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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):
November 20, 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 5.02. Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 20, 2025, Ian McWalter provided written
notice to the secretary of Peraso Inc. (the “Company”) that, in connection with his planned retirement, he will not stand
for re-election as a director of the Company upon the expiration of his current term, which expires at the Company’s 2025 annual
meeting of stockholders. Mr. McWalter currently serves as a member of the Board and the Board’s Audit Committee and Compensation
Committee. Mr. McWalter’s retirement and decision to stand for re-election was not the result of any disagreement with the Company
on any matter relating to the Company’s operations, policies or practices.
Item 8.01 Other Events.
On November 21, 2025, 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 $3,150,000
of Shares, which does not include the Shares having an aggregate gross sales price of approximately $4,095,176 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 and October 10, 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 |
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: November 21, 2025 |
By: |
/s/ James Sullivan |
| |
|
James Sullivan |
| |
|
Chief Financial Officer |
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