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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.
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. received a Schedule 13G/A in which Iroquois Capital Management, LLC, Richard Abbe and Kimberly Page report warrants and beneficial ownership rights for Peraso common stock. The filing discloses reported securities to purchase a combined 1,428,570 shares, with reported allocations of 371,424 shares to Iroquois, 1,057,146 shares attributable solely to Mr. Abbe and 371,424 shares attributable to Ms. Page, and shows shared interests of 371,424 shares among the parties.
The filing states the percentages were calculated using 5,027,173 shares outstanding and reports 9.99% for Mr. Abbe and 6.88% for Iroquois and Ms. Page. The reported warrants are subject to a 9.99% blocker, and the cover-page counts reflect shares issuable upon full exercise without applying the blocker, meaning the actual exercisable ownership will be lower. The filers certify these securities were not acquired to change or influence control of the issuer.
Peraso Inc. reported total net revenue of $2.22 million for the quarter and $6.09 million for the six months ended June 30, 2025, with product sales shifting away from discontinued memory ICs toward mmWave ICs and antenna modules. The company recorded a net loss of $1.83 million for the quarter and $2.30 million for the six months, and had cash and cash equivalents of $1.76 million and an accumulated deficit of approximately $179.4 million as of June 30, 2025.
The company completed final end-of-life shipments for its memory ICs in March 2025, reported improved six-month gross profit driven by mmWave product sales, reduced R&D and SG&A costs, and raised proceeds from at-the-market sales. The board has launched a strategic review after receiving an unsolicited, non-binding proposal from Mobix Labs and is pursuing additional financings. Management and the auditor have expressed substantial doubt about the company’s ability to continue as a going concern without additional capital.