NETLIST,INC. (NASDAQ:NLST) Files An 8-K Entry into a Material Definitive Agreement

NETLIST,INC. (NASDAQ:NLST) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.

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As previously reported, on April17, 2017, Netlist,Inc. (the“Company”) entered into a rights agreement (the“Rights Agreement”) with Computershare Trust Company, N.A., as rights agent, to which the Company’s Board of Directors (the“Board”) authorized and declared a dividend of one right (each, a“Right”) for each outstanding share of the Company’s common stock, par value $0.001 per share (“Common Stock”), to stockholders of record at the close of business on May18, 2017 (the “Record Date”), and authorized the issuance of one Right for each share of Common Stock issued by the Company (except as otherwise provided in the Rights Agreement) between the Record Date and the Expiration Date (as defined in the Rights Agreement). The Board approved the Rights Agreement as part of the Company’s strategy in connection with its legal proceedings for patent infringement against SK hynix,Inc. (“SK hynix”).

On April16, 2018, the Company entered into an amendment (the“Amendment”) to the Rights Agreement. The Amendment amends the definition of “Expiration Date” in the Rights Agreement to incorporate all of the Company’s legal proceedings against SK hynix, and amends the definition of “Final Expiration Date” in the Rights Agreement to mean the close of business on April17, 2019. Accordingly, the Amendment extends the final expiration of the Rights issued to the Rights Agreement from April17, 2018 to April17, 2019. As a result and to the Amendment, the Rights will expire and become unexercisable on or before, in accordance with the terms of the Rights Agreement, the close of business on April17, 2019.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text thereof, a copy of which has been filed as Exhibit4.1 hereto and is incorporated herein by reference.

Item 1.01. Material Modification of Rights of Security Holders.

The information set forth under Item 1.01 of this Current Report on Form8-K is incorporated into this Item 1.01 by reference.

Item 1.01. Other Events.

On April16, 2018, the Company issued a press release announcing the issuance of an Initial Determination (“ID”) related to the Company’s legal proceedings for patent infringement filed in the U.S. International Trade Commission (“ITC”) against SK hynix. The Company has filed two separate actions in the ITC against SK hynix, and the ID grants SK hynix’s motion for summary determination of non-infringement in the Company’s second ITC action and terminates the ITC’s investigation related to this action. The ID is now subject to review by the ITC Commission, and the ITC will issue a Final Determination for the Company’s second ITC action at the conclusion of such review. This press release is attached as Exhibit99.1 to this Current Report on Form8-K and is incorporated into this Item 1.01 by reference.

In addition, on April17, 2018, the Company issued a press release announcing the Amendment. This press release is attached as Exhibit99.2 to this Current Report on Form8-K and is incorporated into this Item 1.01 by reference.

Item 1.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number

Description

4.1

Amendment No.1 to Rights Agreement, dated as of April16, 2018, by and between Netlist,Inc. and Computershare Trust Company, N.A., as rights agent.

99.1

Press Release, dated April16, 2018, issued by Netlist,Inc.

99.2

Press Release, dated April17, 2018, issued by Netlist,Inc.


NETLIST INC Exhibit
EX-4.1 2 a18-11069_1ex4d1.htm EX-4.1 Exhibit 4.1   AMENDMENT NO. 1 TO RIGHTS AGREEMENT   This AMENDMENT NO. 1 TO RIGHTS AGREEMENT (this “Amendment”),…
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About NETLIST,INC. (NASDAQ:NLST)

Netlist, Inc. designs, manufactures and sells a range of memory subsystems for datacenter, data storage and computing markets. The Company operates in the segment of design and manufacture of memory subsystems for the server, computing and communications markets. The Company’s memory subsystems consist of combinations of dynamic random access memory integrated circuits (DRAM ICs or DRAM), NAND flash memory (NAND flash), application-specific integrated circuits (ASICs) and other components assembled on printed circuit boards (PCBs). The Company primarily markets and sells its products to original equipment manufacturer (OEM) customers, hyper scale datacenter operators and data storage vendors. The Company’s products include NVvault, HyperCloud, and specialty memory modules and flash-based products. NVvault is a memory subsystem that incorporates both DRAM and NAND flash in a single persistent dual-in line memory module (DIMM) solution.

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