{"filing":{"accession_number":"0001104659-26-090641","cik":"0001282631","ticker":"NLST","company_name":"NETLIST INC","form":"8-K","filing_date":"2026-08-05","report_date":"2026-08-04","primary_document":"tm2622153d1_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1282631/000110465926090641/tm2622153d1_8k.htm"},"events":[{"id":24380,"run_id":22084,"accession_number":"0001104659-26-090641","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"summary":"Netlist entered into multiple material definitive agreements with Samsung, including a Patent Cross License Agreement generating $239 million upfront plus up to $32.9 million quarterly payments over five years, a Supply Agreement for up to $1.5 billion in DRAM/NAND products, a Settlement Agreement resolving pending litigation, and a Securities Purchase Agreement for 10 million shares at $1 million per share. This strategic alliance fundamentally alters the commercial relationship between the parties and represents a significant capital event and operational partnership.","company_name":"NETLIST INC","ticker":"NLST","filing_date":"2026-08-05","form":"8-K","submitted_at":null,"items":[{"id":24907,"accession_number":"0001104659-26-090641","item_number":"1.01","item_title":"Entry into Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"This disclosure centers on entry into multiple material definitive agreements with Samsung: a Patent Cross License Agreement generating $239 million upfront plus up to $32.9 million quarterly payments over five years, a Supply Agreement for up to $1.5 billion in DRAM/NAND products, a Settlement Agreement resolving pending litigation, and a Securities Purchase Agreement for 10 million shares at $1 million. While not a traditional M\u0026A transaction, the cross-license with substantial royalty payments, supply commitment, and equity investment constitute a material strategic alliance that would affect a reasonable investor's assessment of the company's revenue streams, IP monetization, and strategic positioning.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-06T02:30:29.870747+00:00","company_name":"","ticker":null,"filing_date":""},{"id":24908,"accession_number":"0001104659-26-090641","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses an unregistered sale of equity securities to Samsung: \"Samsung will purchase ten million shares of Netlist common stock\" in connection with a strategic alliance and memory product supply agreement. The press release confirms this is \"a transaction not involving a public offering\" and the securities are unregistered under the Securities Act of 1933. This is a material dilutive issuance to a strategic partner.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-06T02:30:29.870747+00:00","company_name":"","ticker":null,"filing_date":""},{"id":24909,"accession_number":"0001104659-26-090641","item_number":"8.01","item_title":"Other Events.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"Netlist announced entry into multiple strategic agreements with Samsung: a patent portfolio cross-license, a memory product supply agreement, and a settlement of pending litigation. Samsung will purchase 10 million shares of Netlist common stock. While the filing emphasizes these as a \"strategic alliance\" rather than a traditional M\u0026A transaction, the combination of cross-licensing, supply arrangements, equity investment, and settlement of all pending legal actions constitutes a material transaction that fundamentally alters the commercial relationship between the parties and represents a significant capital event (equity issuance) and operational partnership.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-06T02:30:29.870747+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":24907,"accession_number":"0001104659-26-090641","item_number":"1.01","item_title":"Entry into Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"This disclosure centers on entry into multiple material definitive agreements with Samsung: a Patent Cross License Agreement generating $239 million upfront plus up to $32.9 million quarterly payments over five years, a Supply Agreement for up to $1.5 billion in DRAM/NAND products, a Settlement Agreement resolving pending litigation, and a Securities Purchase Agreement for 10 million shares at $1 million. While not a traditional M\u0026A transaction, the cross-license with substantial royalty payments, supply commitment, and equity investment constitute a material strategic alliance that would affect a reasonable investor's assessment of the company's revenue streams, IP monetization, and strategic positioning.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-06T02:30:29.870747+00:00","company_name":"NETLIST INC","ticker":"NLST","filing_date":"2026-08-05"},{"id":24908,"accession_number":"0001104659-26-090641","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses an unregistered sale of equity securities to Samsung: \"Samsung will purchase ten million shares of Netlist common stock\" in connection with a strategic alliance and memory product supply agreement. The press release confirms this is \"a transaction not involving a public offering\" and the securities are unregistered under the Securities Act of 1933. This is a material dilutive issuance to a strategic partner.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-06T02:30:29.870747+00:00","company_name":"NETLIST INC","ticker":"NLST","filing_date":"2026-08-05"},{"id":24909,"accession_number":"0001104659-26-090641","item_number":"8.01","item_title":"Other Events.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"Netlist announced entry into multiple strategic agreements with Samsung: a patent portfolio cross-license, a memory product supply agreement, and a settlement of pending litigation. Samsung will purchase 10 million shares of Netlist common stock. While the filing emphasizes these as a \"strategic alliance\" rather than a traditional M\u0026A transaction, the combination of cross-licensing, supply arrangements, equity investment, and settlement of all pending legal actions constitutes a material transaction that fundamentally alters the commercial relationship between the parties and represents a significant capital event (equity issuance) and operational partnership.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-06T02:30:29.870747+00:00","company_name":"NETLIST INC","ticker":"NLST","filing_date":"2026-08-05"}]}