Exhibit 1.01

NETLIST, INC.

Conflict Minerals Report

For The Reporting Period from January 1, 201 6 to December 31, 201 6

This Conflict Minerals Report (the “ Report ”) of Netlist , Inc. (“ Netlist ” or the “ Company ”) has been prepared pursuant to Rule 13p-1 and Form SD (collectively, the “ Rule ”) promulgated under the Securities Exchange Act of 1934, as amended, for the reporting period January 1, 2016 to December 31, 2016 (the “ Reporting Period ”). As permitted by applicable guidance of the Securities and Exchange Commission, the Company did not obtain an independent private sector audit within the meaning of the Rule.

Overview of the Company and the Rule

Netlist is a leading provider of high-performance modular memory subsystems serving customers in diverse industries that require superior memory performance to empower critical business decisions. The Company has a long history of introducing disruptive new products, such as one of the first load-reduced dual in-line memory module (“ LRDIMM ”) based on its distributed buffer architecture, which has been adopted by the industry for DDR4 LRDIMM.  The Company was also one of the first to bring NAND flash memory (“ NAND flash ”) to the memory channel with its NVvault® non-volatile dual in-line memory modules (“ NVDIMM ”) using software-intensive controllers and merging dynamic random access memory integrated circuits (“ DRAM ICs ” or “ DRAM ”) and NAND flash to solve data bottleneck and data retention challenges encountered in high-performance computing environments. The Company recently introduced a new generation of storage class memory products called HybriDIMM™ to address the growing need for real-time analytics in Big Data applications and in-memory databases.

Additionally, due to the ground-breaking product development of its engineering teams, Netlist has built a robust portfolio of over 100 issued and pending U.S. and foreign patents, many seminal, in the areas of hybrid memory, storage class memory, rank multiplication and load reduction. Since its inception, the Company has dedicated substantial resources to the development and protection of technology innovations essential to its business. The Company’s early pioneering work in these areas has been broadly adopted in industry-standard LRDIMM and in NVDIMM. Netlist’s objective is to continue to innovate in its field and invest further in its intellectual property portfolio, with the goal of monetizing its intellectual property through a combination of product sales and licensing, royalty or other revenue-producing arrangements, which may result from joint development or similar partnerships or defense of the Company’s patents through enforcement actions against parties it believes are infringing them.

The Rule requires disclosure of certain information if a company manufactures or contracts to manufacture products and the minerals specified in the Rule are necessary to the functionality or production of those products.  The Rule also requires such companies to conduct certain inquiries reasonably designed to determine whether such minerals originated in the countries specified in the Rule.  The minerals specified in the Rule, which are collectively referred to in this Report as “ Conflict Minerals ,” consist of gold, columbite-tantalite (coltan), cassiterite and wolframite, including their derivatives, which are limited to tantalum, tin and tungsten. The countries specified in the Rule, which are collectively referred to in this Report as “ Covered Countries ,”  consist of the Democratic Republic of Congo (the “ DRC ”) and all countries that share an international border with the DRC, which presently consists of the Republic of Congo, the Central African Republic, South Sudan, Uganda, Rwanda, Burundi, Tanzania, Zambia and Angola.

As used in this Report, the term “ conflict-free ” means the applicable smelter or refiner has been verified as complying with the Conflict-Free Smelter Program (the “ CFSP ”) of the Conflict-Free Sourcing Initiative (“ CFSI ”), an initiative of the Electronic Industry Citizenship Coalition (“ EICC ”) and Global e-Sustainability Initiative (“ GeSI ”), or an equivalent third-party audit program.

Description of the Company’s Products Covered by this Report

This Report relates to the Company’s products: (i) for which Conflict Minerals are necessary to the functionality or production of the product; (ii) that were manufactured, or contracted to be manufactured, by the Company; and (iii) for which the manufacture was completed during the Reporting Period.

These products, which are collectively referred to in this Report as the “ Covered Products ,” consist of the following:

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Third-party products that the Company sells at retail but does not manufacture or contract to manufacture are outside the scope of this Report.

Description of the Company’s Reasonable Country of Origin Inquiry

As described in this Report, the Company has determined that the following Conflict Minerals were necessary to the functionality or production of the Covered Products: gold, tantalum, tin and tungsten. As a result, the Company has conducted in good faith a reasonable country of origin inquiry (“ RCOI ”) reasonably designed to determine whether any of the Conflict Minerals necessary to the functionality or production of a Covered Product originated in the Covered Countries or may be from recycled or scrap sources.

The Company’s supply chain is complex, and there are many third parties in the supply chain between the Company and the original sources of Conflict Minerals. The Company does not directly purchase Conflict Minerals from mines, smelters or refiners. Therefore, the Company must rely on its suppliers to provide information regarding the country of origin of Conflict Minerals that are necessary to the functionality or production of the Covered Products. As a result, the Company’s RCOI primarily consisted of submitting the Conflict Minerals Reporting Template (“ CMRT ”) prepared under the CFSI to its suppliers that the Company determined use Conflict Minerals in the manufacture of, or in, the Covered Products in the Reporting Period. Suppliers’ responses were reviewed for completeness, reasonableness and consistency, and the Company followed up with its suppliers for corrections and clarifications as needed.

Based on the RCOI, the Company was provided insufficient information to determine whether the necessary Conflict Minerals contained in the Covered Products or used in their manufacture originated from the Covered Countries or were from recycled or scrap sources. As a result, the Company has reason to believe that some of the necessary Conflict Minerals contained in the Covered Products or used in their manufacture may have originated from the Covered Countries or may not be from recycled or scrap sources.

Description of the Company’s Due Diligence Process

Based on the results of its RCOI, the Company performed additional due diligence on the source and chain of custody of the necessary Conflict Minerals contained in the Covered Products or used in their manufacture.

The Company’s due diligence measures have been designed to conform, in all material respects, to the framework in the Organization for Economic Co-operation and Development Due Diligence Guidance for Responsible Supply Chain of Minerals from Conflict-Affected and High Risk Areas: Second Edition , including the related supplements on gold, tin, tantalum and tungsten (collectively, the “ OECD Guidance ”). The OECD Guidance is an internationally recognized due diligence framework.

In accordance with the five-step OECD Guidance, the design of the Company’s due diligence includes, but is not limited to, the following five steps: (i) establishment of strong company management systems, (ii) identification and assessment of risks in the supply chain, (iii) designing and implementing a strategy to respond to identified risks, (iv) carrying out an independent third-party audit of smelter/refiner’s due diligence practices and (v) reporting on supply chain due diligence. A summary of the due diligence activities undertaken by the Company in respect of each of the five steps of the OECD Guidance is described below, although the activities described below are not all of the measures performed by the Company in the Reporting Period pursuant to the Rule and the OECD Guidance.

1. Establishment of Strong Company Management Systems

Netlist completed a number of steps to establish and maintain its management system for addressing the sourcing of necessary Conflict Minerals in the Covered Products. These actions include:

a. Maintain and Publish a Conflict Minerals Policy : A copy of the Company’s Conflict Minerals Policy (the “ Company Policy ”), which was adopted in 2015, is available on the Company’s website at http://www.netlist.com/company/corporate-responsibility . The foregoing website reference is intended to be an inactive textual reference and the contents of the Company’s website are not incorporated into this Report.

Pursuant to the Company Policy, Netlist is committed to obtaining parts and supplies from businesses that share its values regarding human rights and ethical practices, and will work toward processes to help ensure that Netlist does not knowingly procure or use Conflict Minerals the extraction or sale of which finances or benefits armed groups (perpetrators of serious human rights abuses) in the Covered Countries. In addition, the Company Policy provides that Netlist expects its suppliers to, among other things, undertake documented due diligence and develop policies to

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ensure that Conflict Minerals are being sourced only from outside the Covered Countries or from mines and smelters that have been certified by an independent third party or under a third-party audit program, such as the CFSP.

b. Internal Management to Support Supply Chain Due Diligence : Members of Netlist’s management (the “ Conflict Minerals Team ”) participate in the design and execution of the Company Policy and cooperate to manage and support the Company’s supply chain due diligence. The Conflict Minerals Team identified the suppliers to be contacted, and adopted and approved for use the CMRT discussed above. The Company interacts with its suppliers to obtain updated and current CMRTs and analyze the information provided by each supplier on the sourcing of the necessary Conflict Minerals contained in the Covered Products or used in their manufacture. Each response is reviewed to identify missing information and unclear responses. Netlist’s Conflict Minerals Team meets regularly to discuss the results of the Company’s due diligence efforts and appropriate follow-up measures to be taken with its suppliers.

c. Controls and Transparency to Support Supply Chain Diligence : The Company uses the CMRT to identify the smelters and refiners that are in the supply chain of each of its suppliers. The Company periodically reviews and compares this list to the list of smelters and refiners identified by the CFSI as being validated under the CFSP. This enables Netlist to identify the smelters and refiners that have been determined to be conflict-free and those that are actively progressing toward that status. The Company determined that this approach represents the most reasonable effort it can make to determine whether the necessary Conflict Minerals contained in the Covered Products or used in their manufacture are conflict-free.

d. Supplier Engagement : The Company is dependent upon its suppliers to identify the sources and status of the necessary Conflict Minerals contained in the Covered Products or used in their manufacture and to encourage each smelter and refinery in its supply chain to become an active participant in the CFSI. Netlist engages with its suppliers to strengthen its relationship with them and Netlist has communicated to its suppliers its commitment to sourcing Conflict Minerals in a manner that is CFSP-compliant.

2. Identification and Assessment of Risks in the Supply Chain

Because of Netlist’s position within its supply chain, it is difficult for Netlist to identify actors upstream from its suppliers. As discussed above, Netlist identified each of its suppliers and Netlist has relied upon them to provide it with the necessary information about the source of necessary Conflict Minerals contained in the Covered Products or used in their manufacture. Netlist’s suppliers are similarly reliant upon information provided by their suppliers to provide information regarding the country of origin of such Conflict Minerals.

Netlist requested each of its suppliers to complete the CMRT and review the sourcing information provided in response to its requests for accuracy and completeness. In the event Netlist finds the responses to the CMRT unclear or incomplete, it contacts the supplier in question for additional information and clarification. Netlist makes efforts to contact each of its suppliers at least once every six months to check on the status of their continuing due diligence and to obtain updated information. The Company records all information obtained from the CMRTs to identify the smelters and refiners in its supply chain. The Company also compares the list of the smelters and refiners in its supply chain to the lists compiled by the CFSI to determine which smelters have been determined to be compliant with the CFSP.

3. Designing and Implementing a Strategy to Respond to Identified Risks

In response to its risk assessment, the Company has developed and maintained a risk management plan that establishes supplier risk management strategies, including maintaining regular communication with its suppliers, following up with suppliers as needed and obtaining information from the CFSI to identify smelters that are CFSP-compliant. This risk management plan is managed and monitored through the Company’s Conflict Minerals Team under the oversight of its manufacturing management.

In addition, Netlist has communicated to all of Netlist’s suppliers its expectation that products and components supplied to Netlist contain Conflict Minerals that do not originate from the Covered Countries or are otherwise conflict-free.

4. Carrying Out Independent Third-Party Audit of Supply Chain Due Diligence at Identified Points in the Supply Chain

The Company does not have a direct relationship with any smelters or refiners in its supply chain and, as a result, the Company does not directly conduct audits. Instead, Netlist will support the development and implementation of independent third-party audit programs of smelters and refiners, such as the CFSP, by encouraging its contract manufacturers and component suppliers to obtain materials from smelters and refiners that have been validated as conflict-free.

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As noted above, the Company was not required to obtain, and did not obtain, an independent private sector audit within the meaning of the Rule.

5. Reporting on Supply Chain Due Diligence

Netlist is publicly filing the Form SD and this Report with the Securities and Exchange Commission, and a copy of this Report and the Form SD are publicly available on the Company’s website at http://www.netlist.com/company/corporate-responsibility . The foregoing website reference is intended to be an inactive textual reference and the contents of the Company’s website are not incorporated into this report.

This Report includes a description of the Covered Products that incorporate Conflict Minerals necessary to the functionality or production of such products, information about the Company’s RCOI methodology, the design of and activities involved in the Company’s due diligence process in conformance with the OECD Guidelines, and a list of known processing facilities in the Company’s supply chain as identified in its due diligence process.

Findings

The Company’s efforts to determine the mine or location of origin of the necessary Conflict Minerals contained in the Covered Products with the greatest possible specificity consisted primarily of the due diligence measures described in this Report. For the Reporting Period, the Company received responses from all of its identified in-scope suppliers.

Based on the information provided by the Company’s suppliers and otherwise obtained through the Company’s due diligence process, the Company believes that, to the extent reasonably determinable by the Company, the facilities that may have been used to process the Conflict Minerals contained in the Covered Products include the facilities listed in Tables 1 and 2 at the end of this Report. Of the processing facilities identified by the Company’s suppliers as potentially in the Company’s supply chain for the Reporting Period, 78.7% were validated as conflict-free, 18.8% had committed to participate in the CFSP or a comparable third-party audit program but have not yet completed the program, and 2.5% have not yet committed to participate in the CFSP or a comparable third-party audit program.

The results of the Company’s due diligence measures for the Reporting Period are summarized in the charts below.

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Conclusions

After exercising the due diligence measures described above, the Company determined that its NAND flash products that were manufactured, or contracted to be manufactured, by the Company during the Reporting Period were conflict-free. This determination is based on the finding that all of the processing facilities identified by the Company’s suppliers as being potentially in the supply chain for these Covered Products were conflict-free. However, the Company was provided insufficient information to conclusively determine that none of the necessary Conflict Minerals contained in the other Covered Products or used in their manufacture originated from the Covered Countries or were from recycled or scrap sources. As a result, the Company determined that the Covered Products other than NAND flash are DRC conflict undeterminable, as defined under the Rule.

Future Steps

The Company aims to take the following steps, among others, to improve its due diligence measures and to further mitigate the risk that the necessary Conflict Minerals contained in the Covered Products finance or benefit armed groups in the Covered Countries:

·                       Instruct its suppliers to advise the Company if they determine that any person or entity in their supply chain is directly or indirectly financing or benefiting armed groups in the Covered Countries; and

·                       Encourage suppliers to direct all smelters and refiners in their supply chains to participate in the CFSP or a similar third-party audit program.

Inherent Limitations on Due Diligence Measures

As a downstream purchaser of products that contain Conflict Minerals, Netlist’s due diligence measures can provide only reasonable, not absolute, assurance regarding the source and chain of custody of the necessary Conflict Minerals contained in or used to manufacture the Covered Products. Since Netlist does not have direct contractual or other relationships with the mines, smelters and refiners that produce Conflict Minerals, Netlist’s due diligence processes necessarily rely on the data supplied by its direct suppliers. Those direct suppliers, in turn, rely on similar information provided within their supply chains to identify the original sources of Conflict Minerals. In addition, Netlist relies on information collected and provided by independent third-party audit programs. These sources of information may yield unreliable, inaccurate or incomplete information due to a variety of factors, including human or other errors or fraudulent actions.

Covered Countries. Words such as “expects,” “believes,” “aims” and similar expressions or variations of such words are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements in this Report. All statements made in this Report concerning future matters that are not historical are forward-looking statements. Although forward-looking statements in this Report reflect the Company’s good faith judgment, such statements can only be based on facts and assumptions currently known by the Company. Consequently, forward-looking statements are inherently subject to risks and uncertainties, and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated or implied by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, among others: the risk that information reported to the Company by its suppliers, or industry information used by the Company, may be inaccurate; the risk that mines, smelters or refiners may not participate in the CFSP, which is a voluntary initiative; as well as risks related to the Company’s compliance with government regulations and policies, which, among other risks, are discussed under “Risk Factors” in the Company’s most recent Quarterly Report on Form 10-Q. Readers are urged not to place undue reliance on forward-looking statements, which speak only as of the date of this Report. The Company undertakes no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Report.

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Conflict Minerals Processing Facilities

Table 1: CFSP-Compliant

Listed below are the 319 processing facilities identified by the Company’s suppliers as potentially in the Company’s supply chain for the Reporting Period that the CFSP has reported as compliant with its audit protocols. The location information is as reported by the CFSP as of May 12, 2017.

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8

9

10

11

12

13

14

15

16

17

18

19

20

21

22