Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 30, 2024 | Apr. 30, 2024 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | NETLIST INC | |
Entity Central Index Key | 0001282631 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 30, 2024 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-33170 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 95-4812784 | |
Entity Address, Address Line One | 111 Academy, Suite 100 | |
Entity Address, City or Town | Irvine | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92617 | |
City Area Code | 949 | |
Local Phone Number | 435-0025 | |
Title of 12(b) Security | None | |
Entity Current Reporting Status | Yes | |
Current Fiscal Year End Date | --12-28 | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 255,588,584 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 30, 2024 | Dec. 30, 2023 |
Current Assets: | ||
Cash and cash equivalents | $ 28,736 | $ 40,445 |
Restricted cash | 12,400 | 12,400 |
Accounts receivable, net of allowances of $68 (2023) and $137 (2022) | 4,529 | 4,562 |
Inventories | 15,169 | 12,031 |
Prepaid expenses and other current assets | 1,153 | 441 |
Total current assets | 61,987 | 69,879 |
Property and equipment, net | 722 | 770 |
Operating lease right-of-use assets | 1,423 | 1,590 |
Other assets | 484 | 560 |
Total assets | 64,616 | 72,799 |
Current Liabilities: | ||
Accounts payable | 43,042 | 39,831 |
Revolving line of credit | 4,381 | 3,844 |
Accrued payroll and related liabilities | 1,585 | 1,346 |
Accrued expenses and other current liabilities | 3,559 | 2,569 |
Long-term debt due within one year | 377 | |
Total current liabilities | 52,944 | 47,590 |
Operating lease liabilities | 1,072 | 1,213 |
Other liabilities | 249 | 237 |
Total liabilities | 54,265 | 49,040 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value-10,000 shares authorized: Series A preferred stock, $0.001 par value; 1,000 shares authorized; none issued and outstanding | ||
Common stock, $0.001 par value-450,000 shares authorized; 253,593 (2023) and 232,557 (2022) shares issued and outstanding | 256 | 254 |
Additional paid-in capital | 310,886 | 307,328 |
Accumulated deficit | (300,791) | (283,823) |
Total stockholders' equity | 10,351 | 23,759 |
Total liabilities and stockholders' equity | $ 64,616 | $ 72,799 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 30, 2024 | Dec. 30, 2023 |
Accounts receivable, allowance for doubtful accounts | $ 76 | $ 68 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 450,000,000 | 450,000,000 |
Common stock, shares issued | 255,589,000 | 253,593,000 |
Common stock, shares outstanding | 255,589,000 | 253,593,000 |
Series A Preferred Stock | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Net sales | $ 35,807 | $ 9,021 |
Cost of sales | 35,092 | 8,461 |
Gross profit | 715 | 560 |
Operating expenses: | ||
Research and development | 2,441 | 2,301 |
Intellectual property legal fees | 12,540 | 11,070 |
Selling, general and administrative | 3,116 | 3,030 |
Total operating expenses | 18,097 | 16,401 |
Operating (loss) income | (17,382) | (15,841) |
Other income (expense), net: | ||
Interest income (expense), net | 377 | 56 |
Other income, net | 38 | (3) |
Total other income, net | 415 | 53 |
(Loss) income before provision for income taxes | (16,967) | (15,788) |
Provision for income taxes | 1 | |
Net (loss) income | $ (16,968) | $ (15,788) |
(Loss) earnings per share: | ||
Basic | $ (0.07) | $ (0.07) |
Diluted | $ (0.07) | $ (0.07) |
Weighted-average common shares outstanding: | ||
Basic | 254,931 | 235,121 |
Diluted | 254,931 | 235,121 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) shares in Thousands, $ in Thousands | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2022 | $ 233 | $ 250,428 | $ (223,425) | $ 27,236 |
Balance, shares at Dec. 31, 2022 | 232,557 | |||
Net Income (Loss) | (15,788) | (15,788) | ||
Issuance of common stock, net | $ 5 | 10,537 | 10,542 | |
Issuance of common stock, net shares | 4,920 | |||
Exercise of stock options | 264 | 264 | ||
Exercise of stock options, shares | 381 | |||
Stock-based compensation | 1,077 | 1,077 | ||
Restricted stock units vested and distributed | $ 1 | (1) | ||
Restricted stock units vested and distributed, shares | 712 | |||
Balance at Apr. 01, 2023 | $ 239 | 262,305 | (239,213) | 23,331 |
Balance, shares at Apr. 01, 2023 | 238,570 | |||
Balance at Dec. 30, 2023 | $ 254 | 307,328 | (283,823) | 23,759 |
Balance, shares at Dec. 30, 2023 | 253,593 | |||
Net Income (Loss) | (16,968) | (16,968) | ||
Issuance of common stock, net | $ 1 | 2,130 | 2,131 | |
Issuance of common stock, net shares | 1,244 | |||
Exercise of stock options | 62 | $ 62 | ||
Exercise of stock options, shares | 78 | 78 | ||
Stock-based compensation | 1,374 | $ 1,374 | ||
Restricted stock units vested and distributed | $ 1 | (1) | ||
Restricted stock units vested and distributed, shares | 678 | |||
Tax withholdings related to net share settlements of equity awards | (7) | (7) | ||
Tax withholdings related to net share settlements of equity awards, shares | (4) | |||
Balance at Mar. 30, 2024 | $ 256 | $ 310,886 | $ (300,791) | $ 10,351 |
Balance, shares at Mar. 30, 2024 | 255,589 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (16,968) | $ (15,788) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 85 | 99 |
Non-cash lease expense | 167 | 166 |
Stock-based compensation | 1,374 | 1,077 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 33 | 2,300 |
Inventories | (3,138) | 1,727 |
Prepaid expenses and other assets | (136) | 261 |
Accounts payable | 3,211 | (2,098) |
Accrued payroll and related liabilities | 239 | (316) |
Accrued expenses and other liabilities | 915 | (142) |
Net cash provided by (used in) operating activities | (14,218) | (12,714) |
Cash flows from investing activities: | ||
Acquisition of property and equipment | (37) | |
Net cash used in investing activities | (37) | |
Cash flows from financing activities: | ||
Net borrowings (repayments) under line of credit | 537 | (4,935) |
Principal repayments under finance lease | (54) | (52) |
Payments on notes payable and long-term debt | (123) | (146) |
Proceeds from issuance of common stock, net | 2,131 | 10,542 |
Proceeds from exercise of stock options | 62 | 264 |
Payments for taxes related to net share settlement of equity awards | (7) | |
Net cash provided by financing activities | 2,546 | 5,673 |
Net change in cash, cash equivalents and restricted cash | (11,709) | (7,041) |
Cash, cash equivalents and restricted cash at beginning of period | 52,845 | 43,611 |
Cash, cash equivalents and restricted cash at end of period | $ 41,136 | $ 36,570 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | Mar. 30, 2024 | Apr. 01, 2023 |
Reconciliation of cash, cash equivalents and restricted cash at end of period: | ||
Cash and cash equivalents | $ 28,736 | $ 34,470 |
Restricted cash | 12,400 | 2,100 |
Cash, cash equivalents and restricted cash at end of period | $ 41,136 | $ 36,570 |
Description of Business
Description of Business | 3 Months Ended |
Mar. 30, 2024 | |
Description of Business | |
Description of Business | Note 1—Description of Business Netlist, Inc. and its wholly owned subsidiaries (collectively the “Company,” “Netlist,” “we,” “us,” or “our”) provides high-performance memory solutions to enterprise customers in diverse industries. Our products, in various capacities and form factors, including our line of custom and specialty memory products, bring leading performance to customers in a variety of industries globally. Netlist also licenses its intellectual property. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 30, 2024 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Certain information and footnote disclosures normally included in the condensed consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto as of and for the year ended December 30, 2023, included in the Company’s Annual Report on Form 10-K filed with the SEC on February 23, 2024. In the opinion of management, all adjustments for the fair presentation of the Company’s condensed consolidated financial statements have been made. The adjustments are of a normal recurring nature except as otherwise noted. The results of operations for the interim periods are not necessarily indicative of the results to be expected for other periods or the full fiscal year. The Company has evaluated events occurring subsequent to March 30, 2024 through the filing date of this Quarterly Report on Form 10-Q and concluded that there were no events that required recognition and disclosures other than those discussed elsewhere in the notes hereto. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of Netlist, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Fiscal Year The Company’s fiscal year is the 52- or 53-week period that ends on the Saturday nearest to December 31. The Company’s fiscal year 2024 will include 52 weeks and ends on December 28, 2024. Each quarter of fiscal year 2024 will be comprised of 13 weeks. Unless otherwise stated, references to particular years, quarters, months and periods refer to the Company’s fiscal years ended in January and the associated quarters, months and periods of those fiscal years. Use of Estimates The preparation of the accompanying condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported. Significant items subject to such estimates and assumptions made by management include, but not limited to, the determination of inventory reserves, allowance for doubtful accounts, and the discount rate used for lease obligation. Actual results may differ materially from those estimates. Recently Issued Accounting Standards In December 2023, the FASB issued Update 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” This update applies to all entities that are subject to Topic 740. The amendments in this update improve income tax disclosures primarily related to the rate reconciliation and income taxes paid information as well as the effectiveness of certain other income tax disclosures. The new standard is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. This standard should be applied on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the impact of adopting this new standard. |
Supplemental Financial Informat
Supplemental Financial Information | 3 Months Ended |
Mar. 30, 2024 | |
Supplemental Financial Information | |
Supplemental Financial Information | Note 3—Supplemental Financial Information Inventories Inventories consisted of the following (in thousands): March 30, December 30, 2024 2023 Raw materials $ 1,438 $ 4,133 Work in process 446 274 Finished goods 13,285 7,624 $ 15,169 $ 12,031 Loss Per Share The following table shows the computation of basic and diluted loss per share of common stock (in thousands, except per share data): Three Months Ended March 30, April 1, 2024 2023 Numerator: Net loss $ (16,968) $ (15,788) Denominator: Weighted-average basic shares outstanding - basic and diluted 254,931 235,121 Net loss per share - basic and diluted $ (0.07) $ (0.07) The table below shows potentially dilutive weighted average common share equivalents, consisting of shares issuable upon the exercise of outstanding stock options and warrants using the treasury stock method and the shares vesting of issuable upon the restricted stock units (“RSUs”). These potential weighted average common share equivalents have been excluded from the diluted net loss per share calculations above as their effect would be anti-dilutive (in thousands): Three Months Ended March 30, April 1, 2024 2023 Weighted average common share equivalents 2,035 3,193 Disaggregation of Net Sales The following table shows disaggregated net sales by major source (in thousands): Three Months Ended March 30, April 1, 2024 2023 Resales of third-party products $ 31,274 $ 6,909 Sale of the Company's modular memory subsystems 4,533 2,112 Total net sales $ 35,807 $ 9,021 Major Customers and Products The Company’s net product sales have historically been concentrated in a small number of customers. The following table sets forth the percentage of net product sales made to customers that each comprise 10% or more of total product sales: Three Months Ended March 30, April 1, 2024 2023 Customer A 27% 49% Customer B * 12% Customer C 10% * Customer D 12% * * Less than 10% of net sales during the period. As of March 30, 2024, two customers represented approximately 54% and 19% of aggregated gross accounts receivables, respectively. As of December 30, 2023, two customers represented approximately 60% and 10%, respectively, of aggregate gross accounts receivables. The loss of a major customer or a reduction in sales to or difficulties collecting payments from these customers could significantly reduce the Company’s net sales and adversely affect its operating results. The Company mitigates risks associated with foreign and domestic receivables by purchasing comprehensive credit insurance. The Company resells certain component products to end-customers that are not reached in the distribution models of the component manufacturers, including storage customers, appliance customers, system builders and cloud and datacenter customers. For the three months ended March 30, 2024 and April 1, 2023, resales of these products represented approximately 87% and 77% of net product sales, respectively. |
Credit Agreement and Standby Le
Credit Agreement and Standby Letters of Credit | 3 Months Ended |
Mar. 30, 2024 | |
Credit Agreement and Standby Letters of Credit | |
Credit Agreement and Standby Letters of Credit | Note 4—Credit Agreement and Standby Letters of Credit 2023 SVB Credit Agreement On November 7, 2023, we entered into a loan and security agreement (the “2023 SVB Credit Agreement”) with Silicon Valley Bank, a division of First-Citizen Bank & Trust Company (“SVB”), which provides for a revolving line of credit up to $10.0 million. The borrowing base is limited to 85% of eligible accounts receivable, subject to certain adjustments. Borrowings accrue interest on advance at a per annum rate equal to the greater of 8.50% and the Prime Rate. The maturity date is November 7, 2025. The 2023 SVB Credit Agreement requires letters of credit to be secured by cash, which is classified as restricted cash in the accompanying consolidated balance sheets. As of March 30, 2024 and December 30, 2023, (i) outstanding letters of credit and restricted cash were $12.4 million and $12.4 million, respectively, (ii) outstanding borrowings were $4.4 million and $3.8 million, respectively, and (iii) availability under the revolving line of credit was $0 and $0, respectively. As of March 30, 2024, all obligations under the 2023 SVB Credit Agreement were secured by a first priority security interest in our tangible and intangible assets. The 2023 SVB Credit Agreement subjects us to certain affirmative and negative covenants, including financial covenants with respect to our liquidity and restrictions on the payment of dividends. As of March 30, 2024, we were in compliance with our covenants under the 2023 SVB Credit Agreement. Standby Letters of Credit As of March 30, 2024, the amount of outstanding letters of credit was approximately $12.2 million, consisting of an irrevocable letter of credit issued by SVB on our behalf to a third party expiring on December 31, 2024, and two irrevocable letters of credit issued by Citibank, N.A. on our behalf to third parties expiring on May 15, 2025 and June 6, 2025, respectively. As of March 30, 2024, no amount has been drawn from the letters of credit. A standby letter of credit is a guarantee of payment issued by a bank on our behalf that is used as payment of last resort should we fail to fulfill a contractual commitment with a third party. |
Debt
Debt | 3 Months Ended |
Mar. 30, 2024 | |
Debt | |
Debt | Note 5—Debt The Company’s debt consisted of the following (in thousands): March 30, December 30, 2024 2023 Notes payable $ 377 $ — Less: amounts due within one year (377) — Long-term debt $ — $ — Insurance Policy Finance Agreement As of March 30, 2024 and December 30, 2023, we had $0.4 million and $0, respectively, in short-term notes payable for the financing of insurance policies. On January 23, 2024, we entered into a short-term note payable for $0.5 million bearing interest at 8.42% to finance insurance policies. Principal and interest payments on this note began on February 15, 2024 and are made evenly based on a straight line amortization over an 8-month period. |
Leases
Leases | 3 Months Ended |
Mar. 30, 2024 | |
Leases | |
Leases | Note 6—Leases The Company has operating and finance leases primarily associated with office and manufacturing facilities and certain equipment. The determination of which discount rate to use when measuring the lease obligation was deemed a significant judgment. Lease cost and supplemental condensed consolidated cash flow information related to operating and finance leases were as follows (in thousands): Three Months Ended March 30, April 1, 2024 2023 Lease cost: Operating lease cost $ 191 $ 195 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 206 $ 169 For the three months ended March 30, 2024 and April 1, 2023, finance lease costs and cash flows from finance leases were immaterial. Supplemental condensed consolidated balance sheet information related to leases was as follows (in thousands): March 30, December 30, 2024 2023 Operating Leases Operating lease right-of-use assets $ 1,423 $ 1,590 Accrued expenses and other current liabilities $ 578 $ 617 Operating lease liabilities 1,072 1,213 Total operating lease liabilities $ 1,650 $ 1,830 Finance Leases Property and equipment, at cost $ 488 $ 488 Accumulated depreciation (243) (219) Property and equipment, net $ 245 $ 269 Accrued expenses and other current liabilities $ 36 $ 90 Other liabilities 6 7 Total finance lease liabilities $ 42 $ 97 The following table includes supplemental information: March 30, December 30, 2024 2023 Weighted Average Remaining Lease Term (in years) Operating leases 2.7 2.9 Finance leases 0.7 0.7 Weighted Average Discount Rate Operating leases 5.6% 5.6% Finance leases 4.6% 4.4% Maturities of lease liabilities as of March 30, 2024, were as follows (in thousands): Operating Finance Fiscal Year Leases Leases 2024 (remainder of the year) $ 496 $ 36 2025 624 5 2026 639 2 2027 23 — Total lease payments 1,782 43 Less: imputed interest (132) (1) Total $ 1,650 $ 42 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 30, 2024 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 7 — Commitments and Contingencies Contingent Legal Expenses We may retain the services of law firms that specialize in patent licensing and enforcement and patent law in connection with our licensing and enforcement activities. These law firms may be retained on a contingent fee basis whereby such law firms are paid on a scaled percentage of any negotiated fee, settlements or judgments awarded based on how and when the fees, settlements or judgments are obtained. Litigation and Patent Reexaminations The Company is, from time to time, a party to litigation that arises in the normal course of its business operations. We own numerous patents and continue to seek to grow and strengthen our patent portfolio, which covers various aspects of our innovations and includes various claim scopes. We plan to pursue avenues to monetize our intellectual property portfolio, in which we would generate revenue by selling or licensing our technology, and we intend to vigorously enforce our patent rights against alleged infringers of such rights. We dedicate substantial resources to protecting and enforcing our intellectual property rights, including with patent infringement proceedings we file against third parties and defense of our patents against challenges made by way of reexamination and review proceedings at the U.S. Patent and Trademark Office (“USPTO”) and Patent Trial and Appeal Board (“PTAB” or the “Board”). We expect these activities to continue for the foreseeable future, with no guarantee that any ongoing or future patent protection or litigation activities will be successful, or that we will be able to monetize our intellectual property portfolio. Any litigation, regardless of its outcome, is inherently uncertain, involves a significant dedication of resources, including time and capital, and diverts management’s attention from our other activities. As a result, any current or future claims, allegations, or challenges by or against third parties, whether eventually decided in our favor or settled, could materially adversely affect our business, financial condition and results of operations. Additionally, the outcome of pending or future litigation and/or related patent reviews and reexaminations, as well as any delay in their resolution, could affect our ability to continue to sell our products, protect against competition in the current and expected markets for our products or license or otherwise monetize our intellectual property rights in the future. Google Litigations On December 4, 2009, Netlist filed a patent infringement lawsuit against Google Inc. (“Google”) in the U.S. District Court for the Northern District of California (the “NDCA”), seeking damages and injunctive relief based on Google’s alleged infringement of our U.S. Patent No. 7,619,912 (the “‘912 Patent”). The current judge assigned to the case, Hon. Chief Judge Seeborg, entered an order via stipulation on October 17, 2022 staying the NDCA Google case until the resolution of a pending case filed by Netlist, Inc. against Samsung Electronics Co., Ltd., Samsung Semiconductor Inc., and Samsung Electronics America Inc. (collectively, “Samsung”) in the United States District Court for the Eastern District of Texas (“EDTX”) ( Netlist, Inc. v. Samsung Elecs. Co., Ltd. et al. On July 26, 2022, Netlist filed patent infringement claims against Google Cloud EMEA Limited, Google Germany GmbH, Redtec Computing GmbH, and Google LLC (the “German Google Defendants”), seeking damages based on those defendants’ infringement of European Patents EP 2,454,735 (“EP735”) and EP 3,404,660 (“EP660”), which both generally relate to load reduced dual in line memory modules (“LRDIMM”) technologies. As of the reporting date, the German Google Defendants have submitted statements of defense. As of the reporting date, the German Federal patent Court has issued its order finding the EP735 null, and the proceedings before the Dusseldorf Court are currently stayed pending the outcome of the nullity reviews of the asserted EP patents. On October 15, 2021, Samsung Electronics Co. Ltd. (“SECL”) and Samsung Semiconductor Inc. (“SSI”) initiated a declaratory judgement action against Netlist in the U.S. District Court for the District of Delaware (“DDE”) ( Samsung Elecs. Co., Ltd., et. al. v. Netlist, Inc. Inter Partes Reviews (“IPRs”) and a Ninth Circuit appeal, in effect staying claims with respect to Netlist’s U.S. Patent Nos. 9,858,218 (the “‘218 Patent”) and 10,474,595 (the “‘595 Patent”), while allowing claims under Netlist’s U.S. Patent No. 10,217,523 (the “‘523 Patent”) to proceed. On October 20, 2023, the Court held a claim construction hearing involving all parties. As part of the hearing, the Court also sought feedback from parties as to the issue of whether the matter should be stayed pending review of the Ninth Circuit’s recent unpublished decision on the underlying Central District of California action. On December 1, 2023, the Court entered an Oral Order staying the matter until the development of any action by any other court pertaining to Samsung’s and Netlist’s rights under the JDLA that may merit lifting the stay. As of the reporting date, the case remains stayed. Micron Litigations On April 28, 2021, Netlist filed a complaint for patent infringement against Micron Technology, Inc. (“Micron”) in the U.S. District Court for the Western District of Texas (“WDTX”), Waco Division (Case No. 6:21-cv00431 & Case No. 6:21-cv-00430). These proceedings are based on the alleged infringement by Micron’s LRDIMM and Micron’s non-volatile dual in line memory modules (“NVDIMM”) enterprise memory modules under four U.S. patents – U.S. Patent Nos. 10,489,314 (the “‘314 Patent”), 9,824,035 (the “‘035 Patent”), 10,268,608 (the “‘608 Patent”), and 8,301,833 (the “‘833 Patent”). The consolidated case was assigned to Hon. Judge Lee Yeakel (new Case No. 1:22-cv-00134, and 1:22-cv-00136), and the parties have completed briefing on their claim construction arguments. On May 11, 2022, Judge Yeakel entered a stay of the case pending the resolution of Micron’s requested IPR proceedings against the four patents asserted by Netlist in these consolidated cases (the ‘833, ‘035, ‘608, and ‘314 Patents). On May 4, 2023, the consolidated cases were reassigned to Docket II in the WDTX Austin Division, given Hon. Judge Yeakel’s retirement. On February 21, 2024, the parties have filed a status report with Austin District Court Judge Robert Pitman. On April 19, 2024, Netlist filed a motion to transfer the matter to the Eastern District of Texas, Marshall Division. As of the reporting date, the matter remains assigned to Judicial Docket II of the WDTX, Austin Division Court pending briefing and a decision on Netlist’s motion. As noted above, Micron filed requests to bring IPR proceedings against Netlist’s ‘314, ‘035, ‘608, and ‘833 Patents. The PTAB granted Micron’s request for the ‘035, ‘833, and ‘314 Patents, but denied its request for instituting an IPR trial for the ‘608 Patent. The PTAB further denied Micron’s request for rehearing on the ‘608 Patent’s institution denial. Oral arguments were presented for the ‘035 Patent IPR on April 19, 2023, with the PTAB finding claims 2 and 6 of the ‘035 Patent patentable. On August 28, 2023, the PTAB determined that all challenged claims of the ‘833 Patent were unpatentable. On October 30, 2023, the PTAB determined that all challenged claims of the ‘314 Patent were patentable. On December 29, 2023, Micron filed a Notice of Appeal for the ‘314 Patent IPR decisions, indicating its intent to challenge the PTAB’s validity findings at the United States Court of Appeals for the Federal Circuit. As of the reporting date, Micron has not yet submitted its opening appeal brief. On March 31, 2022, Netlist filed patent infringement claims against Micron in Dusseldorf, Germany (“Micron Dusseldorf Action”), seeking damages based on their infringement of EP735 and EP660. On June 24, 2022, Netlist requested injunctive relief. Micron initiated a nullity proceeding against the asserted EP patents in this action, making Netlist’s response to the same as November 19, 2022. Primary briefing in the Micron Dusseldorf Action has concluded, while the German Federal Patent Court entered a preliminary opinion on EP735 and EP660 in a related invalidity proceedings that have been consolidated as of the reporting date. As of the reporting date, the German Federal patent Court has issued its order finding the EP735 null, and the Micron Dusseldorf Action has been stayed pending the outcome of the nullity reviews of the asserted EP patents. On June 10, 2022, Netlist filed a complaint for patent infringement against Micron in the EDTX, Marshall Division (Case No. 2:22-cv-00203-JRG-RSP). These proceedings are based on the alleged infringement by Micron for the sale of its LRDIMMs, its memory modules utilizing on-board power management (“PMIC”), and its high bandwidth memory (“HBM”) components, under six U.S. Netlist patents: U.S. Patent Nos. 8,787,060 (the “‘060 Patent”), 9,318,160 (the “‘160 Patent), 10,860,506 (the “‘506 Patent”), 10,949,339 (the “‘339 Patent”), 11,016,918 (the “‘918 Patent”), and 11,232,054 (the “‘054 Patent”). The claim construction hearing took place before Hon. Magistrate Judge Roy Payne on July 26, 2023, and on October 30, 3023 the Court entered an Order confirming the Claim Construction outcome. The Jury Trial was initially scheduled to begin on January 22, 2024, but as of the reporting date, the Court has stayed the matter. On August 1, 2022, Netlist filed a complaint for patent infringement against Micron in the EDTX (Case No. 2:22-cv-00294) under the ‘912 Patent, for Micron’s alleged infringement by the sale of its LRDIMMs and RDIMMs. On August 15, 2022, Netlist filed its first amended complaint, further addressing Micron’s infringement of U.S. Patent Nos. 9,858,215 (the “‘215 Patent”) and 11,093,417 (the “‘417 Patent”). On October 21, 2022, Hon. Chief Judge Gilstrap ordered that this Micron action and a parallel action by Netlist against defendants Samsung on the same patents (Case No. 2:22-cv-00293-JRG) be consolidated and set for a joint scheduling conference on November 17, 2022, further instructing that the Samsung action be considered the “LEAD CASE” and that any further filings from either action be submitted in that case for all pretrial matters. The claim construction hearing was advanced and took place before Hon. Chief Judge Gilstrap on September 26, 2023. On November 21, 2023, the Court entered its Claim Construction Order. The Court held the final pretrial conference for the consolidated case on March 6, 2024. As of the reporting date, the case is scheduled for a jury trial starting on May 20, 2024. On November 18, 2022, Micron filed IPR requests contesting the validity of the ‘912, ‘339, and ‘506 Patents, along with motions requesting joinder to the pending Samsung IPRs related to the same patents (see below). As of the reporting date, Micron’s ‘912, ‘339, and ‘506 Patent IPRs have been joined with the corresponding Samsung IPR proceedings for the same respective patents. Oral hearings for the joined Samsung ‘339 and ‘506 Patents IPRs were held on July 19, 2023 and July 20, 2023, respectively. On June 30, 2023, the PTAB resumed the trial on the Samsung ‘912 Patent IPR (which included Micron’s claims via joinder) following USPTO Director Katherine Vidal’s sua sponte Director Review and scheduled the ‘912 Patent IPR for an oral hearing on January 31, 2024. On October 17, 2023 and October 18, 2023, the PTAB issued final written decisions stating that all challenged claims of the ‘506 and ‘339 Patents were unpatentable, respectively. Netlist filed Requests for Rehearing of the ‘506 and ‘339 Patent IPRs final written decisions on November 16, 2023 and November 17, 2023, respectively. On December 20, 2023, the Board denied Netlist’s Request for Rehearing on the ‘506 Patent IPR result. Netlist filed a Notice of Appeal challenging the Board’s final written decision for the ‘506 Patent, thus instituting an appeal before the Federal Court of Appeals for the Federal Circuit (“CAFC”) of the ‘506 Patent IPR result (CAFC Case No. 24-1521), and as of the reporting date has not filed its Opening Appeal Brief. On February 9, 2024, the PTAB denied Netlist’s Request for Rehearing on the ‘339 Patent IPR result. Netlist filed its Notice of Appeal challenging the Board’s final written decision for the ‘339 Patent, thus instituting an appeal before the CAFC of the ‘339 Patent IPR result (CAFC Case No. 24-1707, the “‘339 Appeal”), and as of the reporting date has not filed its Opening Appeal Brief. On January 31, 2024, an oral hearing was conducted for the Samsung ‘912 Patent IPR proceeding joined by Micron. On April 17, 2024, the PTAB entered its final written decision for the ‘912 Patent IPR, finding the challenged claim 16 unpatentable. As of the reporting date, Netlist has not filed a notice of appeal challenging the Board’s final written decision for the ‘912 Patent IPR. On January 6, 2023, Micron filed IPR requests contesting the validity of the ‘918 and ‘054 Patents, along with motions requesting joinder to the pending Samsung IPRs related to the same patents (see below). On June 23, 2023, the matters were joined with the corresponding Samsung IPRs on the same patents. On September 5, 2023, oral hearings for the ‘918 and ‘054 Patent IPRs were held. On December 5, 2023 and December 6, 2023, the PTAB entered final written decisions for the ‘918 and ‘054 Patent IPRs, respectively, finding in both instances that all challenged claims were unpatentable. On January 5, 2024 and January 6, 2024, Netlist filed requests for USPTO Director Review of the ‘918 and ‘054 Patents final written decisions, respectively. On March 18, 2024, the USPTO denied Netlist’s request for Director Review of the ‘918 and ‘054 Patent IPRs. As of the reporting date, Netlist has not filed a notice of appeal challenging the Board’s final written decision for the ‘918 or ‘054 Patent IPRs. On May 8, 2023, Micron filed IPR requests contesting the validity of the ‘060 and ‘160 Patents, along with motions requesting joinder to the pending Samsung IPRs related to the same patents (see below). On October 26, 2023, the PTAB instituted the Micron ‘060 and ‘160 Patent IPRs and joined them with the earlier-filed ‘060 and ‘160 Patent IPRs. An oral hearing was held on January 11, 2024, and on April 1, 2024, the PTAB issued its final written decisions finding all challenged claims of the ‘060 and ‘160 Patents unpatentable. On May 1, 2024, Netlist requested a director review of the final written decisions. On July 28, 2023, Micron filed two IPR petitions contesting the validity of the ‘215 and ‘417 Patents. On January 3, 2024, the PTAB granted institution and joinder to Samsung’s earlier-filed IPRs for the same two patents. The parties completed briefing on the Samsung ‘417 and ‘215 Patent IPRs that Micron had joined and held oral arguments on May 3, 2024. As of the reporting date, the PTAB has not yet issued its final written decision. On December 11, 2023, Micron filed a complaint in the District Court for the Fourth Judicial District of the State of Idaho alleging Netlist violated Idaho Code § 48-1703 through its assertion of the ‘833 Patent in the WDTX (the “First Idaho Complaint”). Netlist removed the matter from State Court to the Federal District Court for the District of Idaho on January 2, 2024. On January 18, 2024, the matter was assigned to Judge David C. Nye for all proceedings, and Micron filed a Motion to remand the case back to Idaho state court. On February 7, 2024, Netlist moved to dismiss Micron’s First Idaho Complaint or alternatively transfer the case, and on February 8, 2024 responded to Micron’s Motion to Remand. On February 22, 2024, Micron filed its reply in support of its remand motion. On February 28, 2024 Micron filed its response to Netlist’s Motion to Dismiss or Transfer the case. On March 13, 2024, Netlist filed its reply in support of its Motion to Dismiss or Transfer the case. As of the reporting date, the Court has not yet ruled on these motions. On December 22, 2023, Netlist filed a Declaratory Judgment action in the Federal District Court for the EDTX, Marshall Division, seeking confirmation from the Court that Netlist has not made a bad-faith assertion of patent infringement against Micron. On January 19, 2024, Micron filed a Motion to Dismiss. On February 7, 2024, Netlist amended its complaint, and on March 6, 2024, Micron filed its Answer to Netlist’s First Amended Complaint. On April 23, 2024, the Court held a scheduling conference, and on April 24, 2024 the Court entered its docket control order setting the matter for a jury trial on July 7, 2025. On January 10, 2024, Micron filed an IPR petition, again contesting the validity of the ‘608 Patent, along with a motion to join Samsung’s instituted parallel IPR proceeding. As of the reporting date, the PTAB has not yet entered an order instituting a trial under Micron’s petition or joining Micron’s second ‘608 Patent challenge to Samsung’s co-pending challenge. On January 16, 2024, Micron filed a second complaint in the District Court for the Fourth Judicial District of the State of Idaho alleging Netlist violated Idaho Code § 48-1703, this time for Netlist’s assertion of the ‘918 and ‘054 Patents in the EDTX. On February 9, 2024, Netlist removed the matter from State Court to the Federal District Court for the District of Idaho. The removed case has been assigned to Judge David C. Nye. On February 16, 2024, Netlist filed a Motion to Dismiss or in the Alternative Transfer the case. Micron filed its opposition to Netlist’s Motion to Transfer on March 8, 2024. On March 11, 2024, Micron filed a Motion to Remand the case. As of the reporting date, the Court has not yet ruled on these motions. Samsung Litigations On May 28, 2020, Netlist filed a complaint against Samsung in the U.S. District Court for the Central District of California for Samsung’s breach of the parties’ Joint Development and License Agreement (“JDLA”). On July 22, 2020, Netlist amended its complaint to seek a declaratory judgment that it properly terminated the JDLA in light of Samsung’s material breaches. On October 14, 2021, the Court entered summary judgment in Netlist’s favor and confirmed Netlist properly terminated the JDLA as of July 15, 2020. On February 15, 2022, the Court entered a final judgment in favor of Netlist on each of its three claims and confirmed that the licenses granted by Netlist under the JDLA were terminated. On February 25, 2022, Samsung filed a Notice of Appeal, and the Federal Court of Appeals for the Ninth Circuit Court of Appeals issued a Time Schedule Order on February 28, 2022. On August 4, 2022, Netlist filed a cross-appeal seeking the Appeal Court’s reconsideration of the District Court’s finding that the fees Netlist paid to PwC were consequential damages, rather than recoverable general damages. On June 8, 2023, the Ninth Circuit Court of Appeals heard oral arguments from both parties on the matter following completion of all briefing. On October 17, 2023, the Ninth Circuit panel issued an unpublished memorandum affirming-in-part and reversing-and-remanding-in-part the District Court’s rulings. On November 8, 2023, the Ninth Circuit issued a mandate to the California Central District Court, whereupon the Court issued an Order reopening the case as of November 13, 2023. After collecting a joint statement of the case from the parties, the Court ordered the parties to rebrief the remaining issues in the summary judgment proceedings based only on the existing record. On February 5, 2024, the Court held a hearing on the remaining summary judgment issues, and on February 6, 2024, the Court issued an Order denying all of the parties’ various pending motions. In the same Order, the Court set the matter for a jury trial to begin on March 26, 2024, with a final pretrial conference set for March 18, 2024. The Court used the conference set for March 18, 2024 to discuss the status of the case, and then on March 22, 2024, reset the final pretrial conference to April 15, 2024 and trial start date to May 14, 2024. On March 28, 2024, the Court reset the final pretrial conference to May 6, 2024 at 2:00 pm, and kept the trial start date as May 14, 2024. As of the reporting date, the Court has maintained the May 14, 2024 trial start date. On October 15, 2021, Samsung initiated a declaratory judgement action against Netlist in the DDE ( Samsung Elecs. Co., Ltd., et. al. v. Netlist, Inc. , Case No. 1:21-cv-01453-RGA), where it requested in relevant part that the DDE declare that Samsung does not infringe the ‘218, ‘523, ‘595, ‘506, ‘339, ‘912 and ‘918 Patents, while later seeking leave to add the ‘054 Patent (issued January 25, 2022) to its action. On August 1, 2022, Hon. Judge Andrews dismissed all of Samsung’s counts related to Netlist’s ‘912, ‘506, ‘339, and ‘918 Patents, and denied Samsung’s request to bring its ‘054 Patent claims in Delaware. On September 12, 2022, Netlist amended its Counterclaims to include counterclaims tying Google to the action. On November 15, 2022, Google responded to Netlist’s Counterclaims by filing a Motion to Dismiss or alternatively to Sever and Stay the counterclaims. On May 22, 2023, the Court heard oral arguments on Google’s Motion to Dismiss or alternatively, Sever and Stay and Dismiss Willfulness and Indirect Infringement Allegations. On October 10, 2023, the Court entered an order granting-in-part and denying-in-part Samsung’s prior motion to stay the matter in light of pending IPRs and a Ninth Circuit appeal, staying claims with respect to the ‘218 and ‘595 Patents, while allowing claims under the ‘523 Patent to proceed. On December 1, 2023, the Court entered an Oral Order staying the matter entirely until the development of any action by any other court pertaining to Samsung’s and Netlist’s rights under the JDLA that may merit lifting the stay. As of the reporting date, the case remains stayed. On November 19, 2021, Samsung filed IPR requests contesting the validity of the ‘218, ‘595, and ‘523 Patents. Netlist filed its initial responses to Samsung’s IPR petitions on February 18, 2022, contesting the institution of any IPR on the grounds propounded. On May 3, 2023, the PTAB issued a final written decision finding all of the claims of the ‘523 Patent valid and patentable, while on May 8, 2023 and May 9, 2023, it found all of the claims of the ‘218 and ‘595 Patents, respectively, unpatentable. On July 10, 2023, Samsung filed a Notice of Appeal challenging the Board’s decision upholding the patentability of the ‘523 Patent, thus instituting an appeal before the CAFC of the ‘523 Patent IPR result (CAFC Case No. 23-2133). As of the reporting date, the parties have completed briefing on the appeal, and the Federal Circuit has not yet set a date for oral arguments. On December 20, 2021, Netlist filed a complaint for patent infringement against Samsung in the EDTX (Case No. 2:21-cv-00463-JRG) under the ‘506, ‘339, and ‘918 Patents. On May 3, 2022, Netlist entered a First Amended Complaint pursuant to the Federal Rules of Civil Procedure (“FRCP”) Rule 15, adding claims for infringement under three additional patents: the ‘060, ‘160, and ‘054 Patents. The ‘506, ‘339, ‘918, ‘060, ‘160, and ‘054 Patents are hereafter collectively referred to as the “EDTX1 Patents.” Netlist brought claims under the ‘339, ‘918, ‘054, ‘060, and ‘160 Patents in its Jury Trial, which concluded on April 21, 2023, with the entry of the jury’s verdict into the public record. The jury unanimously found that Samsung willfully infringed Netlist’s ‘339, ‘918, ‘054, ‘060, and ‘160 Patents through the sale of their DDR4 LRDIMMs, DDR5 DIMMs, and HBMs, and that none of the patent claims asserted at trial were invalid. The jury awarded Netlist, Inc. a total of approximately million for Samsung’s infringement. On May 30, 2023, Hon. Chief Judge Gilstrap conducted a bench trial to assess the merits of Samsung’s affirmative defenses excusing its infringement of only the ‘339, ‘918, and ‘054 Patents. On August 11, 2023, Chief Judge Gilstrap issued a memorandum and Order denying Samsung’s requested relief and finding that the ‘918 and ‘054 patents were not unenforceable due to equitable estoppel, prosecution laches, or unclean hands, and that the ‘339 patent was not unenforceable due to unclean hands. The same day, the Court entered a Final Judgment against the Samsung Defendants for million for Samsung’s willful infringement through the date of trial, but declined awarding enhanced damages. As of the reporting date, the parties have filed post-judgment motions, including a motion by Samsung to vacate the final judgment in light of the Ninth Circuit’s recent decision. The parties have briefed all of the post-judgment motions, and as of the reporting date the Court has not yet entered its final order. Additionally, as of the reporting date, all of the EDTX1 Patents are subject to IPR final written decisions. The outcome of each of the IPR proceedings related to each of the EDTX1 Patents may affect the underlying collectability of the jury award in this matter. On February 17, 2022, Samsung filed an IPR request contesting the validity of only claim 16 within the ‘912 Patent. Samsung then filed two additional IPR requests contesting the validity of the ‘506 and ‘339 Patents. Netlist filed its Patent Owner’s Preliminary Response for the ‘912 and ‘339 Patent IPRs on July 21, 2022, and for the ‘506 Patent IPR on July 28, 2022. On January 19, 2023, the PTAB instituted IPR trials on both the ‘912 and ‘339 Patents. The following day, the PTAB instituted an IPR trial on the ‘506 Patent. On October 19, 2022, the PTAB instituted IPR trials on the ‘912 and ‘339 Patents, while two days later it instituted an IPR trial on the ’506 Patent. On January 5, 2023, USPTO Director Katherine K. Vidal entered an Order in the ‘912 Patent proceeding mandating a sua sponte requiring the assigned Board to reevaluate Netlist’s request for discovery on the admitted relationship between Samsung and Google and reassess whether Google is a “Real Party in Interest.” On June 30, 2023, the Board resumed the trial on the Samsung ‘912 Patent IPR, which now also includes Micron’s claims via joinder (see above), and scheduled the ‘912 Patent IPR for further substantive briefing and an oral hearing on January 31, 2024. On October 17, 2023 and October 18, 2023, the PTAB issued final written decisions stating that all challenged claims of the ‘506 and ‘339, respectively, Patents were unpatentable. Netlist filed Requests for Rehearing of the ‘506 and ‘339 Patent IPR final written decisions on November 16, 2023 and November 17, 2023, respectively. On December 20, 2023, the Board denied Netlist’s Request for Rehearing on the ‘506 Patent IPR result. Netlist filed a Notice of Appeal challenging the Board’s final written decision for the ‘506 Patent, thus instituting an appeal before the CAFC of the ‘506 Patent IPR result (CAFC Case No. 24-1521), and as of the reporting date has not filed its Opening Appeal Brief. On February 9, 2024, the PTAB denied Netlist’s Request for Rehearing on the ‘339 Patent IPR result. Netlist filed its Notice of Appeal challenging the Board’s final written decision for the ‘339 Patent, thus instituting an appeal before the CAFC of the ‘339 Patent IPR result (CAFC Case No. 24-1707), and as of the reporting date has not filed its Opening Appeal Brief. On January 31, 2024, an oral hearing was conducted for the Samsung ‘912 Patent IPR proceeding joined by Micron. On April 17, 2024, the PTAB entered its final written decision for the ‘912 Patent IPR, finding the challenged claim 16 unpatentable. As of the reporting date, Netlist has not filed a notice of appeal challenging the Board’s final written decision for the ‘912 Patent IPR. On May 17, 2022, Samsung filed two IPR petitions contesting the validity of Netlist’s ‘918 and ‘054 Patents. On December 6, 2022, the Board instituted an IPR trial for the ‘054 Patent, and then instituted an IPR trial for the ‘918 Patent the next day. Micron has joined these Samsung IPRs on the ‘918 and ‘054 Patents, and oral arguments were heard on September 7, 2023. On December 5, 2023 and December 6, 2023, the PTAB entered final written decisions for the ‘918 and ‘054 Patent IPRs, respectively, finding in both instances that all challenged claims were unpatentable. On January 5, 2024 and January 6, 2024, Netlist filed requests for USPTO Director Review of the ‘918 and ‘054 Patents, respectively, final written decisions. On March 18, 2024, the USPTO denied Netlist’s request for Director Review of the ‘918 and ‘054 Patent IPRs. As of the reporting date, Netlist has not filed a notice of appeal challenging the Board’s final written decision for the ‘918 or ‘054 Patent IPRs. On June 3, 2022, Netlist filed patent infringement lawsuits against Samsung in Dusseldorf, Germany, seeking damages for Samsung’s infringement of Netlist’s patents EP735 and EP660 (“Samsung Dusseldorf Action”). An Oral Hearing was held in the Dusseldorf Court on September 5, 2023 to determine the question of infringement specifically. The Court confirmed at the hearing that an Order would issue either staying the matter until a decision was reached on validity by the German Federal Patent Court, or a dismissal of the case if there was no infringement. On September 25, 2023, the Dusseldorf Court entered a stay of the matter until the German Federal Patent Court renders a decision in the nullity actions currently pending for EP735 and EP660. The German Federal Patent Court has issued its order finding the EP735 null, and the Samsung Dusseldorf Action has been stayed pending the outcome of the nullity reviews of the asserted EP patents. On August 1, 2022, Netlist filed a complaint for patent infringement against Samsung in the EDTX (Case No. 2:22-cv-00293) under the ‘912 Patent, which relates generally to technologies to implement rank multiplication. On August 15, 2022, Netlist filed its first amended complaint here, further addressing Samsung’s infringement of the ‘215 and ‘417 Patents. On October 21, 2022, Hon. Chief Judge Gilstrap ordered that this action and a parallel action by Netlist against Micron on the same patents (22-cv-00294-JRG) be consolidated and set for a joint scheduling conference on November 17, 2022, further instructing that this Samsung action be considered the “LEAD CASE” and that any further filings from either action be submitted in therefore all pretrial matters. The claim construction hearing was advanced and took place before Hon. Chief Judge Gilstrap on September 26, 2023. On November 21, 2023, the Court entered its Claim Construction Order. The final pretrial conference was held on March 6, 2024, and as of the reporting date, the Court has not set the jury trial start date. On August 26, 2022, Samsung filed two IPR petitions contesting the validity of Netlist’s ‘060 and ‘160 Patents. On January 19, 2023, Netlist filed its Patent Owner Preliminary Responses in those proceedings. An oral hearing was held on January 11, 2024, and on April 1, 2024, the PTAB issued its final written decisions finding all challenged claims of the ‘060 and ‘160 Patents unpatentable. On May 1, 2024, Netlist requested a director review of the final written decisions. On January 10, 2023, Samsung filed two IPR petitions contesting the validity of the ‘215 and ‘417 Patents. The Board accorded these IPRs a filing date of January 10, 2023, and Netlist filed its Patent Owner Preliminary Responses by the May 9, 2023 deadline. On August 1, 2023, the Board entered an Order instituting a trial for both of Samsung’s IPR petitions. The Board simultaneously set a schedule for briefing deadlines, and the date for oral arguments on May 3, 2024. On January 3, 3024, the PTAB joined the later-filed and substantially-identical Micron IPRs for the ‘215 and ‘417 Patents to Samsung’s IPRs. The parties completed briefing on the ‘417 and ‘215 Patent IPRs and held oral arguments on May 3, 2024. As of the reporting date, the PTAB has not yet issued its final written decisions. On April 27, 2023, Samsung filed an IPR petition contesting the validity of the ‘608 Patent. The Board accorded Samsung’s IPR petition a filing date on June 14, 2023. On December 12, 2023, the PTAB instituted an IPR trial for the ‘608 Patent, despite having previously denied institution from Micron’s earlier-filed IPR petition of the same Patent. On December 26, 2023, Netlist filed a request for r |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 30, 2024 | |
Stockholders' Equity | |
Stockholders' Equity | Note 8—Stockholders’ Equity Serial Preferred Stock The Company’s authorized capital stock includes 10,000,000 shares of serial preferred stock, with a par value of $0.001 per share. No shares of preferred stock were outstanding as of March 30, 2024 or December 30, 2023. On April 17, 2017, the Company entered into a rights agreement (as amended from time to time, the “Rights Agreement”) with Computershare Trust Company, N.A., as rights agent. In connection with the adoption of the Rights Agreement and pursuant to its terms, the Company’s board of directors authorized and declared a dividend of one right (each, a “Right”) for each outstanding share of the Company’s common stock to stockholders of record at the close of business on May 18, 2017 (the “Record Date”), and authorized the issuance of one Right for each share of the Company’s common stock issued by the Company (except as otherwise provided in the Rights Agreement) between the Record Date and the Distribution Date (as defined below). On April 17, 2024, the Company appointed Equiniti Trust Company, LLC (“Equiniti”) as rights agent under the Rights Agreement pursuant to that certain Amendment No. 4 to Rights Agreement, dated as of April 17, 2024, by and between the Company and Equiniti (the “Fourth Amendment”). Each Right entitles the registered holder, subject to the terms of the Rights Agreement, to purchase from the Company, when exercisable and subject to adjustment, one unit consisting of one one 10 In connection with the adoption of the Rights Agreement, the Company’s board of directors approved a Certificate of Designation of the Series A Preferred Stock (the “Certificate of Designation”) designating 1,000,000 shares of its serial preferred stock as Series A Preferred Stock and setting forth the rights, preferences and limitations of the Preferred Stock. The Company filed the Certificate of Designation with the Secretary of State of the State of Delaware on April 17, 2017. Common Stock September 2021 Lincoln Park Purchase Agreement On September 28, 2021, the Company entered into a purchase agreement (the “September 2021 Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), pursuant to which the Company has the right to sell to Lincoln Park up to an aggregate of $75 million in shares of its common stock subject to the conditions and limitations set forth in the September 2021 Purchase Agreement. As consideration for entering into the September 2021 Purchase Agreement, the Company issued to Lincoln Park 218,750 shares of its common stock as initial commitment shares in a noncash transaction on September 28, 2021 and will issue up to 143,750 additional shares of its common stock as additional commitment shares on a pro rata basis in connection with any additional purchases. The Company will not receive any cash proceeds from the issuance of these additional commitment shares. The Company controls the timing and amount of any sales of its common stock to Lincoln Park. There is no upper limit on the price per share that Lincoln Park must pay for the Company’s common stock under the September 2021 Purchase Agreement, but in no event will shares be sold to Lincoln Park on a day the closing price is less than the floor price specified in the September 2021 Purchase Agreement. In all instances, the Company may not sell shares of its common stock to Lincoln Park under the September 2021 Purchase Agreement if that would result in Lincoln Park beneficially owning more than 9.99% of its common stock. The September 2021 Purchase Agreement does not limit the Company’s ability to raise capital from other sources at the Company’s sole discretion, except that, subject to certain exceptions, the Company may not enter into any Variable Rate Transaction (as defined in the September 2021 Purchase Agreement, including the issuance of any floating conversion rate or variable priced equity-like securities) during the 36 months after the date of the September 2021 Purchase Agreement. The Company has the right to terminate the September 2021 Purchase Agreement at any time, at no cost to the Company. During 2023, Lincoln Park purchased an aggregate of 7,865,000 shares of our common stock for a net purchase price of $23.4 million under the September 2021 Purchase Agreement. In connection with the purchases, we issued to Lincoln Park an aggregate of 44,939 shares of our common stock as additional commitment shares in noncash transactions. During the three months ended March 30, 2024, Lincoln Park purchased an aggregate of 1,240,000 shares of our common stock for a net purchase price of $2.1 million under the September 2021 Purchase Agreement. In connection with the purchases, we issued to Lincoln Park an aggregate of 4,085 shares of our common stock as additional commitment shares in noncash transactions. |
Stock-Based Awards
Stock-Based Awards | 3 Months Ended |
Mar. 30, 2024 | |
Benefit Plans | |
Benefits Plans | Note 9—Stock-Based Awards As of March 30, 2024, the Company had 1,772,423 shares of common stock reserved for future issuance under its Amended and Restated 2006 Incentive Plan (“Amended 2006 Plan”). Stock options granted under the Amended 2006 Plan generally vest at a rate of at least 25% per year over four years and expire 10 years from the grant date. RSUs granted for employees and consultants generally vest in equal installments annually and fully vest over a four-year term from the grant date. Stock Options The following table summarizes the activity related to stock options during the three months ended March 30, 2024: Weighted- Number of Average Shares Exercise (in thousands) Price Outstanding as of December 30, 2023 4,039 $ 0.90 Granted — — Exercised (78) 0.80 Expired or forfeited (345) 1.99 Outstanding as of March 30, 2024 3,616 $ 0.80 Restricted Stock Units The following table summarizes the activity related to RSUs during the three months ended March 30, 2024: Weighted- Average Number of Grant-Date Shares Fair Value (in thousands) per Share Balance nonvested as of December 30, 2023 3,603 $ 3.49 Granted — — Vested (678) 3.39 Forfeited (158) 1.44 Balance nonvested as of March 30, 2024 2,767 $ 3.63 Stock-Based Compensation The following table summarizes the stock-based compensation expense by line item in the condensed consolidated statements of operations (in thousands): Three Months Ended March 30, April 1, 2024 2023 Cost of sales $ 21 $ 18 Research and development 362 274 Selling, general and administrative 991 785 Total $ 1,374 $ 1,077 As of March 30, 2024, the Company had approximately $8.3 million, net of estimated forfeitures, of unearned stock-based compensation, which it expects to recognize over a weighted-average period of approximately 2.3 years. |
Warrants
Warrants | 3 Months Ended |
Mar. 30, 2024 | |
Warrants | |
Warrants | Note 10—Warrants Warrant activity for the three months ended March 30, 2024 is as follows: Weighted Number of Average Shares Exercise (in thousands) Price Outstanding as of December 30, 2023 11,111 $ 3.20 Granted — — Exercised — — Expired — — Outstanding as of March 30, 2024 11,111 $ 3.20 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 30, 2024 | |
Subsequent Events | |
Subsequent Events | Note 11—Subsequent Events On April 17, 2024, the Company entered into the Fourth Amendment. The Fourth Amendment appointed Equiniti as rights agent and amended the definition of “Expiration Date” in the Rights Agreement to extend the term for an additional three year period which extended the final expiration of the Rights issued pursuant to the Rights Agreement from April 17, 2024 to April 17, 2027. As a result and pursuant to the Fourth Amendment, the Rights will expire and become unexercisable on or before the close of business on April 17, 2027, in accordance with the terms of the Rights Agreement. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 30, 2024 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Certain information and footnote disclosures normally included in the condensed consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto as of and for the year ended December 30, 2023, included in the Company’s Annual Report on Form 10-K filed with the SEC on February 23, 2024. In the opinion of management, all adjustments for the fair presentation of the Company’s condensed consolidated financial statements have been made. The adjustments are of a normal recurring nature except as otherwise noted. The results of operations for the interim periods are not necessarily indicative of the results to be expected for other periods or the full fiscal year. The Company has evaluated events occurring subsequent to March 30, 2024 through the filing date of this Quarterly Report on Form 10-Q and concluded that there were no events that required recognition and disclosures other than those discussed elsewhere in the notes hereto. |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of Netlist, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Fiscal Year | Fiscal Year The Company’s fiscal year is the 52- or 53-week period that ends on the Saturday nearest to December 31. The Company’s fiscal year 2024 will include 52 weeks and ends on December 28, 2024. Each quarter of fiscal year 2024 will be comprised of 13 weeks. Unless otherwise stated, references to particular years, quarters, months and periods refer to the Company’s fiscal years ended in January and the associated quarters, months and periods of those fiscal years. |
Use of Estimates | Use of Estimates The preparation of the accompanying condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported. Significant items subject to such estimates and assumptions made by management include, but not limited to, the determination of inventory reserves, allowance for doubtful accounts, and the discount rate used for lease obligation. Actual results may differ materially from those estimates. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In December 2023, the FASB issued Update 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” This update applies to all entities that are subject to Topic 740. The amendments in this update improve income tax disclosures primarily related to the rate reconciliation and income taxes paid information as well as the effectiveness of certain other income tax disclosures. The new standard is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. This standard should be applied on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the impact of adopting this new standard. |
Supplemental Financial Inform_2
Supplemental Financial Information (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
Supplemental Financial Information | |
Schedule Of Inventories | Inventories consisted of the following (in thousands): March 30, December 30, 2024 2023 Raw materials $ 1,438 $ 4,133 Work in process 446 274 Finished goods 13,285 7,624 $ 15,169 $ 12,031 |
Schedule of disaggregation of sales by major source | The following table shows disaggregated net sales by major source (in thousands): Three Months Ended March 30, April 1, 2024 2023 Resales of third-party products $ 31,274 $ 6,909 Sale of the Company's modular memory subsystems 4,533 2,112 Total net sales $ 35,807 $ 9,021 |
Schedule of sales from external customers | The Company’s net product sales have historically been concentrated in a small number of customers. The following table sets forth the percentage of net product sales made to customers that each comprise 10% or more of total product sales: Three Months Ended March 30, April 1, 2024 2023 Customer A 27% 49% Customer B * 12% Customer C 10% * Customer D 12% * * Less than 10% of net sales during the period. |
Schedule of computation of basic and diluted earnings (loss) per share | The following table shows the computation of basic and diluted loss per share of common stock (in thousands, except per share data): Three Months Ended March 30, April 1, 2024 2023 Numerator: Net loss $ (16,968) $ (15,788) Denominator: Weighted-average basic shares outstanding - basic and diluted 254,931 235,121 Net loss per share - basic and diluted $ (0.07) $ (0.07) |
Schedule of potential common shares excluded from diluted net loss per share calculations | Three Months Ended March 30, April 1, 2024 2023 Weighted average common share equivalents 2,035 3,193 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
Debt | |
Schedule of long-term debt | The Company’s debt consisted of the following (in thousands): March 30, December 30, 2024 2023 Notes payable $ 377 $ — Less: amounts due within one year (377) — Long-term debt $ — $ — |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
Leases | |
Schedule of lease cost and supplemental condensed consolidated cash flow information relating to operating leases | Lease cost and supplemental condensed consolidated cash flow information related to operating and finance leases were as follows (in thousands): Three Months Ended March 30, April 1, 2024 2023 Lease cost: Operating lease cost $ 191 $ 195 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 206 $ 169 |
Schedule of supplemental condensed consolidated balance sheet information | Supplemental condensed consolidated balance sheet information related to leases was as follows (in thousands): March 30, December 30, 2024 2023 Operating Leases Operating lease right-of-use assets $ 1,423 $ 1,590 Accrued expenses and other current liabilities $ 578 $ 617 Operating lease liabilities 1,072 1,213 Total operating lease liabilities $ 1,650 $ 1,830 Finance Leases Property and equipment, at cost $ 488 $ 488 Accumulated depreciation (243) (219) Property and equipment, net $ 245 $ 269 Accrued expenses and other current liabilities $ 36 $ 90 Other liabilities 6 7 Total finance lease liabilities $ 42 $ 97 The following table includes supplemental information: March 30, December 30, 2024 2023 Weighted Average Remaining Lease Term (in years) Operating leases 2.7 2.9 Finance leases 0.7 0.7 Weighted Average Discount Rate Operating leases 5.6% 5.6% Finance leases 4.6% 4.4% |
Schedule of maturities of operating lease liabilities | Maturities of lease liabilities as of March 30, 2024, were as follows (in thousands): Operating Finance Fiscal Year Leases Leases 2024 (remainder of the year) $ 496 $ 36 2025 624 5 2026 639 2 2027 23 — Total lease payments 1,782 43 Less: imputed interest (132) (1) Total $ 1,650 $ 42 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
Stockholders' Equity | |
Schedule of warrant activity | Weighted Number of Average Shares Exercise (in thousands) Price Outstanding as of December 30, 2023 11,111 $ 3.20 Granted — — Exercised — — Expired — — Outstanding as of March 30, 2024 11,111 $ 3.20 |
Stock-Based Awards (Tables)
Stock-Based Awards (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
Benefit Plans | |
Schedule of common stock options activity | Weighted- Number of Average Shares Exercise (in thousands) Price Outstanding as of December 30, 2023 4,039 $ 0.90 Granted — — Exercised (78) 0.80 Expired or forfeited (345) 1.99 Outstanding as of March 30, 2024 3,616 $ 0.80 |
Schedule of restricted stock Awards | Weighted- Average Number of Grant-Date Shares Fair Value (in thousands) per Share Balance nonvested as of December 30, 2023 3,603 $ 3.49 Granted — — Vested (678) 3.39 Forfeited (158) 1.44 Balance nonvested as of March 30, 2024 2,767 $ 3.63 |
Schedule of stock-based compensation Expense | The following table summarizes the stock-based compensation expense by line item in the condensed consolidated statements of operations (in thousands): Three Months Ended March 30, April 1, 2024 2023 Cost of sales $ 21 $ 18 Research and development 362 274 Selling, general and administrative 991 785 Total $ 1,374 $ 1,077 |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
Warrants | |
Schedule of warrant activity | Weighted Number of Average Shares Exercise (in thousands) Price Outstanding as of December 30, 2023 11,111 $ 3.20 Granted — — Exercised — — Expired — — Outstanding as of March 30, 2024 11,111 $ 3.20 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - item | Mar. 30, 2024 | Dec. 30, 2023 |
Number of weeks in a fiscal year | 52 | |
Number of weeks in first three quarters | 13 | |
Minimum [Member] | ||
Number of weeks in a fiscal year | 52 | |
Maximum [Member] | ||
Number of weeks in a fiscal year | 53 |
Supplemental Financial Inform_3
Supplemental Financial Information (Schedule Of Inventories) (Details) - USD ($) $ in Thousands | Mar. 30, 2024 | Dec. 30, 2023 |
Supplemental Financial Information | ||
Raw materials | $ 1,438 | $ 4,133 |
Work in process | 446 | 274 |
Finished goods | 13,285 | 7,624 |
Inventories | $ 15,169 | $ 12,031 |
Supplemental Financial Inform_4
Supplemental Financial Information (Schedule Of Property, Plant And Equipment) (Details) - USD ($) $ in Thousands | Mar. 30, 2024 | Dec. 30, 2023 |
Supplemental Financial Information | ||
Property and equipment, net | $ 722 | $ 770 |
Supplemental Financial Inform_5
Supplemental Financial Information (Disaggregation of Net Sales by Major Source) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Provision for income taxes | $ 1 | |
Total net sales | 35,807 | $ 9,021 |
Resales of third-party products | ||
Total net sales | 31,274 | 6,909 |
Sale of the Company's modular memory subsystems | ||
Total net sales | $ 4,533 | $ 2,112 |
Supplemental Financial Inform_6
Supplemental Financial Information (Net Sales by Country) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Net sales | $ 35,807 | $ 9,021 |
Supplemental Financial Inform_7
Supplemental Financial Information (Major Customers and Products) (Details) - Customer Concentration Risk [Member] - customer | 3 Months Ended | 12 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | Dec. 30, 2023 | |
Sales Revenue, Product Line [Member] | Customer A [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 27% | 49% | |
Sales Revenue, Product Line [Member] | Customer B [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 12% | ||
Sales Revenue, Product Line [Member] | Customer C | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 10% | ||
Sales Revenue, Product Line [Member] | Customer D | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 12% | ||
Sales Revenue, Resale of Products | Customers [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 87% | 77% | |
Gross Receivables [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Number of Customers | 2 | 2 | |
Gross Receivables [Member] | Customer A [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 54% | 60% | |
Gross Receivables [Member] | Customer B [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 19% | 10% |
Supplemental Financial Inform_8
Supplemental Financial Information (Schedule Of Computation Of Earnings (Loss) Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Basic and diluted (loss) earnings per share: | ||
Numerator: Net loss | $ (16,968) | $ (15,788) |
Weighted-average basic shares outstanding | 254,931 | 235,121 |
Weighted-average diluted shares | 254,931 | 235,121 |
Net loss per share - Basic | $ (0.07) | $ (0.07) |
Net loss per share - Diluted | $ (0.07) | $ (0.07) |
Weighted average common share equivalents | 2,035 | 3,193 |
Credit Agreement and Standby _2
Credit Agreement and Standby Letters of Credit (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |
Nov. 07, 2023 USD ($) | Mar. 30, 2024 USD ($) item | Dec. 30, 2023 USD ($) | |
Silicon Valley Bank | |||
Line of Credit Facility | |||
Outstanding borrowings | $ 4.4 | $ 3.8 | |
Svb Credit Agreement | Silicon Valley Bank | |||
Line of Credit Facility | |||
Maximum borrowing capacity | $ 10 | ||
Borrowing capacity as a percentage of eligible accounts receivable | 85% | ||
Outstanding borrowings | 12.4 | 12.4 | |
Rate plus "prime rate" | 8.50% | ||
Availability remaining | 0 | $ 0 | |
Standby Letters of Credit | Silicon Valley Bank | |||
Line of Credit Facility | |||
Outstanding amount | $ 12.2 | ||
Standby Letters of Credit | Citibank, N.A | |||
Line of Credit Facility | |||
No of irrevocable letters of credit | item | 2 | ||
Amount draw down | $ 0 |
Debt (Schedule Of Long-Term Deb
Debt (Schedule Of Long-Term Debt) (Details) $ in Thousands | Mar. 30, 2024 USD ($) |
Debt | |
Notes payable | $ 377 |
Less: amounts due within one year | $ (377) |
Leases - Lease cost and supplem
Leases - Lease cost and supplemental condensed consolidated cash flow (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Lease cost: | ||
Operating lease cost | $ 191 | $ 195 |
Operating cash flows from operating leases | 206 | 169 |
Financing cash flows from finance leases | $ 54 | $ 52 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | ||||
Jan. 15, 2023 | Mar. 30, 2024 | Apr. 01, 2023 | Dec. 30, 2023 | Jan. 04, 2023 | |
Long-term debt | |||||
Exercise price of warrants (in dollars per share) | $ 3.20 | $ 3.20 | |||
Interest Income (Expense), Net | $ 377 | $ 56 | |||
Repayment of debt | $ 123 | $ 146 | |||
Warrants to purchase shares of common stock | 11,111 | 11,111 | |||
Note payable | $ 400 | ||||
Insurance Policy Finance, Notes Payable 7.2 Percent | |||||
Long-term debt | |||||
Face amount | $ 500 | ||||
Interest rate (as a percent) | 8.42% | ||||
Amortization period | 8 months |
Leases - Supplemental condensed
Leases - Supplemental condensed consolidated balance sheet information (Details) - USD ($) $ in Thousands | Mar. 30, 2024 | Dec. 30, 2023 |
Operating Leases | ||
Operating lease right-of-use assets | $ 1,423 | $ 1,590 |
Accrued expenses and other current liabilities | $ 578 | $ 617 |
Accrued expenses and other current liabilities - extensible list | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities |
Operating lease liabilities | $ 1,072 | $ 1,213 |
Total operating lease liabilities | 1,650 | 1,830 |
Finance Leases | ||
Property and equipment, at cost | 488 | 488 |
Accumulated depreciation | (243) | (219) |
Property and equipment, net | $ 245 | $ 269 |
Property and equipment, net - extensible list | Property and equipment, net | Property and equipment, net |
Accrued expenses and other current liabilities | $ 36 | $ 90 |
Accrued expenses and other current liabilities - extensible list | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities |
Other liabilities | $ 6 | $ 7 |
Other liabilities - extensible list | Other liabilities | Other liabilities |
Total finance lease liabilities | $ 42 | $ 97 |
Leases - Weighted Average Remai
Leases - Weighted Average Remaining Lease Term (Details) | Mar. 30, 2024 | Dec. 30, 2023 |
Leases | ||
Weighted Average Remaining Lease Term - Operating leases | 2 years 8 months 12 days | 2 years 10 months 24 days |
Weighted Average Remaining Lease Term - Finance leases | 8 months 12 days | 8 months 12 days |
Weighted Average Discount Rate - Operating leases | 5.60% | 5.60% |
Weighted Average Discount Rate - Finance leases | 4.60% | 4.40% |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Mar. 30, 2024 | Dec. 30, 2023 |
Operating Leases | ||
2024 (remainder of the year) | $ 496 | |
2025 | 624 | |
2026 | 639 | |
2027 | 23 | |
Total lease payments | 1,782 | |
Less: imputed interest | (132) | |
Total operating lease liabilities | 1,650 | $ 1,830 |
Finance Leases | ||
2023 (remainder of the year) | 36 | |
2024 | 5 | |
2025 | 2 | |
Total lease payments | 43 | |
Less: imputed interest | (1) | |
Total finance lease liabilities | $ 42 | $ 97 |
Commitments and Contingencies (
Commitments and Contingencies (Litigations and Patent Reexaminations) (Details) - Samsung Litigations $ in Millions | Aug. 11, 2023 USD ($) | Apr. 21, 2023 USD ($) | Jan. 10, 2023 patent | Aug. 26, 2022 patent | May 17, 2022 patent | Feb. 17, 2022 patent |
Commitments and Contingencies | ||||||
Number of patents claimed to be invalid | patent | 2 | 2 | 2 | 2 | ||
Settlement awarded | $ | $ 303 | $ 303 |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Details) - $ / shares | Apr. 17, 2017 | Mar. 30, 2024 | Dec. 30, 2023 |
Serial Preferred Stock | |||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |
Preferred stock, par value | $ 0.001 | $ 0.001 | |
Preferred stock, shares outstanding | 0 | 0 | |
Number of rights authorized for each outstanding share of stock | 1 | ||
Number of shares issued when right is exercised | 0.001 | ||
Purchase price per share | $ 6.56 | ||
Number of days rights are to be distributed | 10 days | ||
Minimum beneficial ownership percentage for rights to be distributed | 15% | ||
Series A Preferred Stock | |||
Serial Preferred Stock | |||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, par value | $ 0.001 | $ 0.001 | |
Preferred stock, shares outstanding | 0 | 0 | |
Stock-Based Compensation | |||
Shares available for issuance | 1,000,000 |
Stockholders' Equity (Common St
Stockholders' Equity (Common Stock Purchase Agreement) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Sep. 28, 2021 | Sep. 30, 2021 | Mar. 30, 2024 | Apr. 01, 2023 | Dec. 30, 2023 | |
Assets Sold under Agreements to Repurchase [Line Items] | |||||
Net purchase price | $ 2,131 | $ 10,542 | |||
2021 Lincoln Park Purchase Agreement | |||||
Assets Sold under Agreements to Repurchase [Line Items] | |||||
Repurchased shares | 1,240,000 | ||||
Repurchase of common stock price | $ 2,100 | ||||
Stock issued common stock | 4,085 | ||||
September 2021 Lincoln Park Purchase Agreement | |||||
Assets Sold under Agreements to Repurchase [Line Items] | |||||
Commitment shares | 218,750 | ||||
Additional commitment shares | 143,750 | ||||
Threshold percentage of common stock to be sold | 9.99% | ||||
Period after purchase agreement not to enter into variable rate transaction | 36 months | ||||
Terminate agreement cost | $ 0 | ||||
Repurchased shares | 7,865,000 | ||||
Repurchase of common stock price | $ 23,400 | ||||
Stock issued common stock | 44,939 | ||||
Maximum [Member] | September 2021 Lincoln Park Purchase Agreement | |||||
Assets Sold under Agreements to Repurchase [Line Items] | |||||
Aggregate amount | $ 75,000 |
Stockholders' Equity (Securitie
Stockholders' Equity (Securities Purchase Agreement) (Details) - $ / shares shares in Thousands | Mar. 30, 2024 | Dec. 30, 2023 | Apr. 17, 2017 |
Stockholders' Equity | |||
Warrants to purchase shares of common stock | 11,111 | 11,111 | |
Purchase price per share | $ 6.56 | ||
Exercise price of warrants (in dollars per share) | $ 3.20 | $ 3.20 |
Stockholders' Equity (Warrants)
Stockholders' Equity (Warrants) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Stockholders' Equity | ||
Warrants Outstanding, Beginning Balance | 11,111 | |
Warrants Outstanding, Ending Balance | 11,111 | |
Outstanding, Weighted-Average Exercise Price, Beginning balance | $ 3.20 | |
Outstanding, Weighted-Average Exercise Price, Ending balance | 3.20 | |
Exercise price of warrants (in dollars per share) | $ 3.20 | |
Warrants to purchase shares of common stock | 11,111 | |
Proceeds from Stock Options Exercised | $ 62 | $ 264 |
Stock-Based Awards (Narrative)
Stock-Based Awards (Narrative) (Details) | 3 Months Ended |
Mar. 30, 2024 shares | |
Amended 2006 Plan | |
Stock-Based Compensation | |
Rate of vesting of options granted | 25% |
Vesting period of options granted, in years | 4 years |
Expiration of vested options, period from date of grant | 10 years |
2006 Plan | |
Stock-Based Compensation | |
Shares available for issuance | 1,772,423 |
Restricted Stock Units (RSUs) [Member] | 2006 Plan | |
Stock-Based Compensation | |
Vesting period of options granted, in years | 4 years |
Stock-Based Awards (Warrant act
Stock-Based Awards (Warrant activity) (Details) shares in Thousands | Mar. 30, 2024 $ / shares shares |
Benefit Plans | |
Warrants Outstanding, Beginning Balance | shares | 11,111 |
Warrants Outstanding, Ending Balance | shares | 11,111 |
Outstanding, Weighted-Average Exercise Price, Beginning balance | $ 3.20 |
Outstanding, Weighted-Average Exercise Price, Ending balance | 3.20 |
Exercise price of warrants (in dollars per share) | $ 3.20 |
Stock-Based Awards (Schedule of
Stock-Based Awards (Schedule of Stock-Based Compensation Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-Based Compensation, Total | $ 1,374 | $ 1,077 |
Unearned stock-based compensation | $ 8,300 | |
Expects to recognize over a weighted-average period | 2 years 3 months 18 days | |
Cost Of Sales [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-Based Compensation, Total | $ 21 | 18 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-Based Compensation, Total | 362 | 274 |
Selling, General and Administrative Expenses [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-Based Compensation, Total | $ 991 | $ 785 |
Warrants (Details)
Warrants (Details) shares in Thousands | Mar. 30, 2024 $ / shares shares |
Warrants | |
Warrants Outstanding, Beginning Balance | shares | 11,111 |
Warrants Outstanding, Ending Balance | shares | 11,111 |
Outstanding, Weighted-Average Exercise Price, Beginning balance | $ / shares | $ 3.20 |
Outstanding, Weighted-Average Exercise Price, Ending balance | $ / shares | $ 3.20 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 30, 2024 | Dec. 30, 2023 | |
Silicon Valley Bank | ||
Subsequent Events | ||
Outstanding borrowings | $ 4.4 | $ 3.8 |
Benefit Plans (Schedule Of Stoc
Benefit Plans (Schedule Of Stock Option Activity) (Details) shares in Thousands | 3 Months Ended |
Mar. 30, 2024 $ / shares shares | |
Number of Shares | |
Outstanding, Beginning Balance | shares | 4,039 |
Exercised | shares | (78) |
Expired or forfeited | shares | (345) |
Outstanding, Ending Balance | shares | 3,616 |
Weighted-Average Grant - Date Fair Value (Per Share) | |
Outstanding, Beginning Balance | $ / shares | $ 0.90 |
Exercised | $ / shares | 0.80 |
Expired or Forfeited | $ / shares | 1.99 |
Outstanding, Ending Balance | $ / shares | $ 0.80 |
Benefit Plans (Schedule of Rest
Benefit Plans (Schedule of Restricted Stock Awards) (Details) - Restricted Stock Units (RSUs) [Member] shares in Thousands | 3 Months Ended |
Mar. 30, 2024 $ / shares shares | |
Number of Shares | |
Outstanding, Beginning Balance | shares | 3,603 |
Vested | shares | (678) |
Forfeited | shares | (158) |
Outstanding, Ending Balance | shares | 2,767 |
Weighted-Average Grant - Date Fair Value (Per Share) | |
Outstanding, Beginning Balance | $ / shares | $ 3.49 |
Vested | $ / shares | 3.39 |
Forfeited | $ / shares | 1.44 |
Outstanding, Ending Balance | $ / shares | $ 3.63 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (16,968) | $ (15,788) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 30, 2024 | |
Trading Arrangements, by Individual | |
Non-Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Rule 10b5-1 Arrangement Modified | false |
Non Rule 10b5-1 Arrangement Modified | false |