UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-A/A

(Amendment No. 1)

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

NETLIST, INC.

(Exact name of registrant as specified in its charter)

Securities to be registered pursuant to Section 12(b) of the Act:

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ¨

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. x

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ¨

Securities Act registration statement or Regulation A offering statement file number to which this form relates:
Not applicable

Securities to be registered pursuant to Section 12(g) of the Act:
Series A Preferred Stock Purchase Rights

(Title of Class)

Explanatory Note.

This Amendment No. 1 on Form 8-A/A is filed to amend and supplement the information set forth in Items 1 and 2 of the Registration Statement on Form 8-A (File No. 000-56197) filed with the Securities and Exchange Commission by Netlist, Inc. (the “Company”) on August 14, 2020 (such Registration Statement on Form 8-A as filed on such date, the “Original Form 8-A”).

Item 1 of the Original Form 8-A is hereby amended and supplemented by adding the following paragraph thereto:

On April 17, 2024, the Company entered into a fourth amendment (the “Fourth Amendment”) to its Rights Agreement with Equiniti Trust Company, LLC, as rights agent. The description of the Fourth Amendment set forth under Item 1.01 of the Current Report on Form 8-K filed by the Company on April 17, 2024 under the Securities Exchange Act of 1934, as amended, is incorporated herein by reference.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.