Peraso Inc. 8-K Filing

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share PRSO The Nasdaq Stock Mar

Filing Documents

• ea0270700-8k_peraso.htm (8-K) — 44KB
• ea027070001ex10-1_peraso.htm (EX-10.1) — 111KB
• ea027070001ex99-1_peraso.htm (EX-99.1) — 9KB
• ex99-1_001.jpg (GRAPHIC) — 7KB
• 0001213900-25-124916.txt ( ) — 366KB
• prso-20251221.xsd (EX-101.SCH) — 3KB
• prso-20251221_lab.xml (EX-101.LAB) — 33KB
• prso-20251221_pre.xml (EX-101.PRE) — 22KB
• ea0270700-8k_peraso_htm.xml (XML) — 3KB

02 Departure of Directors or Certain

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Amendment to the Amended and Restated 2019 Stock Incentive Plan On December 21, 2025, the board of directors (the "Board") of Peraso Inc. (the "Company"), upon recommendation of the Compensation Committee of the Board, approved an amendment to the Company's Amended and Restated 2019 Stock Incentive Plan (the "2019 Plan") to remove the limits on the number of shares of the Company's common stock subject to equity awards that may be granted to non-employee members of the Board. The Board previously approved an amendment to the 2019 Plan to increase the number of shares reserved for issuance thereunder by 1,000,000 shares, which amendment was approved by the stockholders at the Company's 2025 annual meeting of stockholders held on December 22, 2025 (the "Annual Meeting"), as disclosed in Item 5.07 of this Current Report on Form 8-K. The foregoing summary of the amendments to the 2019 Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated 2019 Plan that gives effect to such amendments, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. Appointment of Cees Link s to the Board of Directors and the Audit Committee On December 21, 2025, the Board appointed Cees Links as a director, effective immediately following the Annual Meeting, to fill the vacancy caused by the retirement of Ian McWalter upon the expiration of his term at the Annual Meeting. Mr. Links' term will expire at the next annual meeting of stockholders. In connection with Mr. Links' appointment to the Board, the Board also appointed Mr. Links as a member of the Audit Committee of the Board to replace Dr. McWalter in such role. The Board has determined that Mr. Links is an "independent" director under the appli

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders . On December 22, 2025, the Company held its Annual Meeting, and a quorum for the transaction of business was present in person virtually or represented by proxy, which represented approximately 38.7% of the voting power of the Company's outstanding shares of voting stock entitled to vote at the Annual Meeting. The Company's stockholders voted on four proposals, which are described in more detail in the Proxy Statement. Summarized below are the final voting results for each proposal submitted to a vote of the stockholders at the Annual Meeting: Proposal 1 - Election of directors to serve until the next annual meeting of stockholders. For Withheld Broker Non-Vote Ronald Glibbery 514,773 237,335 2,820,861 Daniel Lewis 519,554 232,554 2,820,861 Andreas Melder 580,103 172,005 2,820,861 Robert Y. Newell 586,491 165,617 2,820,861 All of the foregoing candidates were elected to serve as directors until the next annual meeting of stockholders and until the election and qualification of his successor or his earlier resignation or removal. Proposal 2 - Ratification of the audit committee's appointment of Weinberg & Company, P.A. as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025. For Against Abstain Broker Non-Vote 3,480,865 56,671 35,433 - The foregoing proposal was approved. Proposal 3 - Approval of the amendment of the 2019 Plan to increase the number of shares currently reserved for issuance thereunder by 1,000,000 shares. For Against Abstain Broker Non-Vote 607,999 133,528 10,581 2,820,861 The foregoing proposal was approved. Proposal 4 - Approval of one or more adjournments of the Annual Meeting. For Against Abstain Broker Non-Vote 3,117,397 391,631 63,941 - The foregoing proposal was approved. 2 Item7.01 Regulation FD Disclosure. On December 23, 2025, the Company issued a press re

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1+ Peraso Inc. Amended and Restated 2019 Stock Incentive Plan 10.2+ Form of Indemnification Agreement (incorporated by reference to Exhibit 10.22 to the Company's Quarterly Report on Form 10-Q filed with the SEC on August 9, 2012) 99.1 Press Release dated December 23, 2025 104 The cover page of this Current Report on Form 8-K formatted in Inline XBRL + Indicates a management contract or compensatory plan, contract or arrangement. 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: December 23, 2025 By: /s/ James Sullivan James Sullivan Chief Financial Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR