Netlist, Inc. Announces Proposed Public Offering Of Common Stock

IRVINE, Calif., March 18 /PRNewswire-FirstCall/ -- Netlist, Inc. (Nasdaq: NLST) announced today that it intends, subject to market and other conditions, to offer up to 3,000,000 shares of its common stock in a registered public offering pursuant to its existing shelf registration statement under the Securities Act of 1933. Netlist also intends to grant the underwriters an option to purchase additional shares of common stock to cover over-allotments, if any, in connection with the offering.

Needham & Company, LLC is acting as the sole book-running manager for the offering and Roth Capital Partners LLC is acting as co-manager.

Netlist previously filed a registration statement, together with the accompanying base prospectus, with the Securities and Exchange Commission ("SEC") in connection with the offering, which was declared effective by the SEC on January 20, 2010. Investors are advised to carefully consider the investment objectives, risks and expenses of Netlist before investing. The base prospectus contains certain information about Netlist and should be read carefully before investing. A prospectus supplement describing the particular terms of the offering will be filed with the SEC and forms a part of the effective registration statement. When available, copies of the preliminary prospectus supplement, the final prospectus supplement and the accompanying base prospectus may be obtained from the SEC's web site at http://www.sec.gov, or from Needham & Company, LLC, 445 Park Avenue, New York, NY 10022, at (212) 371-8300.

This press release shall not constitute an offer to sell, or the solicitation of an offer to buy any securities of Netlist, Inc., nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Netlist, Inc.

Netlist designs and manufactures high-performance memory subsystems for the server and high- performance computing and communications markets. Netlist's memory subsystems are developed for applications in which high-speed, high-capacity memory, functionality, small form factor, and heat dissipation are key requirements. These applications include tower-servers, rack-mounted servers, blade servers, high-performance computing clusters, engineering workstations, and telecommunication equipment. Netlist maintains its headquarters in Irvine, California with manufacturing facilities in Suzhou, China.

Safe Harbor Statement

This news release contains forward-looking statements regarding future events and the future performance of Netlist, including future opportunities and growth for the company's business. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expected or projected. These risks and uncertainties include, but are not limited to, Netlist's ability to complete the offering referred to in this release; Netlist's ability to complete development of and volume production of NetVault™ and HyperCloud™; the costs and unpredictability of litigation over infringement of Netlist's intellectual property; the rapidly-changing nature of technology; volatility in the pricing of DRAM ICs and NAND; changes in and uncertainty of customer demand, including delays in product qualifications; delays in Netlist's and its customers' product releases and development; introductions of new products by competitors; changes in end-user demand for technology solutions; Netlist's ability to attract and retain skilled personnel; Netlist's reliance on suppliers of critical components; fluctuations in the market price of evolving industry standards; and the political and regulatory environment in the People's Republic of China. Other risks and uncertainties are described in Netlist's annual report on Form 10-K, filed with the SEC on February 19, 2010, and subsequent filings with the SEC made by Netlist from time to time. Except as required by law, Netlist undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

SOURCE Netlist, Inc.