Netlist 2025年季度报告

FORM10-Q (Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934For the quarterly period endedMarch 29, 2025 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934For the transition period from _____ to _____Commission file number:001-33170 95-4812784 (I.R.S. Employer Identification No.) (949)435-0025(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act:None Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or15(d)of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2)has been subject to such filing requirementsfor the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data Filerequired to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during thepreceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Large accelerated filer◻Accelerated filer◻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 growth company”in Rule 12b-2 of the Exchange Act. Smaller reporting company⌧Emerging growth company☐ Non-accelerated filer⌧ 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 standards providedpursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of theExchange Act).Yes☐No☒ As of May 9, 2025, there were274,803,498outstanding shares of the registrant’s common stock. NETLIST, INC. AND SUBSIDIARIES Form 10-Q For the Quarter Ended March 29, 2025 TABLE OF CONTENTS PagePARTI. — FINANCIAL INFORMATIONItem 1Financial Statements3Item 2Management’s Discussion and Analysis of Financial Condition andResults of Operations25Item 3Quantitative and Qualitative Disclosures About Market Risk31Item 4Controls and Procedures31PARTII. — OTHER INFORMATIONItem 1Legal Proceedings33Item 1ARisk Factors33Item 2Unregistered Sales of Equity Securities and Use of Proceeds64Item 3Defaults Upon Senior Securities64Item 4Mine Safety Disclosures64Item 5Other Information64Item 6Exhibits65SIGNATURES66 PARTI. — FINANCIAL INFORMATION Item 1.Financial StatementsNETLIST,INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS(In thousands, except par value) (Unaudited) See accompanying Notes to Condensed Consolidated Financial Statements. NETLIST,INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(In thousands, except per share amounts) (Unaudited) See accompanying Notes to the Condensed Consolidated Financial Statements. BNETLIST,INC. AND SUBSIDIARIES NETLIST,INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(In thousands) (Unaudited) Three Months EndedMarch29,March30, See accompanying Notes to the Condensed Consolidated Financial Statements. NETLIST,INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements(Unaudited) Note 1—Summary of Significant Accounting Policies Basis of Presentation Our unaudited condensed consolidated financial statements have been prepared inaccordance with accounting principles generally accepted in the United States of America(“U.S. GAAP”). Certain information and footnote disclosures normally included in thecondensed consolidated financial statements prepared in accordance with U.S. GAAP havebeen condensed or omitted pursuant to the rules and regulations of the Securities andExchange Commission (“SEC”). These condensed consolidated financial statements shouldbe read in conjunction with the consolidated financial statements and notes thereto as ofand for the year ended December 28, 2024, included in our Annual Report on Form10-Kfiled with the SEC on March28, 2025. In the opinion of management, all adjustments for the fair presentation of our condensedconsolidated financial statements have been made. The adjustments are of a normalrecurring nature except as otherwise noted. The results of operations for the interim periodsare not necessarily indicative of the results to be expected for other periods or the full fiscalyear. We have evaluated events occurring subsequent to March 29, 2025 through the filingdate of this Quarterly Report on Form 10-Q and concluded that there were no events thatrequired recognition and disclosures other than those discussed elsewhere in the noteshereto. Principles of Consolidation The condensed consolidated financial stat