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
November 10, 2020
Date of Report (Date of earliest event reported):
NETLIST, INC.
(Exact name of registrant as specified in
its charter)
Delaware
(State or other jurisdiction of
incorporation)
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001-33170
(Commission
File Number)
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95-4812784
(IRS Employer
Identification Number)
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175 Technology Drive, Suite 150
Irvine,
California 92618
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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 o
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.
o
Item 2.02. Results of Operations and Financial Condition.
On November 10, 2020, Netlist, Inc.
(the “Company”) issued a press release announcing the Company’s financial results for the third quarter ended
September 26, 2020. 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.
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.
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NETLIST, INC.
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Date: November 10, 2020
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By:
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/s/ Gail M. Sasaki
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Gail M. Sasaki
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Vice President and Chief Financial Officer
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Exhibit 99.1
NETLIST REPORTS THIRD QUARTER 2020
RESULTS
IRVINE, CALIFORNIA, November 10, 2020
- Netlist, Inc. (OTCQB: NLST) today reported financial results for the third quarter ended September 26, 2020.
Net sales for the third quarter ended September 26, 2020 were
$10.2 million, compared to net sales of $6.1 million for the quarter ended September 28, 2019. Gross profit for the quarter ended
September 26, 2020 was $1.3 million, or 13.1% of net sales, compared to a gross profit of $0.5 million, or 7.4% of net sales, for
the quarter ended September 28, 2019.
Net loss for the third quarter ended September 26, 2020 was
($2.1) million, or a loss per share of ($0.01), compared to a net loss in the prior year period of ($3.1) million, or a loss per
share of ($0.02). These results include stock-based compensation expense of $0.2 million for both of the quarters ended September
26, 2020 and September 28, 2019.
As of September 26, 2020, cash, cash equivalents and restricted
cash was $17.5 million, total assets were $28.3 million, working capital was $13.6 million, total debt and accrued interest, net
of debt discount, was $20.2 million, and stockholders’ deficit was ($1.2) million.
“We delivered another quarter of positive financial
performance with revenue increasing nearly 70% and bottom line improvement of 30% over the year ago period. These gains came
from expanded gross margins on higher revenue along with proactive expense management,” said Netlist’s Chief
Executive Officer, C.K. Hong. “We also remain active with our intellectual property licensing and enforcement efforts
and look forward to resuming the case against Google, and the Markman Hearing in the SK hynix case early next year.”
Conference Call Information
C.K. Hong, Chief Executive Officer, and Gail Sasaki, Chief
Financial Officer, will host an investor conference call today, November 10, 2020 at 12:00 p.m. Eastern Time to review Netlist’s
results for the third quarter ended September 26, 2020. 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 SSDs and modular memory subsystems
to enterprise customers in diverse industries. The Company's NVMe™ SSD portfolio provides industry-leading performance offered
in multiple capacities and form factors. HybriDIMM™, Netlist's next-generation storage class memory product, addresses the
growing need for real-time analytics in Big Data applications, in-memory databases, high-performance computing and advanced data
storage solutions. Netlist also manufactures a line of specialty and legacy memory products to storage customers, appliance customers,
system builders and cloud and datacenter customers. Netlist holds a portfolio of patents in the areas of server memory, hybrid
memory, storage class memory, rank multiplication and load reduction. 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 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, such as its ongoing proceedings against SK hynix Inc., 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 or shutdowns, and travel restrictions
resulting from the COVID-19 pandemic. 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 March 10, 2020, 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:
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The Plunkett Group
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Netlist, Inc.
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Mike Smargiassi
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Gail M. Sasaki
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NLST@theplunkettgroup.com
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Chief Financial Officer
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(212) 739-6729
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(949) 435-0025
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Netlist, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(in thousands)
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(unaudited)
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September 26,
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December 28,
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2020
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2019
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ASSETS
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Current assets:
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Cash and cash equivalents
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$
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14,287
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$
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8,966
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Restricted cash
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3,200
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2,750
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Accounts receivable, net
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4,203
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3,672
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Inventories
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4,521
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3,496
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Prepaid expenses and other current assets
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297
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627
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Total current assets
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26,508
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19,511
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Property and equipment, net
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199
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286
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Operating lease right-of-use assets
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218
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968
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Other assets
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1,377
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1,376
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Total assets
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$
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28,302
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$
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22,141
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LIABILITIES AND STOCKHOLDERS' DEFICIT
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Current liabilities:
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Accounts payable
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$
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8,053
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$
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9,134
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Revolving line of credit
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3,388
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2,990
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Accrued payroll and related liabilities
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665
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740
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Accrued expenses and other current liabilities
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454
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793
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Current portion of long-term debt and note payable
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389
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412
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Total current liabilities
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12,949
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14,069
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Long-term debt
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16,426
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15,793
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Operating lease liabilities
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—
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498
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Other liabilities
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111
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144
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Total liabilities
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29,486
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30,504
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Commitments and contingencies
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Stockholders' deficit:
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Preferred stock
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—
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—
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Common stock
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195
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169
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Additional paid-in capital
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191,741
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179,086
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Accumulated deficit
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(193,120
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)
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(187,618
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)
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Total stockholders' deficit
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(1,184
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)
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(8,363
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)
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Total liabilities and stockholders' deficit
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$
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28,302
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$
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22,141
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Netlist, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations (Unaudited)
(in thousands, except per share amounts)
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Three Months Ended
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Nine Months Ended
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September 26,
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September 28,
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September 26,
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September 28,
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2020
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2019
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2020
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2019
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Net sales
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$
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10,212
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$
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6,116
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$
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35,749
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$
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16,733
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Cost of sales(1)
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8,875
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5,666
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30,477
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15,600
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Gross profit
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1,337
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450
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5,272
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1,133
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Operating expenses:
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Research and development(1)
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731
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583
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2,083
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1,738
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Intellectual property legal fees
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784
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979
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2,257
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3,567
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Selling, general and administrative(1)
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1,816
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1,747
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5,994
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5,724
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Total operating expenses
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3,331
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3,309
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10,334
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11,029
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Operating loss
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(1,994
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)
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(2,859
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)
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(5,062
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)
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(9,896
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)
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Other expense, net:
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Interest expense, net
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(139
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(245
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(437
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)
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(775
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Other income (expense), net
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3
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(4
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(2
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(5
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Total other expense, net
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(136
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)
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(249
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)
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(439
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)
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(780
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Loss before provision for income taxes
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(2,130
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)
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(3,108
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)
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(5,501
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)
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(10,676
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)
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Provision for income taxes
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—
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—
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1
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1
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Net loss
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$
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(2,130
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)
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$
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(3,108
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$
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(5,502
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)
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$
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(10,677
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)
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Net loss per common share:
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Basic and diluted
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$
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(0.01
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)
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$
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(0.02
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)
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$
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(0.03
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)
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$
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(0.07
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)
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Weighted-average common shares outstanding:
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Basic and diluted
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192,257
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148,058
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179,154
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142,624
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(1) Amounts include stock-based compensation expense as follows:
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Cost of sales
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$
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1
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$
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6
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$
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8
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$
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20
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Research and development
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63
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67
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154
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163
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Selling, general and administrative
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148
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170
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420
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599
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Total stock-based compensation
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$
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212
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$
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243
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$
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582
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$
|
782
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