Netlist美股招股说明书(2025-10-07版)

14,285,716 Shares of Common StockCommon Stock Purchase Warrants to Purchase 28,571,432 Shares of CommonStock We are offering 14,285,716 shares of our common stock, par value $0.001 per share, and CommonStock Purchase Warrants, or the Warrants, to purchase up to 28,571,432 shares of our common stock, in thisoffering (and the shares of common stock issuable from time to time upon exercise of these Warrants)pursuant to this prospectus supplement and accompanying prospectus. Each share of common stock we sellin the offering will be accompanied by a Warrant to purchase up to two shares of common stock at anexercise price of $0.70 per share. Each share of common stock and accompanying Warrant will be sold at acombined purchase price of $0.70. The shares of common stock and Warrants are immediately separable andwill be issued separately but can only be purchased together in this offering. Our common stock trades on the OTCQBmarketplace under the symbol “NLST.” On October3,2025, the last reported sales price of our common stock on the OTCQBmarketplace was $1.04 per share.®® Investing in our securities involves a high degree of risk. Before deciding whether to invest in our securities,you should review carefully the risks and uncertainties described under the heading “Risk Factors” beginningon pageS-7of this prospectus supplement and the risk factors incorporated by reference into this prospectussupplement and accompanying prospectus. This prospectus supplement should be read in conjunction with andmay not be delivered or utilized without the prospectus dated August14, 2024. We have retained Roth Capital Partners, LLC, or the Placement Agent, to act as our exclusiveplacement agent in connection with the securities offered by this prospectus supplement and accompanyingprospectus. The Placement Agent is not purchasing or selling any of these securities nor is it required to sell anyspecific number or dollar amount of securities, but has agreed to use its reasonable best efforts to sell thesecurities offered by this prospectus supplement and accompanying prospectus. We have agreed to pay thePlacement Agent the Placement Agent fees set forth in the table below. We estimate the expenses of this offering, excluding Placement Agent fees, will be approximately$542,000. After deducting the fees due to the Placement Agent and our estimated offering expenses, weexpect the net proceeds from this offering to be approximately $9.1 million, assuming no exercise of theWarrants. Delivery of the shares of common stock and Warrants is expected to be made on or aboutOctober7, 2025, subject to customary closing conditions. We are a smaller reporting company under the federal securities laws and, as such, are subject tocertain reduced public company reporting requirements. See “Prospectus Summary — Implications of Beinga Smaller Reporting Company” on pageS-4of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement or the accompanying prospectus istruthful or complete. Any representation to the contrary is a criminal offense. Roth Capital Partners The date of this prospectus supplement is October6, 2025. TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENTS-1SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-2PROSPECTUS SUMMARYS-4SUMMARY OF THE OFFERINGS-6RISK FACTORSS-7USE OF PROCEEDSS-9DILUTIONS-10DESCRIPTION OF SECURITIES WE ARE OFFERINGS-11PLAN OF DISTRIBUTIONS-13LEGAL MATTERSS-15EXPERTSS-15WHERE YOU CAN FIND MORE INFORMATIONS-15INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCES-15 ABOUT THIS PROSPECTUS1ABOUT NETLIST, INC.2RISK FACTORS3SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS4USE OF PROCEEDS5SECURITIES WE MAY OFFER6DESCRIPTION OF CAPITAL STOCK7DESCRIPTION OF WARRANTS10DESCRIPTION OF UNITS11PLAN OF DISTRIBUTION12LEGAL MATTERS14EXPERTS14INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE14WHERE YOU CAN FIND MORE INFORMATION16 No dealer, salesperson or other person is authorized to give any information or to represent anythingnot contained in this prospectus supplement or the accompanying prospectus. You must not rely on anyunauthorized information or representations. This prospectus supplement and the accompanying prospectusare an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictionswhere it is lawful to do so. The information contained in this prospectus supplement and the accompanyingprospectus is current only as of their respective dates. ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus is part of a registration statement that wefiled with the Securities and Exchange Commission, or SEC, utilizing a “shelf” registration process. Eachtime we sell securities under the accompanying prospectus we will provide a prospectus supplement thatwill contain specific information about the terms of that offerin