Form 8-K

8-K — NETLIST INC

Accession: 0001104659-26-113897

Filed: 2026-10-06

Period: 2026-10-05

CIK: 0001282631

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2626949d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2626949d1_ex99-1.htm)

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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): October 5, 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 1.01. Entry into Material Definitive Agreement.

Settlement Agreement

On October 5, 2026,

Netlist, Inc. (the “Company”) entered into a Settlement and Release Agreement (the “Settlement Agreement”) with

Micron Technology, Inc, a Delaware Corporation (“Micron”), which settles and mutually releases all pending legal proceedings

between the Company and Micron identified therein.

Patent License Agreement

On October 5, 2026, the Company entered into a

Patent License Agreement (the “License Agreement”) with Micron. Pursuant to the License

Agreement, the Company grants Micron a worldwide, non-exclusive, non-transferable, non-sublicensable five-year term license to the Company’s

entire worldwide patent portfolio.

Payments by Micron to Company

Under the License Agreement, Micron will pay the

Company quarterly license fees of $30 million for each of the twenty calendar quarters from the fourth calendar quarter of 2026 through

the third calendar quarter of 2031, for a total value of $600 million during the five-year term of the License Agreement.

Securities Purchase and Lock-up and Release Agreements

On October 5, 2026, the Company entered into a

Securities Purchase Agreement and a Lock-Up and Release Agreement with Micron. Pursuant to the Securities Purchase Agreement, Micron purchased

10 million shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”),

for an aggregate cash purchase price of $1 million. Pursuant to the Lock-up and Release Agreement, twenty percent of the Shares will be

released from the disposition and transfer restrictions set forth therein on each of the first, second, third and fourth anniversaries

of the issuance of the Shares, with the remaining Shares released on the fifth anniversary. The issuance of the Shares to Micron will

not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and the Company and Micron have agreed

that the issuance of the Shares will be accomplished in reliance upon Section 4(a)(2) of the Securities Act. The closing of the transactions

contemplated by the Securities Purchase Agreement will occur on or before October 6, 2026.

Forward Looking Statements

This Current Report on Form 8-K contains forward-looking

statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements

regarding the anticipated benefits, timing, and financial impact of the Settlement Agreement, the License Agreement, the Securities Purchase

Agreement, and the Lock-Up Agreement, the expected receipt and timing of payments thereunder, and the Company’s ongoing litigation

and licensing efforts. These forward-looking statements are based on the Company’s current expectations and assumptions and are

subject to risks and uncertainties that could cause actual results to differ materially, including risks related to the Company’s

ability to collect amounts owed to it under the License Agreement, the outcome of the Company’s pending and future litigation with

other parties, and other risks described in the Company’s filings with the Securities and Exchange Commission, including its most

recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. The Company undertakes no obligation to update any forward-looking

statements to reflect events or circumstances after the date hereof, except as required by law.

Item 3.02. Unregistered Sales of Equity Securities.

To the extent required by Item 3.02 of Current

Report on Form 8-K, the disclosures in Item 1.01 of this Current Report on Form 8-K under the headings “Securities Purchase and

Lock-Up and Release Agreements” are hereby incorporated by reference.

Item 8.01. Other Events.

Press Release

On October 6, 2026, the Company issued a press

release announcing its entry into the Settlement Agreement, the License Agreement, and the Securities Purchase Agreement. A copy of the

press release is furnished hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

99.1

Press Release of Netlist, Inc., dated October 6, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: October 6, 2026

By:

/s/ Gail M. Sasaki

Gail M. Sasaki

Executive Vice President and Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2626949d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Netlist and Micron Enter Patent License and

Settlement Agreements

IRVINE, California, October 6, 2026, Netlist, Inc. (OTCQB: NLST) today

announced that the Company and Micron Technology, Inc. (“Micron”) have entered into Patent License and Settlement Agreements.

Under the agreements, the parties have agreed to settle and mutually

release all pending legal proceedings between the companies, and Micron will receive a 5-year term license to Netlist’s patent portfolio,

including patents covering server DIMMs and High Bandwidth Memory technologies. Micron will pay Netlist $30 million per quarter from the

fourth quarter of 2026 through the third quarter of 2031, totaling $600 million during the term.

“The agreement with Micron further validates the value of our

AI memory technologies,” said C.K. Hong, Netlist's Chief Executive Officer. “We remain committed to protecting our IP while

continuing to invest in the development of next-generation products.”

Further details

regarding the transaction are available in Netlist's Current Report on Form 8-K filed concurrently with the issuance of this release

and available on the SEC filings page of the Netlist website here.

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 anticipated benefits of the agreements, the parties' ability to perform their respective obligations under, and to realize

the anticipated benefits of those agreements, future exclusion

and cease and desist orders, Netlist's ability to successfully enforce its intellectual property rights, and evaluations and judgments

regarding Netlist's 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 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; 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; that Netlist or its counterparties may

fail to perform their obligations as required pursuant to applicable license and supply agreements, 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.

For more information, please contact:

Investors / Media

Mike Smargiassi

The Plunkett Group

NLST@theplunkettgroup.com

(212) 739-6729

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