---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-25-097229"
form_type: "8-K"
ticker: "NLST"
cik: "0001282631"
company_name: "NETLIST INC"
filed_at: "2025-10-07T23:59:59+00:00"
generated_at: "2026-05-17T04:24:25.481007+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# Netlist announces $10M registered direct offering of 14.3M shares and 28.6M warrants at $0.70/unit

## Summary
- Gross proceeds of ~$10.0M from sale of 14,285,716 shares and warrants to purchase up to 28,571,432 shares at $0.70 combined purchase price.
- Net proceeds expected ~$9.1M after placement agent fees; used for working capital and general corporate purposes.
- Offering expected to close on October 7, 2025; Roth Capital Partners is placement agent; 4.0% fee on gross proceeds.
- Company amended June 2025 warrants: exercise price reduced to lesser of $0.60 and lowest VWAP within period around closing.
- Directors and officers entered 90-day lock-up agreements; company restricted from variable rate transactions for 6 months.

## SEC filing metadata
- accession: 0001104659-25-097229
- form_type: 8-K
- ticker: NLST
- cik: 0001282631
- company_name: NETLIST INC
- filed_at: 2025-10-07T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 3.03, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1282631/000110465925097229/0001104659-25-097229-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1282631/000110465925097229/tm2528064d2_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-25-097229
- JSON: https://secwatch.observer/filing/0001104659-25-097229.json
- Plain text: https://secwatch.observer/filing/0001104659-25-097229.txt

## Key facts
- Equity Issuances
  NETLIST INC issued warrant to the Purchasers (as defined in the Purchase Agreement) for reduction of the exercise price of the June 2025 Warrants to the lesser of $0.60 and the lowest VWAP of the shares of common stock on any trading day during the.
  - Security: warrant
  - Purchaser: the Purchasers (as defined in the Purchase Agreement)
  - Consideration: reduction of the exercise price of the June 2025 Warrants to the lesser of $0.60 and the lowest VWAP of the shares of common stock on any trading day during the
  source text: The Purchasers also agreed to amend certain issued and outstanding Common Stock Purchase Warrants held by such Purchasers (the “June 2025 Warrants”) previously issued pursuant to that certain Securities Purchase Agreement, dated as of June 24, 2025 (the “June 2025 Purchase Agreement”) to, among other things, revise certain anti-dilution provisions in the June 2025 Warrants in exchange for the reduction of the exercise price of the June 2025 Warrants to the lesser of $0.60 and the lowest VWAP of the shares of common stock on any trading day during the period commencing on the date of execution of the definitive agreements for the Offering and including, the fourth trading day immediately following the closing of the Offering
  evidence_url: https://www.sec.gov/Archives/edgar/data/1282631/000110465925097229/0001104659-25-097229-index.htm
- Equity Issuances
  NETLIST INC issued 14,285,716 shares of common stock to certain investors for $0.70 per Share and accompanying Warrants.
  - Security: common stock
  - Shares: 14,285,716 shares
  - Purchaser: certain investors
  - Consideration: $0.70 per Share and accompanying Warrants
  source text: the Company agreed to issue and sell to the Purchasers in a registered offering (the “Offering”) an aggregate of (i) 14,285,716 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and (ii) Common Stock Purchase Warrants (the “Warrants”) to purchase up to an aggregate of 28,571,432 shares of Common Stock (the “Warrant Shares”) at a combined purchase price of $0.70 per Share and accompanying Warrants
  evidence_url: https://www.sec.gov/Archives/edgar/data/1282631/000110465925097229/0001104659-25-097229-index.htm
- Equity Issuances
  NETLIST INC issued 28,571,432 shares of Common Stock of warrant to certain investors for $0.70 per Share and accompanying Warrants.
  - Security: warrant
  - Shares: 28,571,432 shares of Common Stock
  - Purchaser: certain investors
  - Consideration: $0.70 per Share and accompanying Warrants
  source text: the Company agreed to issue and sell to the Purchasers in a registered offering (the “Offering”) an aggregate of (i) 14,285,716 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and (ii) Common Stock Purchase Warrants (the “Warrants”) to purchase up to an aggregate of 28,571,432 shares of Common Stock (the “Warrant Shares”) at a combined purchase price of $0.70 per Share and accompanying Warrants
  evidence_url: https://www.sec.gov/Archives/edgar/data/1282631/000110465925097229/0001104659-25-097229-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.