Netlist与Micron达成诉讼和解及五年专利许可协议，Micron将支付6亿美元许可费并购买1000万股

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): October 5, 2026

NETLIST, INC.

(Exact name of registrant as specified in its charter)

111 Academy, Suite 100

Irvine, California 92617

(Address of principal executive offices)

(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:

Securities registered pursuant to Section 12(b) of the Act:

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 Material Definitive Agreement.

Settlement Agreement

On October 5, 2026, Netlist, Inc. (the “Company”) entered into a Settlement and Release Agreement (the “Settlement Agreement”) with Micron Technology, Inc, a Delaware Corporation (“Micron”), which settles and mutually releases all pending legal proceedings between the Company and Micron identified therein.

Patent License Agreement

On October 5, 2026, the Company entered into a Patent License Agreement (the “License Agreement”) with Micron. Pursuant to the License Agreement, the Company grants Micron a worldwide, non-exclusive, non-transferable, non-sublicensable five-year term license to the Company’s entire worldwide patent portfolio.

Payments by Micron to Company

Under the License Agreement, Micron will pay the Company quarterly license fees of $30 million for each of the twenty calendar quarters from the fourth calendar quarter of 2026 through the third calendar quarter of 2031, for a total value of $600 million during the five-year term of the License Agreement.

Securities Purchase and Lock-up and Release Agreements

On October 5, 2026, the Company entered into a Securities Purchase Agreement and a Lock-Up and Release Agreement with Micron. Pursuant to the Securities Purchase Agreement, Micron purchased 10 million shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “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 Micron will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and the Company and Micron 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 will occur on or before October 6, 2026.

Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding the anticipated benefits, timing, and financial impact of the Settlement Agreement, the License Agreement, the Securities Purchase Agreement, and the Lock-Up Agreement, the expected receipt and timing of payments thereunder, and the Company’s ongoing litigation and licensing efforts. These forward-looking statements are based on the Company’s current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially, including risks related to the Company’s ability to collect amounts owed to it under the License Agreement, the outcome of the Company’s pending and future litigation with other parties, and other risks described in the Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. The Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date hereof, except as required by law.

Item 3.02. Unregistered Sales of Equity Securities.

To the extent required by Item 3.02 of Current Report on Form 8-K, the disclosures in Item 1.01 of this Current Report on Form 8-K under the headings “Securities Purchase and Lock-Up and Release Agreements” are hereby incorporated by reference.

Item 8.01. Other Events.

Press Release

On October 6, 2026, the Company issued a press release announcing its entry into the Settlement Agreement, the License Agreement, and the Securities Purchase Agreement. A copy of the press release is furnished hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURE

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.