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Peraso Inc. is asking stockholders to vote at a virtual annual meeting on September 10, 2026. Proposals include electing four directors, ratifying Weinberg & Company, P.A. as auditor, and an advisory vote on named executive officer pay.
The company seeks to amend its 2019 Stock Incentive Plan to add 1,500,000 shares for equity awards and to approve a Nasdaq Listing Rule 5635(d) “Nasdaq 20% Cap Removal Proposal” tied to a Common Stock Purchase Agreement with Roth Principal Investments, potentially involving issuance of at least 20% of pre-agreement common shares. As of July 20, 2026, there were 15,051,883 shares of common stock and 23,158 Exchangeable Shares outstanding and entitled to vote.
2025 compensation totaled $499,000 for CEO Ronald Glibbery, $404,000 for CFO James Sullivan, and $374,000 for COO Bradley Lynch, including stock options. The pay-versus-performance table shows 2025 net loss of $4,753,000 and a cumulative TSR value of (97.02) on a $100 investment from the measurement start date.
Peraso Inc. reported that on July 28, 2026, director Daniel Lewis notified the company that, in connection with his planned retirement, he will not stand for re-election when his current term ends at the company’s 2026 annual meeting of stockholders.
The company stated that Mr. Lewis’ retirement and decision not to stand for re-election were not the result of any disagreement regarding its operations, policies or practices.
Peraso Inc. reported that Nasdaq notified it on July 21, 2026 that its common stock no longer satisfies the Nasdaq Capital Market minimum $1 bid price requirement, based on the closing bid price for 30 consecutive business days ended July 20, 2026. Under Nasdaq rules, Peraso has 180 calendar days, until January 19, 2027, to regain compliance by achieving a closing bid of at least $1 per share for at least ten consecutive business days. If it still does not meet the standard, it may be eligible for an additional 180-day period if it meets other listing criteria and notifies Nasdaq of its intent to cure, including by a reverse stock split if necessary. The notice does not immediately remove the stock from Nasdaq, and the company is monitoring its share price and options.
The board also set September 10, 2026 as the date of the virtual 2026 annual meeting of stockholders, with a record date of July 20, 2026. Shareholder proposals, director nominations and universal proxy notices are due by 5:00 p.m. Eastern on August 3, 2026.
Peraso Inc. is registering the resale of up to 31,750,000 shares of common stock by Roth Principal Investments, LLC under a committed equity facility. Peraso may, at its sole discretion over up to 36 months, sell shares to Roth for up to $25,000,000, priced off VWAP with discounts of 3.0% for Market Open and Intraday purchases and 5.0% for Pre- and Post-Market purchases. Peraso receives proceeds only from its sales to Roth, not from Roth’s resales.
Nasdaq rules cap issuances to Roth at 3,004,114 shares (19.99%) unless shareholders approve more or the average purchase price is at least $0.9853, and Roth cannot exceed a 4.99% Beneficial Ownership Limitation. Peraso had 15,040,679 shares outstanding as of June 23, 2026; if all 31,750,000 shares were issued, they would represent 67.9% of outstanding shares and non-affiliate holdings as of that date. A $500,000 commitment fee and legal reimbursements are payable to Roth, and Peraso expects to use any net proceeds for working capital and general corporate purposes, including product development and expansion in drone, defense and tactical communications markets.
Peraso Inc. entered into a letter agreement with Roth Principal Investments, LLC on July 10, 2026, modifying terms of an existing Common Stock Purchase Agreement dated June 30, 2026. Under the new letter agreement, the purchase price discount for both Pre-Market and Post-Market Purchases is set at 5.0% of the VWAP
Peraso Inc., a Delaware corporation, filed a Regulation D Form D notice for a new exempt offering of equity securities.
The company established a committed equity facility giving it the right, in its sole discretion, to sell up to $25,000,000 of its common stock from time to time. As of the filing, the total amount sold is $0, so the full $25,000,000 remains available. The exemption claimed is under Rule 506(b), and reported finders' fees are $0. The notice is signed by chief financial officer James Sullivam on 2026-07-06, with the first sale yet to occur.
Peraso Inc. has filed an S-1 to register up to 31,750,000 shares of common stock for resale by Roth Principal Investments, LLC under a committed equity facility. Peraso is not selling shares in this prospectus; Roth, as the selling stockholder and an underwriter, will resell any shares it acquires.
Under a Common Stock Purchase Agreement, Peraso may, at its sole discretion, sell up to $25,000,000 of stock to Roth over a period of up to 36 months through various purchase types at VWAP-based prices, generally at a 3%–6% discount. Peraso would use any proceeds for working capital and general corporate purposes.
As of June 23, 2026, Peraso had 15,040,679 shares outstanding. The filing notes a Nasdaq “Exchange Cap” of 3,004,114 shares (19.99% of pre‑agreement shares) unless pricing or stockholder approval conditions are met, and a 4.99% beneficial ownership limit for Roth, highlighting potential dilution if large volumes are issued.
Peraso Inc. entered into a committed equity facility with Roth Principal Investments, allowing the company, at its discretion, to sell up to $25,000,000 of newly issued common stock over a period of up to 36 months after a resale registration statement is declared effective. Purchases can occur in several intraday windows at prices based on the stock’s VWAP, at discounts of 3% for Market Open and Intraday Purchases and 6% for Pre- and Post-Market Purchases. Nasdaq rules cap initial issuances at 3,004,114 shares, or 19.99% of shares outstanding before the agreement, unless pricing conditions or stockholder approval remove this limit, and Roth’s beneficial ownership cannot exceed 4.99%. Peraso plans to use any net proceeds for working capital and to support product development and expansion in drone, defense and tactical communications markets.
Peraso Inc. filed a prospectus supplement to increase the maximum amount of common stock it may sell under its at-the-market offering program with Ladenburg Thalmann to an aggregate of $670,000 of shares. This is on top of approximately $9,370,130 in shares already sold under the same Sales Agreement. The shares are offered under an effective Form S-3 registration statement and related base prospectus, as updated by several prospectus supplements including the new one. Peraso also filed a legal opinion from Mitchell Silberberg & Knupp LLP covering the validity of the shares issued under this program.