Peraso (NASDAQ: PRSO) explores premium all-stock transaction with Mobix Labs

Rhea-AI Filing Summary

Peraso Inc. reported that it continues to hold discussions with Mobix Labs, Inc. about a potential strategic transaction. The two companies are operating under a mutual confidentiality agreement originally signed on October 30, 2025 and are conducting customary, confidential due diligence.

Mobix Labs has provided Peraso with a non-binding indication of interest for a possible all-stock transaction at a premium to Peraso’s current trading price. This indication remains subject to further diligence, negotiation, and the signing of definitive agreements, and there is no agreement yet on structure, consideration, timing, or other key terms. Peraso also cautions that any statements about potential deals, strategic rationale, or expected benefits are forward-looking and may differ materially from actual outcomes.

Insights

M&A and corporate strategy analyst

Peraso is in early, non-binding talks on a premium all-stock deal.

Peraso Inc. is exploring a potential strategic transaction with Mobix Labs, Inc. under a mutual confidentiality agreement, with both parties engaged in customary due diligence. Mobix Labs has delivered a non-binding indication of interest for an all-stock transaction at a premium to Peraso’s trading price, signaling preliminary interest in a combination.

The indication of interest is explicitly non-binding and subject to further diligence, negotiation, and execution of definitive documentation, and there is no agreement yet on structure, consideration, timing, or other material terms. The company highlights extensive forward-looking statement risks, emphasizing that actual outcomes may differ materially and that there is no assurance a definitive agreement will be reached.

The situation introduces potential strategic optionality for Peraso, but the impact depends entirely on whether negotiations progress to definitive terms and closing. Subsequent company filings would need to outline any agreed structure, exchange ratio in an all-stock setup, and stated strategic objectives if the parties move beyond this early stage.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): January 21, 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 8.01 Other Events.

As previously disclosed, on October 30, 2025, Peraso Inc. (the “Company”) entered into a mutual confidentiality agreement with Mobix Labs, Inc. (“Mobix Labs”) in connection with a potential strategic transaction. The Company is filing this Current Report on Form 8-K to disclose that the Company and Mobix Labs continue to engage in discussions regarding a potential strategic transaction and are conducting customary, confidential diligence. Mobix Labs has delivered to the Company a non-binding indication of interest contemplating a potential all-stock transaction at a premium to the Company’s trading price, subject to further diligence, negotiation, and the execution of definitive documentation. No agreement has been reached regarding transaction structure, consideration, timing, or other material terms.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements, including, but not limited to, statements regarding: the possibility, structure, timing, and terms of any potential transaction between the Company and Mobix Labs; the likelihood of entering into a definitive agreement; the anticipated process, diligence, and next steps; the strategic rationale and objectives of any potential combination; any expected benefits, synergies, market opportunities, or value creation resulting from a potential transaction; and any non-binding indication of interest. The words “intend,” “may,” “should,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other comparable terminology are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. The Company’s actual results and the timing of events could differ materially from those contemplated, expressed or implied by the forward-looking statements. For information about the factors that could cause such differences, please refer to the Company’s filings with the Securities and Exchange Commission. Given these uncertainties, you should not place undue reliance on these forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
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: January 21, 2026	By:	/s/ James Sullivan
		James Sullivan
		Chief Financial Officer

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FAQ

What did Peraso Inc. (PRSO) announce in this 8-K filing?

Peraso Inc. disclosed that it is continuing discussions with Mobix Labs, Inc. regarding a potential strategic transaction and that Mobix Labs has delivered a non-binding indication of interest for a possible all-stock transaction at a premium to Peraso’s trading price.

Who is Peraso Inc. in discussions with about a potential transaction?

Peraso Inc. is in discussions with Mobix Labs, Inc. under a mutual confidentiality agreement related to a potential strategic transaction.

What are the key terms of the potential Peraso–Mobix Labs transaction as described?

The potential transaction contemplated by Mobix Labs’ non-binding indication of interest is an all-stock deal at a premium to Peraso’s trading price, but no agreement has been reached on structure, consideration, timing, or other material terms.

Is the Mobix Labs indication of interest for Peraso binding?

No. The indication of interest from Mobix Labs is explicitly described as non-binding and remains subject to further diligence, negotiation, and execution of definitive documentation.

Has Peraso Inc. agreed to merge with Mobix Labs, Inc.?

No. Peraso states that no agreement has been reached regarding the structure, consideration, timing, or other material terms of any potential transaction with Mobix Labs.

What risks or uncertainties does Peraso highlight about the potential Mobix Labs deal?

Peraso includes a forward-looking statements caution, noting that the possibility, structure, timing, terms, likelihood of entering a definitive agreement, and any expected benefits or value creation from a potential transaction may differ materially from current expectations.

Does this Peraso 8-K include any financial statements or transaction values?

No specific financial statements or transaction values are provided; the filing focuses on the status of discussions and the non-binding nature of Mobix Labs’ indication of interest.