Netlist 2026年季度报告

FORM10-Q (Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934For the quarterly period ended June 27, 2026 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934For the transition period from _____ to _____Commission file number: 001-33170 (I.R.S. Employer Identification No.) 111 Academy, Suite 100Irvine, California(Address of principal executive offices) (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 period thatthe registrant was required to file such reports), and (2)has been subject to such filing requirements for thepast 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File requiredto be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files). 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 “largeaccelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.Large accelerated filer◻Accelerated filer◻ Non-accelerated filer⌧ Smaller reporting company☒ Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant toSection 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the ExchangeAct).Yes☐No☒ As of August 6, 2026, there were 349,583,129 outstanding shares of the registrant’s common stock. NETLIST, INC. AND SUBSIDIARIES Form 10-Q For the Quarter Ended June 27, 2026 TABLE OF CONTENTS PagePARTI. — FINANCIAL INFORMATIONItem 1Financial Statements3Item 2Management’s Discussion and Analysis of Financial Condition and Resultsof Operations33Item 3Quantitative and Qualitative Disclosures About Market Risk40Item 4Controls and Procedures40PARTII. — OTHER INFORMATIONItem 1Legal Proceedings42Item 1ARisk Factors42Item 2Unregistered Sales of Equity Securities and Use of Proceeds43Item 3Defaults Upon Senior Securities43Item 4Mine Safety Disclosures43Item 5Other Information43Item 6Exhibits44SIGNATURES45 PARTI. — FINANCIAL INFORMATION CONDENSED CONSOLIDATED BALANCE SHEETS(In thousands, except par value) (Unaudited) See accompanying Notes to Condensed Consolidated Financial Statements. NETLIST,INC. AND SUBSIDIARIES 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) 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 in accordancewith accounting principles generally accepted in the United States of America (“U.S. GAAP”).Certain information and footnote disclosures normally included in the condensed consolidatedfinancial statements prepared in accordance with U.S. GAAP have been condensed or omittedpursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).These condensed consolidated financial statements should be read in conjunction with theconsolidated financial statements and notes thereto as of and for the year ended December 27,2025, included in our Annual Report on Form10-K filed with the SEC on March19, 2026. In the opinion of management, all adjustments for the fair presentation of our condensedconsolidated financial statements have been made. The adjustments are of a normal recurringnature except as otherwise noted. The results of operations for the interim periods are notnecessarily indicative of the results to be expected for other periods or the full fiscal year. Wehave evaluated events occurring subsequent to June 27, 2026 through the filing date of thisQuarterly Report on Form 10-Q and concluded that there were no events that requiredrecognition and disclosures other than those discussed elsewhere in the notes hereto. Principles of Consolidation The condensed consolidated financial statements include the accounts of Netlist, Inc. and itswholly owned subsidiaries. All intercompany balances and transactions have been eliminated inconsolidation. Fiscal Year Our fiscal year