Peraso SEC Filings

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. filed an S-3 shelf registration to register shares for resale by certain selling stockholders and to register shares issuable upon exercise of outstanding warrants and options. The filing shows up to 1,019,047 shares issuable on exercise of the Warrants, and assumes October 7, 2025 as a full-exercise date producing 8,809,757 total shares and Exchangeable Shares outstanding after exercise. Several broker-dealer placement agent warrants and inducement warrants are listed (including placement agent warrants issued to Ladenburg Thalmann and affiliates). The capitalization disclosures list multiple warrant series and option pools, including 3,974,520 shares issuable upon exercise of Series A warrants at $2.25, 1,293,650 Series C warrants at $1.61, and other series with specified exercise prices. The prospectus also lists selling stockholders with specific pre- and post-offering beneficial ownership percentages and a range of permitted distribution methods. Filing exhibits and fees are enumerated and officers signed the registration.

Mobix Labs, Inc. has filed a Schedule TO-C describing pre-commencement communications for a potential tender offer to acquire the issued and outstanding shares of Peraso, Inc. common stock. This filing makes clear that no tender offer has begun yet and that any future offer would be detailed in formal tender offer materials filed on Schedule TO, along with Peraso’s response on Schedule 14D-9.

The communication emphasizes that Peraso security holders should carefully review any future tender offer documents and recommendation statement before deciding whether to tender their shares. It also includes extensive forward-looking statement disclosures, outlining uncertainties such as Peraso’s willingness to engage, regulatory approvals, financing conditions, market volatility, and integration risks if a transaction is ultimately pursued.

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. (PRSO) filed a Form D reporting a completed Regulation D offering totaling $1,288,809. The filing states the offering involved equity and related warrants: 952,380 shares issuable upon exercise of Series E warrants at $1.25 per share and 66,667 shares issuable upon exercise of placement agent warrants at $1.475 per share.

The offering was conducted under Rule 506(b) with a reported first sale date of 2025-09-11 and shows a single investor participated. Ladenburg Thalmann & Co. Inc. is listed as the broker-dealer, sales commissions are reported as $244,477 (estimate), and the issuer indicates $0 of the proceeds were used to pay executive officers, directors or promoters.

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.