Peraso (NASDAQ: PRSO) lowers revenue view and expands ATM capacity

Rhea-AI Filing Summary

Peraso Inc. updated investors on preliminary results and its at-the-market stock program. For the quarterly period ended March 31, 2026, the company now expects total revenues of approximately $0.9 million to $1.0 million, down from the $1.2 million it had indicated on its March 16, 2026 conference call. Management emphasized these figures are preliminary and may change once the normal quarter-end close is complete.

Peraso also filed a new prospectus supplement to increase the capacity of its existing at-the-market equity offering under its Sales Agreement with Ladenburg Thalmann. The supplement allows sales of up to an additional $2,125,000 of common shares, on top of approximately $7,245,131 of shares already sold under this program.

Positive

• None.

Negative

• Peraso reduced its expected total revenues for the quarter ended March 31, 2026 to approximately $0.9–$1.0 million from a previously discussed $1.2 million, indicating a notable shortfall versus its earlier outlook.

Insights

Equity analyst

Peraso cut its quarterly revenue outlook and modestly expanded its ATM equity program.

Peraso now expects revenue of about $0.9M–$1.0M for the quarter ended March 31, 2026, versus the $1.2M discussed on its March 16, 2026 call. This represents a meaningful downward revision to management’s own recent indication.

The company also increased the capacity of its at-the-market offering, permitting up to an additional $2.125M of common stock sales, after approximately $7.245M has already been sold under the Sales Agreement. This provides incremental access to equity capital, while the ultimate impact depends on how much stock is actually issued.

8-K Event Classification

4 items: 2.02, 7.01, 8.01, 9.01

4 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

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.

Key Figures

Previous expected quarterly revenue: $1.2 million Updated expected quarterly revenue (low end): $0.9 million Updated expected quarterly revenue (high end): $1.0 million +2 more

5 metrics

Previous expected quarterly revenue $1.2 million Quarterly period ended March 31, 2026; discussed March 16, 2026

Updated expected quarterly revenue (low end) $0.9 million Preliminary estimate for quarter ended March 31, 2026

Updated expected quarterly revenue (high end) $1.0 million Preliminary estimate for quarter ended March 31, 2026

New ATM capacity $2,125,000 Additional aggregate amount of common shares under ATM program

ATM shares already sold $7,245,131 Aggregate gross sales price of common shares sold under Sales Agreement to date

Key Terms

At the Market Offering Agreement, prospectus supplement, Registration Statement, Regulation FD Disclosure, +1 more

5 terms

At the Market Offering Agreement financial

"issuable pursuant to the At the Market Offering Agreement between the Company and Ladenburg Thalmann"

prospectus supplement regulatory

"filed a prospectus supplement (the “Current Prospectus Supplement”) to increase the maximum number of shares"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Registration Statement regulatory

"pursuant to the Company’s registration statement on Form S-3 (File No. 333-280798)"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

Regulation FD Disclosure regulatory

"Item 7.01 Regulation FD Disclosure. On April 10, 2026, Peraso Inc."

preliminary internal financial reports financial

"Based on the Company’s preliminary internal financial reports, the Company now expects"

Understanding 8-K Material Events →

false 0000890394 0000890394 2026-04-10 2026-04-10 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): April 10, 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 2.02 Results of Operations and Financial Condition.

The information set forth under Item 7.01 below is incorporated by reference into this Item 2.02.

Item 7.01 Regulation FD Disclosure.

On April 10, 2026, Peraso Inc. (the “Company”) filed the Current Prospectus Supplement (as defined below) with the Securities and Exchange Commission in connection with the Sales Agreement (as defined below) relating to its ATM offering program. Set forth below are certain updates with respect to the Company’s preliminary financial results included in the Current Prospectus Supplement.

On March 16, 2026, the Company announced on its conference call that the Company expects total revenues for the quarterly period ended March 31, 2026 to be approximately $1.2 million.

Based on the Company’s preliminary internal financial reports, the Company now expects that its total revenues for the quarterly period ended March 31, 2026 will be approximately $0.9 million to $1.0 million.

The Company is currently in the process of finalizing its condensed consolidated financial results for the quarterly period ended March 31, 2026 and, therefore, its actual results for this period are not yet available. The Company’s actual results may differ materially from the estimated preliminary results set forth above and will not be finalized until after the Company completes its normal quarter-end financial accounting close process. The Company’s preliminary results set forth above reflect management’s best estimate of the impact of events during the quarter and are based on the information currently available to the Company as of the date hereof.

Accordingly, undue reliance should not be placed on this preliminary estimate.

In accordance with General Instruction B.2 of Form 8-K, the information included in this Current Report on Form 8-K is furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. 

Item 8.01 Other Events.

On April 10, 2026, Peraso Inc. (the “Company”) filed a prospectus supplement (the “Current Prospectus Supplement”) to increase the maximum number of shares (the “Shares”) of the Company’s common stock, par value $0.001 per share, issuable pursuant to the At the Market Offering Agreement between the Company and Ladenburg Thalmann & Co. Inc., dated August 30, 2024 (the “Sales Agreement”), to up to an aggregate of $2,125,000 of Shares, which does not include the Shares having an aggregate gross sales price of approximately $7,245,131 that have been sold to date under the Sales Agreement.

The issuance and sale of the Shares by the Company under the Sales Agreement will be made pursuant to the Company’s registration statement on Form S-3 (File No. 333-280798) filed with the Securities and Exchange Commission on July 12, 2024 and declared effective on July 22, 2024 (the “Registration Statement”) and a base prospectus dated as of July 22, 2024 included in the Registration Statement, as supplemented by the prospectus supplements dated as of August 30, 2024, December 10, 2024, October 10, 2025 and November 21, 2025 and the Current Prospectus Supplement.

Attached hereto as Exhibit 5.1 to this Current Report on Form 8-K is the opinion of Mitchell Silberberg & Knupp LLP, relating to the legality of the issuance and sale of the Shares.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
5.1		Opinion of Mitchell Silberberg & Knupp LLP
23.1		Consent of Mitchell Silberberg & Knupp LLP (included in Exhibit 5.1)
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: April 10, 2026	By:	/s/ James Sullivan
		James Sullivan
		Chief Financial Officer

2

FAQ

What revenue does Peraso Inc. (PRSO) now expect for the quarter ended March 31, 2026?

Peraso now expects total revenues of about $0.9 million to $1.0 million for the quarterly period ended March 31, 2026, below the $1.2 million it previously discussed on its March 16, 2026 conference call.

How does Peraso’s updated revenue outlook compare to its March 16, 2026 commentary?

On March 16, 2026, Peraso indicated expected quarterly revenues of approximately $1.2 million. It now estimates $0.9 million to $1.0 million, signaling a meaningful reduction from that earlier expectation for the quarter ended March 31, 2026.

What change did Peraso (PRSO) make to its at-the-market stock offering?

Peraso filed a prospectus supplement to increase the maximum aggregate amount of common shares that can be sold under its at-the-market Sales Agreement to up to $2,125,000 in additional shares, expanding the capacity of its existing equity offering program.

How much has Peraso already sold under its at-the-market program?

Peraso reports that common shares with an aggregate gross sales price of approximately $7,245,131 have already been sold under its at-the-market Sales Agreement, separate from the new additional capacity of up to $2,125,000 of shares.

Are Peraso’s preliminary quarterly results for March 31, 2026 final?

No, the revenue figures are preliminary estimates based on internal reports. Peraso states that actual results for the quarter ended March 31, 2026 may differ materially and will be finalized after completion of its normal quarter-end financial close process.

Under what registration does Peraso’s ATM share issuance occur?

Peraso’s issuance and sale of common shares under the at-the-market Sales Agreement occur pursuant to its Form S-3 registration statement (File No. 333-280798) and the related base prospectus and prospectus supplements, including the new April 10, 2026 prospectus supplement.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-5.1 OPINION OF MITCHELL SILBERBERG & KNUPP LLP 11.7 KB
• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB