Exhibit 1.01

Netlist, Inc

Conflict Minerals Report

For the Reporting Period from January 1, 201 8 to December 31, 201 8

This Conflict Minerals Report (the “Report”) of Netlist,  Inc. (“Netlist,” the “Company,” “we,” “us,” or “our”) for the reporting period from January 1, 2018 to December 31, 2018 (the “Reporting Period”) has been prepared pursuant to Rule 13p-1 (the “Rule”) promulgated under the Securities Exchange Act of 1934, as amended. This Report includes a description of the measures we have taken to exercise due diligence on the source and chain of custody of certain minerals (specifically gold, columbite-tantalite (coltan), cassiterite and wolframite, including their derivatives, which are limited to tantalum, tin and tungsten (collectively, “conflict minerals”)) necessary to the functionality or production of our products manufactured during the Reporting Period. As permitted by applicable guidance of the Securities and Exchange Commission, we did not obtain an independent private sector audit within the meaning of the Rule for the Reporting Period.

Overview

Our Company and Our Covered Products

We provide high-performance modular memory subsystems to customers in diverse industries that require enterprise and storage class memory solutions to empower critical business decisions. We have a history of introducing disruptive new products, such as one of the first load reduced dual in-line memory modules (“LRDIMM”) based on our distributed buffer architecture, which has been adopted by the industry for DDR4 LRDIMM. We were also one of the first to bring NAND flash memory (“NAND flash”) to the memory channel with our 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. We offer a new generation of storage class memory products called HybriDIMM to address the growing need for real-time analytics in Big Data applications, in-memory databases, high performance computing and advanced data storage solutions. We also resell NAND flash, DRAM products and other component products to end-customers that are not reached in the distribution models of the component manufacturers, including storage customers, appliance customers, system builders and cloud and datacenter customers.

As described in this Report, we have determined that the conflict minerals gold, tantalum, tin and tungsten (collectively, “3TG metals”) were necessary to the functionality or production of certain of our products manufactured during the Reporting Period. As a result, this Report covers the following: (1) products for which 3TG metals are necessary to their functionality or production; (2) products that we manufactured or contracted to be manufactured; and (3) products for which the manufacture was completed during the Reporting Period. These products, which are collectively referred to in this Report as “Covered Products,” consist of the following:

·                   DIMM Products . These products include our NVvault® and ExpressVault™ product families, as well as other dual in-line memory module (“DIMM”) products. These products also include our HyperCloud ®  product and our HybriDIMM™ storage class memory product.

·                   NAND Flash Products . These products include microSD, SD, SSD, SATA, PATA and others.

Third-party products that we sell at retail but do not manufacture or contract to manufacture are outside the scope of this Report.

Our Commitment to Responsible Sourcing

In support of global responsible sourcing, we are committed to monitoring our supply chain with a goal of ensuring that conflict minerals directly or indirectly benefitting armed groups identified as perpetrators of serious human rights abuses in the Democratic Republic of the Congo (“DRC”) or any country with which it shares an internationally recognized border (DRC and such countries, collectively, the “Covered Countries”) are not used in the manufacture of Netlist products. We also believe responsible sourcing means continuing to support stable economic development in the Covered Countries (rather than an embargo imposed on these countries), and accordingly we do not prohibit our suppliers from using conflict minerals sourced from the Covered Countries.

A copy of our Conflict Minerals Policy is available at our website at www.netlist.com/company/corporate-responsibility. All website references in this Report are intended to be inactive textual references, and the contents of our website are not incorporated into this Report.

Our Conflict Minerals Due Diligence Program, and Results for the Reporting Period

We require our suppliers to source conflict minerals from smelters and refiners that are either validated as compliant with conflict-free sourcing standards (such as the Responsible Minerals Assurance Process (the “RMAP”) developed by the Responsible Mining Initiative (“RMI”) or standards enacted by the London Bullion Market Association (“LBMA”) or the Responsible Jewelry Council (“RJC”)), or on the path to validation under one of these programs. We refer to smelters and refiners that have been validated to meet one or more of these conflict-free sourcing standards as “Compliant,” and we refer to smelters and refiners that are actively engaged in an effort to become validated under one or more of these standards as “Active”. To ensure our suppliers meet our requirement for conflict-free sourcing, we: (1) make all suppliers aware of our commitment to responsible sourcing as described above, as well as our expectation that all smelters and refiners in our supply chain are Compliant with one or more conflict-free sourcing standards; (2) conduct ongoing due diligence on the source and chain of custody of conflict minerals in our supply chain in conformance with the Organization for Economic Co-operation and Development (“OECD”) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas: Third Edition (2016), and the related supplements on the 3TG metals (collectively, “OECD Guidance”); and (3) otherwise encourage suppliers to adopt responsible sourcing practices. To further transparency in the conflict minerals supply chain, in addition to publicly reporting the results of our due diligence efforts annually.

During the Reporting Period, we worked with our suppliers to increase sourcing from smelters and refiners that were validated as Compliant or Active. As part of our efforts, we improved our initial screening process to help prevent non-Compliant smelters and refiners from entering our supply chain. Of the 229 smelters or refiners we believe were in our supply chain for the Reporting Period, 100% were validated as Compliant, representing an 2.8% increase in the number of Compliant smelters or refiners in our supply chain as compared to the prior reporting period (the 2017 calendar year).

Our Reasonable Country of Origin Inquiry

As described in this Report, we have determined that the 3TG metals were necessary to the functionality or production of the Covered Products. As a result, we conducted in good faith a reasonable country of origin inquiry (“RCOI”) reasonably designed to determine whether any of these 3TG metals originated in the Covered Countries or may have been from recycled or scrap sources.

We do not acquire 3TG metals directly from mines, smelters or refiners; rather, we obtain the parts of the Covered Products that include 3TG metals from a number of third-party suppliers. Our supply chain is complex, and there are many organizations in our supply chain between us and the original sources of the 3TG metals. As a result, our RCOI primarily consists of outreach to our direct suppliers, and our requirement that they participate in our Supplier Management Process. This process begins with our annual submission of an inquiry letter to each of our direct suppliers, along with the RMI Conflict Minerals Reporting Template (“CMRT”) and Netlist Conflict Minerals Policy. Through the CMRT, we request information from each supplier regarding its supply chains for 3TG metals, including the names and locations of smelters and refiners of 3TG metals, as well as the country of origin of 3TG metals processed by such smelters and refiners. We also make our suppliers aware that smelters and refiners that fail to become Compliant or Active with respect to one or more conflict-free sourcing standards will be targeted for removal from our supply chain.

According to the information provided by our suppliers, we have reason to believe that at least some of the necessary 3TG metals 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. As a result, we conducted due diligence on the source and chain of custody of such 3TG metals, as described below.

Our Conflict Minerals Due Diligence Program

The design of our conflict minerals due diligence program is in conformity with the principles of the OECD Guidance, specifically as it relates to our position in the conflict minerals supply chain as a “downstream” purchaser. Summarized below are the components of our conflict minerals due diligence program, as they relate to the five-step framework from the OECD Guidance. The below description is intended to be a summary, and does not describe all of the conflict minerals due diligence measures we performed during the Reporting Period.

1. Establishment of Strong Company Management Systems

We have completed a number of steps to establish a management system for addressing the sourcing of 3TG metals in the Covered Products. These steps include:

a. Conflict Minerals Policy : We maintain a policy regarding the sourcing of conflict minerals used in, or in the manufacture of, our products. A copy of this Conflict Minerals Policy is available at our website at www.netlist.com/company/corporate-responsibility.

b. Internal Conflict Minerals Team : Members of our management (the “ Conflict Minerals Team ”) participate in the design and execution of our conflict minerals due diligence program, and cooperate to manage and support our supply chain due diligence. The Conflict Minerals Team identifies the suppliers to be contacted, and adopted and approved for use the CMRT discussed above. We interact with our suppliers to obtain updated and current CMRTs, and analyze the information provided by each supplier on the sourcing of the 3TG metals used in, or in the manufacture of, the Covered Products. Each response is reviewed to identify missing information and unclear responses. Our Conflict Minerals Team meets regularly to discuss the results of our due diligence efforts and appropriate follow-up measures to be taken with our suppliers.

c. Supply Chain Control System : We use the CMRT to identify the smelters and refiners that are in the supply chain of each of our suppliers. We periodically review and compare this list to the list of smelters and refiners identified by the RMI as Compliant or Active under the RMAP. This enables us to identify the smelters and refiners that have been validated under this standard, as well as those that are actively progressing toward an audit to determine their status. We have determined this approach represents the most reasonable effort we can make to determine whether the 3TG metals used in, or in the manufacture of, the Covered Products originate from the Covered Countries or may not be from recycled or scrap sources.

d. Supplier Engagement : We actively engage with our suppliers to ensure they are complying with our conflict minerals due diligence program, including completion of the CMRT and participation in supply chain surveys and related due diligence activities. We communicate with our suppliers to identify the sources and status of the 3TG metals used in the Covered Products, and to encourage each smelter and refinery in our supply chain to become Active or Compliant in the RMAP or another conflict-free sourcing standard.

2. Identification and Assessment of Risks in the Supply Chain

Our due diligence program consists primarily of the following: First, we identify our direct suppliers of the Covered Products and their components; then, we request these suppliers to complete the CMRT and return it to us; then, we evaluate the completeness and accuracy of each supplier’s responses and contact suppliers whose responses we believe contain incomplete or potentially inaccurate information, in order to seek additional clarifying information. In general, we intend to contact each of our suppliers at least once every six months, to check on the status of their continuing due diligence efforts and to obtain updated information. When we receive completed CMRTs from our direct suppliers, and after conducting any required follow-up to obtain additional clarifying information, we record all information we have obtained to identify the potential smelters and refiners in our supply chain. We then compare this list of potential smelters and refiners in our supply chain to the lists compiled by the RMAP to determine which smelters and refiners have been determined to be Compliant or Active.

Because of our position in the supply chain, it can be challenging for us to identify actors upstream from our suppliers. As discussed above, we identify each of our direct suppliers, and we rely on these suppliers to provide us with complete and accurate information about the source of 3TG metals used in, or in the manufacture of, the Covered Products. Similarly, our direct suppliers are reliant on information provided by their suppliers regarding the original source of such 3TG metals.

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

We are designing and implementing a risk management plan, which will be managed and monitored by the above-described Conflict Minerals Team under the oversight of our manufacturing management.

We have also communicated to all of our direct suppliers our expectation that products and components supplied to us that contain 3TG metals or other conflict minerals be sourced from a Compliant or Active smelter or refiner.

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

Because we do not source 3TG metals directly from smelters or refiners, we rely on independent third-party auditing programs, such as the RMAP, LBMA, and RJC, to coordinate audits of smelters and refiners that may be in our supply chain.

5. Reporting on Supply Chain Due Diligence

We report the results of our conflict minerals due diligence program annually by filing this Report and the accompanying Form SD with the U.S. Securities and Exchange Commission, and by making these materials available on our website at www.netlist.com/company/corporate-responsibility.

Conflict Minerals Due Diligence Findings

Overall Findings

Our efforts to determine the mine or location of origin of the 3TG metals used in, or in the manufacture of, the Covered Products with the greatest possible specificity consisted primarily of the due diligence measures described in this Report.

Based on the information provided by our suppliers and otherwise obtained through our conflict minerals due diligence program, we identified 229 smelters and refiners that are recognized by RMAP, LBMA or RJC to be processors of 3TG metals and that we believe, to the extent reasonably determinable by us, were potentially in our supply chain for the Covered Products in the Reporting Period. These 229 smelters or refiners are included in Lists 1 in Appendix A of this Report. Of these 229 smelters or refiners, 100% were validated as Compliant, representing an 2.8% increase in the number of Compliant smelters or refiners in our supply chain as compared to the prior reporting period. The following graphics illustrate these overall findings:

Country of Origin Findings

Our due diligence efforts did not result in sufficient information to conclusively determine all of countries of origin of the 3TG metals used in, or in the manufacture of, the Covered Products, primarily because RMAP may not have reliable country of origin information for the smelters and refiners that may be in our supply chain and are not validated as Compliant. The following table sets forth the countries of origin of the 3TG metals that may have been used in, or in the manufacture of, the Covered Products, based on information provided by our suppliers and RMAP that is available to us:

Covered Products Findings

As described above, the Covered Products include NAND Flash products and DIMM products. Based on the information provided to us by our suppliers, we believe the 3TG metals used in, or in the manufacture of the Covered Products were all sourced from smelters or refiners that are Compliant.

2019 Improvement Measures

During the calendar year ending December 31, 2019, we intend to take the following steps to further pursue our commitment to responsible sourcing, as described above, including improving our conflict minerals due diligence program:

·       Continue to proactively work with all of our suppliers to accomplish our goal that all smelters and refiners in our supply chain are Compliant; and

·       Continue to refine and improve our escalation processes to ensure quick remediation, including removal, of any smelter or refiner that does not timely attain or that loses Compliant status.

Inherent Limitations on Due Diligence Measures

As a downstream purchaser of products that contain conflict minerals, our due diligence measures can provide only reasonable, and not absolute, assurance regarding the source and chain of custody of the conflict minerals used in, or in the manufacture of, the Covered Products. Because we do not have direct contractual or other relationships with the mines, smelters and refiners that produce conflict minerals, our due diligence program necessarily relies on the data supplied by our direct suppliers. These direct suppliers, in turn, rely on similar information provided within their supply chains to identify the original sources of conflict minerals. As a result, the results of our due diligence efforts could contain inaccuracies or incomplete information due to this process of collecting the information. Further, many suppliers report smelter and refiner information at the company level, rather than limiting their responses to smelters and refiners affiliated with specific products included in the request. As a result, some of the smelters and refiners included in this Report as potentially in our supply chain may not, in fact, be associated with the Covered Products or their manufacture. In addition, we rely on information collected and provided by independent third-party auditing programs, and 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.

Appendix A

Reported 3TG Smelters and Refiners Lists

List 1:     Listed below are the 229 smelters or refiners identified by our suppliers as potentially in the supply chain for the Covered Products during the Reporting Period that the RMAP has reported as Compliant. The location information set forth in this list is as reported by the RMAP as of Apr 28 th  , 2019.