{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-23-092017","form_type":"8-K","ticker":"NLST","cik":"0001282631","company_name":"NETLIST INC","filed_at":"2023-08-15T23:59:59+00:00","discovered_at":"2026-05-14T18:03:33.426556+00:00","generated_at":"2026-06-11T09:14:52.460955+00:00","sec_items":["1.01","8.01","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.7,"calibrated_materiality_score":0.7,"confidence":"high","headline":"Netlist raises $30M via registered direct offering of common stock and warrants","bullets":["Offering of 11,111,112 shares at $2.70/share plus warrants for 11,111,112 shares at $3.20, 5-year term.","Gross proceeds ~$30M; net proceeds ~$28.6M after fees and costs.","Proceeds for working capital and general corporate purposes; closing expected Aug 17, 2023.","Lock-up agreements with directors and officers for 90 days from closing.","Roth Capital Partners acting as exclusive placement agent."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-23-092017","json":"https://secwatch.observer/filing/0001104659-23-092017.json","markdown":"https://secwatch.observer/filing/0001104659-23-092017.md","text":"https://secwatch.observer/filing/0001104659-23-092017.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1282631/000110465923092017/0001104659-23-092017-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1282631/000110465923092017/tm2323803d2_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-11T09:14:52.460955+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"28659090c8e56c2ff7c6150028bf452d7f322f55","claim":"NETLIST INC entered into Securities Purchase Agreement with certain investors valued at aggregate of 11,111,112 shares of common stock and warrants to purchase up to 11,111,112 shares of c (effective 2023-08-14).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1282631/000110465923092017/0001104659-23-092017-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"certain investors"},{"label":"Value","value":"aggregate of 11,111,112 shares of common stock and warrants to purchase up to 11,111,112 shares of c"},{"label":"Effective","value":"2023-08-14"}],"fact_type":"material_agreement"},{"claim_id":"57b441b33c2bd54301002ce125be0da5932072cf","claim":"NETLIST INC entered into Placement Agency Agreement with Roth Capital Partners, LLC valued at cash fee equal to 4% of aggregate gross proceeds (effective 2023-08-14).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1282631/000110465923092017/0001104659-23-092017-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"underwriting"},{"label":"Counterparty","value":"Roth Capital Partners, LLC"},{"label":"Value","value":"cash fee equal to 4% of aggregate gross proceeds"},{"label":"Effective","value":"2023-08-14"}],"fact_type":"material_agreement"},{"claim_id":"a0578c6e822812702bff0dad550dde4fb6ce75db","claim":"NETLIST INC entered into Lock-Up Agreements with directors and executive officers valued at 90-day lock-up period from closing (effective 2023-08-14).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1282631/000110465923092017/0001104659-23-092017-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Counterparty","value":"directors and executive officers"},{"label":"Value","value":"90-day lock-up period from closing"},{"label":"Effective","value":"2023-08-14"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}