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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 26, 2026
PERASO INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware |
|
000-32929 |
|
77-0291941 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
2033 Gateway Place, Suite 500
San Jose, California 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 (see General
Instruction A.2. below):
| ☐ |
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 October 26, 2026, Peraso Inc., a Delaware corporation
(the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Nant Capital, LLC,
an accredited investor (the “Purchaser”), pursuant to which the Company agreed to issue and sell to the Purchaser, and the
Purchaser agreed to purchase from the Company, shares of the Company’s common stock, par value $0.001 per share (“Common Stock”),
pre-funded common stock purchase warrants (the “Pre-Funded Warrants”) and accompanying common stock purchase warrants (the
“Common Warrants” and, together with the Pre-Funded Warrants, the “Warrants”) in an unregistered private placement
(the “Private Placement”).
Pursuant to the Purchase Agreement, the Company
will sell to the Purchaser (i) 3,271,355 shares of Common Stock (the “Shares”) and, in lieu of Shares to the extent the purchase
of Shares would otherwise result in the Purchaser (together with its affiliates and any person acting as a group with the Purchaser or
its affiliates) beneficially owning more than 19.99% of the shares of Common Stock outstanding immediately prior to giving effect to the
issuance of the Shares and Pre-Funded Warrants on the Closing Date (as defined below) (the “Beneficial Ownership Limitation”),
Pre-Funded Warrants to purchase 16,593,563 shares of Common Stock, and (ii) accompanying Common Warrants to purchase up to 19,864,918
shares of Common Stock. Each unit consisting of one Share and a Common Warrant to purchase one share of Common Stock will be sold for
$0.5034 (the “Share Unit Purchase Price”), and each unit consisting of one Pre-Funded Warrant to purchase one share of Common
Stock and a Common Warrant to purchase one share of Common Stock will be sold for $0.5034 (the “Pre-Funded Unit Purchase Price”).
The Share Unit Purchase Price is equal to the Nasdaq Official Closing Price (as reflected on Nasdaq.com) of the Common Stock on October
23, 2026, the last trading day immediately preceding the signing of the Purchase Agreement, plus $0.125 per share, and the Pre-Funded
Unit Purchase Price is equal to the Share Unit Purchase Price. The units will be immediately separable, and the Shares, Pre-Funded Warrants
and Common Warrants will be issued separately. The aggregate gross proceeds to the Company from the Private Placement are expected to
be approximately $10 million, before deducting offering expenses payable by the Company. The closing of the Private Placement is expected
to occur on or about October 28, 2026 (the “Closing Date”), subject to the satisfaction or waiver of closing conditions, including,
among others, the accuracy of the parties’ representations and warranties, the absence of a Material Adverse Change (as defined
in the Purchase Agreement), the delivery of a legal opinion of Company counsel, the execution and delivery of the Registration Rights
Agreement (as defined below), and the absence of any unresolved written objection by Nasdaq to the transactions contemplated by the Purchase
Agreement. If the closing does not occur within three business days after the Closing Date, the Company must promptly return any funds
previously wired by the Purchaser.
The Pre-Funded Warrants will be exercisable for
shares of Common Stock (the “Pre-Funded Warrant Shares”) at any time and from time to time on or after issuance until exercised
in full. A holder may not exercise any portion of a Pre-Funded Warrant to the extent that the holder, together with the Attribution Parties
(as defined in the Pre-Funded Warrants), would beneficially own more than 19.99% of the outstanding Common Stock immediately after giving
effect to the exercise (the “Maximum Percentage”), provided that the holder may increase or decrease the Maximum Percentage
by written notice to the Company to any other percentage not in excess of 19.99%, and any increase will not be effective until the 61st
day after such notice is delivered. This limitation may not be waived and will apply to any successor holder of a Pre-Funded Warrant.
The Pre-Funded Warrants provide for customary adjustments for stock dividends, stock splits, pro rata distributions, purchase rights and
Fundamental Transactions (as defined in the Pre-Funded Warrants). The Pre-Funded Warrants may not be transferred other than to an affiliate
of the holder, subject to applicable securities laws.
The Common Warrants will be exercisable, at the
election of the holder, for shares of Common Stock (the “Common Warrant Shares” and, together with the Pre-Funded Warrant
Shares, the “Warrant Shares”) or for newly issued Pre-Funded Warrants to purchase the same number of shares of Common Stock,
at any time from the date of issuance through 5:00 p.m., New York City time, on the two-year anniversary of the date of issuance, at an
exercise price of $0.3784 per share, which is equal to the Nasdaq Official Closing Price (as reflected on Nasdaq.com) of the Common Stock
on October 23, 2026, the last trading day immediately preceding the signing of the Purchase Agreement, subject to adjustment as provided
in the Common Warrants. Upon any exercise of a Common Warrant for Pre-Funded Warrants, the holder will pay the aggregate exercise price
of the Common Warrant being exercised, and the Pre-Funded Warrants issued will be fully pre-funded. The Common Warrants may be exercised
for cash or, only if there is no effective registration statement registering the Common Warrant Shares, on a cashless basis. The Common
Warrants are subject to the same Maximum Percentage limitation as the Pre-Funded Warrants (19.99%, which the holder may decrease by written
notice, and may subsequently increase by written notice to any percentage up to 19.99%, with any increase effective on the 61st day after
notice), except that the limitation does not restrict an exercise of a Common Warrant for Pre-Funded Warrants subject to the same or a
lower Maximum Percentage. The Common Warrants provide for customary adjustments for stock dividends, stock splits, reclassifications,
pro rata distributions, purchase rights and Fundamental Transactions (as defined in the Common Warrants). The Common Warrants may not
be transferred other than to an affiliate of the holder, subject to applicable securities laws.
Pursuant to the Purchase Agreement, from and after
the Closing Date and subject to compliance with applicable Nasdaq rules, for so long as the Purchaser and its affiliates (collectively,
“Nant”) beneficially own 16.7% or more of the Company’s outstanding Common Stock (including, solely for this purpose,
shares of Common Stock issuable upon exercise of the Pre-Funded Warrants), Nant will have the right, but not the obligation, to designate
two individuals for appointment to the Company’s board of directors (the “Board”), one of whom will be Dr. Patrick Soon-Shiong
as long as Dr. Soon Shiong is reasonably available, and for so long as Nant beneficially owns less than 16.7% but at least 5% of the Company’s
outstanding Common Stock (calculated on the same basis), Nant will have the right, but not the obligation, to designate one individual
for appointment to the Board (such designees, the “Purchaser Designees”). The Company has agreed to take all actions reasonably
necessary to promptly appoint the Purchaser Designees, including increasing the size of the Board to accommodate their appointment, to
include the Purchaser Designees in the slate of nominees recommended by the Board at each meeting of stockholders at which directors are
to be elected and use its reasonable best efforts to cause their election, and, while the designation right applies, to take commercially
reasonable actions to fill any vacancy created by the departure of a Purchaser Designee with a new designee of Nant. If Nant’s ownership
falls below the applicable threshold, the Purchaser Designees must promptly tender their resignations, and the Company may take commercially
reasonable actions within its control to cause their removal. The appointment and service of each Purchaser Designee are subject to customary
conditions, including the designee’s provision of information reasonably requested by the Board (including a completed director
questionnaire), the absence of a reasonable and good faith determination by a majority of the Company’s independent directors, after
consultation with outside counsel, that the designee is not qualified to serve under applicable law, Nasdaq rules, the Company’s
governing documents or Board policies, the designee’s agreement to irrevocably tender his or her resignation upon Nant’s ownership
falling below the applicable threshold, and the designee’s written agreement to comply with the Company’s policies applicable
to non-employee directors. The Company will reimburse the Purchaser Designees for reasonable out-of-pocket expenses and provide them with
directors’ and officers’ liability insurance coverage, in each case on the same terms as other members of the Board. The board
designation rights are personal to the Purchaser and may not be assigned. As of the date of this Current Report on Form 8-K, no Purchaser
Designee has been appointed to the Board, and the Company will disclose the appointment of any Purchaser Designee in a separate Current
Report on Form 8-K following such appointment.
The Purchase Agreement contains customary representations,
warranties and covenants of the Company and the Purchaser. The Company has agreed, among other things, to (i) file with Nasdaq, prior
to or at the closing, a Notification Form: Listing of Additional Shares for the listing of the Shares and the Warrant Shares and use commercially
reasonable efforts to maintain the listing and trading of the Common Stock on the Nasdaq Capital Market, (ii) reserve and keep available
a sufficient number of authorized shares of Common Stock for issuance upon exercise of the Warrants, (iii) use the proceeds from the sale
of the securities for working capital and general corporate purposes, (iv) remove restrictive legends from the Shares and Warrant Shares
in specified circumstances, subject to the payment of liquidated damages and buy-in amounts if it fails to do so in a timely manner, and
(v) make the disclosures and file the transaction agreements as required under the Purchase Agreement and applicable law. The Company
has also agreed to indemnify the Purchaser and its affiliates and related persons for losses arising from any breach of the Company’s
representations, warranties, covenants or agreements under the transaction agreements. The representations and warranties in the Purchase
Agreement survive for twelve months following the Closing Date. Each party is responsible for its own out-of-pocket fees and expenses
in connection with the transaction, except that the Company will pay transfer agent fees, taxes and duties relating to the delivery of
the securities and the reasonable fees and expenses of counsel for the Purchaser. In any action to enforce the transaction agreements,
the prevailing party is entitled to reimbursement of its reasonable and documented fees and expenses by the non-prevailing party.
The Purchase Agreement also provides that, from
the date of the Purchase Agreement until the earlier of (x) 30 days following the date the Shares have been registered under the Securities
Act of 1933, as amended (the “Securities Act”), pursuant to an effective registration statement and (y) 60 days following
the Closing Date (the “Lock-Up Period”), the Company may not issue shares of Common Stock or Common Stock Equivalents (as
defined in the Purchase Agreement), or file a registration statement under the Securities Act relating to any shares of Common Stock or
Common Stock Equivalents, subject to certain customary exceptions, including issuances under existing equity incentive plans and compensation
agreements, upon the exercise, exchange or conversion of outstanding securities, in connection with acquisitions or strategic transactions
(subject to a 5% cap), as inducement awards under Nasdaq Listing Rule 5635(c)(4), and pursuant to the Company’s committed equity
facility with Roth Principal Investments, LLC or any at-the-market offering program of the Company, as well as the filing of registration
statements on Form S-8 and in connection with such equity facility or at-the-market offering program. During the Lock-Up Period, the Company
has also agreed not to issue any press release or other public announcement referencing the Purchaser or the transactions contemplated
by the Purchase Agreement without first providing the Purchaser with a copy at least one day in advance. The Purchase Agreement may be
terminated (a) by mutual written agreement of the Company and the Purchaser, (b) by the Company if any of the conditions to the Company’s
obligation to close have become incapable of fulfillment and have not been waived, (c) by the Purchaser if any of the conditions to the
Purchaser’s obligation to close have become incapable of fulfillment and have not been waived, or (d) if the closing has not occurred
on or before October 30, 2026, other than as a result of a Willful Breach (as defined in the Purchase Agreement) by the Purchaser, subject
in each case to surviving liability for fraud or Willful Breach.
In connection with the Private Placement, at the
closing, the Company and the Purchaser will enter into a Registration Rights Agreement (the “Registration Rights Agreement”)
requiring the Company, within 30 calendar days following the Closing Date, to file a registration statement on Form S-3 (or Form S-1 if
the Company is not then eligible to use Form S-3) for the resale of the Shares and the Warrant Shares (determined without giving effect
to any limitations on exercise of the Warrants). If the SEC limits the number of securities that may be registered, the Company must register
the maximum number permitted and file one or more additional registration statements covering the remaining securities as promptly as
permitted. The Company must use its best efforts to cause the registration statement to become effective no later than the 90th calendar
day following the Closing Date, or the 120th calendar day following the Closing Date if the U.S. Securities and Exchange Commission (the
“SEC”) reviews and has written comments to the registration statement, or, if earlier, the fifth business day after the SEC
notifies the Company that the registration statement will not be reviewed or is no longer subject to further review and comments. The
Company must use its best efforts to keep the registration statement continuously effective until the earlier of the date all of the covered
securities have been sold and the date all of the covered securities cease to be Registrable Securities (as defined in the Registration
Rights Agreement). The Company may suspend the use of the prospectus for an Allowed Delay (as defined in the Registration Rights Agreement)
on no more than two occasions in any 12-month period, for no more than 45 consecutive days or 90 days in the aggregate. If specified registration
or reporting failures occur, the Company must pay liquidated damages equal to 1.0% of the aggregate purchase price paid by the applicable
holder for the Registrable Securities held on the applicable Event Date (as defined in the Registration Rights Agreement) and on each
monthly anniversary thereof until cured, subject to a five business day cure period and a maximum of 5.0% of the aggregate purchase price
paid by such holder for the Registrable Securities then held, with interest at a rate of 0.5% per month if unpaid within ten business
days. No liquidated damages are payable, among other exceptions, if the Registrable Securities may then be sold without volume or manner-of-sale
restrictions under Rule 144, if the holder is unable to sell because it possesses material non-public information, or with respect to
securities the SEC does not permit to be registered. The Company will bear the expenses of registration, other than underwriting discounts,
selling commissions and certain other selling expenses of the holders. The Registration Rights Agreement also contains customary indemnification
and contribution provisions, with the liability of each holder limited to the net proceeds received by such holder from the sale of Registrable
Securities under the applicable registration statement.
The foregoing descriptions of the Pre-Funded Warrants,
the Common Warrants, the Purchase Agreement and the Registration Rights Agreement are qualified in their entirety by reference to the
full text of such documents (or forms thereof), copies of which are attached hereto as Exhibits 4.1, 4.2, 10.1 and 10.2, respectively,
and each of which is incorporated herein in its entirety by reference. The representations, warranties and covenants contained in such
agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such
agreements and may be subject to limitations agreed upon by the contracting parties.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this
Current Report on Form 8-K regarding the Private Placement is incorporated herein by reference into this Item 3.02. The maximum number
of shares of Common Stock issuable pursuant to the Private Placement, including upon exercise of the Pre-Funded Warrants and the Common
Warrants (without giving effect to the Maximum Percentage limitation), is 39,729,836 shares.
The Shares, the Pre-Funded Warrants, the Common
Warrants and the Warrant Shares (collectively, the “Securities”) were, and will be, offered and sold in a transaction exempt
from registration under the Securities Act in reliance on Section 4(a)(2) thereof and Rule 506(b) of Regulation D thereunder. The Purchaser
represented that it is an “accredited investor,” as defined in Rule 501(a) of Regulation D, and is acquiring the Securities
for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. Accordingly,
the Securities have not been registered under the Securities Act and may not be offered or sold in the United States absent registration
or an exemption from registration under the Securities Act and any applicable state securities laws.
Neither this Current Report on Form 8-K nor the
exhibits attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or any other securities of
the Company.
Item 7.01 Regulation FD Disclosure.
On October 26, 2026, the Company issued a press
release announcing the entry into the Purchase Agreement. A copy of the press release is furnished as Exhibit 99.1 and is incorporated
herein by reference.
The information furnished under this Item 7.01,
including Exhibit 99.1, shall not be deemed “filed” for 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 deemed incorporated
by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference
in such filing.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended,
and the Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding the expected closing of
the private placement, the anticipated gross proceeds and the intended use of the proceeds, the designation and appointment of directors
pursuant to the purchase agreement, the filing and effectiveness of a resale registration statement, and the Company’s plans and
expectations regarding the development and commercialization of communications technology for drone and counter-drone applications. Words
such as “believe,” “expect,” “intend,” “may,” “potential” and similar expressions
are intended to identify forward-looking statements. Forward-looking statements are based on certain assumptions and expectations of future
events that are subject to risks and uncertainties. Actual results and trends may differ materially from historical results or those projected
in any such forward-looking statements depending on a variety of factors. These factors include, but are not limited to the following:
the risk that the private placement is not completed on the anticipated timeline or at all, including as a result of a failure to satisfy
the conditions to closing; the Company’s ability to register the resale of the shares and warrant shares within the time periods
required by the registration rights agreement and any liquidated damages that may become payable if it does not; the effect of Nant’s
significant ownership position and board designation rights on the Company and its other stockholders; anticipated use of mmWave technology
in defense, autonomous and UAV applications, including counter-drone applications; the risk that the performance characteristics of the
Company’s technology, including with respect to jam-resistance and low probability of intercept/detection, may not be replicated
in actual field conditions, third-party testing, or customer deployments; changes in defense spending priorities, government budget constraints,
military procurement policy, or geopolitical developments that could reduce or delay demand for the Company’s technologies in military
and government applications; the risk that Peraso’s products or technology may be subject to U.S. export control laws and regulations,
including EAR or ITAR, and that compliance or non-compliance may limit the addressable market or expose the Company to civil or criminal
penalties; competition from alternative wireless and wired connectivity technologies; the Company’s ability to continue as a going
concern; the Company’s ability to raise additional capital to fund its operations; the Company’s ability to regain compliance
with the continued listing requirements and standards of the Nasdaq Stock Market; risks related to the process of reviewing and exploring
potential strategic alternatives, which may be time-consuming, distracting, and disruptive to the Company’s business operations;
the timing of customer orders and product shipments, which may be impacted by supply chain disruptions experienced by the Company or its
customers; the Company’s ability to convert customer engagements, proof-of-concept evaluations, and technology demonstrations into
design wins, purchase orders, and production revenue; the timing and outcome of product deliveries, field trials, and customer acceptance
of the Company’s products; risks related to pandemics, wars and terrorist activities that may have an adverse impact on the Company’s
business and financial results and result in component shortages and increased lead times that may negatively impact the Company’s
ability to ship its products; risks related to tariffs, trade restrictions, inflation, and other government actions that may affect the
Company’s supply chain, component costs, or customer demand; customer concentrations and length of billing and collection cycles,
which may be impacted in the event of a global recession or economic downturn; lengthy sales cycle; ability to enhance the Company’s
existing proprietary technologies and develop new technologies; achieving additional design wins for the Company’s products through
the acceptance and adoption of its technology by existing and potential customers and their suppliers; difficulties and delays in the
production, testing and marketing of the Company’s products; reliance on manufacturing partners to assist successfully with the
fabrication of and production of the Company’s products; impacts of the end-of-life of the Company’s memory products; availability
of quantities of the Company’s products supplied by its manufacturing partners at a competitive cost; level of intellectual property
protection provided by the Company’s patents, the expenses and other consequences of litigation, including intellectual property
infringement litigation, to which the Company may be or may become a party from time to time; vigor and growth of markets served by the
Company’s customers and its operations; and other risks identified in the Company’s public filings with the SEC, including
the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with
the SEC on March 30, 2026, and its subsequent Quarterly Reports on Form 10-Q. Peraso does not intend to update publicly any forward-looking
statement for any reason, except as required by law, even as new information becomes available or other events occur in the future.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 4.1 |
|
Form of Pre-Funded Warrant |
| 4.2 |
|
Form of Common Warrant |
| 10.1* |
|
Securities Purchase Agreement, dated as of October 26, 2026, by and between Peraso Inc. and Nant Capital, LLC |
| 10.2 |
|
Form of Registration Rights Agreement |
| 99.1 |
|
Press Release of Peraso Inc., dated October 26, 2026 |
| 104 |
|
The cover page of this Current Report on Form 8-K formatted in Inline XBRL |
| * | Certain schedules and exhibits to this exhibit have been omitted
pursuant to Item 601(a)(5) of Regulation S-K, and certain information has been redacted pursuant to Item 601(a)(6) of Regulation S-K.
The forms of Common Warrant, Pre-Funded Warrant and Registration Rights Agreement attached as exhibits to the Securities Purchase Agreement
are filed as Exhibits 4.2, 4.1 and 10.2, respectively. The registrant hereby undertakes to furnish supplementally a copy of any omitted
schedule or exhibit to the Securities and Exchange Commission or its staff upon request. |
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 26, 2026 |
By: |
/s/ Ronald Glibbery |
| |
|
Ronald Glibbery
Chief Executive Officer |
Exhibit
99.1
Peraso Announces $10 Million Strategic Investment from Nant Capital
to Accelerate Development and Commercialization of Advanced Drone Communications
SAN JOSE, Calif. – October 26, 2026 – Peraso Inc. (NASDAQ:
PRSO) (“Peraso” or the “Company”), a leader in mmWave wireless technology, today announced that it has entered
into a definitive agreement for a strategic investment of approximately $10 million from Nant Capital, LLC (“Nant”) in a private
placement, which is expected to close on or about October 28, 2026, subject to the satisfaction of closing conditions.
The Company believes 60 GHz technology offers a differentiated wireless
architecture for applications which require low probability of detection and low probability of jamming. The Company believes 60 GHz mmWave
provides these capabilities by operating at a frequency above that of known jamming equipment, coupled with the highly directional nature
of the mmWave receiver.
“We believe drone communications represents a significant market
opportunity for Peraso and an ideal application for our 60 GHz technology,” said Ron Glibbery, CEO of Peraso. “This strategic
investment from Nant provides us with additional financial resources to accelerate our development and commercialization efforts. Just
as importantly, we believe the investment represents meaningful validation of both our technology and the opportunity we see developing
in next-generation drone communications.”
Peraso intends to use the proceeds from the investment for working
capital and general corporate purposes, which may include the development of advanced communications solutions for drone applications,
including engineering, product development, customer engagements and commercialization initiatives.
The investment is also expected to strengthen Peraso’s ability
to pursue opportunities across the broader drone ecosystem, including communications architectures applicable to unmanned aerial systems
and related counter-drone applications.
“We believe Peraso’s expertise in 60 GHz communications
and beamforming technology has significant potential in drone communications,” said Dr. Patrick Soon-Shiong, Chairman of Nant. “Our
evaluation of Peraso hardware supported our decision to invest.”
Strategic Focus on Drone Communications
The proliferation of unmanned systems is creating increasingly sophisticated
communications requirements, particularly as drones become more autonomous and are deployed in increasingly complex environments.
Peraso believes its 60 GHz technology provides a compelling platform
for this market because of several inherent attributes of mmWave communications, including high bandwidth, highly directional links and
electronically steerable beams.
Peraso’s strategy is to leverage its existing semiconductor technology,
intellectual property and mmWave expertise to develop communications solutions specifically tailored to these emerging applications.
“We see this as an opportunity to build upon technology and expertise
that already exist within Peraso and expand our presence in a market with substantial long-term potential,” Glibbery added. “This
investment gives us greater flexibility to accelerate that strategy while continuing to support our existing businesses.”
Private Placement Details
Pursuant to a securities purchase agreement entered into on October
26, 2026, Peraso has agreed to issue and sell to Nant, in a private placement, 3,271,355 shares of Peraso’s common stock and pre-funded
warrants to purchase 16,593,563 shares of common stock, together with accompanying warrants to purchase up to 19,864,918 shares of common
stock, at a purchase price of $0.5034 per share and accompanying warrant (or $0.5024 per pre-funded warrant and accompanying warrant),
for aggregate gross proceeds of approximately $10 million, before deducting offering expenses. Pre-funded warrants will be issued in lieu
of shares to the extent the purchase of shares would otherwise result in Nant (together with its affiliates and any person acting as a
group with it) beneficially owning more than 19.99% of Peraso’s outstanding common stock immediately prior to the issuance. The
warrants will have an exercise price of $0.3784 per share, equal to the Nasdaq Official Closing Price of Peraso’s common stock on
October 23, 2026, will be exercisable immediately upon issuance (for shares of common stock or, at the holder’s election, pre-funded
warrants) and will expire two years from the date of issuance. The pre-funded warrants shall have an exercise price of $0.001 per share
and will be exercisable immediately upon issuance until exercised in full. The warrants and pre-funded warrants may not be exercised to
the extent the holder would beneficially own more than 19.99% of Peraso’s outstanding common stock, which limitation the holder
may decrease by written notice, and may subsequently increase by written notice to any percentage up to 19.99% upon 61 days’ notice.
Under the purchase agreement, for so long as Nant and its affiliates
beneficially own at least 16.7% of Peraso’s outstanding common stock (including shares issuable upon exercise of the pre-funded
warrants), Nant will have the right to designate two individuals for appointment to Peraso’s board of directors, one of whom will
be Dr. Patrick Soon-Shiong, and for so long as Nant and its affiliates beneficially own less than 16.7% but at least 5%, Nant will have
the right to designate one individual, in each case subject to the terms and conditions of the purchase agreement. Peraso has also agreed
to file, within 30 calendar days following the closing, a registration statement with the Securities and Exchange Commission (the “SEC”)
registering the resale of the shares of common stock issued in the private placement and the shares of common stock issuable upon exercise
of the warrants and pre-funded warrants, and to use its best efforts to cause such registration statement to become effective within the
time periods specified in the registration rights agreement.
The transaction is expected to close on or about October 28, 2026,
subject to the satisfaction or waiver of closing conditions set forth in the purchase agreement. Additional information regarding the
private placement will be included in a Current Report on Form 8-K to be filed by Peraso with the SEC.
The securities described above are being offered in a private placement
under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D promulgated
thereunder, and have not been registered under the Securities Act or applicable state securities laws. Accordingly, the securities may
not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any
sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or other jurisdiction.
About Peraso Inc.
Peraso Inc. (NASDAQ: PRSO) is a pioneer in high-performance 60 GHz
wireless technology, offering chipsets, modules, software and IP. Peraso’s technology supports a range of applications, including
fixed wireless access, drone, defense and tactical communications, immersive video and factory automation. For additional information,
please visit www.perasoinc.com.
About Nant Capital and NantWorks
NantWorks, LLC, founded by Dr. Patrick Soon-Shiong, develops and applies
innovative technologies to address global challenges, with a focus on three areas: health and life sciences, energy and renewables, and
connectivity and communications. Nant Capital, LLC is an investment organization affiliated with NantWorks.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning
of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation
Reform Act of 1995, including, without limitation, statements regarding the expected closing of the private placement, the anticipated
gross proceeds and the intended use of the proceeds, the designation and appointment of directors pursuant to the purchase agreement,
the filing and effectiveness of a resale registration statement, and the Company’s plans and expectations regarding the development
and commercialization of communications technology for drone and counter-drone applications. Words such as “believe,” “expect,”
“intend,” “may,” “potential” and similar expressions are intended to identify forward-looking statements.
Forward-looking statements are based on certain assumptions and expectations of future events that are subject to risks and uncertainties.
Actual results and trends may differ materially from historical results or those projected in any such forward-looking statements depending
on a variety of factors. These factors include, but are not limited to the following: the risk that the private placement is not completed
on the anticipated timeline or at all, including as a result of a failure to satisfy the conditions to closing; the Company’s ability
to register the resale of the shares and warrant shares within the time periods required by the registration rights agreement and any
liquidated damages that may become payable if it does not; the effect of Nant’s significant ownership position and board designation
rights on the Company and its other stockholders; anticipated use of mmWave technology in defense, autonomous and UAV applications, including
counter-drone applications; the risk that the performance characteristics of the Company’s technology, including with respect to
jam-resistance and low probability of intercept/detection, may not be replicated in actual field conditions, third-party testing, or customer
deployments; changes in defense spending priorities, government budget constraints, military procurement policy, or geopolitical developments
that could reduce or delay demand for the Company’s technologies in military and government applications; the risk that Peraso’s
products or technology may be subject to U.S. export control laws and regulations, including EAR or ITAR, and that compliance or non-compliance
may limit the addressable market or expose the Company to civil or criminal penalties; competition from alternative wireless and wired
connectivity technologies; the Company’s ability to continue as a going concern; the Company’s ability to raise additional
capital to fund its operations; the Company’s ability to regain compliance with the continued listing requirements and standards
of the Nasdaq Stock Market; risks related to the process of reviewing and exploring potential strategic alternatives, which may be time-consuming,
distracting, and disruptive to the Company’s business operations; the timing of customer orders and product shipments, which may
be impacted by supply chain disruptions experienced by the Company or its customers; the Company’s ability to convert customer engagements,
proof-of-concept evaluations, and technology demonstrations into design wins, purchase orders, and production revenue; the timing and
outcome of product deliveries, field trials, and customer acceptance of the Company’s products; risks related to pandemics, wars
and terrorist activities that may have an adverse impact on the Company’s business and financial results and result in component
shortages and increased lead times that may negatively impact the Company’s ability to ship its products; risks related to tariffs,
trade restrictions, inflation, and other government actions that may affect the Company’s supply chain, component costs, or customer
demand; customer concentrations and length of billing and collection cycles, which may be impacted in the event of a global recession
or economic downturn; lengthy sales cycle; ability to enhance the Company’s existing proprietary technologies and develop new technologies;
achieving additional design wins for the Company’s products through the acceptance and adoption of its technology by existing and
potential customers and their suppliers; difficulties and delays in the production, testing and marketing of the Company’s products;
reliance on manufacturing partners to assist successfully with the fabrication of and production of the Company’s products; impacts
of the end-of-life of the Company’s memory products; availability of quantities of the Company’s products supplied by its
manufacturing partners at a competitive cost; level of intellectual property protection provided by the Company’s patents, the expenses
and other consequences of litigation, including intellectual property infringement litigation, to which the Company may be or may become
a party from time to time; vigor and growth of markets served by the Company’s customers and its operations; and other risks identified
in the Company’s public filings with the SEC, including the “Risk Factors” section of the Company’s Annual Report
on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 30, 2026, and its subsequent Quarterly Reports on Form
10-Q. Peraso does not intend to update publicly any forward-looking statement for any reason, except as required by law, even as new information
becomes available or other events occur in the future.
Investor Relations Contact
Shelton Group
Brett L. Perry
P: 214-272-0070
E: sheltonir@sheltongroup.com
