NLST Netlist Inc (QB)

As filed with the Securities and Exchange Commission on August 8, 2022

Registration No. 333-254776

Registration No. 333-263233

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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.

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.  o

DEREGISTRATION OF UNSOLD SECURITIES

Netlist, Inc. (the “Company” or “Registrant”) is filing these post-effective amendments (the “Post-Effective Amendments”) to the following Registration Statements on Form S-8 (each, a “Registration Statement,” and collectively, the “Registration Statements”), which have 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 Statements as follows:

·                  Registration Statement on Form S-8 (No. 333-254776) filed with the SEC on March 26, 2021, 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) 450,000 shares of Common Stock that may be issued upon exercise of an employment inducement stock option award (the “Levy Inducement Award”) granted to Todd Levy pursuant to a Stock Option Agreement dated February 1, 2021 between the Company and Mr. Levy (the “Levy Agreement”).

With respect to the Common Stock subject to the Levy Inducement Award, 337,500 shares of Common Stock included in this Registration Statement are no longer issuable pursuant to the Levy Agreement.

·                  Registration Statement on Form S-8 (No. 333-263233) filed with the SEC on March 2, 2022, 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) 55,000 shares of Common Stock that may be issued upon vesting of the Inducement RSU Awards (the “Kim, Lai, and Billitti Inducement Award”) granted to Tag Kim, Jeremy Lai, and Lani Billitti pursuant to Restricted Stock Unit Agreements dated as of February 9, 2022 between the Company and Mr. Kim, Mr. Lai, and Ms. Billitti (the “Kim, Lai, and Billitti Agreement”).

With respect to the Common Stock subject to the Kim, Lai, and Billitti Inducement Award, 5,000 shares of Common Stock included in this Registration Statement are no longer issuable pursuant to the Kim, Lai, and Billitti Agreement.

Therefore, in accordance with an undertaking made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, the securities registered under the Registration Statements that have not been sold, the Company hereby amends the Registration Statements to deregister (i) 337,500 shares of Common Stock registered and unsold under the Registration Statement on Form S-8 (No. 333-254776) and (ii) 5,000 shares of Common Stock registered and unsold under the Registration Statement on Form S-8 (No. 333-263233).

2