awards, could overturn the verdicts
or reduce the damages awards); Netlist will suffer adverse outcomes in its litigation with Samsung, Micron or Google or in its various
other active proceedings to defend the validity of its patents; related to Netlist's plans for its intellectual property, including its
strategies for monetizing, licensing, expanding, and defending its patent portfolio, which efforts may not be successful; that other patent
infringement litigation initiated by Netlist, or by others against Netlist, may not be successful or resolve favorably for Netlist, particularly
given the costs and unpredictability of any such litigation; associated with Netlist's product sales, including whether and how long the
current market and demand for products sold by Netlist will persist or persist as expected and whether Netlist may successfully develop
and launch new products that are attractive to the market; whether Netlist will continue to acquire components or products for resale
on favorable terms; associated with the competitive landscape of Netlist's industry, general economic, political and market conditions,
factory slowdowns and/or shutdowns, and changes in international trade and tariff policies. All forward-looking statements reflect management's
present assumptions, expectations and beliefs regarding future events and are subject to known and unknown risks, uncertainties and other
factors that could cause actual results to differ materially from those expressed in or implied by any forward-looking statements. These
and other risks and uncertainties are described in Netlist's Annual Report on Form 10-K for the fiscal year ended December 27,
2025 filed with the SEC on March 19, 2026, and the other filings it makes with the U.S. Securities and Exchange Commission from time
to time, including any subsequently filed quarterly and current reports. In light of these risks, uncertainties and other factors, these
forward-looking statements should not be relied on as predictions of future events. These forward-looking statements represent Netlist's
assumptions, expectations and beliefs only as of the date they are made, and except as required by law, Netlist undertakes no obligation
to revise or update any forward-looking statements for any reason.
Investor Relations Contacts:
Mike Smargiassi
The Plunkett Group
[email protected]
(212) 739-6729
Gail M. Sasaki
Netlist, Inc., Chief Financial Officer
[email protected]
(949) 435-0025
NETLIST, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands) (Unaudited)
| |
|
June 27, |
|
|
December 27, |
|
| |
|
2026 |
|
|
2025 |
|
| ASSETS |
| Current assets: |
|
|
|
|
|
|
|
|
| Cash and cash equivalents |
|
$ |
30,655 |
|
|
$ |
31,782 |
|
| Restricted cash |
|
|
10,000 |
|
|
|
10,300 |
|
| Accounts receivable, net |
|
|
3,149 |
|
|
|
2,411 |
|
| Inventories |
|
|
26,871 |
|
|
|
3,383 |
|
| Prepaid expenses and other current assets |
|
|
734 |
|
|
|
332 |
|
| Total current assets |
|
|
71,409 |
|
|
|
48,208 |
|
| |
|
|
|
|
|
|
|
|
| Property and equipment, net |
|
|
222 |
|
|
|
300 |
|
| Operating lease right-of-use assets |
|
|
1,267 |
|
|
|
541 |
|
| Other assets |
|
|
415 |
|
|
|
428 |
|
| Total assets |
|
$ |
73,313 |
|
|
$ |
49,477 |
|
| |
|
|
|
|
|
|
|
|
| LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |
|
| Current liabilities: |
|
|
|
|
|
|
|
|
| Accounts payable |
|
$ |
41,369 |
|
|
$ |
20,612 |
|
| Revolving line of credit |
|
|
2,627 |
|
|
|
1,788 |
|
| Accrued payroll and related liabilities |
|
|
1,538 |
|
|
|
852 |
|
| Deferred revenue |
|
|
3,023 |
|
|
|
30,570 |
|
| Other current liabilities |
|
|
592 |
|
|
|
818 |
|
| Long-term debt due within one year |
|
|
162 |
|
|
|
— |
|
| Total current liabilities |
|
|
49,311 |
|
|
|
54,640 |
|
| Operating lease liabilities |
|
|
800 |
|
|
|
23 |
|
| Other liabilities |
|
|
19 |
|
|
|
17 |
|
| Total liabilities |
|
|
50,130 |
|
|
|
54,680 |
|
| |
|
|
|
|
|
|
|
|
| Commitments and contingencies |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| Stockholders' deficit: |
|
|
|
|
|
|
|
|
| Preferred stock |
|
|
— |
|
|
|
— |
|
| Common stock |
|
|
335 |
|
|
|
308 |
|
| Additional paid-in capital |
|
|
375,312 |
|
|
|
357,001 |
|
| Accumulated deficit |
|
|
(352,464 |
) |
|
|
(362,512 |
) |
| Total stockholders' equity (deficit) |
|
|
23,183 |
|
|
|
(5,203 |
) |
| Total liabilities and stockholders' equity |
|
$ |
73,313 |
|
|
$ |
49,477 |
|
NETLIST, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS
OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
| |
|
Three Months Ended |
|
|
Six Months Ended |
|
| |
|
June 27, |
|
|
June 28, |
|
|
June 27, |
|
|
June 28, |
|
| |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
| Net sales |
|
$ |
109,845 |
|
|
$ |
41,706 |
|
|
$ |
214,737 |
|
|
$ |
70,681 |
|
| Cost of sales(1) |
|
|
86,962 |
|
|
|
40,314 |
|
|
|
169,465 |
|
|
|
67,989 |
|
| Gross profit |
|
|
22,883 |
|
|
|
1,392 |
|
|
|
45,272 |
|
|
|
2,692 |
|
| Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Research and development(1) |
|
|
1,050 |
|
|
|
833 |
|
|
|
2,151 |
|
|
|
1,726 |
|
| Intellectual property legal fees |
|
|
16,753 |
|
|
|
3,480 |
|
|
|
25,727 |
|
|
|
10,507 |
|
| Selling, general and administrative(1) |
|
|
3,741 |
|
|
|
3,326 |
|
|
|
7,490 |
|
|
|
6,473 |
|
| Total operating expenses |
|
|
21,544 |
|
|
|
7,639 |
|
|
|
35,368 |
|
|
|
18,706 |
|
| Operating income (loss) |
|
|
1,339 |
|
|
|
(6,247 |
) |
|
|
9,904 |
|
|
|
(16,014 |
) |
| Other income, net: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Interest income, net |
|
|
32 |
|
|
|
133 |
|
|
|
81 |
|
|
|
353 |
|
| Other income, net |
|
|
32 |
|
|
|
36 |
|
|
|
63 |
|
|
|
96 |
|
| Total other income, net |
|
|
64 |
|
|
|
169 |
|
|
|
144 |
|
|
|
449 |
|
| Income (loss) before provision for income taxes |
|
|
1,403 |
|
|
|
(6,078 |
) |
|
|
10,048 |
|
|
|
(15,565 |
) |
| Provision for income taxes |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Net income (loss) |
|
$ |
1,403 |
|
|
$ |
(6,078 |
) |
|
$ |
10,048 |
|
|
$ |
(15,565 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Earnings (loss) per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Basic |
|
$ |
0.00 |
|
|
$ |
(0.02 |
) |
|
$ |
0.03 |
|
|
$ |
(0.06 |
) |
| Diluted |
|
$ |
0.00 |
|
|
$ |
(0.02 |
) |
|
$ |
0.03 |
|
|
$ |
(0.06 |
) |
| Weighted-average common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Basic |
|
|
327,594 |
|
|
|
275,751 |
|
|
|
318,520 |
|
|
|
274,065 |
|
| Diluted |
|
|
370,752 |
|
|
|
275,751 |
|
|
|
356,141 |
|
|
|
274,065 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (1) Amounts include stock-based compensation expense as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cost of sales |
|
$ |
32 |
|
|
$ |
42 |
|
|
$ |
47 |
|
|
$ |
50 |
|
| Research and development |
|
|
106 |
|
|
|
137 |
|
|
|
281 |
|
|
|
345 |
|
| Selling, general and administrative |
|
|
671 |
|
|
|
834 |
|
|
|
1,437 |
|
|
|
1,589 |
|
| Total stock-based compensation |
|
$ |
809 |
|
|
$ |
1,013 |
|
|
$ |
1,765 |
|
|
$ |
1,984 |
|