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Peraso Inc. (PRSO) resets VWAP discount in Roth equity purchase agreement

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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

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Insights

Peraso modestly tweaks pricing terms on an existing equity purchase facility.

The company and Roth Principal Investments revised the discount on Pre-Market and Post-Market Purchases to 5.0% of VWAP, keeping the rest of the Common Stock Purchase Agreement intact. This kind of adjustment typically fine-tunes economic terms without altering overall structure.

The change may influence the effective cost of capital and the attractiveness of drawdowns under the facility, depending on trading volumes and VWAP levels on purchase dates. Investors can review the Letter Agreement dated July 10, 2026 for the precise mechanics.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Purchase price discount 5.0% Discount applied to Pre-Market and Post-Market Purchases based on VWAP
Letter Agreement date July 10, 2026 Date Peraso and Roth Principal Investments executed the Letter Agreement
Original Purchase Agreement date June 30, 2026 Date of the Common Stock Purchase Agreement being modified
Material Definitive Agreement regulatory
"Item 1.01 Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
VWAP financial
"to 5.0% of the VWAP (as defined in the Purchase Agreement)."
VWAP, or Volume-Weighted Average Price, is a way to find the average price of a stock throughout the trading day, giving more importance to times when more shares are traded. It helps traders see the typical price and decide whether a stock is expensive or cheap compared to its average, similar to finding the average speed during a trip by giving more weight to times when you traveled faster or slower.
Pre-Market Purchases financial
"purchase price discount for Pre-Market and Post-Market Purchases"
Post-Market Purchases financial
"purchase price discount for Pre-Market and Post-Market Purchases"
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FAQ

What agreement did Peraso Inc. (PRSO) modify on July 10, 2026?
Peraso Inc. entered into a Letter Agreement with Roth Principal Investments, LLC modifying the Common Stock Purchase Agreement originally dated June 30, 2026, while keeping all other terms unchanged.

How did the Peraso (PRSO) Letter Agreement change the stock purchase pricing?
The Letter Agreement sets the purchase price discount for Pre-Market and Post-Market Purchases at 5.0% of the VWAP, as defined in the existing Common Stock Purchase Agreement between Peraso and Roth Principal Investments.

Who is Peraso’s counterparty in the revised stock purchase terms?
Peraso’s counterparty is Roth Principal Investments, LLC. The Letter Agreement between Peraso Inc. and Roth Principal Investments adjusts only the discount level on certain stock purchases tied to VWAP-based pricing.

Did the Peraso (PRSO) Letter Agreement change any terms besides the discount?
No. The company states that all other terms of the June 30, 2026 Common Stock Purchase Agreement with Roth Principal Investments remain unchanged; only the discount for specified purchases was adjusted.

Where can investors see the full Peraso (PRSO) Letter Agreement details?
The full Letter Agreement dated July 10, 2026, between Peraso Inc. and Roth Principal Investments, LLC is filed as Exhibit 10.1 and incorporated by reference for detailed terms.
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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): July 10, 2026

 

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 Pl., Suite 500

San Jose, CA 95110

(Address of principal executive offices, with zip code)

 

(408) 418-7500

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

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 1.01 Entry into a Material Definitive Agreement.

 

On July 10, 2026, Peraso Inc. (the “Company”) entered into a letter agreement (the “Letter Agreement”) with Roth Principal Investments, LLC (“Roth Principal Investments”) with respect to the Common Stock Purchase Agreement (the “Purchase Agreement”), dated June 30, 2026, between the Company and Roth Principal Investments. Pursuant to the Letter Agreement, Roth Principal Investments agreed to adjust the purchase price discount for Pre-Market and Post-Market Purchases (as defined in the Purchase Agreement) to 5.0% of the VWAP (as defined in the Purchase Agreement). The terms of the Purchase Agreement remain otherwise unchanged, a description of which has been previously disclosed.

 

The foregoing description of the Letter Agreement is not complete and is qualified in its entirety by the full text of the Letter Agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
10.1   Letter Agreement, dated July 10, 2026, between Peraso Inc. and Roth Principal Investments, LLC.
104   The cover page of this Current Report on Form 8-K formatted in Inline XBRL

 

1

 

 

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: July 10, 2026 By: /s/ James Sullivan
    James Sullivan
    Chief Financial Officer

 

2

 

Source: View Original Filing on SEC EDGAR

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