Netlist Announces $12.0 Million Registered Direct Offering

Netlist, Inc. announced that it has entered into a definitive agreement for the purchase and sale of an aggregate of 17,142,860 shares of its common stock and warrants to purchase up to 34,285,720 shares of common stock at a combined purchase price of $0.70 per share and accompanying warrants in a registered direct offering.

For each share of common stock purchased, investors will receive a warrant to purchase up to 2 shares of common stock. The warrants will have an exercise price of $0.70 per share, be immediately exercisable and will expire 5 years following the date of issuance.

Chun K. Hong, the Company’s president, CEO, and chairman of the Company’s Board of Directors has agreed to purchase $3.0 million on the same terms and conditions as the other investors in the offering.

The offering is expected to close on or about June 25, 2025, subject to the satisfaction of customary closing conditions.

Roth Capital Partners is acting as the exclusive placement agent for the offering.

The gross proceeds from the offering to the Company are expected to be $12.0 million, before deducting placement agent’s fees and other offering expense payable by the Company. The Company intends to use the net proceeds from the offering for general corporate purposes, including working capital.

A shelf registration statement on Form S-3 (File No. 333-280985) relating to the securities being offered was originally filed with the US SEC on July 24, 2024, as amended by a Pre-Effective Amendment No. 1 to Form S-3 filed with the SEC on August 7, 2024, and declared effective on August 14, 2024. The offering is being made only by means of a prospectus supplement and accompanying prospectus that form a part of the shelf registration statement.

The final prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Electronic copies of the final prospectus supplement and accompanying prospectus relating to the offering, when filed, may be obtained on the SEC’s website at www.sec.gov or by contacting Roth Capital Partners, LLC, 888 San Clemente Drive, Newport Beach, CA 92660 or by email at rothecm@roth.com.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful, prior to registration or qualification under the securities laws of any such state or jurisdiction.