Form 8-K

8-K — NETLIST INC

Accession: 0001104659-26-059024

Filed: 2026-05-12

Period: 2026-05-12

CIK: 0001282631

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — tm2613581d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2613581d1_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):  May 12, 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 May 12, 2026, Netlist, Inc. issued a press release announcing

its financial results for the first quarter ended March 28, 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 May 12, 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: May 12, 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: tm2613581d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Netlist Reports First Quarter 2026 Results

IRVINE, CALIFORNIA, May 12, 2026 - Netlist,

Inc. (OTCQB: NLST) today reported financial results for the first quarter ended March 28, 2026.

Highlights:

· Net sales for first quarter of 2026 were $104.9 million, an increase of 262% compared to the first quarter of 2025.

· Gross profit for first quarter of 2026 was $22.4 million, an increase of 1,622% compared to the first quarter of 2025.

· Net income for the first quarter of 2026 was $8.6 million, compared to net

loss of $9.5 million in the first quarter of 2025.

“Netlist delivered strong first quarter results, with significant

growth in both revenue and profitability driven by robust demand for our memory products,” said Chief Executive Officer, C.K. Hong.

“We remain well positioned to capitalize on AI memory technologies - DDR5 and HBM - through our products and IP assets.”

Net sales for the first quarter ended March 28, 2026 were $104.9 million,

compared to net sales of $29.0 million for the first quarter ended March 29, 2025 and $75.7 million for the fourth quarter ended December

27, 2025. Gross profit for the first quarter ended March 28, 2026 was $22.4 million, compared to a gross profit of $1.3 million for the

first quarter ended March 29, 2025 and $6.9 million for the fourth quarter ended December 27, 2025.

Net income for the first quarter ended March 28, 2026 was $8.6 million,

or $0.03 per share, compared to a net loss of $(9.5) million, or $(0.03) per share, for the first quarter ended March 29, 2025 and a net

loss of $(2.2) million, or $(0.01) per share, for the fourth quarter ended December 27, 2025. These results include stock-based compensation

expense of $1.0 million, $1.0 million, and $0.7 million for the quarters ended March 28, 2026, March 29, 2025, and December 27, 2025,

respectively.

Conference Call Information

C.K.

Hong, Chief Executive Officer, and Gail Sasaki, Chief Financial Officer, will host an investor conference call today, May 12, 2026 at

12:00 p.m. Eastern Time to review Netlist’s results for the first quarter ended March 28, 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 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)

March 28,

December 27,

2026

2025

ASSETS

Current assets:

Cash and cash equivalents

$ 17,005

$ 31,782

Restricted cash

10,000

10,300

Accounts receivable, net

3,012

2,411

Inventories

41,243

3,383

Prepaid expenses and other current assets

14,277

332

Total current assets

85,537

48,208

Property and equipment, net

237

300

Operating lease right-of-use assets

1,408

541

Other assets

422

428

Total assets

$ 87,604

$ 49,477

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:

Accounts payable

$ 27,053

$ 20,612

Revolving line of credit

2,603

1,788

Accrued payroll and related liabilities

1,147

852

Deferred revenue

44,464

30,570

Other current liabilities

673

818

Long-term debt due within one year

322

—

Total current liabilities

76,262

54,640

Operating lease liabilities

882

Other liabilities

Total liabilities

77,160

54,680

Commitments and contingencies

Stockholders' deficit:

Preferred stock

—

Common stock

319

308

Additional paid-in capital

363,992

357,001

Accumulated deficit

(353,867 )

(362,512 )

Total stockholders' equity (deficit)

10,444

(5,203 )

Total liabilities and stockholders' equity

$ 87,604

$ 49,477

NETLIST, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts) (Unaudited)

Three Months Ended

March 28,

March 29,

2026

2025

Net sales

$ 104,892

$ 28,975

Cost of sales(1)

82,503

27,675

Gross profit

22,389

1,300

Operating expenses:

Research and development(1)

1,101

893

Intellectual property legal fees

8,974

7,027

Selling, general and administrative(1)

3,749

3,147

Total operating expenses

13,824

11,067

Operating income (loss)

8,565

(9,767 )

Other income, net:

Interest income, net

220

Other income, net

Total other income, net

280

Income (loss) before provision for income taxes

8,645

(9,487 )

Provision for income taxes

—

Net income (loss)

$ 8,645

$ (9,487 )

Earnings (loss) per common share:

Basic

$ 0.03

$ (0.03 )

Diluted

$ 0.03

$ (0.03 )

Weighted-average common shares outstanding:

Basic

309,445

272,379

Diluted

340,811

272,379

(1) Amounts include stock-based compensation

expense as follows:

Cost of sales

$ 15

$ 8

Research and development

175

208

Selling, general and administrative

766

755

Total stock-based compensation

$ 956

$ 971

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