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Peraso Announces Pricing of $4 Million Underwritten Public Offering

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Peraso Inc. (NASDAQ:PRSO) has announced the pricing of its underwritten public offering of shares of common stock, pre-funded warrants, Series A warrants, and Series B warrants. Ladenburg Thalmann & Co. Inc. is acting as the sole book-running manager for the Offering. Each share of common stock and each pre-funded warrant is being sold together with one Series A warrant to purchase two shares of common stock and one Series B warrant to purchase two shares of common stock. The Series A warrants have an exercise price of $2.25 per share and will expire five years following the date of issuance. The Series B warrants have an exercise price of $2.25 per share and will expire six months following the date of issuance. The pre-funded warrants will be immediately exercisable at a nominal exercise price of $0.001 per share. The combined public offering price of each share of common stock, together with the accompanying Series A warrant and Series B warrant, is $2.10, less underwriting discounts and commissions. The combined public offering price of a pre-funded warrant, together with the accompanying Series A warrant and Series B warrant, is $2.099, less underwriting discounts and commissions. The Offering is expected to close on or before February 10, 2024.
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Peraso Inc.'s announcement of its public offering is a critical event that requires scrutiny from a financial perspective. The offering includes a mix of common stock and warrants, which is a strategic move to raise capital while providing investors with potential for future equity. The pricing of the offering at $2.10 per share, which is bundled with Series A and Series B warrants, appears to be a discounted deal designed to incentivize participation.

An important aspect to consider is the dilutive effect this offering may have on existing shareholders. The issuance of additional shares and warrants increases the total share count, which could lead to earnings per share dilution if the raised capital does not proportionally contribute to an increase in the company's earnings. However, if the capital is used efficiently for growth initiatives or to strengthen the balance sheet, it could enhance the company's value in the long run.

The immediate exercisability of the Series A and Series B warrants, along with their fixed price, suggests confidence in the company's prospects, as it may signal to the market that the current share price is undervalued. Additionally, the short-term expiry of Series B warrants could create a near-term catalyst for the stock, potentially increasing trading volume and interest in the company.

Overall, the offering's success and its impact on the stock will largely depend on investor perception of Peraso's growth potential and the intended use of the proceeds. Market conditions and investor sentiment at the time of the offering will also play significant roles.

From a market research standpoint, Peraso Inc.'s entry into a public offering is indicative of its intent to capitalize on its position in the mmWave technology sector. This technology is crucial for the advancement of 5G and potentially 6G, which has a broad range of applications from telecommunications to autonomous driving. The offering could position Peraso to take advantage of the growing demand for high-speed wireless communication.

Moreover, the structure of the offering, with both Series A and Series B warrants, suggests a strategic approach to not only raise funds but also to maintain investor interest over different time horizons. The varied expiry dates of the warrants could cater to both short-term and long-term investors, potentially diversifying the investor base and stabilizing the stock price.

Investors and stakeholders should monitor the uptake of the offering and the subsequent deployment of capital. If the funds are directed towards R&D or market expansion, it could signal a positive trajectory for the company's growth and market share. However, if the raised capital is primarily used for debt servicing or operational losses, it may raise concerns about the company's current financial health and future profitability.

Legally, the structure of Peraso's offering is straightforward, with fixed-priced warrants and no anti-dilution provisions, which simplifies the terms for potential investors. The absence of price-based anti-dilution features indicates that current shareholders are not being offered protection against future equity financings that could be conducted at lower prices. This is a notable point for investors, as it reflects the potential risks associated with dilution.

The regulatory aspect of such an offering includes compliance with SEC guidelines and ensuring full disclosure of terms to investors. The company's adherence to these regulations will be crucial in maintaining investor trust and avoiding legal complications. It is also essential for investors to understand the terms of the warrants, including the exercise price and expiry dates, as these details have significant implications on the potential return on investment.

Furthermore, the role of Ladenburg Thalmann & Co. Inc. as the sole book-running manager implies a level of due diligence and credibility in the offering process. Their involvement could be seen as a positive signal to the market regarding the offering's legitimacy and the company's prospects.

SAN JOSE, CA / ACCESSWIRE / February 6, 2024 / Peraso Inc. (NASDAQ:PRSO) ("Peraso" or the "Company"), a leader in mmWave technology, today announced the pricing of its underwritten public offering of 480,000 shares of common stock, pre-funded warrants to purchase up to 1,424,760 shares of common stock, Series A warrants to purchase up to 3,809,520 shares of common stock and Series B warrants to purchase up to 3,809,520 shares of common stock (the "Offering").

Ladenburg Thalmann & Co. Inc. is acting as the sole book-running manager for the Offering.

Each share of common stock and each pre-funded warrant is being sold together with one Series A warrant to purchase two shares of common stock and one Series B warrant to purchase two shares of common stock. The Series A warrants have an exercise price of $2.25 per share, are exercisable immediately upon issuance, and will expire five years following the date of issuance. The Series B warrants have an exercise price of $2.25 per share, are exercisable immediately upon issuance, and will expire six months following the date of issuance. The pre-funded warrants will be immediately exercisable at a nominal exercise price of $0.001 per share and may be exercised at any time until all of the pre-funded warrants are exercised in full. The warrants are fixed priced and do not contain any price based anti-dilution or variable pricing features. The combined public offering price of each share of common stock, together with the accompanying Series A warrant and Series B warrant, is $2.10, less underwriting discounts and commissions. The combined public offering price of pre-funded warrant, together with the accompanying Series A warrant and Series B warrant, is $2.099, less underwriting discounts and commissions.

The Offering is expected to close on or about February 8, 2024, subject to the satisfaction of customary closing conditions.

In addition, the Company has granted the underwriter a 45-day option to purchase up to an additional 285,714 shares of common stock, Series A warrants to purchase up to an additional 571,428 shares of common stock and/or Series B warrants to purchase up to an additional 571,428 shares of common stock at the public offering price, less underwriting discounts and commissions.

The gross proceeds from the Offering to the Company, before deducting underwriting discounts and commissions and other Offering expenses and excluding any proceeds that may be received upon the exercise of the warrants and the exercise of the underwriter's option to purchase additional shares of common stock, Series A warrants and/or Series B warrants, are expected to be approximately $4 million. Peraso currently intends to use the net proceeds of the Offering to fund operations and for working capital and other general corporate purposes.

The securities described above are being offered pursuant to Peraso's registration statement on Form S-1 (File No. 333-276247) previously filed with and subsequently declared effective by the Securities and Exchange Commission (the "SEC") on February 6, 2024. The securities may be offered only by means of a prospectus which forms part of the effective registration statement. A preliminary prospectus describing the terms of the Offering has been filed with the SEC and is available on the SEC's website located at http://www.sec.gov. A final prospectus relating to this Offering will be filed by the Company with the SEC. Electronic copies of the final prospectus relating to the Offering, when available, may also be obtained by contacting Ladenburg Thalmann & Co. Inc., Prospectus Department, 640 Fifth Avenue, 4th Floor, New York, New York 10019 or by email at prospectus@ladenburg.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. The Company may, in some cases, use terms such as "predicts," "believes," "potential," "proposed," "continue," "estimates," "anticipates," "expects," "plans," "intends," "may," "could," "might," "will," "should" or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. Forward-looking statements may include, without limitation, statements regarding the Company's expectations with respect to market conditions, the timing and completion of the Offering and the intended use of net proceeds from the Offering. Such statements are based on information available to the Company as of the date of this press release and are subject to numerous important factors, risks and uncertainties that may cause actual events or results to differ materially from the Company's current expectations, including market conditions, risks associated with the cash requirements of Peraso's business and other risks detailed from time to time in the Company's filings with the SEC, and represent views only as of the date they are made and should not be relied upon as representing views as of any subsequent date. The Company does not assume any obligation to update any forward-looking statements.

About Peraso Inc.
Peraso Inc. (NASDAQ:PRSO) is a pioneer in high performance 60 GHz unlicensed and 5G mmWave wireless technology, offering chipsets, antenna modules, software and IP. Peraso supports a variety of applications, including fixed wireless access, immersive video and factory automation. In addition, Peraso's solutions for data and telecom networks focus on Accelerating Data Intelligence and Multi-Access Edge Computing, providing end-to-end solutions from the edge to the centralized core and into the cloud. For additional information, please visit www.perasoinc.com.

Company Contact:
Jim Sullivan, CFO
Peraso Inc.
P: 408-418-7500
E: jsullivan@perasoinc.com

Investor Relations Contacts:
Shelton Group
Brett L. Perry | Leanne K. Sievers
P: 214-272-0070| 949-224-3874
E: sheltonir@sheltongroup.com

SOURCE: Peraso, Inc.



View the original press release on accesswire.com

Peraso Inc.'s ticker symbol is PRSO.

Peraso Inc. has announced the pricing of its underwritten public offering of shares of common stock, pre-funded warrants, Series A warrants, and Series B warrants.

Ladenburg Thalmann & Co. Inc. is acting as the sole book-running manager for the Offering.

The Series A warrants have an exercise price of $2.25 per share and will expire five years following the date of issuance. The Series B warrants have an exercise price of $2.25 per share and will expire six months following the date of issuance.

The combined public offering price of each share of common stock, together with the accompanying Series A warrant and Series B warrant, is $2.10, less underwriting discounts and commissions.

The Offering is expected to close on or before February 10, 2024.
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About PRSO

peraso is a fabless semiconductor company specializing in the development of integrated circuits for the 60 ghz wireless marketplace. peraso’s goal is to provide best in class products for the consumer electronics (ce) market in general, and specifically to the mobile segment, including smartphones, tablets, and digital cameras. as such, peraso endeavors to incorporate features critical to the mobile market in our products, including minimal footprint, low power consumption and competitive price points. peraso offers exciting new challenges in a dynamic entrepreneurial environment. peraso offers engineers an opportunity to participate in some of the most advanced technology development in the world. specialties include millimeter wave 60 ghz wireless circuit design, advanced antenna and phased array design, advanced packaging design, high speed mixed signal and digital design, phy/mac architecture development and real-time software development. peraso is practicing true state-of-the-ar