UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 29, 2020
NETLIST, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33170 | 95-4812784 |
| (State or Other Jurisdiction of | (Commission | (I.R.S. Employer |
| Incorporation) | File Number) | Identification Number) |
175 Technology Drive, Suite 150
Irvine, California 92618
(Address of Principal Executive Offices) (Zip Code)
(949) 435-0025
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Common stock, par value $0.001 per share | NLST | None |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry into a Material Definitive Agreement.
On January 29, 2020, Netlist, Inc. (the “Company”) and TR Global Funding V, LLC (“TRGP”) entered into a First Amendment to the Investment Agreement (the “Amendment”), with an effective date of January 23, 2020. The Amendment updates certain provisions of the Investment Agreement between the Company and TRGP dated May 3, 2017 (the “Original Agreement”). Under the Original Agreement, TRGP directly funded costs incurred by the Company in connection with certain legal proceedings against SK hynix. Under the Amendment, the parties have agreed to modify the recovery sharing formula related to claims against SK hynix for alleged infringement of Netlist patents. All other terms of the Original Agreement remain unchanged.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated in this Item 2.03 by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NETLIST, INC. | ||
| February 4, 2020 | By: | /s/ Gail M. Sasaki |
| Gail M. Sasaki | ||
| Vice President and Chief Financial Officer | ||