Peraso Inc. Files 8-K with Key Corporate Updates

TL;DR

Peraso Inc. dropped an 8-K on Nov 5th - material agreements, equity sales, and shareholder rights changes are on the table.

AI Summary

On November 5, 2024, Peraso Inc. filed an 8-K detailing several significant events. These include entering into a material definitive agreement, unregistered sales of equity securities, and material modifications to the rights of security holders. The filing also covers other events and financial statements/exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions by Peraso Inc., which could impact its financial structure, shareholder rights, and future business operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, unregistered equity sales, and modifications to security holder rights, suggesting potential shifts in the company's financial and operational landscape.

Key Players & Entities

• Peraso Inc. (company) — Registrant
• November 5, 2024 (date) — Date of earliest event reported
• MoSys, Inc. (company) — Former company name
• MONOLITHIC SYSTEM TECHNOLOGY INC (company) — Former company name

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share PRSO The Nasdaq Stock Mar
• $2.25 — ), having an original exercise price of $2.25 per share, issued to the Holders on Feb
• $1.30 — Warrants at a reduced exercise price of $1.30 per share (the "Reduced Exercised Price
• $2.9 million — gregate gross proceeds of approximately $2.9 million from the exercise of the Existing Warra
• $45,000 — on with the Offering in an amount up to $45,000. The Company also agreed to issue to th
• $1.61 — nt will have an exercise price equal to $1.61 per share. The Series C Warrants will b
• $4.83 — ter such initial exercise date) exceeds $4.83 (subject to adjustment for forward and
• $500,000 — ume for such Measurement Period exceeds $500,000 per trading day and (iii) the holder of

Filing Documents

• ea0220119-8k_peraso.htm (8-K) — 46KB
• ea022011901ex4-1_peraso.htm (EX-4.1) — 108KB
• ea022011901ex4-2_peraso.htm (EX-4.2) — 114KB
• ea022011901ex4-3_peraso.htm (EX-4.3) — 104KB
• ea022011901ex10-1_peraso.htm (EX-10.1) — 79KB
• ea022011901ex99-1_peraso.htm (EX-99.1) — 11KB
• ex10-1_001.jpg (GRAPHIC) — 3KB
• ex99-1_001.jpg (GRAPHIC) — 14KB
• 0001213900-24-094644.txt ( ) — 768KB
• prso-20241105.xsd (EX-101.SCH) — 3KB
• prso-20241105_lab.xml (EX-101.LAB) — 33KB
• prso-20241105_pre.xml (EX-101.PRE) — 22KB
• ea0220119-8k_peraso_htm.xml (XML) — 3KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. On November 5, 2024, Peraso Inc. (the "Company") entered into inducement offer letter agreements (the "Inducement Letters") with certain holders (the "Holders") of existing Series B warrants of the Company to purchase up to an aggregate of 2,246,030 shares of the Company's common stock, par value $0.001 per share ("Common Stock"), having an original exercise price of $2.25 per share, issued to the Holders on February 8, 2024 with a current expiration date of November 8, 2024 (the "Existing Warrants"). Pursuant to the Inducement Letters, the Holders agreed to exercise for cash their Existing Warrants at a reduced exercise price of $1.30 per share (the "Reduced Exercised Price") in consideration for the Company's agreement to issue in a private placement (i) new Series C common stock purchase warrants (the "Series C Warrants") to purchase an aggregate of 2,246,030 shares of Common Stock (the "Series C Warrant Shares"), and (ii) new Series D common stock purchase warrants (the "Series D Warrants," and collectively with the Series C Warrants, the "New Warrants") to purchase an aggregate of 2,246,030 shares of Common Stock (the "Series D Warrant Shares," and collectively with the Series C Warrants Shares, the "New Warrant Shares"), as described below (the "Offering"). In connection with the Offering, the Company also agreed to reduce the exercise price of the Existing Warrants to purchase an aggregate of 1,728,490 shares of Common Stock for all holders of the Existing Warrants not participating in the Offering to the Reduced Exercise Price for the remaining term of the Existing Warrants. The closing of the transactions contemplated pursuant to the Inducement Letters is expected to occur on or about November 6, 2024, subject to satisfaction of customary closing conditions. The Company expects to receive aggregate gross proceeds of approximately $2.9 million from the exercise of the Existing Warrants by the Holders,

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The New Warrants, Placement Agent Warrants, New Warrant Shares and Placement Agent Warrant Shares have not been registered under the Securities Act and were offered pursuant to the exemption from registration provided in Section 4(a)(2) under the Securities Act, and Rule 506(b) promulgated thereunder. The description of the New Warrants and the Placement Agent Warrants under Item 1.01 of this Form 8-K is incorporated by reference herein.

03 Material Modifications to Rights

Item 3.03 Material Modifications to Rights of Security Holders. The disclosure set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.03 in its entirety.

01 Other Events

Item 8.01 Other Events. On November 5, 2024, the Company issued a press release announcing the transactions described in Item 1.01 above. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Form of Series C Warrant. 4.2 Form of Series D Warrant. 4.3 Form of Placement Agent Warrant. 10.1 Form of Inducement Letter. 99.1 Press Release dated November 5, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3 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: November 5, 2024 By: /s/ James Sullivan James Sullivan Chief Financial Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR