Peraso (NASDAQ: PRSO) warned by Nasdaq over sub-$1 share price and delisting risk

Rhea-AI Filing Summary

Peraso Inc. received a notice from Nasdaq that its common stock no longer meets the minimum bid price requirement of $1 per share. This determination was based on the stock’s closing bid price over 30 consecutive business days ending September 4, 2025.

The company has 180 calendar days, until March 4, 2026, to regain compliance. To do so, its stock must close at or above $1 per share for at least ten consecutive business days during this period. If it fails, Peraso may qualify for an additional 180-day extension if it meets other Nasdaq Capital Market standards and notifies Nasdaq of plans to cure the deficiency, potentially through a reverse stock split.

The notice does not cause immediate delisting, but Peraso’s common stock could be removed from the Nasdaq Capital Market if it cannot restore compliance. The company states it is monitoring its share price and evaluating its options.

Positive

• None.

Negative

• Nasdaq bid-price deficiency and delisting risk: Peraso’s shares have traded below the $1 minimum bid price, triggering a Nasdaq notice and creating a timeline under which the stock could ultimately be delisted from the Nasdaq Capital Market if compliance is not regained.

Insights

Equity markets and listing standards analyst

Nasdaq bid-price noncompliance introduces real delisting risk for Peraso.

Peraso Inc. has fallen below Nasdaq’s minimum bid price requirement of $1 per share, as measured over 30 consecutive business days ending September 4, 2025. This triggers a formal deficiency period of 180 calendar days, until March 4, 2026, during which the stock must close at or above $1 for at least ten consecutive business days to regain compliance.

If the company cannot restore its bid price, it may still obtain a second 180-day grace period, but only if it satisfies all other initial listing standards for the Nasdaq Capital Market and the required market value of publicly held shares. The text also notes that Peraso could seek to cure the deficiency by effecting a reverse stock split, which is a common mechanism to boost per-share price without changing overall market value.

Failure to meet these conditions would allow Nasdaq to delist the common stock from the Nasdaq Capital Market. That outcome would likely move trading to a less liquid venue and could affect investor perception, although the actual impact would depend on future share price performance and any actions such as a reverse split that Peraso chooses to pursue.

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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.

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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

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FAQ

Why did Peraso Inc. (PRSO) receive a Nasdaq deficiency notice?

Peraso Inc. received a notice from Nasdaq because the closing bid price of its common stock was below $1 per share for 30 consecutive business days ending on September 4, 2025, violating Nasdaq Listing Rule 5550(a)(2).

How long does Peraso Inc. (PRSO) have to regain Nasdaq bid-price compliance?

Peraso has 180 calendar days, until March 4, 2026, to regain compliance. The stock’s closing bid price must reach at least $1 per share for a minimum of ten consecutive business days during this period.

Can Peraso Inc. (PRSO) get more time beyond March 4, 2026 to meet Nasdaq rules?

Yes. If Peraso meets the continued listing requirement for market value of publicly held shares and all other initial Nasdaq Capital Market standards except bid price, and gives written notice of its intent to cure the deficiency, it may qualify for an additional 180-day compliance period.

What steps might Peraso Inc. (PRSO) take to regain Nasdaq compliance?

The company notes it may seek to cure the deficiency during a second compliance period by effecting a reverse stock split, if necessary, and is currently monitoring its closing bid price and considering available options.

Is Peraso Inc. (PRSO) being immediately delisted from Nasdaq?

No. The Nasdaq letter does not result in immediate delisting. Delisting would occur only if Peraso fails to regain compliance within the allowed periods and Nasdaq determines that the deficiency cannot be cured.

What happens if Peraso Inc. (PRSO) cannot fix the bid-price deficiency?

If Peraso does not regain compliance and is not eligible for or fails during any additional compliance period, Nasdaq may notify the company that its common stock will be subject to delisting from the Nasdaq Capital Market.