PRSO lists warrant and option exposures totaling ~11.5M shares

Rhea-AI Filing Summary

Peraso Inc. disclosed the detailed schedule of outstanding equity instruments that could convert into common stock, listing option, warrant, restricted stock unit, and reserve quantities. Key items include 837,380 shares held in abeyance, 1,333,794 shares from outstanding stock options (weighted average exercise price $3.38), a 213,438 share reserve under its 2019 Stock Incentive Plan, and multiple tranches of warrants across 2022–2025 with exercise prices ranging from $1.25 to $40.00. The filing shows 952,380 Series E warrants dated September 12, 2025 at an exercise price of $1.25 and 66,667 placement agent warrants at $1.475. Aggregating the listed items yields approximately 11.5 million shares of common stock potentially issuable upon exercise or conversion of the instruments disclosed.

Positive

• Potential cash inflow from exercises (e.g., Series E warrants at $1.25 and Series A at $2.25) which could provide liquidity
• Equity plan reserve of 213,438 shares remains available to attract or retain employees

Negative

• Approx. 11.5M shares potentially issuable upon exercise/conversion, representing meaningful dilution to existing holders
• Significant low-strike warrants$1.25) could convert at prices far below market if exercised, increasing share count

Insights

Capital Structure Analyst

TL;DR: The filing details ~11.5M contingent shares from options, warrants, and reserves that could dilute existing holders.

The schedule enumerates multiple warrant series (2022–2025), outstanding employee stock options with a $3.38 weighted average strike, RSUs, and a 213,438 share incentive-plan reserve. The largest single contingent block shown is 3,974,520 Series A warrants exercisable at $2.25.

Dependence on exercise activity and timing matters: if lower-strike warrants (e.g., $1.25) are exercised, the company could receive cash proceeds, but existing share count would increase. Monitor exercise rates and cash inflows over the next 12 months to assess net capital benefit versus dilution.

10/06/2025 - 08:00 AM

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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): October 6, 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 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 8.01 Other Events.

Peraso Inc. (the “Company”) is providing an update on its outstanding securities. As of October 3, 2025, there were 7,579,223 shares of common stock, par value $0.001 per share (the “Common Stock”), outstanding and one share of Series A special voting preferred stock outstanding. In addition, as of October 3, 2025, there were:

● 837,380 shares of Common Stock being held in abeyance for the benefit of a former holder of exercised warrants that were subject to beneficial ownership limitations;

● 57,085 shares of Common Stock issuable upon the exchange of exchangeable shares;

● 1,333,794 shares of Common Stock issuable upon the exercise of outstanding stock options, which options have a weighted average exercise price of $3.38 per share;

● 2,809 shares of Common Stock issuable upon the vesting of restricted stock units;

● 213,438 shares of Common Stock available for future issuance under the Company’s Amended and Restated 2019 Stock Incentive Plan;

● 7,143 shares of Common Stock issuable upon exercise of warrants dated June 2, 2023, at $28.00 per share;

● 142,857 shares of Common Stock issuable upon exercise of placement agent warrants dated June 2, 2023, at $28.00 per share;

● 91,875 shares of Common Stock issuable upon exercise of warrants dated November 30, 2022, at $40.00 per share;

● 3,974,520 shares of Common Stock issuable upon exercise of Series A warrants dated February 8, 2024, at $2.25 per share;

● 139,108 shares of Common Stock issuable upon exercise of underwriter warrants dated February 8, 2024, at $2.625 per share;

● 1,293,650 shares of Common Stock issuable upon exercise of Series C Warrants dated November 6, 2024, at $1.61 per share;

● 2,246,030 shares of Common Stock issuable upon exercise of Series D Warrants dated November 6, 2024, at $1.61 per share;

	●	157,223 shares of Common Stock issuable upon exercise of placement agent warrants dated November 6, 2024, at $1.625 per share;
	●	952,380 shares of Common Stock issuable upon exercise of Series E Warrants dated September 12, 2025, at $1.25 per share; and
	●	66,667 shares of Common Stock issuable upon exercise of Placement Agent Warrants dated September 12, 2025, at $1.475 per share.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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: October 6, 2025	By:	/s/ James Sullivan
		James Sullivan Chief Financial Officer

2

FAQ

How many shares could Peraso (PRSO) potentially issue from the instruments listed?

The filing lists instruments that aggregate to approximately 11.5 million shares potentially issuable upon exercise or conversion.

What are the notable warrant exercise prices disclosed for PRSO?

Exercise prices range from $1.25 (Series E warrants dated September 12, 2025) up to $40.00 (warrants dated November 30, 2022), with multiple intermediate strikes such as $2.25 and $1.61.

Does the filing show shares reserved for employee compensation at PRSO?

Yes, the Amended and Restated 2019 Stock Incentive Plan has 213,438 shares available for future issuance.

Are there any shares held in abeyance or subject to ownership limits?

Yes, the filing discloses 837,380 shares held in abeyance related to a former holder of exercised warrants that were subject to beneficial ownership limitations.