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Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10 - K ( Mark One ) □ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 2 , 2021 or □ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-33170 N NETLIST , INC . ( Exact name of registrant as specified in its charter ) Delaware ( State or other jurisdiction of incorporation or organization ) 175 Technology Drive , Suite 150 Irvine , California ( Address of principal executive offices ) None . ( 949 ) 435-0025 ( Registrant's telephone number , including area code ) ( I.R.S. employer Identification No. ) 95-4812784 Securities registered pursuant to Section 12 ( b ) of the Act : None Securities registered pursuant to Section 12 ( g ) of the Act : Common Stock , par value $ 0.001 per share ( Title of class ) Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes No Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( § 232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes No Accelerated filer 92618 ( Zip Code ) Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , or a smaller reporting 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 Non - accelerated filer > Smaller reporting company 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 13 ( a ) of the Exchange Act . Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Act ) . Yes □ No - The aggregate market value of voting and non - voting common equity held by non - affiliates as of June 26 , 2020 , the last business day of the registrant's most recently completed second fiscal quarter , was approximately $ 77.6 million . Solely for purposes of this disclosure , shares of common stock held by executive officers and directors of the registrant as of such date have been excluded because such persons may be deemed to be affiliates . This determination of executive officers and directors as affiliates is not necessarily a conclusive determination for any other purposes . As of March 22 , 2021 , there were 215,013,027 outstanding shares of the registrant's common stock . DOCUMENTS INCORPORATED BY REFERENCE