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Subsequent Events | 6 Months Ended
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Jun. 27, 2026
Subsequent Events |
Subsequent Events | ​ ​ ​ ​ ​ ​ Note 9 – Subsequent Events ​ Patent Cross License Agreement ​ On August 4, 2026, we entered into a five-year term Patent Cross License Agreement (the “Samsung License Agreement”) with Samsung, effective as of July 31, 2026 (the “Effective Date”). Pursuant to the Samsung License Agreement, each party grants the other party a worldwide, non-exclusive, non-transferable, non-sublicensable, royalty-bearing (in the case of Samsung as licensee) or royalty-free (in the case of us as licensee) licenses to certain patents. In consideration of the license under our patents, Samsung will pay the Company an upfront license fee of $200 million plus quarterly license fees of up to $27.5 million for each of the twenty calendar quarters from the Effective Date through the second calendar quarter of 2031, with the amount of each quarterly license fee payment to be calculated in accordance with a revenue-based formula set forth in the Samsung License Agreement. These quarterly amounts may be subject to certain adjustments and refund rights of Samsung. Under the Samsung License Agreement, Samsung is responsible for all Korean withholding taxes applicable to the license fee payments and is required to gross up such payments so that the Company receives the full stated amounts. As a result, Samsung’s total payment obligation under the License Agreement, inclusive of estimated Korean withholding taxes payable to the Korean tax authorities, is up to approximately $898 million consisting of approximately $239 million in upfront fees and $32.9 million in fees per quarter. ​ Company counsel for the Samsung litigation is entitled to receive 7.5% of amounts paid pursuant to the Samsung License Agreement when such amounts are paid to the Company. ​ Settlement Agreement ​ On August 4, 2026, we entered into a Settlement and Release Agreement (the “Settlement Agreement”) effective as of the Effective Date with Samsung. The Settlement Agreement was entered into in settlement of the pending legal proceedings between us and Samsung identified therein. ​ Supply Agreement ​ On August 4, 2026, we entered into a five-year Supply Agreement (the “Supply Agreement”) with Samsung Semiconductor, effective as of the Effective Date. Pursuant to the Supply Agreement, the Company has the right to purchase from Samsung Semiconductor up to $300 million of DRAM and NAND products each year for an aggregate of up to $1.5 billion during the term of the Supply Agreement on the pricing terms set forth therein. ​ ITC Cooperation Agreement ​ On August 4, 2026, in connection with the Settlement Agreement, we also entered into an ITC Cooperation Agreement with Samsung with a term of five years during which time Samsung agreed to produce or provide certain information, documents, or declarations to us to use in future ITC actions against third parties. Securities Purchase Agreements ​ On August 4, 2026, in connection with and as a condition to the parties’ entry into the Supply Agreement and effective as of July 31, 2026, we entered into a Securities Purchase Agreement and a Lock-Up and Release Agreement with Samsung Semiconductor. Pursuant to the Securities Purchase Agreement, Samsung Semiconductor purchased 10 million shares (the “Shares”) of our common stock for an aggregate cash purchase price of $1 million. Pursuant to the Lock-up and Release Agreement, twenty percent of the Shares will be released from the disposition and transfer restrictions set forth therein on each of the first, second, third and fourth anniversaries of the issuance of the Shares, with the remaining Shares released on the fifth anniversary. The issuance of the Shares to Samsung Semiconductor was not registered under the Securities Act of 1933, as amended (the “Securities Act”), and we and Samsung Semiconductor have agreed that the issuance of the Shares will be accomplished in reliance upon Section 4(a)(2) of the Securities Act. The closing of the transactions contemplated by the Securities Purchase Agreement occurred on August 6, 2026. ​ Warrant Exercises ​ From June 28, 2026 and through August 6, 2026, we received $5.5 million in proceeds from the cash exercise of issued and outstanding warrants to purchase 5,676,949 shares of common stock. No changes to existing warrant terms were made in connection with these exercises. ​ Netlist, Inc. 2026 Performance Equity Plan and Grant ​ On July 1, 2026, we adopted the 2026 Plan. Pursuant to the terms of the 2026 Plan, we may, under the direction of the Board, make grants of stock options, restricted and unrestricted stock awards and other stock-based awards to employees (including current and future executives), consultants and directors. We reserved 33,600,000 shares of common stock for issuance under the 2026 Plan. The 2026 Plan was approved by the Board without stockholder approval. On July 16, 2026, the Board granted Chun K. Hong, our President, Chief Executive Officer and Chairperson of our Board, restricted stock units to be settled in shares of our common stock pursuant to the 2026 Plan. The restricted stock units will vest in accordance with performance milestones and time-based vesting schedules. ​ ​ ​

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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