Netlist raises $30M via registered direct offering of common stock and warrants

On August 14, 2023, Netlist, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain investors (the "Purchasers"), pursuant to which the Company agreed to issue and sell to the Purchasers in a registered offering (the "Offering") an aggregate of 11,111,112 shares (the "Shares") of the Company's common stock and warrants to purchase up to an aggregate of 11,111,112 shares of the Company's common stock (the "Warrants," and the shares issuable upon exercise of the Warrants, the "Warrant Shares") at a per share purchase price of $2.70 per share, for aggregate gross proceeds of approximately $30 million and expected net proceeds, after deducting placement agent fees and offering costs, of approximately $28.6 million.

On August 14, 2023 the Company entered a Placement Agency Agreement (the "Placement Agreement") with Roth Capital Partners, LLC ("Roth"), pursuant to which Roth has agreed to act as the Company's placement agent in connection with the Offering.

pursuant to the Purchase Agreement, the Company and its director and executive officers have entered into lock-up agreements (the "Lock-Up Agreements") pursuant to which they agreed not to offer for sale, contract to sell, or sell any shares of the Company's common stock or any securities convertible into, or exercisable or exchangeable for, shares of the Company's common stock, for a period of 90 days from the closing of the Offering, subject to certain customary exceptions.