PRSO boosts ATM capacity by $670K

PRSO supplements its Form S-3 prospectus to increase the amount available under an At-the-Market sales agreement with Ladenburg Thalmann to permit up to $670,000 aggregate offering price of common stock to be sold from time to time.

Rhea-AI Filing Summary

PRSO supplements its Form S-3 prospectus to increase the amount available under an At-the-Market sales agreement with Ladenburg Thalmann to permit up to $670,000 aggregate offering price of common stock to be sold from time to time. The supplement states prior sales under the program totaled approximately $9,370,130. The company reports a public float of $27,523,842 based on 14,718,632 shares outstanding as of May 12, 2026 and a last reported Nasdaq sale price of $0.9793 on May 13, 2026. Sales under General Instruction I.B.6 of Form S-3 remain subject to the one-third-of-public-float limit in any 12-month period; PRSO reports it sold $8,502,675 in the prior 12 months under that instruction.

Insights

Equity Capital Markets Banker

ATM increase adds modest near-term issuance capacity under Nasdaq-accessible shelf.

The supplement raises the aggregate at-the-market capacity by $670,000 under the existing Sales Agreement with Ladenburg Thalmann, permitting incremental common stock placements at prevailing market prices. The amendment references prior sales of approximately $9,370,130 under the same Registration Statement.

Execution depends on market interest and the company’s decision to utilize the Sales Agreement; proceeds treatment is standard primary issuance proceeds to the issuer. Timing and use of proceeds are not specified in the excerpt.

Securities Counsel

The filing cites Form S-3 General Instruction I.B.6 limits and memorializes required prospectus supplement updates.

The supplement complies with the instruction limiting primary offerings to one-third of public float in any 12-month period while public float is below $75,000,000. It also discloses the public float calculation: $27,523,842 based on 14,718,632 shares as of May 12, 2026.

Any additional sales that would exceed the instruction must be preceded by a further prospectus supplement; the filing preserves that condition verbatim.

Key Figures

New ATM capacity: $670,000 Prior sales under Prior Prospectus: $9,370,130 Public float: $27,523,842 +3 more

6 metrics

New ATM capacity $670,000 aggregate offering price under Sales Agreement

Prior sales under Prior Prospectus $9,370,130 aggregate sales to date under the Prior Prospectus

Public float $27,523,842 public float as of May 14, 2026

Shares outstanding 14,718,632 shares outstanding as of May 12, 2026

Last reported sale price $0.9793 Nasdaq close on May 13, 2026

12-month prior sales under I.B.6 $8,502,675 aggregate market value sold in prior 12 months under I.B.6

Key Terms

At-the-Market (ATM), Sales Agreement, General Instruction I.B.6, Public float

4 terms

At-the-Market (ATM) financial

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

An at-the-market (ATM) offering is a method a publicly traded company uses to sell newly issued shares directly into the open market over time at prevailing market prices, typically through a broker. It matters because it lets a company raise cash gradually rather than in one large block; for investors, an ATM can increase the supply of shares and influence short-term price movements, like a store restocking small amounts instead of unloading a full shipment at once.

Sales Agreement regulatory

"At the Market Offering Agreement, dated August 30, 2024, with Ladenburg Thalmann"

A sales agreement is a written contract that sets out the terms for selling goods, services, or assets, specifying price, delivery, payment schedule and responsibilities of each side. For investors it matters because it creates a predictable stream of revenue or cash obligations, clarifies timing and risk, and can change a company’s value or forecasts much like a signed order turns a customer’s verbal intent into a firm commitment.

General Instruction I.B.6 regulatory

"Pursuant to General Instruction I.B.6 of Form S-3, in no event may we sell"

Public float market

"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

Offering

Offering Type ATM

FAQ

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

What does the PRSO prospectus supplement do?

It increases the authorized at-the-market capacity by $670,000 under the existing Sales Agreement with Ladenburg Thalmann. The supplement amends the prior prospectus supplements and remains subject to Form S-3 limitations.

How much has PRSO already sold under this registration?

The company states it sold approximately $9,370,130 of common stock under the Prior Prospectus to date. Those prior sales are separate from the newly added $670,000 capacity.

What public-float and share figures does PRSO disclose?

PRSO reports a public float of $27,523,842 based on 14,718,632 shares outstanding as of May 12, 2026. The last reported Nasdaq sale price shown is $0.9793 per share (May 13, 2026).

Are there limits on how much PRSO can sell via this S-3 program?

Yes. Under General Instruction I.B.6 of Form S-3, while public float is below $75,000,000, PRSO may not sell primary securities exceeding one-third of its public float in any 12-month period.

How much did PRSO sell in the prior 12 months under I.B.6?

The supplement states PRSO sold securities with an aggregate market value of approximately $8,502,675 during the 12 calendar months prior to this Prospectus Supplement, pursuant to General Instruction I.B.6.

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

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Accepted by SEC EDGAR 05/14/2026 - 04:30 PM 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, November 21, 2025 and April 10, 2026
to Prospectus Dated July 22, 2024)

 

Up to $670,000

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, November 21, 2025 and April 10, 2026 (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 $670,000 from time to time through Ladenburg, which does not include the shares of common stock having an aggregate sales price of approximately $9,370,130 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 May 14, 2026, the aggregate market value of our outstanding common stock held by non-affiliates, or the public float, was approximately $27,523,842, which was calculated based on 14,718,632 shares of common stock (including common stock issuable upon the exchange of exchangeable shares) outstanding as of May 12, 2026 held by non-affiliates at a price of $1.87 per share, the closing price of our common stock on the Nasdaq Capital Market on March 16, 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 $8,502,675 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 May 13, 2026, the last reported sale price of our common stock on the Nasdaq Capital Market was $0.9793 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 May 14, 2026.