Peraso Seeks Shareholder Approval for Director Slate, 1M Share Plan Boost

TL;DR

**PRSO is asking shareholders to greenlight a 1 million share increase for its incentive plan, signaling potential dilution but also a commitment to executive and employee retention.**

AI Summary

Peraso Inc. (PRSO) is holding its 2025 Annual Meeting on December 22, 2025, virtually, to address key corporate governance matters. Stockholders will vote on the election of four director nominees: Ronald Glibbery, Daniel Lewis, Andreas Melder, and Robert Newell. A significant proposal involves ratifying Weinberg & Company, P.A. as the independent registered public accounting firm for the fiscal year ending December 31, 2025. Furthermore, the company seeks approval to amend its Amended and Restated 2019 Stock Incentive Plan, increasing the shares reserved for issuance by 1,000,000 shares, which could impact dilution. As of November 17, 2025, Peraso had 9,207,929 shares of common stock and 24,257 Exchangeable Shares outstanding and eligible to vote. The company changed its name from MoSys, Inc. to Peraso Inc. on December 17, 2021, following the acquisition of Peraso Technologies Inc. The cost of proxy solicitation, including an estimated $50,000 fee to Broadridge, will be borne by Peraso Inc.

Why It Matters

This DEF 14A filing outlines critical governance decisions for Peraso Inc., directly impacting investor confidence and future equity compensation. The proposed increase of 1,000,000 shares for the 2019 Stock Incentive Plan could lead to significant dilution for existing shareholders, affecting per-share value. For employees, this plan expansion signals continued incentive opportunities, potentially aiding talent retention in a competitive tech landscape. The election of directors, including CEO Ronald Glibbery, will shape the company's strategic direction and oversight, crucial for navigating the evolving wireless technology market where companies like Qualcomm and Broadcom dominate.

Risk Assessment

Risk Level: medium — The primary risk stems from Proposal 3, which seeks to increase the number of shares reserved for issuance under the 2019 Stock Incentive Plan by 1,000,000 shares. While not an immediate issuance, this authorization creates potential for future dilution, impacting the value of the 9,207,929 common shares currently outstanding. The filing does not provide specific financial performance metrics (revenue, net income) to contextualize this potential dilution, making it a moderate risk for investors.

Analyst Insight

Investors should carefully evaluate Proposal 3 regarding the 1,000,000 share increase for the incentive plan, considering its potential dilutive effect on their holdings. Vote 'FOR' or 'AGAINST' based on your assessment of the company's need for additional equity compensation versus the impact on per-share value. Ensure your vote is cast by December 21, 2025, via mail, internet, or phone.

Key Numbers

• 1,000,000 shares — Increase in shares reserved for 2019 Stock Incentive Plan (Potential future dilution for existing shareholders)
• December 22, 2025 — Date of 2025 Annual Meeting (Key date for stockholder participation)
• November 17, 2025 — Record date for voting eligibility (Determines which stockholders can vote at the Annual Meeting)
• 9,207,929 shares — Common stock issued and outstanding (Total common shares eligible to vote as of record date)
• 24,257 shares — Exchangeable Shares issued and outstanding (Total Exchangeable Shares eligible to vote as of record date)
• $50,000 — Estimated fee for proxy distribution (Cost borne by Peraso Inc. for Broadridge services)
• 0.045239122387267 — Exchange ratio for Peraso Tech common stock (Shares of Peraso Inc. common stock received per Peraso Tech share during 2021 acquisition)
• December 17, 2021 — Completion date of Peraso Technologies Inc. acquisition (Date MoSys changed name to Peraso Inc. and began trading as PRSO)
• 8:00 a.m. Pacific Time — Start time of Annual Meeting (Virtual meeting schedule)
• 4 — Number of directors to be elected (Key governance proposal for the Annual Meeting)

Key Players & Entities

• Peraso Inc. (company) — Registrant for DEF 14A filing
• Ronald Glibbery (person) — Chief Executive Officer and Director nominee
• Daniel Lewis (person) — Director nominee
• Andreas Melder (person) — Director nominee
• Robert Newell (person) — Director nominee
• Weinberg & Company, P.A. (company) — Independent registered public accounting firm
• Broadridge Financial Solutions Inc. (company) — Proxy distribution assistant
• James Sullivan (person) — Chief Financial Officer and proxy holder
• SEC (regulator) — Securities and Exchange Commission
• Nasdaq Stock Market LLC (regulator) — Stock exchange where PRSO trades

FAQ

Industry Context

Peraso Inc. operates in the semiconductor industry, specifically focusing on wireless communication technologies. The company's growth and competitive positioning are influenced by the rapid pace of technological advancement in areas like Wi-Fi and 5G, requiring continuous innovation and product development. The market is characterized by intense competition from established players and emerging companies, making market share and intellectual property crucial for success.

Regulatory Implications

As a publicly traded company, Peraso Inc. is subject to SEC regulations and reporting requirements, including the timely filing of proxy statements and other disclosures. The proposed increase in the stock incentive plan shares could trigger scrutiny regarding potential dilution and its impact on existing shareholders. Compliance with accounting standards and corporate governance best practices is essential for maintaining investor confidence.

What Investors Should Do

1. Vote on Director Nominees
2. Ratify Independent Auditors
3. Consider Stock Incentive Plan Amendment
4. Participate in the Virtual Annual Meeting

Key Dates

• 2025-12-22: 2025 Annual Meeting of Stockholders — Stockholders will vote on director elections, ratification of accounting firm, and amendments to the stock incentive plan.
• 2025-11-17: Record Date for Voting Eligibility — Determines which stockholders are entitled to vote at the Annual Meeting.
• 2025-11-25: Proxy Statement Mailing Date — Indicates when stockholders began receiving official notice and voting materials.
• 2021-12-17: Completion of Peraso Technologies Inc. Acquisition and Name Change — Marks the transition from MoSys, Inc. to Peraso Inc. and the integration of Peraso Tech's operations.

Glossary

DEF 14A

A filing with the SEC that provides detailed information about a company's annual meeting, including proposals to be voted on by shareholders. (This document is the proxy statement for Peraso Inc.'s 2025 Annual Meeting.)

Proxy Card

A document that allows a shareholder to vote on company matters without attending the annual meeting. (Stockholders are instructed to return their proxy card to ensure their vote is counted.)

Exchangeable Shares

Shares of Peraso Inc. common stock that can be exchanged for shares of Canco, which are themselves exchangeable for Peraso Inc. common stock. (These shares were issued as part of the Peraso Technologies Inc. acquisition and are eligible to vote.)

Amended and Restated 2019 Stock Incentive Plan

The company's existing plan for granting stock options and other equity awards to employees and directors. (A proposal seeks to increase the number of shares available under this plan, potentially leading to dilution.)

Independent Registered Public Accounting Firm

An external audit firm hired to provide an independent opinion on the company's financial statements. (Stockholders will vote to ratify the appointment of Weinberg & Company, P.A. for the fiscal year ending December 31, 2025.)

Quorum

The minimum number of shares that must be represented at a meeting (in person or by proxy) for business to be legally transacted. (At least one-third of outstanding shares must be present for the Annual Meeting to conduct business.)

Year-Over-Year Comparison

This filing details the 2025 Annual Meeting, indicating a shift in focus towards corporate governance and equity management compared to previous filings. Key proposals include the election of directors and the ratification of auditors, standard for annual meetings. A notable item is the proposed increase of 1,000,000 shares to the 2019 Stock Incentive Plan, suggesting a strategy to incentivize employees or executives, which may have been less pronounced or structured differently in prior periods. The company's transition from MoSys, Inc. to Peraso Inc. in December 2021 is a significant historical event impacting its current operational and financial profile.

Key Financial Figures

• $50,000 — for a fee estimated to be approximately $50,000, including estimated mailing and printi

Filing Documents

• ea0266368-01.htm (DEF 14A) — 1067KB
• tperaso_logo.jpg (GRAPHIC) — 64KB
• tbarchart_001.jpg (GRAPHIC) — 259KB
• tbarchart_002.jpg (GRAPHIC) — 270KB
• tproxy_001.jpg (GRAPHIC) — 1403KB
• tproxy_002.jpg (GRAPHIC) — 766KB
• 0001213900-25-114740.txt ( ) — 8758KB
• prso-20251125.xsd (EX-101.SCH) — 12KB
• prso-20251125_def.xml (EX-101.DEF) — 6KB
• prso-20251125_lab.xml (EX-101.LAB) — 40KB
• prso-20251125_pre.xml (EX-101.PRE) — 5KB
• ea0266368-01_htm.xml (XML) — 479KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ SCHEDULE 14A ______________________ Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a -6 (e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a -12 PERASO INC. (Name of Registrant as Specified In Its Charter) ________________________________________________________________ (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a -6 (i)(1) and 0 -11 . 2033 Gateway Place, Suite 500 San Jose, CA 95110 Dear Stockholder: You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the "Annual Meeting") of Peraso Inc. (the "Company") to be held on December 22, 2025, at 8:00 a.m., Pacific Time. The Annual Meeting will be a virtual meeting of stockholders conducted via live audio webcast to enable our stockholders to participate from any location around the world. You will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/PRSO2025 . The matters expected to be acted upon at the meeting are described in detail in the following notice of the 2025 Annual Meeting of Stockholders and proxy statement. It is important that your shares be represented and voted at the Annual Meeting. Whether you plan to virtually attend the Annual Meeting or not, it is important that you promptly register your vote in accordance with the instructions set forth on the enclosed proxy card to ensure your proper representation. Returning the proxy does not deprive you of your right to virtually attend the Annual Meeting. If you decide to virtually attend the Annual Meeting and wish to change your proxy vote, you may do so automatically by voting at the meeting. Sincerely, /s/ Ronald Glibbery Ronald Glibbery Chief Executive Officer First mailed to stockholders on or about November 25, 2025 YOUR VOTE IS IMPORTANT. PLEASE REMEMBER TO PROMPTLY RETURN YOUR PROXY. NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS To the Stockholders of Peraso Inc.: NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders (the "Annual Meeting") of Peraso Inc., a Delaware corporation (the "Company," "we," "us" or "our"), will be held December 22, 2025, at 8:00 a.m. Pacific Time, in a virtual meeting format, for the following purposes: (1) To elect four members of our board of directors to hold office until the next annual meeting of stockholders or until their respective successors have been elected and qualified. The nominees are Ronald Glibbery, Daniel Lewis, Andreas Melder and Robert Newell; (2) To ratify the appointment of Weinberg & Company, P.A. as our independent registered public accounting firm for the fiscal year ending December 31, 2025; (3) To approve the amendment of the Amended and Restated 2019 Stock Incentive Plan (the "2019 Plan") to increase the number of shares currently reserved for issuance thereunder by 1,000,000 shares; (4) To approve one or more adjournments of the Annual Meeting in certain circumstances; and (5) To transact such other business as may properly come before the Annual Meeting or any adjournment of the Annual Meeting. The foregoing items of business are more fully described in the proxy statement accompanying this notice. Only stockholders of record at the close of business on November 17, 2025 are entitled to notice of and to vote at the Annual Meeting, or at any adjournment thereof. A list of such stockholders will be available for inspection. You are cordially invited to attend the virtual Annual Meeting, which will be held via a live audio webcast. However, to ensure that you are represented at the Annual Meeting, please vote your shares by submitting instructions for proxy voting via the Internet, by phone, or by signing, dating and returning the proxy card in accordance with the instructions set forth on the enclosed proxy card at your earliest convenience. If you wish to submit your proxy by mail, a return addressed envelope is enclosed for your convenience. Your proxy is revocable in accordance with the procedures set forth in the proxy statement. BY ORDER OF THE BOARD OF DIRECTORS /s/ Ronald Glibbery Ronald Glibbery Chief Executive Officer San Jose, California November 25, 2025 2033 Gateway Place San Jose, California 95110 PROXY STATEMENT GENERAL INFORMATION This proxy statement is furnished in connection with the solicitation by the board of directors of Peraso Inc., a Delaware corporation, of proxies, in the ac

View Full Filing

View this DEF 14A filing on SEC EDGAR