false
0000890394
0000890394
2025-12-21
2025-12-21
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
December 21, 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 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment to the Amended and Restated 2019
Stock Incentive Plan
On December 21, 2025, the board of directors (the
“Board”) of Peraso Inc. (the “Company”), upon recommendation of the Compensation Committee of the Board, approved
an amendment to the Company’s Amended and Restated 2019 Stock Incentive Plan (the “2019 Plan”) to remove the limits
on the number of shares of the Company’s common stock subject to equity awards that may be granted to non-employee members of the
Board. The Board previously approved an amendment to the 2019 Plan to increase the number of shares reserved for issuance thereunder by
1,000,000 shares, which amendment was approved by the stockholders at the Company’s 2025 annual meeting of stockholders held on
December 22, 2025 (the “Annual Meeting”), as disclosed in Item 5.07 of this Current Report on Form 8-K.
The foregoing summary of the amendments to the
2019 Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated
2019 Plan that gives effect to such amendments, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated
herein by reference.
Appointment of Cees Links to the Board
of Directors and the Audit Committee
On December 21, 2025, the Board appointed Cees
Links as a director, effective immediately following the Annual Meeting, to fill the vacancy caused by the retirement of Ian McWalter
upon the expiration of his term at the Annual Meeting. Mr. Links’ term will expire at the next annual meeting of stockholders. In
connection with Mr. Links’ appointment to the Board, the Board also appointed Mr. Links as a member of the Audit Committee of the
Board to replace Dr. McWalter in such role.
The Board has determined that Mr. Links is an
“independent” director under the applicable rules of the U.S. Securities and Exchange Commission (“SEC”) and the
Nasdaq Stock Market.
Since January 2024, Mr. Links, age 68, has served
as chief executive officer of SuperLight Photonics B.V., a Netherlands-based photonics semiconductor company engaged in the development
of broadband light sources for imaging applications that was declared bankrupt in September 2025; following a restructuring, the company
restarted under the name Integrated Laser Photonics B.V. in October 2025. In 2004, Mr. Links founded GreenPeak Technologies B.V., a fabless
semiconductor company focused on low-power wireless solutions for smart-home and Internet of Things (IoT) applications, and served as
its chief executive officer until the company was acquired by Qorvo, Inc. in 2016. Following the acquisition, he served in leadership
roles at Qorvo, Inc. involving Wi-Fi and IoT technology integration and related strategic initiatives. Prior to founding GreenPeak Technologies
B.V., Mr. Links held various management and technical positions at other technology companies including NCR Corporation, AT&T, Lucent
Technologies and Agere Systems. Mr. Links holds an M.Sc. degree in Applied Mathematics and a B.Sc. degree in Electrical Engineering from
the University of Twente in the Netherlands.
Mr. Links will receive compensation for his service
on the Board pursuant to the compensation program for the Company’s non-employee directors, as in effect from time to time during
his service on the Board. The Company’s current non-employee director compensation program is described on page 12 of the Company’s
definitive proxy statement filed with the SEC on November 25, 2025 (the “Proxy Statement”). In addition, Mr. Links and the
Company will enter into the Company’s standard form of indemnification agreement, a copy of which is filed as Exhibit 10.2 to this
Current Report on Form 8-K and incorporated herein by reference.
There are no arrangements or understandings between
Mr. Links and any other person pursuant to which Mr. Links was selected as a director. There are no family relationships between Mr. Links
and any director or executive officer of the Company. Mr. Links has no direct or indirect material interest in any transaction required
to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 22, 2025, the Company held its Annual
Meeting, and a quorum for the transaction of business was present in person virtually or represented by proxy, which represented approximately
38.7% of the voting power of the Company’s outstanding shares of voting stock entitled to vote at the Annual Meeting. The Company’s
stockholders voted on four proposals, which are described in more detail in the Proxy Statement.
Summarized below are the final voting results
for each proposal submitted to a vote of the stockholders at the Annual Meeting:
| ● |
Proposal 1 - Election of directors to serve until the next annual meeting of stockholders. |
| | |
For | | |
Withheld | | |
Broker Non-Vote | |
| Ronald Glibbery | |
| 514,773 | | |
| 237,335 | | |
| 2,820,861 | |
| Daniel Lewis | |
| 519,554 | | |
| 232,554 | | |
| 2,820,861 | |
| Andreas Melder | |
| 580,103 | | |
| 172,005 | | |
| 2,820,861 | |
| Robert Y. Newell | |
| 586,491 | | |
| 165,617 | | |
| 2,820,861 | |
All of the foregoing candidates were elected to
serve as directors until the next annual meeting of stockholders and until the election and qualification of his successor or his earlier
resignation or removal.
| ● | Proposal 2 - Ratification of the audit committee’s
appointment of Weinberg & Company, P.A. as the Company’s independent registered public accounting firm for the fiscal year
ending December 31, 2025. |
| For | | |
Against | | |
Abstain | | |
Broker Non-Vote | |
| | 3,480,865 | | |
| 56,671 | | |
| 35,433 | | |
| - | |
The foregoing proposal was approved.
| ● | Proposal 3 - Approval of the amendment of the 2019 Plan to
increase the number of shares currently reserved for issuance thereunder by 1,000,000 shares. |
| For | | |
Against | | |
Abstain | | |
Broker Non-Vote | |
| | 607,999 | | |
| 133,528 | | |
| 10,581 | | |
| 2,820,861 | |
The foregoing proposal was approved.
| ● | Proposal 4 - Approval of one or more adjournments of the
Annual Meeting. |
| For | | |
Against | | |
Abstain | | |
Broker Non-Vote | |
| | 3,117,397 | | |
| 391,631 | | |
| 63,941 | | |
| - | |
The foregoing proposal was approved.
Item 7.01 Regulation FD Disclosure.
On December 23, 2025, the Company issued a press
release announcing the appointment of Mr. Links to the Board, as described in Item 5.02 of this Current Report on Form 8-K. A copy of
the press release is furnished with this Report as Exhibit 99.1 and is incorporated herein by reference.
The information furnished in this Item 7.01, including
Exhibit 99.1, shall not be deemed to be “filed” for the 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, and shall not be incorporated by reference
into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall
be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1+ |
|
Peraso Inc. Amended and Restated 2019 Stock Incentive Plan |
| 10.2+ |
|
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.22 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 9, 2012) |
| 99.1 |
|
Press Release dated December 23, 2025 |
| 104 |
|
The cover page of this Current Report on Form 8-K formatted in Inline XBRL |
| + | Indicates a management contract or compensatory plan, contract
or arrangement. |
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: December 23, 2025 |
By: |
/s/ James Sullivan |
| |
|
James Sullivan
Chief Financial Officer |
