Post-effective Amendment to an S-8 Filing (s-8 Pos)
March 02 2022 - 4:48PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on March 2, 2022
Registration No. 333-237047
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
File No. 333-237047
TO
FORM S-8
REGISTRATION
STATEMENT
UNDER THE SECURITIES ACT OF 1933
NETLIST, INC.
(Exact name of registrant as specified in its charter)
Delaware |
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95-4812784 |
(State or other jurisdiction of |
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(I.R.S. Employer |
incorporation or organization) |
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Identification No.) |
111 Academy, Suite 100
Irvine, CA 92617
(Address of Principal Executive Offices) (Zip Code)
Amended and Restated 2006 Equity Incentive
Plan of Netlist, Inc.
Employment Inducement Stock Option Agreement
(Full title of the plan)
Chun K. Hong
President, Chief Executive Officer and Sole
Director
111 Academy, Suite 100, Irvine, CA
92617
(Name and address of agent for service)
(949) 435-0025
(Telephone number, including area code, of agent
for service)
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
Large accelerated
filer x |
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Accelerated
filer ¨ |
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Non-accelerated
filer ¨ |
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Smaller
reporting company ¨ |
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Emerging
growth company ¨ |
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
DEREGISTRATION OF UNSOLD SECURITIES
Netlist, Inc. (the “Company” or
“Registrant”) is filing this post-effective amendment (the “Post-Effective Amendment”) to the following Registration
Statement on Form S-8 (“Registration Statement”), which has been previously filed with the Securities and Exchange Commission
(the “SEC”), to deregister certain shares of the Company’s common stock, par value $0.001 per share (“Common Stock”),
registered but unsold or otherwise unissued under the below Registration Statement as follows:
| · | Registration Statement on Form S-8 (No. 333-237047) filed with the SEC on March 10, 2020, pertaining to the registration
of (i) 1,200,000 shares of Common Stock available for issuance under the Amended and Restated 2006 Equity Incentive Plan of the Company
and (ii) 400,000 shares of Common Stock that may be issued upon exercise of an employment inducement stock option award (the “Frechette
Inducement Award”) granted to Marc Frechette pursuant to a Stock Option Agreement dated July 26, 2019 between the Company and
Mr. Frechette (the “Frechette Agreement”). |
With respect to the Common Stock subject to the Frechette
Inducement Award, 200,000 shares of Common Stock included in this Registration Statement are no longer issuable pursuant to the Frechette
Agreement.
Therefore, in accordance with an undertaking made
by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, the securities registered
under the Registration Statement that have not been sold, the Company hereby amends the Registration Statement to deregister 200,000 shares
of Common Stock registered and unsold under the Registration Statement on Form S-8 (No. 333-237047).
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended (the “Securities Act”), the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused the Post-Effective Amendment to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Irvine, State of California, on March 2, 2022.
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NETLIST, INC. |
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By: |
/s/ Chun K. Hong |
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Chun K. Hong |
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President, Chief Executive Officer and Sole Director |
Pursuant to the requirements of the Securities
Act, the Post-Effective Amendment has been signed by the following persons in the capacities and on the dates indicated.
Signature |
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Title(s) |
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Date |
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/s/ Chun K. Hong |
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President, Chief Executive Officer and Sole Director |
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March 2, 2022 |
Chun K. Hong |
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(Principal Executive Officer) |
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/s/ Gail Sasaki |
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Executive Vice President and Chief Financial Officer |
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March 2, 2022 |
Gail Sasaki |
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(Principal Financial and Principal Accounting Officer) |
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INDEX TO EXHIBITS
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