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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 4, 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 1.01 Entry into a Material Definitive
Agreement.
On August 4, 2025, Peraso Inc. (the “Company”)
extended the expiration date of its outstanding Series C warrants (the “Series C Warrants”) to 5:00 p.m. (New York City time)
on December 5, 2025, by entering into a second amendment (the “Amendment”) with each holder of the Series C Warrants.
The Series C Warrants to purchase up to an aggregate
of 2,246,030 shares of the Company’s common stock, par value $0.001 per share, were issued on November 6, 2024 pursuant to the terms
of certain inducement offer letter agreements, each dated November 5, 2024, by and between the Company and each holder of the Series C
Warrants. The expiration date of the Series C Warrants was previously extended from 5:00 p.m. (New York City time) on May 6, 2025 to 5:00
p.m. (New York City time) on August 4, 2025 pursuant to amendments dated May 2, 2025, by and between the Company and each holder of the
Series C Warrants. The Series C Warrants have an exercise price of $1.61 per share and would
otherwise have expired at 5:00 p.m. (New York City time) on August 4, 2025.
The resale of the shares of common stock issuable
upon exercise of the Series C Warrants has been registered pursuant to the Company’s registration statement on Form S-3 (File No.
333-283573), which was declared effective by the Securities and Exchange Commission on December 10, 2024.
The foregoing summary of the Amendment does not
purport to be complete and is qualified in its entirety by reference to the complete text of the form of Amendment, which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.03 Material Modification to Rights of
Security Holders.
The information set forth under Item 1.01 of this
Current Report on Form 8-K is incorporated herein by reference into this Item 3.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Form of Amendment No. 2 to Series C Common Stock Purchase Warrant |
| 104 |
|
The cover page of this Current Report on Form 8-K formatted in Inline XBRL |
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 5, 2025 |
By: |
/s/ James Sullivan |
| |
|
James Sullivan |
| |
|
Chief Financial Officer |
