Form 8-K

8-K — NETLIST INC

Accession: 0001104659-26-090641

Filed: 2026-08-05

Period: 2026-08-04

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 — tm2622153d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2622153d1_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):  August 4, 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.

Patent Cross License Agreement

On August 4, 2026, Netlist, Inc. (the “Company”)

entered into a Patent Cross License Agreement (the “License Agreement”) with Samsung Electronics Co., Ltd., a company existing

under the laws of the Republic of Korea (“Samsung”), effective as of July 31, 2026 (the “Effective Date”). Pursuant

to the License Agreement, each party grants the other party a worldwide, non-exclusive, non-transferable, non-sublicensable, royalty-bearing

(in the case of Samsung as licensee) or royalty-free (in the case of the Company as licensee) licenses to certain patents. In consideration

of the license under the Company’s patents, Samsung will pay the Company an upfront license fee of US$239 million (net of Korean

withholding taxes, approximately US$200 million to the Company) plus quarterly license fees of up to US$32.9 million (net of such Korean

withholding taxes and deductions, up to approximately US$27.5 million per quarter to the Company) for each of the twenty calendar quarters

from the Effective Date through the second calendar quarter of 2031, with the amount of each quarterly license fee payment to be calculated

in accordance with a revenue-based formula set forth in the License Agreement. These quarterly amounts may be subject to certain adjustments

and refund rights of Samsung. The License Agreement has a term of five years.

Settlement Agreement

On August 4, 2026, the Company entered into a

Settlement and Release Agreement (the “Settlement Agreement”) effective as of the Effective Date with Samsung. The Settlement

Agreement was entered into in settlement of the pending legal proceedings between the Company and Samsung identified therein.

Supply Agreement

On August 4, 2026, the Company entered into a

Supply Agreement (the “Supply Agreement”) with Samsung Semiconductor, Inc., a California corporation (“SSI”),

and an affiliate of Samsung, effective as of the Effective Date. The Supply Agreement has a term of five years. Pursuant to the Supply

Agreement, the Company has the right to purchase from SSI up to US$300 million of DRAM and NAND products each year for an aggregate of

up to US$1.5 billion during the term of the Supply Agreement on the pricing terms set forth therein.

ITC Cooperation Agreement

On August 4, 2026, in connection with the Settlement

Agreement, the Company also entered into an ITC Cooperation Agreement with Samsung with a term of five years during which time Samsung

agreed to produce or provide certain information, documents, or declarations to the Company to use in future ITC actions against third

parties.

Securities Purchase and Lock-up and Release Agreements

On August 4, 2026, in connection with and as a

condition to the parties’ entry into the Supply Agreement, the Company entered into a Securities Purchase Agreement and a Lock-Up

and Release Agreement with SSI. Pursuant to the Securities Purchase Agreement, SSI 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 SSI will not be registered under the Securities Act of 1933, as

amended (the “Securities Act”), and the Company and SSI 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 August 11, 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 ITC Cooperation

Agreement, the Supply 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 and to secure product

pursuant to the Supply 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 August 5, 2026, the Company issued a press

release announcing its entry into the Settlement Agreement, the License Agreement, the Supply 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 August 5, 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: August 5, 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: tm2622153d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Netlist Announces Strategic Alliance with Samsung

For Advanced Memory Technology

-Agreements for Cross License, Product Supply,

and Technology Cooperation-

IRVINE, California, August 5, 2026 — Netlist, Inc. (OTCQB: NLST)

today announced a strategic alliance with Samsung with the signing of five-year term agreements for a patent portfolio cross license,

memory product supply and technology cooperation.

Under the agreements, Samsung will receive access to Netlist’s

complete patent portfolio, including its server DIMM and High Bandwidth Memory technologies. Samsung will supply Netlist DRAM and NAND

products, and the parties agree to settle and mutually release all pending legal actions.

C.K. Hong, Netlist's Chief Executive Officer, said, “We’re

excited to renew this partnership and look forward to working closely with Samsung. These strategic agreements reflect the companies’

shared commitment to innovation in the AI-memory space and validates the value of Netlist’s IP.”

In connection with the memory product supply agreement, Samsung will

purchase ten million shares of Netlist common stock. 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, click

here.

Netlist will host a conference call this morning at 8:30 a.m. Eastern

Time to discuss the announcement. To pre-register for the conference call, click here. A live webcast and archived replay of the

call can be accessed in the investor 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 regarding the anticipated benefits, terms and effects of the strategic alliance and related agreements with Samsung, including

the patent portfolio cross license, memory product supply and technology cooperation agreements; the parties’ ability to perform

their respective obligations under, and to realize the anticipated benefits of, those agreements; future benefits of the settlement and

mutual release of pending legal actions with Samsung; the anticipated closing, timing and effects of Samsung’s purchase of Netlist

common stock, which has not yet closed; and statements about Netlist's positioning to capitalize on next generation memory products, and

evaluations and judgments 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 that: the anticipated benefits of the strategic alliance and related agreements with Samsung, including the patent

cross license, memory product supply and technology cooperation agreements, may not be realized, that Samsung or Netlist may fail to perform

their respective obligations under those agreements, or that the parties’ business objectives for entering into the agreements may

not be achieved; that the purchase of Netlist common stock by Samsung has not yet closed and may be delayed, modified or not completed,

including if any closing conditions are not satisfied or waived; associated with the issuance and sale of common stock to Samsung if and

when completed, including dilution of existing stockholders’ ownership interests and potential effects on the trading price of Netlist’s

common stock; 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 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; 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.

The offer and sale of the shares of common stock to Samsung are being

made in a transaction not involving a public offering and the securities will not and have not been registered under the Securities Act

of 1933, as amended, and may not be reoffered or resold in the United States absent registration or an applicable exemption from registration

requirements. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities described herein,

nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be

unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

For more information, please contact:

Investors / Media

Mike Smargiassi

The Plunkett Group

NLST@theplunkettgroup.com

(212) 739-6729

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