IRVINE, Calif., Sept. 12, 2018 /PRNewswire/ -- Netlist, Inc.
(NASDAQ: NLST) today announced that it has entered into a
definitive agreement with institutional investors for a registered
direct offering of securities for gross proceeds of approximately
$10 million. The closing of the
offering is expected to take place on or about September 14, 2018, subject to the satisfaction
of customary closing conditions.
In connection with the offering, the Company will issue
approximately 22.22 million registered shares of common stock at a
purchase price of $0.45 per
share. Additionally, for each share of common stock purchased
by an investor, such investor will receive from the Company a
registered warrant to purchase one half of a share of common
stock. The warrants have an exercise price of $0.655 per share, will be exercisable six months
from the date of issuance, and will expire five years from the
initial exercise date.
Roth Capital Partners, served as sole placement agent for the
transaction. After the placement agent fees and estimated
offering expenses payable by the company, the Company expects to
receive net proceeds of approximately $9.1
million.
The Company intends to use the net proceeds from the offering
for general corporate purposes, including working capital and other
general and administrative purposes.
The securities described above are being offered by Netlist,
Inc. pursuant to a registration statement previously filed with and
subsequently declared effective by the Securities and Exchange
Commission. A prospectus supplement relating to the offering will
be filed with the SEC and will be available on the SEC's website at
http://www.sec.gov.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any of the securities described
herein, nor shall there be any sale of these securities in any
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. Copies of the
prospectus supplement and accompanying base prospectus relating to
this offering may be obtained from Roth Capital Partners, 888 San
Clemente Drive, Suite 400, Newport Beach,
CA 92660, (800) 678-9147 or by accessing the SEC's website,
www.sec.gov.
About Netlist, Inc.
Netlist provides high-performance
SSDs and modular memory subsystems to enterprise customers in
diverse industries. Flagship products NVvault® and EXPRESSvault™
enable customers to accelerate data in their servers and storage
and reliably protect enterprise-level cache, metadata and log data
in the event of a system failure or power outage. HybriDIMM™,
Netlist's next-generation storage class memory product, addresses
the growing need for real-time analytics in Big Data applications,
in-memory databases, high-performance computing and advanced data
storage solutions. Netlist also manufactures and provides a line of
specialty and legacy memory products to storage customers,
appliance customers, system builders and cloud and datacenter
customers. Netlist holds a portfolio of patents, many seminal, in
the areas of hybrid memory, storage class memory, rank
multiplication and load reduction. To learn more, visit
www.netlist.com.
Safe Harbor Statement
This news release contains
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements are statements other than historical facts and often
address future events or Netlist's future performance.
Forward-looking statements contained in this news release include
statements about the anticipated closing of the offering.
All forward-looking statements reflect management's present
assumptions, expectations and beliefs regarding future events and
are subject to known and unknown risks, uncertainties and other
factors that could cause actual results to differ materially from
those expressed in or implied by any forward-looking
statements. These risks, uncertainties and other factors
include, among others, risks associated with patent infringement
litigation initiated by Netlist, such as ongoing proceedings
against SK hynix Inc., as well as the costs and unpredictability of
any such litigation and Netlist's strategies in connection with
such litigation. These and other risks and uncertainties
are described in Netlist's annual report on Form 10-K for its most
recently completed fiscal year filed on March 30, 2018, and
the other filings it makes with the U.S. Securities and Exchange
Commission from time to time, including any subsequently filed
quarterly and current reports. In light of these risks,
uncertainties and other factors, these forward-looking statements
should not be relied on as predictions of future events.
These forward-looking statements represent Netlist's
assumptions, expectations and beliefs only as of the date they are
made, and except as required by law, Netlist undertakes no
obligation to revise or update any forward-looking statements for
any reason.
For more information, please contact:
The Plunkett Group
Mike Smargiassi/Sharon Oh
NLST@theplunkettgroup.com
(212) 739-6729
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SOURCE Netlist, Inc.