Form 8-K

8-K — NETLIST INC

Accession: 0001104659-26-088464

Filed: 2026-07-30

Period: 2026-07-30

CIK: 0001282631

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — tm2621423d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2621423d1_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):  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.

Exhibit

Number

Description

99.1

Press Release of Netlist, Inc., dated July 30, 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: July 30, 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: tm2621423d1_ex99-1.htm · Sequence: 2

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

NLST@theplunkettgroup.com

(212) 739-6729

Gail M. Sasaki

Netlist, Inc., Chief Financial Officer

gsasaki@netlist.com

(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

Other liabilities

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

133

353

Other income, net

Total other income, net

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

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

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