Netlist 2024年度报告

FORM10-K (Mark One)⌧ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934For the fiscal year endedDecember 28, 2024or◻TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934For the transition period from _____ to _____Commission file number001-33170 NETLIST,INC.(Exact name of registrant as specified in its charter) (I.R.S. employer Identification No.) 111 Academy,Suite 100Irvine,California(Address of principal executive offices) 92617(Zip Code) Securities registered pursuant to Section12(b) of the Act:NoneSecurities registered pursuant to Section12(g) of the Act: Common Stock, par value$0.001 per share Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of theSecurities Act.Yes◻No⌧ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 orSection15(d) of the Act.Yes◻No⌧ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorterperiod that the registrant was required to file such reports), and (2)has been subject to such filingrequirements for the past 90days.Yes⌧No◻ Indicate by check mark whether the registrant has submitted electronically every Interactive Data Filerequired to be submitted pursuant to Rule405 of RegulationS-T (§232.405 of this chapter) during thepreceding 12months (or for such shorter period that the registrant was required to submit suchfiles).Yes⌧No◻ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule12b-2 of the Exchange Act. Large accelerated filer◻ Smaller reporting company⌧ Non-accelerated filer⌧ Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use theextended transition period for complying with any new or revised financial accounting standardsprovided pursuant to Section 13(a) of the Exchange Act.◻ Indicate by check mark whether the registrant has filed a report on and attestation to its management’sassessment of the effectiveness of its internal control over financial reporting under Section 404(b) ofthe Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared orissued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether thefinancial statements of the registrant included in the filing reflect the correction of an error to previouslyissued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required arecovery analysis of incentive-based compensation received by any of the registrant’s executiveofficers during the relevant recovery period pursuant to §240.10D-1(b).◻ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of theAct).Yes◻No⌧ The aggregate market value of the registrant’s voting and non-voting common stock held by non-affiliates of the registrant as of June 28, 2024, the last business day of the registrant’s most recentlycompleted second fiscal quarter, was approximately$338.6million. As of March 21, 2025, the registrant had273,944,997shares of common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. Netlist, Inc. and Subsidiaries Form 10-K For the Fiscal Year Ended December 28, 2024TABLE OF CONTENTS PagePART IItem1Business4Item1ARisk Factors10Item1BUnresolved Staff Comments40Item 1CCybersecurity40Item2Properties42Item3Legal Proceedings43Item4Mine Safety Disclosures43PART IIItem5Market for Registrant’s Common Equity, Related Stockholder Mattersand Issuer Purchases of Equity Securities44Item6[Reserved]45Item7Management’s Discussion and Analysis of Financial Condition andResults of Operations46Item7AQuantitative and Qualitative Disclosures About Market Risk54Item8Financial Statements and Supplementary Data55Item9Changes in and Disagreements With Accountants on Accounting andFinancial Disclosure87Item9AControls and Procedures87Item 9BOther Information88Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections88PART IIIItem10Directors, Executive Officers and Corporate Governance89Item11Executive Compensation90Item12Security Ownership of Certain Beneficial Owners and Managementand Related Stockholder Matters96Item13Certain Relationships and Related Transactions, and DirectorIndependence97Item14Principal Accountant Fees and Services98PART IVItem15Exhibits and Financial Statement Schedules99Item16Form 10-K Summary102Signatures103 CAUTIONARYNOTE ABOUT FORWARD-LOOKING STATEMENTS This report includes “forward-looking stateme