Peraso Inc. Files 8-K: Material Agreements & Equity Sales

TL;DR

Peraso Inc. (PRSO) filed an 8-K detailing material agreements, unregistered equity sales, and changes to security holder rights.

AI Summary

On September 11, 2025, Peraso Inc. entered into a material definitive agreement related to unregistered sales of equity securities. This filing also notes material modifications to the rights of security holders and other events. The company, formerly known as MoSys, Inc., is incorporated in Delaware and headquartered in San Jose, CA.

Why It Matters

This 8-K filing indicates significant corporate actions by Peraso Inc., including potential changes to shareholder rights and the issuance of equity, which could impact the company's financial structure and stock value.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce complexities and potential risks related to shareholder rights and dilution.

Key Players & Entities

• Peraso Inc. (company) — Registrant
• MoSys, Inc. (company) — Former company name
• September 11, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• San Jose, CA (location) — Business address city and state

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share PRSO The Nasdaq Stock Mar
• $1.61 — ), having an original exercise price of $1.61 per share, issued to the Holder on Nove
• $1.18 — Warrants at a reduced exercise price of $1.18 per share (the "Reduced Exercised Price
• $1.1 million — gregate gross proceeds of approximately $1.1 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
• $1.50 — ommon Stock is equal to or greater than $1.50. 1 Terms of the New Warrants Durati
• $1.25 — nt will have an exercise price equal to $1.25 per share. The New Warrants will be exe

Filing Documents

• ea0257113-8k_peraso.htm (8-K) — 41KB
• ea025711301ex4-1_peraso.htm (EX-4.1) — 108KB
• ea025711301ex4-2_peraso.htm (EX-4.2) — 108KB
• ea025711301ex10-1_peraso.htm (EX-10.1) — 82KB
• ea025711301ex99-1_peraso.htm (EX-99.1) — 9KB
• ex10-1_001.jpg (GRAPHIC) — 10KB
• 0001213900-25-087073.txt ( ) — 610KB
• prso-20250911.xsd (EX-101.SCH) — 3KB
• prso-20250911_lab.xml (EX-101.LAB) — 33KB
• prso-20250911_pre.xml (EX-101.PRE) — 22KB
• ea0257113-8k_peraso_htm.xml (XML) — 4KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. On September 11, 2025, Peraso Inc. (the "Company") entered into an inducement offer letter agreement (the "Inducement Letter") with a holder (the "Holder") of existing Series C warrants of the Company to purchase up to an aggregate of 952,380 shares of the Company's common stock, par value $0.001 per share ("Common Stock"), having an original exercise price of $1.61 per share, issued to the Holder on November 6, 2024, with a current expiration date of December 5, 2025 (the "Existing Warrants"). Pursuant to the Inducement Letter, the Holder agreed to exercise for cash its Existing Warrants at a reduced exercise price of $1.18 per share (the "Reduced Exercised Price") in consideration for the Company's agreement to issue in a private placement new Series E common stock purchase warrants (the "New Warrants") to purchase an aggregate of 952,380 shares of Common Stock (the "New Warrant Shares"), as described below (the "Offering"). In the event that the exercise of Existing Warrants would cause the Holder to exceed the beneficial ownership limitation provisions contained in the Existing Warrants, the Company shall only issue such number of shares that would not cause the Holder to exceed the maximum amount permitted thereunder, with the balance to be held in abeyance until notice from the Holder that the balance (or portion thereof) may be issued in compliance with such limitations. The closing of the transactions contemplated pursuant to the Inducement Letter is expected to occur on or about September 12, 2025, subject to satisfaction of customary closing conditions. The Company expects to receive aggregate gross proceeds of approximately $1.1 million from the exercise of the Existing Warrants by the Holder, before deducting placement agent fees and other Offering expenses payable by the Company. The Company intends to use the net proceeds for working capital and general corporate purposes. The Company engaged L

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 September 11, 2025, 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 E Common Stock Purchase Warrant 4.2 Form of Placement Agent Warrant 10.1 Form of Inducement Letter 99.1 Press Release dated September 11, 2025 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: September 12, 2025 By: /s/ James Sullivan James Sullivan Chief Financial Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR