Peraso Inc. SEC Filings

Peraso Inc. (PRSO) is asking stockholders to vote at its virtual 2025 annual meeting on December 22, 2025. The agenda covers electing four directors (including CEO Ronald Glibbery and Daniel Lewis), ratifying Weinberg & Company, P.A. as auditor for 2025, approving an amendment to the 2019 Stock Incentive Plan to add 1,000,000 shares reserved for issuance, and authorizing potential adjournments.

Stockholders of record as of November 17, 2025, holding 9,207,929 common shares and 24,257 Exchangeable Shares, may vote online, by phone, mail or during the webcast. The proxy details a largely salary-based pay program: in 2024 the CEO earned $400,000 and other named officers earned $275,000–$305,000 with no bonuses or new equity grants, while Peraso reported a $10.7 million net loss. It also outlines change-in-control protections, under which the CEO could receive cash severance of $800,000 in salary plus a $300,000 bonus equivalent, benefits, and equity acceleration if terminated after a qualifying transaction.

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.

PRSO is updating its shelf registration to allow additional at-the-market sales of common stock through Ladenburg Thalmann. The company may now offer and sell, from time to time, shares of common stock having an aggregate offering price of up to $3,150,000 under its existing Sales Agreement, in addition to approximately $4,095,176 of shares already sold under prior supplements.

These sales are made under Form S-3 General Instruction I.B.6, which limits primary offerings to no more than one-third of public float in any 12-month period while public float remains below $75,000,000. As of November 21, 2025, PRSO’s public float was about $21,229,538, based on 9,150,663 shares held by non-affiliates. The stock trades on Nasdaq Capital Market under the symbol PRSO, with a last reported price of $0.8839 per share on November 20, 2025.

Peraso Inc. reported Q3 results with total net revenue of $3.234 million, down 20% year over year, as the business shifts from legacy memory ICs to mmWave products. Product revenue was $3.062 million, led by mmWave ICs of $2.276 million, while memory ICs contributed $0.072 million following the product line’s end‑of‑life. Gross profit was $1.817 million.

Net loss for the quarter was $1.210 million (basic and diluted loss per share of $0.17), compared with a $2.712 million net loss a year ago. Cash and cash equivalents were $1.865 million at quarter end, and operating cash outflow was $4.555 million for the first nine months. The company raised liquidity through an ATM program (net $2.270 million year‑to‑date) and warrant inducement offerings (net $0.933 million earlier and approximately $0.9 million in September). Management states substantial doubt about the company’s ability to continue as a going concern absent additional capital. Peraso is conducting a strategic review and, on October 30, 2025, entered a mutual confidentiality agreement with Mobix Labs regarding its unsolicited proposals. Peraso also regained compliance with Nasdaq’s $1.00 minimum bid price on September 19, 2025.

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.

Mobix Labs filed a Schedule TO‑C as a pre‑commencement communication regarding a potential tender offer for Peraso, Inc. common stock. No tender offer has been commenced. If launched, Mobix Labs will file a Schedule TO with an offer to purchase, letter of transmittal, and related documents, and Peraso would file a Schedule 14D‑9.

Investors will be able to access any related documents, if and when available, free of charge at the SEC’s website and Mobix Labs’ investor relations site.

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.

PRSO is updating its at-the-market stock offering program, allowing it to sell additional common shares with an aggregate offering price of up to $1,750,000 through Ladenburg Thalmann under an existing sales agreement. This fits within Form S-3 rules that cap primary offerings at one-third of its public float.

The company also outlines an ongoing unsolicited approach from Mobix Labs, which has moved from an initial stock-based proposal to a revised all-cash indication of $1.30 per share. Mobix has discussed a potential hostile exchange offer but, as of October 9, 2025, has not commenced any tender or exchange offer. The board is conducting a strategic review with financial and legal advisors and states there is no assurance any transaction with Mobix or others will occur.