On June 3, 2009, Netlist, Inc. (the "Company") issued a press release announcing the Company had received a letter from NASDAQ dated May 29, 2009. The letter informed the Company that the May 27, 2009 departure of Preston Romm from the Company's Board of Directors means that the Company no longer complies with NASDAQ's independent director and audit committee requirements as set forth in Listing Rule 5605. The letter also stated that the Company has until May 27, 2010 at the latest (depending on the date of the Company's next annual meeting) in which to regain compliance.

The press release noted that the Company's Nominating and Corporate Governance Committee has an active search ongoing to locate a suitable replacement for Mr. Romm.

The May 29, 2009 letter from NASDAQ is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein in its entirety.

The press release is attached hereto as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein in its entirety.

The information included in this Item 3.01 of Current Report on Form 8-K, including the attached Exhibits 99.1 and 99.2, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

d) Exhibits

Exhibit
Number                 Description

99.1      Letter from NASDAQ, dated May 29, 2009
99.2      Press Release, dated June 3, 2009.