Item 8.01. Other Events.
On February 11, 2014, Netlist, Inc. (the "Company") completed its previously
announced registered firm commitment underwritten public offering (the
"Offering") of shares of the Company's common stock, par value $0.001 per share
("Common Stock"). In the Offering, the Company issued and sold to Craig-Hallum
Capital Group LLC (the "Underwriter") 8,680,775 shares of Common Stock pursuant
to an underwriting agreement (the "Underwriting Agreement"), dated as of
February 6, 2014, by and between the Company and the Underwriter, at a price of
$1.2115 per share, including 1,132,275 shares resulting from the Underwriter's
exercise in full of its option to purchase additional shares of Common Stock to
cover over-allotments. The price per share to the public in the offering was
$1.30 per share. The Company estimates net proceeds from the Offering to be
approximately $10.2 million, after deducting underwriting discounts and
commissions and estimated offering expenses.
As previously reported, on August 15, 2013, the Company received a notice from
the Nasdaq Stock Market LLC ("NASDAQ"), indicating that the Company no longer
complies with the requirements of NASDAQ Marketplace Rule 5450(b)(1)(A) for
continued listing on the NASDAQ Global Market. Such rule requires that the
Company maintain minimum stockholders' equity of $10 million (the "Stockholders'
Equity Rule"). As reported in the Company's Quarterly Report on Form 10-Q for
the period ended June 29, 2013, the Company's stockholders' equity was
approximately $8.5 million. As explained in the notice, the Company was
required to provide a plan to regain compliance with NASDAQ Global Market
listing requirements by September 30, 2013.
Following the Company's submission to NASDAQ, NASDAQ granted the Company an
extension to December 31, 2013 to regain compliance with the Stockholders'
Equity Rule, which NASDAQ subsequently extended to February 11, 2014. Such
subsequent extension was contingent in part on consummation of an offering on or
prior to February 11, 2014 resulting in an increase in the Company's
stockholders' equity to above the $10 million required to demonstrate compliance
with the Stockholders' Equity Rule.
As of the date of this Current Report, the Company believes it has regained
compliance with the Stockholders' Equity Rule based upon the completion of the
Offering. NASDAQ will continue to monitor the Company's ongoing compliance with
the Stockholders' Equity Rule and, if at the time of the Company's next periodic
report the Company does not evidence compliance, the Company may be subject to
delisting from the NASDAQ Global Market. In such event, the Company would
evaluate various actions to pursue, including a request to transfer to the
NASDAQ Capital Market.
On February 11, 2014, the Company issued a press release announcing the
completion of the Offering. A copy of the press release is filed as
Exhibit 99.1 to this report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
99.1 Press Release of Netlist, Inc., dated February 11, 2014