Peraso, Inc. 8-K Filings

Peraso Inc. (PRSO) reported that its Compensation Committee approved increases to the annual base salaries of all executive officers, including the named executive officers. Each affected executive received a 5% increase to his then-current annual base salary, effective retroactively as of July 1, 2026. The company stated that, for the CEO, CFO and COO, any target annual bonus opportunity and severance benefits that are calculated by reference to base salary will now be recalculated using the increased base salary amounts, effective as of the Salary Increase effective date. The action was approved on August 21, 2026.

Peraso Inc. reported second quarter 2026 net revenue of $1.3 million, up about 36% sequentially but down from $2.2 million a year earlier, mainly due to irregular ordering and prior-period strength in memory products. Product revenue was $1.24 million, driven by higher mmWave shipments.

Gross margin improved to 63.7% from 48.3% a year ago, helped by non-recurring engineering services, favorable mmWave mix and sales of previously written-down inventory. GAAP net loss was $2.2 million, or ($0.16) per share, compared with a loss of $1.8 million, or ($0.31) per share, in the prior-year quarter.

On a non-GAAP basis, net loss was $2.06 million, or ($0.15) per share. Adjusted EBITDA was negative $2.0 million, an improvement from negative $2.3 million in the prior quarter. Cash and cash equivalents were $3.3 million as of June 30, 2026, with total assets of $6.8 million and stockholders’ equity of $4.9 million. Management highlighted continued demand for its 60 GHz mmWave technology, especially in fixed wireless access, drones, and defense, while noting ongoing supply-chain challenges and significant risk factors including the ability to continue as a going concern and to raise additional capital.

Peraso Inc. reported that on July 28, 2026, director Daniel Lewis notified the company that, in connection with his planned retirement, he will not stand for re-election when his current term ends at the company’s 2026 annual meeting of stockholders.

The company stated that Mr. Lewis’ retirement and decision not to stand for re-election were not the result of any disagreement regarding its operations, policies or practices.

Peraso Inc. reported that Nasdaq notified it on July 21, 2026 that its common stock no longer satisfies the Nasdaq Capital Market minimum $1 bid price requirement, based on the closing bid price for 30 consecutive business days ended July 20, 2026. Under Nasdaq rules, Peraso has 180 calendar days, until January 19, 2027, to regain compliance by achieving a closing bid of at least $1 per share for at least ten consecutive business days. If it still does not meet the standard, it may be eligible for an additional 180-day period if it meets other listing criteria and notifies Nasdaq of its intent to cure, including by a reverse stock split if necessary. The notice does not immediately remove the stock from Nasdaq, and the company is monitoring its share price and options.

The board also set September 10, 2026 as the date of the virtual 2026 annual meeting of stockholders, with a record date of July 20, 2026. Shareholder proposals, director nominations and universal proxy notices are due by 5:00 p.m. Eastern on August 3, 2026.

Peraso Inc. entered into a letter agreement with Roth Principal Investments, LLC on July 10, 2026, modifying terms of an existing Common Stock Purchase Agreement dated June 30, 2026. Under the new letter agreement, the purchase price discount for both Pre-Market and Post-Market Purchases is set at 5.0% of the VWAP

Peraso Inc. entered into a committed equity facility with Roth Principal Investments, allowing the company, at its discretion, to sell up to $25,000,000 of newly issued common stock over a period of up to 36 months after a resale registration statement is declared effective. Purchases can occur in several intraday windows at prices based on the stock’s VWAP, at discounts of 3% for Market Open and Intraday Purchases and 6% for Pre- and Post-Market Purchases. Nasdaq rules cap initial issuances at 3,004,114 shares, or 19.99% of shares outstanding before the agreement, unless pricing conditions or stockholder approval remove this limit, and Roth’s beneficial ownership cannot exceed 4.99%. Peraso plans to use any net proceeds for working capital and to support product development and expansion in drone, defense and tactical communications markets.

Peraso Inc. filed a prospectus supplement to increase the maximum amount of common stock it may sell under its at-the-market offering program with Ladenburg Thalmann to an aggregate of $670,000 of shares. This is on top of approximately $9,370,130 in shares already sold under the same Sales Agreement. The shares are offered under an effective Form S-3 registration statement and related base prospectus, as updated by several prospectus supplements including the new one. Peraso also filed a legal opinion from Mitchell Silberberg & Knupp LLP covering the validity of the shares issued under this program.

Peraso Inc. reported weak first quarter 2026 results, with revenue and losses moving in the wrong direction. Total net revenue was $1.0 million, down from $2.9 million in the prior quarter and $3.9 million a year earlier, as both memory IC and mmWave product shipments declined. Product revenue fell to $0.7 million, while services and other contributed $0.3 million.

Gross margin improved sequentially to 61.5% from 52.2% due to a higher mix of non-recurring engineering projects, but remained below the 69.3% level of the prior year. GAAP net loss widened to $2.5 million, or ($0.22) per share, compared with ($0.13) in the prior quarter and ($0.08) a year ago. Non-GAAP net loss was $2.3 million, or ($0.20) per share, and adjusted EBITDA was negative $2.3 million versus negative $0.3 million a year earlier.

Management cited a delayed fulfillment of a significant customer order due to supplier materials issues, irregular order patterns in fixed wireless access, and early-stage demand from new customers. They highlighted growing interest in 60 GHz mmWave technology, including initial production shipments for an Israeli defense customer’s drone Identification Friend or Foe system, but also listed substantial risks such as the ability to continue as a going concern, raising capital, and maintaining Nasdaq listing compliance.

Peraso Inc. reported that it has delivered an initial limited production shipment of its proprietary 60GHz modules for military Identification Friend or Foe (IFF) applications to Israeli defense contractor iNTACT. The shipment, which supports infantry and drone deployment, demonstrates the company’s ability to produce these specialized modules.

The integrated solution combines Peraso’s optimized hardware with software that implements the IFF protocol and power reduction algorithms designed for battery-operated devices. The company cautions that there is no assurance iNTACT will place additional orders or that further IFF modules will be produced.

Peraso Inc. updated investors on preliminary results and its at-the-market stock program. For the quarterly period ended March 31, 2026, the company now expects total revenues of approximately $0.9 million to $1.0 million, down from the $1.2 million it had indicated on its March 16, 2026 conference call. Management emphasized these figures are preliminary and may change once the normal quarter-end close is complete.

Peraso also filed a new prospectus supplement to increase the capacity of its existing at-the-market equity offering under its Sales Agreement with Ladenburg Thalmann. The supplement allows sales of up to an additional $2,125,000 of common shares, on top of approximately $7,245,131 of shares already sold under this program.

Peraso reported 2025 results showing a shift toward its core 60 GHz mmWave business, but with lower overall sales. Full-year net revenue was $12.2 million compared with $14.6 million in 2024, as memory IC shipments declined while mmWave product revenue grew six-fold year over year.

GAAP gross margin improved to 58.0% from 51.7%, helped by higher-margin mmWave products and lower amortization on memory intangibles. GAAP net loss narrowed to $4.8 million, or ($0.67) per share, from $10.7 million, or ($3.57) per share, reflecting significant operating expense reductions.

Non-GAAP net loss was $4.3 million versus $5.1 million a year earlier, and adjusted EBITDA was negative $4.0 million compared with negative $4.5 million. Cash and cash equivalents were $2.9 million as of December 31, 2025. Management highlighted growing design wins in fixed wireless and tactical communications and sees rising demand for high-data-rate, interference-resistant 60 GHz connectivity through 2026.

Peraso Inc. granted new equity incentives to its top executives. On February 9, 2026, the compensation committee awarded 60,000 stock options each to Chief Executive Officer Ronald Glibbery, Chief Financial Officer James Sullivan, and Chief Operating Officer Bradley Lynch.

The options have an exercise price of $0.87 per share, vest in equal monthly installments over 36 months starting one month after the grant date, and expire on February 9, 2036. These awards were made under Peraso’s Amended and Restated 2019 Stock Incentive Plan.

Peraso Inc. reported that it continues to hold discussions with Mobix Labs, Inc. about a potential strategic transaction. The two companies are operating under a mutual confidentiality agreement originally signed on October 30, 2025 and are conducting customary, confidential due diligence.

Mobix Labs has provided Peraso with a non-binding indication of interest for a possible all-stock transaction at a premium to Peraso’s current trading price. This indication remains subject to further diligence, negotiation, and the signing of definitive agreements, and there is no agreement yet on structure, consideration, timing, or other key terms. Peraso also cautions that any statements about potential deals, strategic rationale, or expected benefits are forward-looking and may differ materially from actual outcomes.

Peraso Inc. reported board and governance updates around its December 2025 annual meeting. The board amended the Amended and Restated 2019 Stock Incentive Plan to remove limits on the number of common shares that may be granted in equity awards to non-employee directors, following a prior 1,000,000-share increase in the plan reserve that stockholders approved at the 2025 annual meeting.

The board appointed Cees Links as a director and member of the Audit Committee, effective after the annual meeting, replacing retiring director Ian McWalter. Peraso’s stockholders elected all director nominees and approved three additional proposals, each receiving more votes “for” than “against,” including one proposal with 3,480,865 votes for and another with 3,117,397 votes for. The company also furnished a press release announcing Mr. Links’ appointment.

Peraso Inc. announced a planned board change and an update to its at-the-market stock offering program. Director Ian McWalter notified the company that, in connection with his planned retirement, he will not stand for re-election when his current term ends at the 2025 annual meeting. He serves on the board, Audit Committee and Compensation Committee, and his decision is stated as not due to any disagreement over operations, policies or practices.

Peraso also filed a new prospectus supplement to increase the capacity of its existing at-the-market equity program under its Sales Agreement with Ladenburg Thalmann & Co. Inc. to up to an aggregate of $3,150,000 of common shares, in addition to approximately $4,095,176 of shares already sold under that program pursuant to its effective Form S-3 shelf registration.

Peraso Inc. (PRSO) furnished an 8-K announcing it issued a press release with financial results for the three and nine months ended September 30, 2025, attached as Exhibit 99.1. The release includes GAAP results alongside non-GAAP measures used by management to evaluate performance.

The non-GAAP metrics exclude stock-based compensation, amortization of intangibles from the 2021 Peraso Technologies acquisition, severance costs, and changes in fair value of warrant liabilities. Adjusted EBITDA is defined as GAAP net income (loss) excluding these items plus interest, depreciation and income taxes. The company notes severance amounts were fully paid during the quarter ended September 30, 2025.

The information in the report and Exhibit 99.1 is being furnished, not filed, and includes reconciliations to the most comparable GAAP measures in the press release.

Peraso Inc. (PRSO) announced a confidentiality agreement with Mobix Labs on October 30, 2025, as part of its ongoing review of strategic alternatives. The pact includes customary terms, notably a mutual 12-month standstill and non-solicitation provisions.

This is an administrative step that allows both companies to exchange information under agreed boundaries while Peraso evaluates potential paths. No financial terms or transactions were disclosed in connection with this notice.

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.

Peraso Inc. disclosed the detailed schedule of outstanding equity instruments that could convert into common stock, listing option, warrant, restricted stock unit, and reserve quantities. Key items include 837,380 shares held in abeyance, 1,333,794 shares from outstanding stock options (weighted average exercise price $3.38), a 213,438 share reserve under its 2019 Stock Incentive Plan, and multiple tranches of warrants across 2022–2025 with exercise prices ranging from $1.25 to $40.00. The filing shows 952,380 Series E warrants dated September 12, 2025 at an exercise price of $1.25 and 66,667 placement agent warrants at $1.475. Aggregating the listed items yields approximately 11.5 million shares of common stock potentially issuable upon exercise or conversion of the instruments disclosed.

Peraso Inc. reported that it has regained compliance with the Nasdaq Capital Market’s minimum bid price requirement. The company received a notification letter from Nasdaq’s Listing Qualifications Department on September 19, 2025, confirming that it again meets the minimum bid price standard under Nasdaq Listing Rule 5550(a)(2). A press release dated September 22, 2025 providing further detail is included as an exhibit to this report.

Peraso Inc. reported that it is continuing its strategic review and has received a revised unsolicited proposal from Mobix Labs, Inc. to acquire the company using both cash and stock consideration in an undetermined amount. Peraso has invited Mobix Labs to join a limited exploratory call, structured so that Peraso does not share material non-public information and does not operate under a confidentiality agreement. The call, if held on these or other mutually acceptable terms, would help Peraso better understand Mobix Labs’ updated proposal and intentions, but no transaction has been agreed.

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.

Peraso Inc. filed a current report to note that it has issued a new press release updating its ongoing strategic review process. The update also covers developments related to an unsolicited, non-binding proposal from Mobix Labs, Inc., which Peraso had first disclosed on June 27, 2025. The press release dated August 19, 2025 is included as an exhibit and incorporated by reference, indicating that further details on the review and the proposal are contained in that document.

Peraso Inc. furnished a press release reporting its financial results for the three and six months ended June 30, 2025 and provided reconciliations of non‑GAAP measures in Exhibit 99.1.

Management presents non‑GAAP measures that exclude stock‑based compensation, amortization of intangibles (none recorded for the periods because intangibles were fully amortized as of December 31, 2024), severance costs (related to employee reductions begun in November 2023; severance amounts were fully paid in July 2025), and changes in fair value of warrant liabilities (from warrants issued in November 2022 and June 2023). The company defines adjusted EBITDA as GAAP net income (loss) excluding those items plus interest, depreciation and taxes. Reconciliations to the most directly comparable GAAP measures are furnished in the press release. The filing notes these materials are furnished, not "filed," for Section 18 purposes.

Peraso (Nasdaq: PRSO) filed an 8-K disclosing it has received an unsolicited, non-binding acquisition proposal. Filed under Item 8.01, the notice omits the bidder’s identity and financial terms but states the board will review the offer in accordance with its fiduciary duties and cautions that no transaction is assured.

The event signals potential M&A activity that could deliver a premium to shareholders or prompt alternative strategic actions. No operational or financial updates accompanied the announcement.

Peraso Inc. (Nasdaq: PRSO) filed a Form 8-K to disclose that, on June 18, 2025, it received a letter from Nasdaq’s Listing Qualifications Department confirming the company has regained compliance with the minimum bid-price requirement under Listing Rule 5550(a)(2). The notification removes the risk of delisting that arose after Peraso’s share price previously fell below the US$1.00 threshold for 30 consecutive trading days. The company announced the development in a press release dated June 20, 2025, which is furnished as Exhibit 99.1 to the filing. No additional financial data or operational updates were provided in this report.