PRSO boosts ATM capacity by $2.125M

PRSO amends its shelf prospectus to increase at-the-market capacity to an aggregate offering price of up to $2,125,000.

Rhea-AI Filing Summary

PRSO amends its shelf prospectus to increase at-the-market capacity to an aggregate offering price of up to $2,125,000. The supplement updates the Sales Agreement with Ladenburg Thalmann & Co. Inc. and notes approximately $7,245,131 in aggregate sales made under prior prospectus supplements.

As of April 10, 2026, the filing reports a public float of $25,732,336 based on 12,613,890 shares outstanding and a closing price of $2.04 per share (March 6, 2026). The company also revises a preliminary revenue estimate for the quarter ended March 31, 2026 to approximately $0.9 million to $1.0 million, down from an earlier estimate of $1.2 million; final results remain subject to quarter-end close.

Insights

Capital Markets Analyst

Amends ATM capacity to $2.125M; sales to date and public float reported.

The supplement increases the at‑the‑market offering capacity under the Sales Agreement with Ladenburg to an aggregate offering price of $2,125,000, and discloses prior aggregate sales of $7,245,131. It cites the controlling Form S-3 rule: General Instruction I.B.6.

The filing quantifies the public float as $25,732,336 based on April 10, 2026 and notes shares outstanding of 12,613,890. Cash‑flow treatment is primary offering proceeds to the issuer under the Sales Agreement as structured (ATM sales).

Financial Reporting Specialist

Preliminary revenue guidance revised downward; results unaudited.

Management now estimates total revenues for the quarter ended March 31, 2026 of $0.9M–$1.0M, compared with an earlier conference‑call estimate of $1.2M. These are preliminary internal estimates and the company warns actual results may differ materially pending quarter‑end close.

Readers should treat the range as provisional until condensed consolidated financials are finalized and filed.

Key Figures

ATM capacity: $2,125,000 Prior ATM sales: $7,245,131 Public float: $25,732,336 +3 more

6 metrics

ATM capacity $2,125,000 aggregate offering price under Sales Agreement (Prospectus Supplement dated April 10, 2026)

Prior ATM sales $7,245,131 aggregate sales pursuant to the Prior Prospectus to date

Public float $25,732,336 public float as of April 10, 2026

Shares outstanding 12,613,890 shares shares outstanding as of April 10, 2026

Preliminary Q1 revenue estimate $0.9M–$1.0M quarter ended March 31, 2026, revised from $1.2M

Reference closing price $2.04 per share closing price on Nasdaq Capital Market on March 6, 2026 used for public float

Key Terms

At the Market Offering Agreement, General Instruction I.B.6 of Form S-3, public float

3 terms

At the Market Offering Agreement financial

"offer and sale of shares . . . pursuant to the terms of an At the Market Offering Agreement"

An at-the-market offering agreement is a contract that lets a company sell newly issued shares directly into the open market through a broker, at whatever price the stock is trading at that moment. For investors this matters because it can increase the number of shares available (which may dilute existing ownership) while providing a flexible, often faster way for the company to raise cash without fixing a price, similar to a vendor selling small batches at current market stalls rather than setting a single fixed price.

General Instruction I.B.6 of Form S-3 regulatory

"increase the maximum amount of shares . . . under General Instruction I.B.6 of Form S-3"

public float financial

"aggregate market value of our outstanding common stock held by non-affiliates"

Public float is the total number of a company's shares that are available for trading by the general public. It excludes shares held by company insiders or large stakeholders who are unlikely to sell them easily. This figure helps investors understand how much of the company's stock is actively available, which can influence its liquidity and how easily its price might change.

Offering Details

ATM · $2,125,000

Offering

Offering Type ATM

Securities Offered common stock

Offering Amount $2,125,000

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What offering size did PRSO add in the April 10, 2026 prospectus supplement?

The supplement increases PRSO's at‑the‑market capacity by an aggregate offering price of $2,125,000. This amount is incremental to prior sales under the registration statement.

How much has PRSO sold under the prior prospectus supplements?

The filing states PRSO sold common stock with an aggregate sales price of approximately $7,245,131 pursuant to the Prior Prospectus to date. Those sales were effected under the same Sales Agreement.

What public float and share count does PRSO report?

As of April 10, 2026 PRSO reports a public float of $25,732,336, based on 12,613,890 shares outstanding and a referenced closing price of $2.04 per share on Nasdaq (March 6, 2026).

What preliminary revenue did PRSO report for Q1 (ended March 31, 2026)?

Management now expects total revenues for the quarter ended March 31, 2026 to be approximately $0.9M to $1.0M, revised from an earlier estimate of $1.2M; these are preliminary and subject to final close.

Who is the sales agent under the at‑the‑market agreement?

The Sales Agreement under which ATM sales occur is with Ladenburg Thalmann & Co. Inc., the named agent in the prospectus supplement dated April 10, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/10/2026 - 04:30 PM EDT Learn about SEC filing dates

Filed pursuant to Rule 424(b)(5)

Registration No. 333-280798

PROSPECTUS SUPPLEMENT

(To Prospectus Supplements Dated August 30, 2024, December 10, 2024, October 10, 2025 and November 21, 2025
to Prospectus Dated July 22, 2024)

Up to $2,125,000

Shares of Common Stock

This prospectus supplement (this “Prospectus Supplement”) amends and supplements the information in the prospectus, dated July 22, 2024 (the “Prospectus”), filed with the Securities and Exchange Commission as a part of our registration statement on Form S-3 (File No. 333-280798) (the “Registration Statement”), as previously supplemented by our prospectus supplements, dated August 30, 2024, December 10, 2024, October 10, 2025 and November 21, 2025 (such prospectus supplements together with the Prospectus, the “Prior Prospectus”), relating to the offer and sale of shares of our common stock, $0.001 par value per share, pursuant to the terms of an At the Market Offering Agreement, dated August 30, 2024 (the “Sales Agreement”) with Ladenburg Thalmann & Co. Inc (“Ladenburg”). This Prospectus Supplement should be read in conjunction with the Prior Prospectus, and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the Prior Prospectus. This Prospectus Supplement is not complete without, and may only be delivered or utilized in connection with, the Prior Prospectus and any future amendments or supplements thereto.

We are filing this Prospectus Supplement to amend the Prior Prospectus to increase the maximum amount of shares that we are eligible to sell under the Registration Statement pursuant to the Sales Agreement under General Instruction I.B.6 of Form S-3. As a result of these limitations and the current public float of our common stock, and in accordance with the terms of the Sales Agreement, we may offer and sell shares of our common stock having an aggregate offering price of up to $2,125,000 from time to time through Ladenburg, which does not include the shares of common stock having an aggregate sales price of approximately $7,245,131 that were sold pursuant to the Prior Prospectus to date. In the event that we may sell additional amounts under the Sales Agreement in accordance with General Instruction I.B.6, we will file another prospectus supplement prior to making such additional sales. This Prospectus Supplement amends and/or supplements only those sections of the Prior Prospectus as listed in this Prospectus Supplement; all other sections of the Prior Prospectus remain as is.

As of April 10, 2026, the aggregate market value of our outstanding common stock held by non-affiliates, or the public float, was approximately $25,732,336, which was calculated based on 12,613,890 shares of common stock (including common stock issuable upon the exchange of exchangeable shares) outstanding as of April 10, 2026 held by non-affiliates at a price of $2.04 per share, the closing price of our common stock on the Nasdaq Capital Market on March 6, 2026. During the 12 calendar months prior to, and including, the date of this Prospectus Supplement, we sold securities with an aggregate market value of approximately $6,452,424 pursuant to General Instruction I.B.6 of Form S-3. Pursuant to General Instruction I.B.6 of Form S-3, in no event may we sell, pursuant to the Registration Statement of which this Prospectus Supplement and the Prior Prospectus are a part, securities in a public primary offering with a value exceeding one-third of the aggregate market value of our public float in any 12-month period, so long as our public float remains below $75,000,000.

Our common stock is traded on the Nasdaq Capital Market under the symbol “PRSO.” On April 9, 2026, the last reported sale price of our common stock on the Nasdaq Capital Market was $1.00 per share.

Investing in our common stock involves a high degree of risk. Please read the information contained in and incorporated by reference under the heading “Risk Factors” beginning on page S-8 of the prospectus supplement dated August 30, 2024, under the heading “Risk Factors” beginning on page 4 of the Prospectus and the risk factors described in our most recent Annual Report on Form 10-K and in the documents that are incorporated by reference into this Prospectus Supplement and the Prior Prospectus, and under similar headings in the other documents that are filed after the date hereof and incorporated by reference into this Prospectus Supplement and the Prior Prospectus as they may be amended, updated or modified periodically in our reports filed with the Securities and Exchange Commission.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. 

Ladenburg Thalmann

The date of this prospectus supplement is April 10, 2026.

RECENT DEVELOPMENT

Updated Preliminary Revenue Estimate for the Quarterly Period Ended March 31, 2026

On March 16, 2026, we announced on our conference call that we expect total revenues for the quarterly period ended March 31, 2026 to be approximately $1.2 million.

Based on our preliminary internal financial reports, we now expect that our total revenues for the quarterly period ended March 31, 2026 will be approximately $0.9 million to $1.0 million.

We are currently in the process of finalizing our condensed consolidated financial results for the quarterly period ended March 31, 2026 and, therefore, our actual results for this period are not yet available. Our actual results may differ materially from the estimated preliminary results set forth above and will not be finalized until after we complete our normal quarter-end financial accounting close process. Our preliminary results set forth above reflect management’s best estimate of the impact of events during the quarter and are based on the information currently available to us as of the date hereof.

Accordingly, undue reliance should not be placed on this preliminary estimate.