Correspondence 0001104659-24-086744 from NETLIST INC (NLST)
NETLIST INC
Date: Aug. 7, 2024 · CIK: 0001282631 · Accession: 0001104659-24-086744
AI Filing Summary & Sentiment
File numbers found in text: 333-280985
Referenced dates: July 31, 2024
Letter
VIA EDGAR Division of Corporation Finance Office of Manufacturing United States Securities and Exchange Commission Re: Netlist, Inc. Registration Statement on Form S-3 Filed July 24, 2024 File No. 333-280985
Dear Mr. Dias and Ms. Purnell:
On behalf of Netlist, Inc. (the “Company”), we are submitting this letter in response to the written comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated July 31, 2024, with respect to the Company’s Registration Statement on Form S-3 filed with the Commission on July 24, 2024 (the “S-3”) (File No. 333-280985).
The Company understands that your review and comments are intended to assist them in compliance with applicable disclosure requirements and to enhance the overall quality of the disclosure in their filings. The Company shares these objectives and is responding to your comments with these goals in mind. Set forth below are the heading and text of each comment, followed by the Company’s response.
Registration Statement on Form S-3 filed with the Commission on July 24, 2024
General
1. Please revise your prospectus to identify Lincoln Park as a selling stockholder and include disclosure required under Item 507 of Regulation S-K.
August 7, 2024
Page 2
Response:
The Company respectfully acknowledges the Staff’s comment. On August 7, 2024, the Company filed a Pre-Effective Amendment No. 1 to the S-3, which removed the prospectus supplement related to the offer and sale of shares of the Company’s common stock that the Company may issue and sell to Lincoln Park Capital Fund, LLC (“Lincoln Park”) from time to time under a purchase agreement that the Company entered into with Lincoln Park on September 28, 2021 (the “Purchase Agreement”). At this time, the Company does not presently intend to use the Purchase Agreement for the remainder of its term.
* * *
We hope that the foregoing has been responsive to the Staff’s comments. If you have any additional questions or comments related to this letter, please feel free to contact me directly at MRLevy@mintz.com or 858-314-1873.
Very truly yours,
/s/ Melanie Ruthrauff Levy
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3580 Camel Mountain
Road
Suite 300
San Diego, CA 92130
858 314 1500
mintz.com
August 7, 2024
VIA EDGAR
Division of Corporation Finance
Office of Manufacturing
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-3628
Attn:
Eranga Dias
Erin Purnell
Re:
Netlist, Inc.
Registration Statement on Form S-3
Filed July 24, 2024
File No. 333-280985
Dear Mr. Dias
and Ms. Purnell:
On
behalf of Netlist, Inc. (the “Company”), we are submitting this letter in response to the written comments of
the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated July 31,
2024, with respect to the Company’s Registration Statement on Form S-3 filed with the Commission on July 24, 2024 (the
“S-3”) (File No. 333-280985).
The Company understands that your review and
comments are intended to assist them in compliance with applicable disclosure requirements and to enhance the overall quality of the
disclosure in their filings. The Company shares these objectives and is responding to your comments with these goals in mind. Set forth
below are the heading and text of each comment, followed by the Company’s response.
Registration Statement on Form S-3
filed with the Commission on July 24, 2024
General
1. Please revise your prospectus to
identify Lincoln Park as a selling stockholder and include disclosure required under Item
507 of Regulation S-K.
August 7, 2024
Page 2
Response:
The Company respectfully acknowledges the Staff’s
comment. On August 7, 2024, the Company filed a Pre-Effective Amendment No. 1 to the S-3, which removed the prospectus supplement
related to the offer and sale of shares of the Company’s common stock that the Company may issue and sell to Lincoln Park Capital
Fund, LLC (“Lincoln Park”) from time to time under a purchase agreement that the Company entered into with Lincoln
Park on September 28, 2021 (the “Purchase Agreement”). At this time, the Company does not presently intend to
use the Purchase Agreement for the remainder of its term.
* * *
We
hope that the foregoing has been responsive to the Staff’s comments. If you have any additional questions or comments related to
this letter, please feel free to contact me directly at MRLevy@mintz.com or 858-314-1873.
Very truly yours,
/s/ Melanie Ruthrauff Levy
Melanie Ruthrauff Levy
cc:
Scott Stanton, Mintz. Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Gail Sasaki, Netlist, Inc.