UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
TO
TENDER
OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF
THE SECURITIES EXCHANGE ACT OF 1934
PERASO,
INC.
(Name
of Subject Company (Issuer))
MOBIX
LABS, INC.
(Names
of Filing Persons (Offeror))
Common
Stock, par value $0.001 per share
(Title
of Class of Securities)
71360T200
(CUSIP
Number of Class of Securities (Underlying Common Stock))
Keyvan
Samini
President
and Chief Financial Officer
1
Venture, Suite 220
Irvine,
California 92618
(949)
808-8888
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copies
to:
Raymond
Lee, Esq.
Laurie
L. Green, Esq.
Greenberg
Traurig, LLP
18565
Jamboree Road
Suite
500
Irvine,
CA 92612
(949)
732-6510
| ☒ |
Check
the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check
the appropriate boxes below to designate any transactions to which the statement relates:
| |
☒ |
|
Third-party
tender offer subject to Rule 14d-1. |
| |
☐ |
|
Issuer
tender offer subject to Rule 13e-4. |
| |
☐ |
|
Going-private
transaction subject to Rule 13e-3. |
| |
☐ |
|
Amendment
to Schedule 13D under Rule 13d-2. |
Check the following box if the filing
is a final amendment reporting the results of the tender offer: ☐
If
applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| |
☐ |
|
Rule
13e-4(i) (Cross-Border Issuer Tender Offer) |
| |
☐ |
|
Rule
14d-1(d) (Cross-Border Third-Party Tender Offer) |
The
pre-commencement communication filed under cover of this tender offer statement on Schedule TO is being filed by Mobix Labs, Inc. (“Mobix
Labs”), a Delaware corporation, in connection with communications before a tender offer for the issued and outstanding shares
of common stock, par value $0.001 per share (the “Peraso Common Stock”), of Peraso, Inc. (“Peraso”),
a Delaware corporation.
Important
Information about the Tender Offer
This
communication is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell any
securities, a solicitation of any vote or approval, or an offer of any kind in any jurisdiction in which such offer, solicitation or
sale would be unlawful. No tender offer has been commenced at this time. If Mobix Labs commences a tender offer for the shares of Peraso,
Mobix Labs will file with the SEC a tender offer statement on Schedule TO, together with an offer to purchase, a letter of transmittal
and related documents (collectively, the “Tender Offer Materials”). In addition, Peraso would be required to file
with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to any tender offer that is commenced. Holders of
Peraso securities are urged to read the Tender Offer Materials and the Schedule 14D-9, if and when they become available, because they
will contain important information that investors should consider before making any decision regarding tendering their shares. If a transaction
is structured as one requiring registration under the Securities Act, Mobix Labs would file a registration statement (including a prospectus)
with the SEC, and Peraso may file a proxy statement or other relevant documents with the SEC in connection with seeking any required
approvals. Investors and security holders will be able to obtain the foregoing documents (if and when available) free of charge at the
SEC’s website at www.sec.gov and from Mobix Labs’ investor relations website.
Forward-Looking
Statements
This
communication contains “forward-looking statements”. Forward-looking statements relate to expectations, beliefs, projections,
plans and strategies, anticipated events or trends, and similar expressions concerning matters that are not historical facts. In some
cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,”
“intends,” “plans,” “anticipates,” “believes,” “estimates,” “targets,”
“predicts,” “potential,” “continue,” “outlook,” or the negative of these terms or other
comparable terminology. These statements include, without limitation, statements regarding Mobix Labs’ proposal to acquire Peraso.
Forward-looking
statements are based on Mobix Labs’ current expectations, estimates, assumptions and projections and involve known and unknown
risks, uncertainties and other factors—many of which are outside Mobix Labs’ control—that may cause actual results
to differ materially from those expressed or implied by such forward-looking statements. Important factors that could cause actual results
to differ materially include, but are not limited to: the possibility that discussions with Peraso may not result in any definitive agreement
or transaction; the risk that any potential transaction, if agreed upon, may not be completed in a timely manner or at all; the ability
of the companies to realize anticipated synergies or strategic benefits; general economic, market, or industry conditions; fluctuations
in demand for semiconductor and connectivity products; changes in applicable laws and regulations; the occurrence of any event, change
or other circumstance that could give rise to the termination of any potential transaction; litigation relating to any proposal or transaction;
the reaction of customers, suppliers, business partners and employees to any proposal or transaction; integration risks and the ability
to realize expected benefits and synergies on the expected timeline or at all; financing availability; cost and terms and market volatility
that could affect Mobix Labs’ ability to obtain capital on acceptable terms; macroeconomic, industry and competitive conditions;
changes in defense and communications spending; risks related to retention of key personnel; and other risks described in Mobix Labs’
filings with the U.S. Securities and Exchange Commission (“SEC”), including its most recent Annual Report on Form
10-K and Quarterly Reports on Form 10-Q. Any forward-looking statement speaks only as of the date it is made, and Mobix Labs undertakes
no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise,
except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements.
EXHIBIT
INDEX
Exhibit
99.1. Press Release issued by Mobix Labs, dated November 3, 2025
