Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): October 3, 2024

PERASO INC.

(Exact Name of Registrant as Specified in Charter)

000-32929

(Commission File Number)

Delaware

77-0291941

(State or Other Jurisdiction

of Incorporation)

(I.R.S. Employer

Identification Number)

2309 Bering Dr.

San Jose, California 95131

(Address of principal executive offices, with zip code)

(408) 418-7500

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		PRSO		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.03 Material Modification to Rights of Security Holders.

On October 3, 2024, Peraso Inc. (the “Company”) extended the expiration date of its outstanding Series B warrants (CUSIP number 71360T 135) (the “Series B Warrants”) to 5:00 p.m. (New York City time) on November 8, 2024, by entering into a second amendment (the “Amendment”) to that certain Warrant Agency Agreement dated as of February 8, 2024 by and between the Company and the warrant agent, Equiniti Trust Company, LLC.

The Series B warrants to purchase up to an aggregate of 3,974,520 shares of the Company’s common stock, par value $0.001 per share, were issued on February 8, 2024 as part of an underwritten public offering. The Company previously extended the expiration date of the Series B Warrants from 5:00 p.m. (New York City time) on August 8, 2024 to 5:00 p.m. (New York City time) on October 7, 2024. The Series B Warrants have an exercise price of $2.25 per share and would otherwise have expired at 5:00 p.m. (New York City time) on October 7, 2024.

The Series B Warrants and shares of common stock issuable upon exercise of the Series B Warrants are registered on the Company’s registration statement on Form S-1, as amended (File No. 333-276247), previously filed with and declared effective by the Securities and Exchange Commission.

The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Amendment #2 to the Warrant Agency Agreement dated February 8, 2024 by and between Peraso Inc. and Equiniti Trust Company, LLC, as Warrant Agent, dated October 3, 2024
104		The cover page of this Current Report on Form 8-K formatted in Inline XBRL

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PERASO INC.

Date: October 4, 2024	By:	/s/ James Sullivan
		James Sullivan
		Chief Financial Officer

Exhibit 10.1

AMENDMENT #2 TO WARRANT AGENCY AGREEMENT

PERASO INC.

AND

EQUINITI TRUST COMPANY, LLC, AS WARRANT AGENT

This Amendment #2 to the Warrant Agency Agreement (this “Amendment #2”) is entered into as of October 3, 2024, by and between Peraso Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC (the “Warrant Agent”). All capitalized terms used herein shall have the meanings set forth in the Warrant Agency Agreement (as defined below), unless otherwise indicated.

WHEREAS, the Company and the Warrant Agent are parties to that certain Warrant Agency Agreement, dated as of February 8, 2024, as amended by that certain amendment dated as of August 6, 2024 (as so amended, the “Warrant Agency Agreement”), relating to, among other things, the issuance of Series B warrants to purchase shares of the Company’s common stock at an exercise price of $2.25 (the “Series B Warrants”), and

WHEREAS, pursuant to Section 20(a) of the Warrant Agency Agreement, the Company and the Warrant Agent desire to further amend the Warrant Agency Agreement to further extend the period for exercising the Series B Warrants from October 7, 2024 to November 8, 2024.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and with the intent to be legally bound, the parties hereto hereby agree as follows:

Amendment. The reference to “October 7, 2024” in the preamble to Exhibit 1-C to the Warrant Agency Agreement (the form of Warrant Certificate for the Series B Warrants) is hereby replaced with a reference to “November 8, 2024”.

No Other Amendments. Unless expressly amended by this Amendment #2, the terms and provisions of the Warrant Agency Agreement shall remain in full force and effect.

Conflicting Terms. Wherever the terms and conditions of this Amendment #2 and the terms and conditions of the Warrant Agency Agreement are in conflict, the terms of this Amendment #2 shall be deemed to supersede the conflicting terms of the Warrant Agency Agreement.

Governing Law. This Amendment #2 shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to the conflicts of law principles thereof.

Counterparts. This Amendment #2 may be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall each be deemed to be an original and all such counterparts shall together constitute one and the same instrument.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment #2 to be duly executed as of the date first above written.

PERASO INC.

By:	/s/ James Sullivan
	Name:	James Sullivan
	Title:	CFO

EQUINITI TRUST COMPANY, LLC

By:	/s/ Martin J Knapp
	Name:	Martin J Knapp
	Title:	SVP, Relationship Director

Cover	Oct. 03, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 03, 2024
Entity File Number	000-32929
Entity Registrant Name	PERASO INC.
Entity Central Index Key	0000890394
Entity Tax Identification Number	77-0291941
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2309 Bering Dr.
Entity Address, City or Town	San Jose
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95131
City Area Code	408
Local Phone Number	418-7500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	PRSO
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false