[8-K] Peraso, Inc. Reports Material Event

Rhea-AI Filing Summary

Peraso Inc. furnished a press release reporting its financial results for the three and six months ended June 30, 2025 and provided reconciliations of non‑GAAP measures in Exhibit 99.1.

Management presents non‑GAAP measures that exclude stock‑based compensation, amortization of intangibles (none recorded for the periods because intangibles were fully amortized as of December 31, 2024), severance costs (related to employee reductions begun in November 2023; severance amounts were fully paid in July 2025), and changes in fair value of warrant liabilities (from warrants issued in November 2022 and June 2023). The company defines adjusted EBITDA as GAAP net income (loss) excluding those items plus interest, depreciation and taxes. Reconciliations to the most directly comparable GAAP measures are furnished in the press release. The filing notes these materials are furnished, not "filed," for Section 18 purposes.

Positive

• Press release furnished as Exhibit 99.1 containing financial results and reconciliations.
• Reconciliations to GAAP are provided for the non‑GAAP measures, improving comparability.
• Intangibles fully amortized as of December 31, 2024, so no amortization expense was recorded for the reported periods.
• Severance amounts fully paid in July 2025, settling prior restructuring obligations.

Negative

• Change in fair value of warrant liabilities is recorded in results and can introduce earnings volatility.
• Severance charges were recorded during the six months ended June 30, 2024, reflecting prior workforce reductions and cash outflows.

Insights

Financial Analyst

TL;DR: Routine earnings disclosure with non‑GAAP focus; intangibles fully amortized and severance liabilities settled.

The filing furnishes a press release with second‑quarter results and explains the company’s use of non‑GAAP metrics to exclude stock‑based compensation, amortization (none recorded for the reported periods), severance, and warrant revaluations. The explicit inclusion of reconciliations in Exhibit 99.1 improves transparency for analysts comparing operating performance on a management basis. The settlement of severance cash outflows in July 2025 removes that particular liability from the balance sheet, while the repeated revaluation of warrant liabilities remains a source of earnings volatility.

Corporate Governance Expert

TL;DR: Disclosure is thorough on non‑GAAP adjustments and the nature of past workforce reductions; governance disclosure appears compliant.

The company clearly describes the components excluded from its non‑GAAP measures and why management uses them for budgeting and performance assessment. Noting that these measures are furnished and not filed limits Section 18 liabilities. The disclosure that intangibles are fully amortized and that severance payments were completed provides useful closing of prior restructuring items. The continued revaluation of warrants should be monitored for its governance and disclosure implications due to potential earnings impact.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM 8-K

______________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): August 11, 2025

PERASO INC.

(Exact Name of Registrant as Specified in Charter)

000-32929

(Commission File Number)

Delaware		77-0291941
(State or Other Jurisdiction of Incorporation)		(I.R.S. Employer Identification Number)

2033 Gateway Place, Suite 500

San Jose, California 95110

(Address of principal executive offices, with zip code)

(408) 418-7500

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	PRSO	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with  any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On August 11, 2025, Peraso Inc. (the “Company”) issued a press release announcing its financial results for the three and six months ended June 30, 2025. A copy of this press release is furnished as Exhibit 99.1 to this report. The press release should be read in conjunction with the cautionary language regarding forward-looking statements, which are included in the text of the release.

In addition to disclosing financial results calculated in accordance with U.S. generally accepted accounting principles (“GAAP”), management also presents information regarding the Company’s performance over comparable periods based on cost of goods sold, operating expenses (research and development and sales, general and administrative), operating income (loss), net income (loss) and net income (loss) per share, exclusive of stock-based compensation, amortization of intangible assets, severance costs and change in fair value of warrant liabilities. Because management discloses financial measures calculated without taking into account these items, these financial measures are characterized as “non-GAAP financial measures” under Securities and Exchange Commission rules.

Stock-based compensation charges represent non-cash charges related to equity awards granted by the Company. Although these are recurring charges to the Company’s operations, management believes the measurement of these amounts can vary considerably from period to period and depend substantially on factors that are not a direct consequence of operating performance that is within management’s control. Thus, management believes that excluding these charges facilitates comparisons of the Company’s operational performance in different periods, as well as with similarly determined non-GAAP financial measures of comparable companies.

The Company’s non-GAAP financial measures also exclude amortization of intangibles recorded from the Company’s acquisition of Peraso Technologies Inc. (“Peraso Tech”) in December 2021. Management believes the amortization does not represent operating expenses ordinarily incurred by the Company with respect to its core business. Thus, these charges are excluded from the Company’s non-GAAP financial measures to provide another basis for evaluating and comparing the Company’s performance for the three and six months ended June 30, 2025. There was no amortization recorded for the three and six months ended June 30, 2025, as the intangibles were fully amortized on December 31, 2024. 

The Company’s non-GAAP financial measures also exclude severance costs. In November 2023, the Company implemented an employee lay-off and terminated certain consulting positions (the “Reductions”) to reduce operating expenses and cash burn, as the Company prioritized business activities and projects that it believes will have a higher return on investment. As part of the Reductions, the Company implemented a temporary lay-off that impacted 16 employees (the “Employees”) of Peraso Tech. During the six months ended June 30, 2024, the Company determined that it would not recall any of the 11 Employees that remained on the Company’s payroll and commenced notifying the remaining Employees that their employment would be terminated. As a result of the termination of the Employees’ employment, the Company recorded severance charges during the six months ended June 30, 2024. The severance amounts were fully paid in July 2025.

The Company’s non-GAAP financial measures also exclude the change in fair value of warrant liabilities. In November 2022 and June 2023, the Company issued warrants to an investor in registered direct offerings. These warrants were initially recorded at fair value and are re-valued at each reporting date, with changes in the fair value reported in the statement of operations. The change in the fair value of the warrant liabilities is recorded as other income (expense) in the consolidated statement of operations.

Adjusted EBITDA is GAAP net income (loss), as reported on the Company’s consolidated statements of operations, excluding stock-based compensation, amortization of intangible assets, severance costs, change in fair value of warrant liabilities, interest expense, depreciation and the provision (benefit) for income taxes.

Management and the Company’s board of directors will continue to analyze the historical consolidated results of operations (revenue, cost of goods sold, research and development expenses, selling, general and administrative expenses, operating income (loss), net income (loss) and net income (loss) per share) and adjusted EBITDA to assess the business and compare operating results to the Company’s performance objectives. For example, the Company’s budgeting and planning process utilizes these non-GAAP financial measures.

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The Company discloses these non-GAAP financial measures to the public as an additional means by which investors can assess the Company’s performance and to identify the Company’s operating results for investors on the same basis applied by management. The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations to those financial statements should be carefully evaluated. The non-GAAP financial measures used by the Company may be calculated differently from, and, therefore, may not be comparable to, similarly titled measures used by other companies. The Company has furnished reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures in the press release furnished as Exhibit 99.1.

Moreover, although these non-GAAP financial measures adjust expense, they should not be viewed as a pro-forma presentation reflecting the elimination of the underlying share-based compensation programs, which are an important element of the Company’s compensation structure. GAAP requires that all forms of share-based payments should be valued and included, as appropriate, in results of operations. Management believes these expenses are a material part of the Company’s operating results.

The information contained in this Current Report on Form 8-K and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference to any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release by Peraso Inc. dated August 11, 2025
104		The cover page of this Current Report on Form 8-K, formatted in Inline XBRL

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PERASO INC.
Date: August 11, 2025	By:	/s/ James  Sullivan
		James Sullivan
		Chief Financial Officer

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FAQ

What did Peraso (PRSO) disclose in this 8‑K?

The company furnished a press release with financial results for the three and six months ended June 30, 2025 and provided reconciliations of its non‑GAAP measures in Exhibit 99.1.

Which non‑GAAP adjustments does Peraso exclude from its metrics?

Peraso excludes stock‑based compensation, amortization of intangibles, severance costs, and change in fair value of warrant liabilities from its non‑GAAP measures.

What is included in Peraso’s definition of adjusted EBITDA?

Adjusted EBITDA is GAAP net income (loss) excluding stock‑based compensation, amortization of intangibles, severance costs, change in fair value of warrant liabilities, interest expense, depreciation, and income taxes.

Were there any recent payments related to severance or restructuring?

Yes, severance amounts related to employee reductions were fully paid in July 2025.

Do warrant liabilities affect Peraso’s reported results?

Yes. Warrants issued in November 2022 and June 2023 are re‑valued at each reporting date and the change in fair value is recorded in the statement of operations.

Are the press release and non‑GAAP reconciliations considered 'filed' with the SEC?

No. The report states the information and Exhibit 99.1 are furnished and not deemed "filed" for purposes of Section 18 of the Exchange Act.