Peraso (NASDAQ: PRSO) raises ATM stock sale capacity to $1.75M

Rhea-AI Filing Summary

Peraso Inc. disclosed that it filed a new prospectus supplement to increase the capacity of its at-the-market equity program with Ladenburg Thalmann. The supplement raises the maximum amount of common stock that can be issued under the existing Sales Agreement to up to an aggregate of $1,750,000 of shares.

This new limit is separate from the $2,686,953 in shares that have already been sold under the agreement. The shares are being offered under Peraso’s effective Form S-3 shelf registration statement and related base prospectus, as further detailed in prior and current prospectus supplements.

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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 10, 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 8.01 Other Events.

On October 10, 2025, 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 $1,750,000 of Shares, which does not include the Shares having an aggregate gross sales price of $2,686,953 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 and December 10, 2024 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

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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: October 10, 2025	By:	/s/ James Sullivan
		James Sullivan
		Chief Financial Officer

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FAQ

What did Peraso (PRSO) announce regarding its at-the-market offering?

Peraso Inc. announced that it filed a new prospectus supplement to increase the capacity of its at-the-market common stock offering under its Sales Agreement with Ladenburg Thalmann.

How large is Perasos updated at-the-market program under the Sales Agreement?

The new prospectus supplement provides for issuances of up to an aggregate of $1,750,000 of Peraso common shares under the existing at-the-market Sales Agreement.

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

Peraso states that the new $1,750,000 limit does not include common shares having an aggregate gross sales price of $2,686,953 that have already been sold under the Sales Agreement.

Under what registration statement are Perasos shares being issued?

The shares sold under the at-the-market program are issued pursuant to Perasos Form S-3 registration statement (File No. 333-280798), which was declared effective and includes a base prospectus.

What offering documents govern Perasos current at-the-market sales?

The sales are made under the Form S-3 registration statement, a base prospectus dated July 22, 2024, prior prospectus supplements dated August 30, 2024 and December 10, 2024, and the new prospectus supplement filed on October 10, 2025.

Who is Perasos sales agent for the at-the-market offering?

Ladenburg Thalmann & Co. Inc. acts as sales agent under the At the Market Offering Agreement with Peraso Inc.