0001282631 false NETLIST INC 0001282631 2023-04-25 2023-04-25 iso4217:USD xbrli:shares iso4217:USD xbrli:shares






Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


April 25, 2023

Date of Report (Date of earliest event reported):






(Exact name of registrant as specified in its charter)


Delaware   001-33170   95-4812784
(State or other jurisdiction of   (Commission   (IRS Employer
incorporation)   File Number)   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 April 25, 2023, Netlist, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the first quarter ended April 1, 2023. A copy of the press release is attached hereto as Exhibit 99.1.


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.


Number   Description
99.1   Press Release of Netlist, Inc., dated April 25, 2023.
104   Cover Page Interactive Data File (embedded within the inline XBRL document)







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.


Date:  April 25, 2023 By: /s/ Gail M. Sasaki
    Gail M. Sasaki
    Executive Vice President and Chief Financial Officer





Exhibit 99.1




Netlist Reports First Quarter 2023 Results


IRVINE, CALIFORNIA, April 25, 2023 - Netlist, Inc. (OTCQB: NLST) today reported financial results for the first quarter ended April 1, 2023.


“First quarter results reflect the ongoing downturn in the memory market,” said Chief Executive Officer, C.K. Hong. “Demand remains sluggish across the industry, which will continue to impact our product business. The recent unanimous jury verdict against Samsung in the United States District Court awarded Netlist $303 million for Samsung’s willful infringement of five of Netlist’s patents and highlights the critical value of Netlist’s intellectual property for emerging memory technologies.”


Net sales for the first quarter ended April 1, 2023 were $9.0 million, compared to net sales of $50.2 million for the first quarter ended April 2, 2022. Gross profit for the first quarter ended April 1, 2023 was $0.6 million, compared to a gross profit of $3.4 million for the first quarter ended April 2, 2022.


Net loss for the first quarter ended April 1, 2023 was ($15.8) million, or ($0.07) per share, compared to a net loss in the prior year period of ($5.9) million, or ($0.03) per share. These results include stock-based compensation expense of $1.1 million and $0.7 million for the quarters ended April 1, 2023 and April 2, 2022, respectively.


As of April 1, 2023, cash, cash equivalents and restricted cash was $36.6 million, total assets were $55.7 million, working capital was $22.0 million, total debt was $0.3 million, and stockholders’ equity was $23.3 million.


Conference Call Information


C.K. Hong, Chief Executive Officer, and Gail Sasaki, Chief Financial Officer, will host an investor conference call today, April 25, 2023 at 12:00 p.m. Eastern Time to review Netlist’s results for the first quarter ended April 1, 2023. 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 provides high-performance memory solutions to enterprise customers in diverse industries. The Company's products are available in various capacities and form factors and its line of custom and specialty memory products bring industry-leading performance to server and storage appliance customers and cloud service providers. Netlist licenses its portfolio of intellectual property including patents, in server memory, hybrid memory and storage class memory, to companies that implement Netlist's technology. To learn more, 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 are statements other than historical facts and often address future events or Netlist's future performance. Forward-looking statements contained in this news release include statements about Netlist's ability to execute on its strategic initiatives. All forward-looking statements 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 that Samsung will appeal the jury verdict, which could cause a lengthy delay in Netlist's ability to collect the damage award or overturn the verdict or reduce the damages award; risks related to Netlist's plans for its intellectual property, including its strategies for monetizing, licensing, expanding, and defending its patent portfolio; risks associated with patent infringement litigation initiated by Netlist, or by others against Netlist, as well as the costs and unpredictability of any such litigation; risks associated with Netlist's product sales, including the market and demand for products sold by Netlist and its ability to successfully develop and launch new products that are attractive to the market; the success of product, joint development and licensing partnerships; the competitive landscape of Netlist's industry; and general economic, political and market conditions, including quarantines, factory slowdowns and/or shutdowns. The military conflict between Russia and Ukraine may increase the likelihood of supply interruptions. 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 its most recently completed fiscal year filed on February 28, 2023, 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.


(Tables Follow)


For more information, please contact:  
The Plunkett Group Netlist, Inc.
Mike Smargiassi Gail M. Sasaki
NLST@theplunkettgroup.com Chief Financial Officer
(212) 739-6729 (949) 435-0025





Netlist, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(in thousands)
   April 1,   December 31, 
   2023   2022 
Current assets:          
Cash and cash equivalents  $34,470   $25,011 
Restricted cash   2,100    18,600 
Accounts receivable, net   5,942    8,242 
Inventories   8,959    10,686 
Prepaid expenses and other current assets   1,045    1,308 
Total current assets   52,516    63,847 
Property and equipment, net   1,039    1,138 
Operating lease right-of-use assets   1,877    2,043 
Other assets   297    295 
Total assets  $55,729   $67,323 
Current liabilities:          
Accounts payable  $26,370   $28,468 
Revolving line of credit   -    4,935 
Accrued payroll and related liabilities   1,272    1,588 
Accrued expenses and other current liabilities   2,623    2,635 
Long-term debt due within one year   301    447 
Total current liabilities   30,566    38,073 
Operating lease liabilities   1,615    1,744 
Other liabilities   217    270 
Total liabilities   32,398    40,087 
Commitments and contingencies          
Stockholders' equity:          
Preferred stock        
Common stock   239    233 
Additional paid-in capital   262,305    250,428 
Accumulated deficit   (239,213)   (223,425)
Total stockholders' equity   23,331    27,236 
Total liabilities and stockholders' equity  $55,729   $67,323 





Netlist, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations (Unaudited)
(in thousands, except per share amounts)
   Three Months Ended 
   April 1,   April 2, 
   2023   2022 
Net sales  $9,021   $50,200 
Cost of sales(1)   8,461    46,837 
Gross profit   560    3,363 
Operating expenses:          
Research and development(1)   2,301    2,457 
Intellectual property legal fees   11,070    2,826 
Selling, general and administrative(1)   3,030    3,938 
Total operating expenses   16,401    9,221 
Operating loss   (15,841)   (5,858)
Other income (expense), net:          
Interest income (expense), net   56    (11)
Other expense, net   (3)   (2)
Total other income (expense), net   53    (13)
Loss before provision for income taxes   (15,788)   (5,871)
Provision for income taxes       1 
Net loss  $(15,788)  $(5,872)
Loss per common share:          
Basic and diluted  $(0.07)  $(0.03)
Weighted-average common shares outstanding:          
Basic and diluted   235,121    230,546 
(1)  Amounts include stock-based compensation expense as follows:          
Cost of sales  $18   $3 
Research and development   274    176 
Selling, general and administrative   785    503 
Total stock-based compensation  $1,077   $682