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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):
September 5, 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 3.01 Notice of Delisting or Failure to
Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On September 5, 2025, Peraso Inc. (the “Company”)
received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon
the closing bid price of the Company’s common stock (“Common Stock”) for the 30 consecutive business days ending on
September 4, 2025, the Company no longer meets the requirement to maintain a minimum bid price of $1 per share, as set forth in Nasdaq
Listing Rule 5550(a)(2).
In accordance with Nasdaq Listing Rule 5810(c)(3)(A),
the Company has been provided a period of 180 calendar days, or until March 4, 2026, in which to regain compliance. In order to regain
compliance with the minimum bid price requirement, the closing bid price of the Company’s Common Stock must be at least $1 per share
for a minimum of ten consecutive business days during this 180-day period. In the event the Company does not regain compliance within
this 180-day period, the Company may be eligible to seek an additional compliance period of 180 calendar days provided it meets the continued
listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with
the exception of the bid price requirement, and further provides written notice to Nasdaq of its intent to cure the deficiency during
this second compliance period by effecting a reverse stock split, if necessary. However, if it appears to the Nasdaq staff that the Company
will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notice to the Company that its
Common Stock will be subject to delisting.
The above mentioned letter does not result in
the immediate delisting of the Company’s Common Stock from the Nasdaq Capital Market. The Company is monitoring the closing bid
price of its Common Stock and considering its available options in the event the closing bid price of the Company’s Common Stock
remains below $1 per share.
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: September 5, 2025 |
By: |
/s/ James Sullivan |
| |
|
James Sullivan |
| |
|
Chief Financial Officer |
