SEC Comment Letter for NETLIST INC (NLST) (CIK 0001282631) (NLST) — Oct 27, 2014
NETLIST INC (NLST) (CIK 0001282631)
Date: Oct. 27, 2014 · CIK: 0001282631 · Accession: 0000000000-14-053379
AI Filing Summary & Sentiment
File numbers found in text: 333-199446
Letter
October 27, 2014 Via E -mail Gail M. Sasaki Vice President and Chief Financial Officer Netlist, Inc. 175 Technology Drive, Suite 150 Irvine, California 926 18
Re: Netlist, Inc. Registration Statement on Form S-3 Filed October 17, 2014 File No. 333-199446
Dear Ms. Sasaki :
This is to advise you that we have not reviewed and will not review your registration statement .
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In the event you request acceleration of the effective date of the pending regist ration statement please provide a written statement from the company acknowledging that:
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Gail M. Sasaki Netlist, Inc. October 27, 2014 Page 2
Please refer to Rules 460 and 46 1 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities un der the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the registered securities .
You may contact Tom Jones at (202) 551 -3602 with any questions.
Sincerely,
/s/ Tom Jones for
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October 27, 2014 Via E -mail Gail M. Sasaki Vice President and Chief Financial Officer Netlist, Inc. 175 Technology Drive, Suite 150 Irvine, California 926 18 Re: Netlist, Inc. Registration Statement on Form S-3 Filed October 17, 2014 File No. 333-199446 Dear Ms. Sasaki : This is to advise you that we have not reviewed and will not review your registration statement . We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In the event you request acceleration of the effective date of the pending regist ration statement please provide a written statement from the company acknowledging that: should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Gail M. Sasaki Netlist, Inc. October 27, 2014 Page 2 Please refer to Rules 460 and 46 1 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities un der the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the registered securities . You may contact Tom Jones at (202) 551 -3602 with any questions. Sincerely, /s/ Tom Jones for Amanda Ravitz Assistant Director cc (via e -mail): Scott M. Stanton, Esq.