STOCK TITAN

Peraso Inc. (NASDAQ: PRSO) receives Nasdaq notice on sub-$1 bid price

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • Peraso received a Nasdaq notice that its stock failed the $1 minimum bid requirement, starting a 180-day cure period and introducing a risk of delisting from the Nasdaq Capital Market if compliance is not regained.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice or transferred its listing to a different exchange.
Item 5.08 Shareholder Director Nominations Governance
Shareholder nominations for board of directors under proxy access rules. Rarely used -- the underlying SEC rule was vacated.
Minimum bid price requirement $1 per share Nasdaq Listing Rule 5550(a)(2) minimum bid price for common stock
Initial compliance period 180 calendar days Period to regain Nasdaq minimum bid price compliance, ending January 19, 2027
Potential additional compliance period 180 calendar days Possible second Nasdaq cure period if other listing standards are met
Compliance trading requirement 10 consecutive business days Duration closing bid must be at least $1 per share to regain compliance
Annual meeting date September 10, 2026 Date of Peraso’s 2026 virtual annual meeting of stockholders
Proposal and nomination deadline August 3, 2026, 5:00 p.m. Eastern Cutoff for shareholder proposals, nominations and universal proxy notices
Nasdaq Listing Rule 5550(a)(2) regulatory
"The company no longer meets the minimum bid price under Nasdaq Listing Rule 5550(a)(2)."
reverse stock split financial
"The company may seek to cure the deficiency by effecting a reverse stock split, if necessary."
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
universal proxy rules regulatory
"To comply with the universal proxy rules, stockholders soliciting proxies must give notice by August 3, 2026."
Universal proxy rules require that when shareholders vote to elect directors in a contested election, the proxy card mailed to investors can include candidates nominated by both the company and dissident shareholders, letting investors mix and match their choices on a single ballot. This matters to investors because it makes their vote more flexible and easier to use, like replacing separate lists with one common ballot, which can influence who controls the board and the company’s future direction.
Rule 14a-8 regulatory
"Shareholders seeking inclusion of proposals in proxy materials must comply with Rule 14a-8 under the Exchange Act."
Rule 14a-8 is a U.S. Securities and Exchange Commission regulation that lets eligible shareholders put proposals on a public company’s proxy ballot for an annual meeting, provided they meet basic ownership and filing requirements. It matters to investors because it creates a formal way to raise governance or strategic issues and force a company-wide vote—like getting an item onto the agenda of a neighborhood association meeting once you’ve lived there long enough—so shareholders can push for change or influence management decisions.
Nasdaq Capital Market market
"The common stock currently trades on the Nasdaq Capital Market and remains listed despite the notice."
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

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

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FAQ

What Nasdaq compliance issue did Peraso (PRSO) disclose?

Peraso disclosed that Nasdaq notified it its common stock no longer meets the $1 minimum bid price requirement after 30 consecutive business days ended July 20, 2026. The company has a defined period to regain compliance before potential delisting.

How long does Peraso (PRSO) have to regain Nasdaq bid-price compliance?

Peraso has 180 calendar days, until January 19, 2027, to regain compliance. It must achieve a closing bid of at least $1 per share for a minimum of ten consecutive business days within this period under Nasdaq rules.

Can Peraso (PRSO) receive more time beyond the initial 180 days?

Peraso may be eligible for an additional 180-day compliance period if it meets other Nasdaq Capital Market initial listing standards, except for bid price, and notifies Nasdaq of its intent to cure the deficiency, potentially through a reverse stock split if necessary.

Is Peraso (PRSO) being immediately delisted from Nasdaq?

No, the Nasdaq letter does not result in immediate delisting of Peraso’s common stock from the Nasdaq Capital Market. The company currently remains listed while it monitors its closing bid price and evaluates available options to regain compliance.

When is Peraso’s (PRSO) 2026 annual meeting and who can vote?

The 2026 annual meeting is scheduled as a virtual meeting on September 10, 2026. Stockholders of record at the close of business on July 20, 2026 are entitled to receive notice of and vote at the annual meeting.

What is the deadline for Peraso (PRSO) shareholder proposals and nominations?

Shareholder proposals for inclusion under Rule 14a-8, other business, director nominations and universal proxy notices must reach Peraso’s Secretary by 5:00 p.m. Eastern on August 3, 2026, at the company’s principal executive offices, and must satisfy applicable SEC rules and bylaws.
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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 20, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On July 21, 2026, Peraso Inc. (the “Company”) received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the closing bid price of the Company’s common stock (“Common Stock”) for the 30 consecutive business days ended July 20, 2026, the Company no longer meets the requirement to maintain a minimum bid price of $1 per share, as set forth in Nasdaq Listing Rule 5550(a)(2).

 

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided a period of 180 calendar days, or until January 19, 2027, in which to regain compliance. In order to regain compliance with the minimum bid price requirement, the closing bid price of the Company’s Common Stock must be at least $1 per share for a minimum of ten consecutive business days during this 180-day period. In the event the Company does not regain compliance within this 180-day period, the Company may be eligible to seek an additional compliance period of 180 calendar days provided it meets the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the bid price requirement, and further provides written notice to Nasdaq of its intent to cure the deficiency during this second compliance period by effecting a reverse stock split, if necessary. However, if it appears to the Nasdaq staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notice to the Company that its Common Stock will be subject to delisting.

 

The above mentioned letter does not result in the immediate delisting of the Common Stock from the Nasdaq Capital Market. The Company is monitoring the closing bid price of its Common Stock and considering its available options in the event the closing bid price of the Common Stock remains below $1 per share. 

  

Item 5.08 Shareholder Director Nominations.

 

On July 20, 2026, the board of directors of the Company set September 10, 2026 as the date of the Company’s 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”). The 2026 Annual Meeting will be a virtual meeting. Stockholders of record at the close of business on July 20, 2026 will be entitled to notice of and to vote at the 2026 Annual Meeting. Because the date of the 2026 Annual Meeting is more than 30 days before the anniversary date of the 2025 Annual Meeting of Stockholders, the Company is providing the due date for submission of any qualified stockholder proposal or qualified stockholder nominations.

 

Stockholders of the Company who wish to have a proposal considered for inclusion in the Company’s proxy materials for the 2026 Annual Meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), must ensure that such proposal is received by the Company’s Secretary at its principal executive offices at the address set forth above on or prior to 5:00 p.m. (Eastern time) on August 3, 2026, which the Company has determined to be a reasonable time before it expects to begin to print and send its proxy materials. Any such proposal must also meet the requirements set forth in the rules and regulations of the Securities and Exchange Commission in order to be eligible for inclusion in the proxy materials for the 2026 Annual Meeting.

 

In addition, in accordance with the requirements contained in the Company’s bylaws, stockholders of the Company who wish to bring business before the 2026 Annual Meeting outside of Rule 14a-8 of the Exchange Act or to nominate a person for election as a director must ensure that written notice of such proposal (including all information specified in the Company’s bylaws) is received by the Company’s Secretary at the Company’s principal executive offices at the address set forth above no later than 5:00 p.m. (Eastern time) on August 3, 2026. Any such proposal must meet the requirements set forth in the Company’s bylaws to be brought before the 2026 Annual Meeting.

 

In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act by 5:00 p.m. (Eastern time) on August 3, 2026, which is the tenth calendar day following the date of this Current Report on Form 8-K publicly announcing the date of the 2026 Annual Meeting. 

 

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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: July 24, 2026 By:  /s/ James Sullivan
    James Sullivan
    Chief Financial Officer

 

 

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Filing Exhibits & Attachments

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