PRSO Peraso Inc

As filed with the Securities and Exchange Commission on December 3, 2024

Registration No. 333-             

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-3

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

PERASO INC.

(Exact name of registrant as specified in its charter)

 

Delaware		77-0291941
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

 

2309 Bering Drive

San Jose, CA 95131

(408) 418-7500

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

 

Ronald Glibbery

Chief Executive Officer

Peraso Inc.

2309 Bering Drive

San Jose, CA 95131

(408) 418-7500

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

 

Copies of all communications to:

 

Blake Baron, Esq.

Mitchell Silberberg & Knupp LLP

437 Madison Avenue, 25th Floor

New York, NY 10022

(917) 546-7709

 

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 7(a)(2)(B) of Securities Act. ☐

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

The information in this preliminary prospectus is not complete and may be changed. The Selling Stockholders may not resell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, nor is it a solicitation of offers to buy these securities, in any state where the offer or sale is not permitted.

 

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION

DATED DECEMBER 3, 2024

 

 

 

4,649,283 Shares of Common Stock

Issuable Upon Exercise of Outstanding Warrants

 

This prospectus relates to the resale of up to 4,649,283 shares of common stock, $0.001 par value per share (the “Common Stock”), of Peraso Inc. (the “Company,” “we,” “our” or “us”) by the Selling Stockholders listed in this prospectus or their permitted transferees (the “Selling Stockholders”). The shares of Common Stock registered for resale pursuant to this prospectus consist of (i) 2,246,030 shares of Common Stock (the “Series C Warrant Shares”) issuable upon the exercise of Series C warrants (the “Series C Warrants”), (ii) 2,246,030 shares of Common Stock (the “Series D Warrant Shares” and together with the Series C Warrant Shares, the “Common Warrant Shares”) issuable upon the exercise of Series D warrants (the “Series D Warrants” and together with the Series C Warrants, the “Common Warrants”), and (iii) 157,223 shares of Common Stock (the “Placement Agent Warrant Shares” and together with the Common Warrant Shares, the “Warrant Shares”) issuable upon the exercise of certain warrants issued to our placement agent (the “Placement Agent Warrants” and together with the Common Warrants, the “Warrants”). The Warrants were issued to the Selling Stockholders and our placement agent in a private placement offering (the “Private Placement”), which closed on November 6, 2024.

 

For additional information about the Private Placement, see “Private Placement.”

 

The Common Warrants have an exercise price of $1.61 per share. The Series C Warrants are exercisable until the six-month anniversary of the date of issuance. The Series D Warrants are exercisable until the five-year anniversary of the date of issuance. The Placement Agent Warrants have substantially the same terms as the Series C Warrants, except that the Placement Agent Warrants have an exercise price of $1.625 and are exercisable until the five-year anniversary of the date of issuance.

 

The Selling Stockholders may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of Common Stock or interests in their shares of Common Stock on any stock exchange, market or trading facility on which the shares of Common Stock are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. See “Plan of Distribution” in this prospectus for more information. We will not receive any proceeds from the resale or other disposition of the shares of Common Stock by the Selling Stockholders. However, we will receive the proceeds of any cash exercise of the Warrants. See “Use of Proceeds” beginning on page 12 and “Plan of Distribution” beginning on page 13 of this prospectus for more information.

 

Our Common Stock is listed on The Nasdaq Capital Market under the symbol “PRSO.” On December 2, 2024, the last reported sale price of our Common Stock as reported on The Nasdaq Capital Market was $0.929.

 

You should read this prospectus, together with additional information described under the headings “Incorporation of Certain Information by Reference” and “Where You Can Find More Information,” carefully before you invest in any of our securities.

 

An investment in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should consider carefully the risks and uncertainties described in the section captioned “Risk Factors” contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission on March 29, 2024 and our other filings we make with the Securities and Exchange Commission from time to time, which are incorporated by reference herein in their entirety, together with other information in this prospectus and the information incorporated by reference herein.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

The date of this prospectus is          , 2024

 

 

TABLE OF CONTENTS

 

ABOUT THIS PROSPECTUS	ii
PROSPECTUS SUMMARY	1
THE OFFERING	4
RISK FACTORS	5
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	6
PRIVATE PLACEMENT	7
SELLING STOCKHOLDERS	8
USE OF PROCEEDS	12
PLAN OF DISTRIBUTION	13
DESCRIPTION OF CAPITAL STOCK	14
LEGAL MATTERS	17
EXPERTS	17
WHERE YOU CAN FIND MORE INFORMATION	17
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	18

 

 

ABOUT THIS PROSPECTUS

 

This prospectus is part of a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”), that we filed with the Securities and Exchange Commission (the “SEC”) using the “shelf” registration process. Under this shelf registration process, the Selling Stockholders named in this prospectus may offer and sell the shares of Common Stock described in this prospectus in one or more offerings. Any accompanying prospectus supplement or any related free writing prospectus may also add, update or change information contained in this prospectus or in any documents incorporated by reference into this prospectus. If the information varies between this prospectus and any accompanying prospectus supplement, you should rely on the information in the accompanying prospectus supplement. You should read this prospectus, any accompanying prospectus supplement and any related free writing prospectus, together with the information incorporated herein or therein by reference, as described under the heading “Where You Can Find More Information,” before investing in the shares of Common Stock offered hereby.

 

You should rely only on the information that we have included or incorporated by reference into this prospectus, any accompanying prospectus supplement and any applicable free writing prospectus. We have not, and the Selling Stockholders have not, authorized anyone to give any information or to make any representation other than those contained or incorporated by reference in this prospectus, any accompanying prospectus supplement or any applicable free writing prospectus that we may authorize to be provided to you. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus, any accompanying prospectus supplement or any applicable free writing prospectus. This prospectus, any accompanying prospectus supplement and any applicable free writing prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor do this prospectus, any accompanying prospectus supplement or any applicable free writing prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Since the respective dates of this prospectus and the documents incorporated by reference into this prospectus, our business, financial condition, results of operations and prospects may have changed.

 

For investors outside the United States, neither we nor the Selling Stockholders have done anything that would permit this offering, or possession or distribution of this prospectus, any prospectus supplement or free writing prospectus, in any jurisdiction where action for that purpose is required other than in the United States. Persons outside the United States who come into possession of this prospectus, any applicable prospectus supplement or free writing prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of Common Stock and the distribution of this prospectus outside of the United States.

 

Unless the context otherwise requires, references in this prospectus to “Peraso,” “the Company,” “we,” “us,” “our” and similar terms refer to Peraso Inc., a Delaware corporation, and its consolidated subsidiaries.

 

All references to “this prospectus” refer to this prospectus and any applicable prospectus supplement, including the documents incorporated by reference herein and therein, unless the context otherwise requires.

 

Trademarks, service marks or trade names of any other companies appearing in this prospectus are the property of their respective owners. Use or display by us of trademarks, service marks or trade names owned by others is not intended to and does not imply a relationship between us, and/or endorsement or sponsorship by, the owners of the trademarks, service marks or trade names.

 

Note Regarding Reverse Stock Split

 

We effected a reverse stock split of our outstanding Common Stock at a ratio of 1-for-40, effective as of January 2, 2024. All share and per-share amounts in this prospectus supplement have been restated to reflect the reverse stock split.

 

 

 

 

 

 

 

 

 

 

RISK FACTORS

 

Investing in our securities involves a high degree of risk. Before you decide to invest in our securities, you should carefully consider the following risks and uncertainties as well as the risks and uncertainties described under the section entitled “Risk Factors” contained in our Annual Report on Form 10-K for the year ended December 31, 2023 and our subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, together with other information in this prospectus, the information and documents incorporated by reference herein, and in any free writing prospectus that we have authorized for use in connection with this offering. These risks and uncertainties are not the only risks and uncertainties we face. Additional risks and uncertainties not currently known to us, or that we currently view as immaterial, may also impair our business, operating results, prospects or financial condition. If any of the risks or uncertainties described in our SEC filings or any additional risks and uncertainties actually occur, our business, financial condition, results of operations and prospects could be materially and adversely affected. In that case, the trading price of our Common Stock could decline and you might lose all or part of your investment.

 

A sale of a substantial number of shares of Common Stock by the Selling Stockholders could cause the price of our Common Stock to decline.

 

The shares of Common Stock covered by this prospectus represent a large number of shares of our Common Stock, and, following the effectiveness of the registration statement of which this prospectus forms a part, such shares of Common Stock may be sold by the Selling Stockholders in the public market without restriction. If the Selling Stockholders sell, or the market perceives that our stockholders intend to sell for various reasons, substantial amounts of the shares of Common Stock in the public market, the price of our Common Stock may decline. Additionally, such conditions may make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This prospectus contains forward-looking statements that involve substantial risks and uncertainties for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. All statements contained in this prospectus other than statements of historical fact, including statements regarding our strategy, future operations, future financial position, liquidity, future revenue, projected expenses, results of operations, prospects, plans and objectives of management are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “plan,” “expect,” “predict,” “potential,” “opportunity,” “goals,” or “should,” and similar expressions are intended to identify forward-looking statements. Such statements are based on management’s current expectations and involve risks and uncertainties. Actual results and performance could differ materially from those projected in the forward-looking statements as a result of many factors.

 

We based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in “Risk Factors” in this prospectus, and under a similar heading in any other annual, periodic or current report incorporated by reference into this prospectus or that we may file with the SEC in the future.

 

Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge quickly and from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this prospectus may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. All forward-looking statements are qualified in their entirety by this cautionary statement.

 

You should also read carefully the factors described in the “Risk Factors” section of this prospectus, and under a similar heading in any other annual, periodic or current report incorporated by reference into this prospectus, to better understand the risks and uncertainties inherent in our business and underlying any forward-looking statements. You are advised to consult any further disclosures we make on related subjects in our future public filings.

 

 

PRIVATE PLACEMENT

 

On November 5, 2024, we entered into inducement offer letter agreements (collectively, the “Inducement Letters”) with certain holders (the “Holders”) of our existing Series B warrants to purchase up to an aggregate of 2,246,030 shares of Common Stock, issued to the Holders on February 8, 2024 (the “Existing Warrants”). The Existing Warrants had an exercise price of $2.25 per share. 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 in consideration for our agreement to issue in a private placement the Common Warrants to the Holders. In connection with the Private Placement, we 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 Private Placement to $1.30 per share; such Existing Warrants expired on November 8, 2024. The Common Warrants were issued on November 6, 2024. We received aggregate gross proceeds of approximately $2.9 million from the exercise of the Existing Warrants, before deducting placement agent fees and other offering expenses payable by us.

 

Pursuant to the Inducement Letters, we agreed to file a registration statement on Form S-3 providing for the resale of the Common Warrant Shares within 30 calendar days of November 5, 2024 and to use commercially reasonable efforts to cause such registration statement to be declared effective by the SEC within 60 calendar days (or 90 calendar days if the SEC notifies us that it will “review” such registration statement) following the initial filing of such registration statement and to keep such registration statement effective until the earlier of (i) the time that no Holder owns any Common Warrants or Common Warrant Shares or (ii) the Delegend Date (as defined in the Inducement Letters). We have filed the registration statement of which this prospectus forms a part pursuant to the Inducement Letters.

 

Further, pursuant to the Inducement Letters, we agreed not to issue any shares of Common Stock or Common Stock equivalents or to file any other registration statement with the SEC (in each case, subject to certain exceptions) until 30 days after November 5, 2024. We also agreed not to effect or agree to effect any Variable Rate Transaction (as defined in the Inducement Letters) until 120 calendar days after November 5, 2024 (subject to certain exceptions).

 

We engaged Ladenburg Thalmann & Co. Inc. (“Ladenburg”) to act as our exclusive placement agent in connection with the transactions summarized above and paid Ladenburg a cash fee equal to 8.0% of the gross proceeds received from the Holders’ exercise of their Existing Warrants, as well as a management fee equal to 1.0% of the total gross proceeds from the exercise of such warrants. We also reimbursed Ladenburg for its expenses in connection with the Private Placement in an amount of $30,000. In addition, in connection with the transactions summarized above, we issued Ladenburg and its designees the Placement Agent Warrants.

 

 

SELLING STOCKHOLDERS

 

This prospectus covers the resale or other disposition by the Selling Stockholders identified in the table below of up to an aggregate 4,649,283 shares of our Common Stock issuable upon the exercise of the Warrants. The Selling Stockholders acquired their securities in the transactions described above under the heading “Private Placement.”

 

The Warrants held by the Selling Stockholders contain limitations which prevent the holders from exercising such Warrants if such exercise would cause the Selling Stockholder, together with certain related parties, to beneficially own a number of shares of Common Stock which would exceed 4.99% (or, at the election of the holder, 9.99%) of our then outstanding shares of Common Stock following such exercise, excluding for purposes of such determination, shares of Common Stock issuable upon exercise of the Warrants that have not been exercised.

 

The table below sets forth, as of November 8, 2024, the following information regarding the Selling Stockholders:

 

	●	the names of the Selling Stockholders;
	●	the number of shares of Common Stock owned by the Selling Stockholders prior to this offering, without regard to any beneficial ownership limitations contained in the Warrants;
	●	the number of shares of Common Stock to be offered by the Selling Stockholders in this offering;
	●	the number of shares of Common Stock to be owned by the Selling Stockholders assuming the sale of all of the shares of Common Stock covered by this prospectus; and
	●	the percentage of our issued and outstanding shares of Common Stock to be owned by Selling Stockholders assuming the sale of all of the shares of Common Stock covered by this prospectus based on the number of shares of Common Stock issued and outstanding as of November 8, 2024.

 

Except as described above, the number of shares of Common Stock beneficially owned by the Selling Stockholder has been determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and includes, for such purpose, shares of Common Stock that the Selling Stockholder has the right to acquire within 60 days of November 8, 2024.

 

All information with respect to the Common Stock ownership of the Selling Stockholders has been furnished by or on behalf of the Selling Stockholders. We believe, based on information supplied by the Selling Stockholders, that except as may otherwise be indicated in the footnotes to the table below, the Selling Stockholder has sole voting and dispositive power with respect to the shares of Common Stock reported as beneficially owned by the Selling Stockholders. Because the Selling Stockholders identified in the table may sell some or all of the shares of Common Stock beneficially owned by them and covered by this prospectus, and because there are currently no agreements, arrangements or understandings with respect to the sale of any of the shares of Common Stock, no estimate can be given as to the number of shares of Common Stock available for resale hereby that will be held by the Selling Stockholders upon termination of this offering. In addition, the Selling Stockholders may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time and from time to time, the shares of Common Stock they beneficially own after the date on which they provided the information set forth in the table below. We have, therefore, assumed for the purposes of the following table, that the Selling Stockholders will sell all of the shares of Common Stock owned beneficially that are covered by this prospectus, but will not sell any other shares of Common Stock presently owned. Except as set forth below, the Selling Stockholders have not held any position or office, or have otherwise had a material relationship, with us or any of our subsidiaries within the past three years other than as a result of the ownership of our shares of Common Stock or other securities.

 

 

Name of Selling Stockholder		Shares Owned Prior to Offering (1)		Shares Offered by this Prospectus (1)				Shares Owned After Offering				Percentage of Shares Beneficially Owned After Offering (2)
Iroquois Master Fund, Ltd.		619,040	(3)		247,616				371,424				4.34	%
Iroquois Capital Investment Group, LLC		1,761,910	(4)		704,764				1,057,146				9.99	%
Brio Capital Master Fund Ltd.		3,907,277	(5)		1,904,760				2,002,517				4.99	%
District 2 Capital Fund LP		2,134,920	(6)		1,000,000				1,134,920				4.99	%
Bigger Capital Fund, LP		1,145,937	(7)		634,920				511,017				4.99	%
Ladenburg Thalmann & Co. Inc.		118,532	(8)		62,889				55,643				*
David Coherd		9,433	(9)		9,433				—				—
Andrew Moorefield		9,433	(10)		9,433				—				—
Nicholas Stergis		154,216	(11)		70,751				83,465				*
Marc Weinberger		4,717	(12)		4,717				—				—

 

*	Less than 1.0%

 

(1)	Includes the Warrant Shares, although the Warrants are subject to 4.99% (or, at the election of the holder, 9.99%) beneficial ownership limitations, as applicable.

 

(2)

Percentages are based on 8,567,667 shares of Common Stock and Exchangeable Shares to be issued and outstanding as of November 8, 2024 (assuming the issuance of the Warrant Shares upon exercise of the Warrants on that date and 3,918,384 shares of Common Stock and Exchangeable Shares outstanding as of November 8, 2024).

 

(3)

Includes (i) 78,000 shares of Common Stock, (ii) 247,616 shares of Common Stock issuable upon the exercise of Series A warrants, subject to a beneficial ownership blocker of 9.99%, (iii) 123,808 shares of Common Stock issuable upon the exercise of the Series C Warrants, subject to a beneficial ownership blocker of 9.99%, (iv) 123,808 shares of Common Stock issuable upon the exercise of the Series D Warrants, subject to a beneficial ownership blocker of 9.99%, and (v) 45,808 shares of Common Stock being held in abeyance that were not issued upon Iroquois Master Fund, Ltd.’s exercise of Existing Warrants, because such warrants were subject to a beneficial ownership blocker of 9.99%. Iroquois Capital Management L.L.C. is the investment manager of Iroquois Master Fund, Ltd. Iroquois Capital Management, L.L.C. has voting control and investment discretion over securities held by Iroquois Master Fund, Ltd. As Managing Members of Iroquois Capital Management, L.L.C., Richard Abbe and Kimberly Page make voting and investment decisions on behalf of Iroquois Capital Management, L.L.C. in its capacity as investment manager to Iroquois Master Fund, Ltd. As a result of the foregoing, Mr. Abbe and Ms. Page may be deemed to have beneficial ownership of the securities held by Iroquois Capital Management and Iroquois Master Fund. The address of Iroquois Capital Management, L.L.C., Iroquois Master Fund, Ltd., Mr. Abbe and Ms. Page is 2 Overhill Road, 4th Floor, Scarsdale, New York 10583.

 

(4)

Includes (i) 222,000 shares of Common Stock, (ii) 704,764 shares of Common Stock issuable upon the exercise of Series A warrants, subject to a beneficial ownership blocker of 9.99%, (iii) 352,382 shares of Common Stock issuable upon the exercise of the Series C Warrants, subject to a beneficial ownership blocker of 9.99%, (iv) 352,382 shares of Common Stock issuable upon the exercise of the Series D Warrants, subject to a beneficial ownership blocker of 9.99%, and (v) 130,382 shares of Common Stock being held in abeyance that were not issued upon Iroquois Capital Investment Group LLC’s exercise of Existing Warrants, because such warrants were subject to a beneficial ownership blocker of 9.99%. Richard Abbe is the managing member of Iroquois Capital Investment Group LLC. Mr. Abbe has voting control and investment discretion over securities held by Iroquois Capital Investment Group LLC. As such, Mr. Abbe may be deemed to be the beneficial owner of the securities held by Iroquois Capital Investment Group LLC. The address of Iroquois Capital Investment Group LLC and Mr. Abbe is 2 Overhill Road, 4th Floor, Scarsdale, New York 10583.

 

(5)

Includes (i) 103,567 shares of Common Stock, (ii) 952,380 shares of Common Stock issuable upon the exercise of Series A warrants, subject to a beneficial ownership blocker of 4.99%, (iii) 29,190 shares of Common Stock issuable upon the exercise of pre-funded warrants, subject to a beneficial ownership blocker of 4.99%, (iv) 952,380 shares of Common Stock issuable upon the exercise of the Series C Warrants, subject to a beneficial ownership blocker of 4.99%, (v) 952,380 shares of Common Stock issuable upon the exercise of the Series D Warrants, subject to a beneficial ownership blocker of 4.99%, and (vi) 917,380 shares of Common Stock being held in abeyance that were not issued upon Brio Capital Master Fund Ltd.’s exercise of Existing Warrants, because such warrants were subject to a beneficial ownership blocker of 4.99%. The securities are directly held by Brio Capital Master Fund Ltd. and may be deemed to be beneficially owned by Shaye Hirsch, who has investment and dispository power over the securities. The address of Brio Capital Master Fund Ltd. and Mr. Hirsch is c/o Brio Capital Management LLC, 100 Merrick Road, Suite 401W, Rockville Centre, NY 11570.

 

 

(6)

Includes (i) 304,152 shares of Common Stock, (ii) 634,920 shares of Common Stock issuable upon the exercise of Series A warrants, subject to a beneficial ownership blocker of 4.99%, (iii) 500,000 shares of Common Stock issuable upon the exercise of the Series C Warrants, subject to a beneficial ownership blocker of 4.99%, (iv) 500,000 shares of Common Stock issuable upon the exercise of the Series D Warrants, subject to a beneficial ownership blocker of 4.99%, and (vi) 195,848 shares of Common Stock being held in abeyance that were not issued upon District 2 Capital Fund LP’s exercise of Existing Warrants, because such warrants were subject to a beneficial ownership blocker of 4.99%. The securities are directly held by District 2 Capital Fund LP and may be deemed to be beneficially owned by Michael Bigger, who has investment and dispository power over the securities. The address of District 2 Capital Fund LP and Mr. Bigger is 14 Wall Street, 2nd Floor, Huntington, NY 11743.

 

(7)

Includes (i) 124,425 shares of Common Stock, (ii) 317,460 shares of Common Stock issuable upon the exercise of Series A warrants, subject to a beneficial ownership blocker of 4.99%, (iii) 317,460 shares of Common Stock issuable upon the exercise of the Series C Warrants, subject to a beneficial ownership blocker of 4.99%, (iv) 317,460 shares of Common Stock issuable upon the exercise of the Series D Warrants, subject to a beneficial ownership blocker of 4.99%, and (vi) 69,132 shares of Common Stock being held in abeyance that were not issued upon Bigger Capital Fund, LP’s exercise of Existing Warrants, because such warrants were subject to a beneficial ownership blocker of 4.99%. The securities are directly held by Bigger Capital Fund, LP and may be deemed to be beneficially owned by Michael Bigger, who has investment and dispository power over the securities. The address of Bigger Capital Fund, LP and Mr. Bigger is 11700 West Charleston Blvd. #170-659, Las Vegas, NV 89135.

  

(8)

Includes (i) 55,643 shares of Common Stock issuable upon the exercise of representative warrants issued in the Company’s offering from February 2024, subject to a beneficial ownership blocker of 4.99%, and (ii) 62,889 shares of Common Stock issuable upon the exercise of the Placement Agent Warrants, subject to a beneficial ownership blocker of 4.99%. Ladenburg Thalmann & Co. Inc. is a registered broker dealer with a registered address of 640 Fifth Avenue, 4th Floor, New York, NY 10019. Barry Steiner has voting and dispositive power over the securities held by Ladenburg Thalmann & Co. Inc.

 

(9)

Includes 9,433 shares of Common Stock issuable upon the exercise of the Placement Agent Warrants, subject to a beneficial ownership blocker of 4.99%. Mr. Coherd is affiliated with Ladenburg Thalmann & Co. Inc., a registered broker dealer with a registered address of 640 Fifth Avenue, 4th Floor, New York, NY 10019, and has sole voting and dispositive power over the securities held. The Selling Stockholder acquired the Placement Agent Warrants in the ordinary course of business, and, at the time the Placement Agent Warrants were acquired, the Selling Stockholder had no agreement or understanding, directly or indirectly, with any person to distribute such securities.

 

(10)

Includes 9,433 shares of Common Stock issuable upon the exercise of the Placement Agent Warrants, subject to a beneficial ownership blocker of 4.99%. Mr. Moorefield is affiliated with Ladenburg Thalmann & Co. Inc., a registered broker dealer with a registered address of 640 Fifth Avenue, 4th Floor, New York, NY 10019, and has sole voting and dispositive power over the securities held. The Selling Stockholder acquired the Placement Agent Warrants in the ordinary course of business, and, at the time the Placement Agent Warrants were acquired, the Selling Stockholder had no agreement or understanding, directly or indirectly, with any person to distribute such securities.

 

(11)

Includes (i) 83,465 shares of Common Stock issuable upon the exercise of representative warrants issued in the Company’s offering from February 2024, subject to a beneficial ownership blocker of 4.99%, and (ii) 70,751 shares of Common Stock issuable upon the exercise of the Placement Agent Warrants, subject to a beneficial ownership blocker of 4.99%. Mr. Stergis is affiliated with Ladenburg Thalmann & Co. Inc., a registered broker dealer with a registered address of 640 Fifth Avenue, 4th Floor, New York, NY 10019, and has sole voting and dispositive power over the securities held. The Selling Stockholder acquired the Placement Agent Warrants in the ordinary course of business, and, at the time the Placement Agent Warrants were acquired, the Selling Stockholder had no agreement or understanding, directly or indirectly, with any person to distribute such securities.

 

(12)

Includes 4,717 shares of Common Stock issuable upon the exercise of the Placement Agent Warrants, subject to a beneficial ownership blocker of 4.99%. Mr. Weinberger is affiliated with Ladenburg Thalmann & Co. Inc., a registered broker dealer with a registered address of 640 Fifth Avenue, 4th Floor, New York, NY 10019, and has sole voting and dispositive power over the securities held. The Selling Stockholder acquired the Placement Agent Warrants in the ordinary course of business, and, at the time the Placement Agent Warrants were acquired, the Selling Stockholder had no agreement or understanding, directly or indirectly, with any person to distribute such securities.

 

 

Material Relationships Between the Selling Stockholders and Peraso

 

November 2024 Warrant Inducement

 

We engaged Ladenburg to act as our exclusive placement agent in connection with the transactions described above under the heading “Private Placement.” We paid Ladenburg a cash fee equal to 8.0% of the gross proceeds received from the Holders’ exercise of their Existing Warrants as well as a management fee equal to 1.0% of the total gross proceeds from the exercise of such warrants. We also reimbursed Ladenburg for its expenses in connection with the Private Placement in an amount of $30,000, and we issued Ladenburg and its designees the Placement Agent Warrants. The shares underlying the Placement Agent Warrants are being offered for resale in the registration statement of which this prospectus forms a part.

 

February 2024 Public Offering

 

In February 2024, we entered into an underwriting agreement with Ladenburg as the sole underwriter, relating to the issuance and sale in a public offering of (i) 480,000 shares of Common Stock, (ii) pre-funded warrants to purchase up to 1,424,760 shares of Common Stock, (iii) Series A warrants to purchase up to 3,809,520 shares of Common Stock, (iv) Series B warrants to purchase up to 3,809,520 shares of Common Stock, and (v) up to 285,714 additional shares of Common Stock, Series A warrants to purchase up to 571,428 shares of Common Stock and Series B warrants to purchase up to 571,428 shares of Common Stock that could be purchased pursuant to a 45-day option to purchase additional securities granted to Ladenburg by the Company. Ladenburg partially exercised this option on February 7, 2024 for 82,500 shares of Common Stock, Series A warrants to purchase up to 165,000 shares of Common Stock and Series B warrants to purchase up to 165,000 shares of Common Stock. The public offering, including the additional shares of Common Stock, Series A warrants and Series B warrants sold pursuant to the partial exercise of Ladenburg’s option, closed on February 8, 2024. On February 8, 2024, pursuant to the underwriting agreement, we issued Ladenburg and its designees representative warrants to purchase up to an aggregate of 139,108 shares of Common Stock at an exercise price of $2.625, subject to adjustments, which are exercisable at any time and from time to time, in whole or in part, until February 8, 2029.

 

ATM Program

 

On August 30, 2024, we entered into an At The Market Program (the “ATM Program”) with Ladenburg, as agent. We are not obligated to make any sales under the ATM Program. When we issue sale notices to Ladenburg, we designate the maximum amount of shares to be sold by Ladenburg daily and the minimum price per share at which shares may be sold. Ladenburg may sell shares by any method permitted by law deemed to be an “at-the-market offering” as defined in Rule 415(a)(4) under the Securities Act or in privately negotiated transactions.

 

 

USE OF PROCEEDS

 

The Common Stock to be offered and sold using this prospectus will be offered and sold by the Selling Stockholders named in this prospectus. Accordingly, we will not receive any proceeds from any sale of shares of Common Stock in this offering. We will pay all of the fees and expenses incurred by us in connection with this registration. However, we will receive the proceeds of any cash exercise of the Warrants. We intend to use the net proceeds from any cash exercise of the Warrants, if any, for general corporate purposes, which may include research and development, sales and marketing initiatives and general administrative expenses, working capital and capital expenditures.

 

 

PLAN OF DISTRIBUTION

 

Each Selling Stockholder of the securities and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby on The Nasdaq Capital Market or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling securities:

 

	●	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
	●	block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;
	●	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
	●	an exchange distribution in accordance with the rules of the applicable exchange;
	●	privately negotiated transactions;
	●	settlement of short sales;
	●	in transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such securities at a stipulated price per security;
	●	through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
	●	a combination of any such methods of sale; or
	●	any other method permitted pursuant to applicable law.

 

The Selling Stockholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than under this prospectus.

 

Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.

 

In connection with the sale of the securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Stockholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

 

The Selling Stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.

 

We are required to pay certain fees and expenses incurred by us incident to the registration of the securities. We have agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

 

We agreed to keep the registration statement of which this prospectus forms a part effective until the earlier of (i) the time that no Holder owns any Common Warrants or Common Warrant Shares or (ii) the Delegend Date. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

 

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the Common Stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

 

Our Common Stock is listed on The Nasdaq Capital Market under the symbol “PRSO.”

 

 

DESCRIPTION OF CAPITAL STOCK

 

General

 

The following description of our capital stock is summarized from, and qualified in its entirety by reference to, our certificate of incorporation, as amended, including the certificates of designation, as amended, setting forth the terms of our preferred stock. This summary is not intended to give full effect to provisions of statutory or common law. We urge you to review the following documents because they, and not this summary, define the rights of a holder of shares of Common Stock and preferred stock:

 

●

the General Corporation Law of the State of Delaware (the “DGCL”), as it may be amended from time to time;

 

●

our certificate of incorporation, as it may be amended or restated from time to time; and

 

●

our bylaws, as they may be amended or restated from time to time.

 

Our authorized capital stock consists of 120,000,000 shares of Common Stock, par value $0.001 per share, and 20,000,000 shares of preferred stock, par value $0.01 per share.

 

As of November 8, 2024, there were 3,831,199 shares of Common Stock outstanding and 1 share of Series A special voting preferred stock outstanding. In addition, as of November 8, 2024, there were outstanding:

 

●

1,358,550 shares of Common Stock being held in abeyance for the benefit of former holders of exercised warrants that were subject to beneficial ownership limitations;

 

●

87,185 shares of Common Stock issuable upon the exchange of Exchangeable Shares;

 

●

31,647 shares of Common Stock issuable upon the exercise of outstanding stock options, which options have a weighted average exercise price of $127.77 per share;

 

●

8,686 shares of Common Stock issuable upon the vesting of restricted stock units;

 

●

42,391 shares of Common Stock available for future issuance under the Company’s Amended and Restated 2019 Stock Incentive Plan;

 

●

142,857 shares of Common Stock issuable upon exercise of warrants dated June 2, 2023 at $28.00 per share;

 

●

7,143 shares of Common Stock issuable upon exercise of placement agent warrants dated June 2, 2023 at $28.00 per share;

 

●

91,875 shares of Common Stock issuable upon exercise of warrants dated November 30, 2022 at $40.00 per share;

 

●

3,974,520 shares of Common Stock issuable upon exercise of Series A warrants dated February 8, 2024 at $2.25 per share;

 

●

29,190 shares of Common Stock issuable upon exercise of pre-funded warrants dated February 8, 2024 at $0.001 per share;

 

●

139,108 shares of Common Stock issuable upon exercise of underwriter warrants dated February 8, 2024 at $2.625 per share;

 

●

2,246,030 shares of Common Stock issuable upon exercise of Series C Warrants dated November 6, 2024 at $1.61 per share;

 

●

2,246,030 shares of Common Stock issuable upon exercise of Series D Warrants dated November 6, 2024 at $1.61 per share; and

 

●

157,223 shares of Common Stock issuable upon exercise of Placement Agent Warrants dated November 6, 2024 at $1.625 per share.

 

 

Common Stock

 

At November 8, 2024, 3,831,199 shares of our Common Stock were outstanding and held of record by 64 stockholders (not including 1,358,550 shares of our Common Stock being held in abeyance for the benefit of former holders of exercised warrants that were subject to beneficial ownership limitations). The actual number of stockholders is significantly greater than this number of record stockholders and includes stockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees. This number of stockholders of record also does not include stockholders whose shares may be held in trust by other entities.

 

Each holder of our Common Stock is entitled to:

 

	●	one vote per share on all matters submitted to a vote of the stockholders;
	●	dividends as may be declared by our board of directors out of funds legally available for that purpose, subject to the rights of any preferred stock that may be outstanding; and
	●	his, her or its pro rata share in any distribution of our assets after payment or providing for the payment of liabilities and the liquidation preference of any outstanding preferred stock in the event of liquidation.

 

Holders of Common Stock have no cumulative voting rights, redemption rights or preemptive rights to purchase or subscribe for any shares of our Common Stock or other securities. All of the outstanding shares of Common Stock are fully paid and nonassessable. The rights, preferences and privileges of holders of our Common Stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future.

 

Preferred Stock

 

Our board of directors has the authority, subject to any limitations prescribed by Delaware law, to issue shares of preferred stock in one or more series and to fix and determine the relative rights and preferences of the shares constituting any series to be established, without any further vote or action by the stockholders. Any shares of our preferred stock so issued may have priority over our Common Stock with respect to dividend, liquidation and other rights.

 

Our board of directors may authorize the issuance of our preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of our Common Stock. Although the issuance of our preferred stock could provide us with flexibility in connection with possible acquisitions and other corporate purposes, under some circumstances, it could have the effect of delaying, deferring or preventing a change of control.

 

Series A Special Voting Preferred Stock and Exchangeable Shares

 

We were formerly known as MoSys, Inc. (“MoSys”). On September 14, 2021, we and our subsidiaries, 2864552 Ontario Inc. and 2864555 Ontario Inc., entered into the Arrangement Agreement (the “Arrangement Agreement”) with Peraso Technologies Inc. (“Peraso Tech”), a privately-held corporation existing under the laws of the province of Ontario, to acquire all of the issued and outstanding common shares of Peraso Tech (“Peraso Shares”), including those Peraso Shares to be issued in connection with the conversion or exchange of secured convertible debentures and common share purchase warrants of Peraso Tech, as applicable, by way of a statutory plan of arrangement (the “Arrangement”), under the Business Corporations Act (Ontario).

 

Pursuant to the completion of the Arrangement, each Peraso Share that was issued and outstanding immediately prior to December 17, 2021 was converted into the right to receive newly issued shares of Common Stock of the Company or shares of 2864555 Ontario Inc., which are exchangeable for shares of the Company’s Common Stock (the “Exchangeable Shares”) at the election of each former Peraso Tech stockholder.

 

In connection with the Arrangement Agreement, on December 15, 2021, the Company filed the Certificate of Designation of Series A Special Voting Preferred Stock (the “Series A Certificate of Designation”) with the Secretary of State of the State of Delaware to designate Series A Special Voting Preferred Stock (the “Special Voting Share”) in accordance with the terms of the Arrangement Agreement in order to enable the holders of Exchangeable Shares to exercise their voting rights.

 

 

Each Exchangeable Share is exchangeable for one share of Common Stock of the Company and while outstanding, the Special Voting Share enables holders of Exchangeable Shares to cast votes on matters for which holders of the Common Stock are entitled to vote, and by virtue of the share terms relating to the Exchangeable Shares, to receive dividends that are economically equivalent to any dividends declared with respect to the shares of Common Stock.

 

A more detailed description of the Exchangeable Shares and the preferences, rights and limitations of the Special Voting Share is set forth in the Definitive Proxy Statement we filed with the SEC on October 18, 2021. The foregoing description of the Series A Certificate of Designation does not purport to be complete and is qualified in its entirety by reference to the full text thereof, a copy of which is filed as Exhibit 3.2 to the Current Report on Form 8-K filed with the SEC on December 20, 2021.

 

Antitakeover Effects of Provisions of Our Certificate of Incorporation and Bylaws and of Delaware Law

 

Certain provisions of our charter documents and Delaware law could have an anti-takeover effect and could delay, discourage or prevent a tender offer or takeover attempt that a stockholder might consider to be in its best interests, including attempts that might otherwise result in a premium being paid over the market price of our Common Stock.

 

Bylaws. Our bylaws provide that special meetings of stockholders may be called only by our chairman of the board, our chief executive officer, a majority of the total number of authorized directors or any individual holder of 25% of the outstanding shares of Common Stock. These provisions could delay consideration of a stockholder proposal until the next annual meeting. Our bylaws provide for an advance notice procedure for the nomination, other than by or at the direction of our board of directors, of candidates for election as directors, as well as for other stockholder proposals to be considered at annual meetings of stockholders. In addition, under our bylaws newly created directorships resulting from any increase in the number of directors or any vacancies in the board resulting from death, resignation, retirement, disqualification, removal from office or other cause during a director’s term in office can be filled by the vote of the remaining directors in office, and the board is expressly authorized to amend the bylaws without stockholder consent. Accordingly, these provisions could discourage a third party from initiating a proxy contest, making a tender offer or otherwise attempting to gain control of our company.

 

Delaware Anti-Takeover Statute. Section 203 of the DGCL generally prohibits a publicly-held Delaware corporation from engaging in an acquisition, asset sale or other transaction resulting in a financial benefit to any person who, together with affiliates and associates, owns, or within three years did own, 15.0% or more of a corporation’s voting stock. The prohibition continues for a period of three years after the date of the transaction in which the person becomes an owner of 15.0% or more of the corporation’s voting stock, unless the business combination is approved in a prescribed manner. The statute could prohibit, delay, defer or prevent a change in control with respect to our company.

 

Transfer Agent and Registrar

 

The transfer agent and registrar for our Common Stock is Equiniti Trust Company, LLC.

 

 

LEGAL MATTERS

 

The validity of the shares of Common Stock offered hereby will be passed upon for us by Mitchell Silberberg & Knupp LLP, New York, New York.

 

EXPERTS

 

 

Our consolidated financial statements as of and for the years ended December 31, 2023 and 2022 incorporated by reference in this prospectus and in this registration statement to the Annual Report on Form 10-K for the year ended December 31, 2023, have been so incorporated in reliance on the report of Weinberg & Company, P.A., an independent registered public accounting firm, as indicated in their report with respect thereto, and are included herein in reliance upon the authority of said firm as experts in auditing and accounting in giving said report.

 

WHERE YOU CAN FIND MORE INFORMATION

 

We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the shares of Common Stock offered by this prospectus. This prospectus, which is part of the registration statement, omits certain information, exhibits, schedules and undertakings set forth in the registration statement. For further information pertaining to us and our securities, reference is made to our SEC filings and the registration statement and the exhibits and schedules to the registration statement. Statements contained in this prospectus as to the contents or provisions of any documents referred to in this prospectus are not necessarily complete, and in each instance where a copy of the document has been filed as an exhibit to the registration statement, reference is made to the exhibit for a more complete description of the matters involved.

 

In addition, registration statements and certain other filings made with the SEC electronically are publicly available through the SEC’s web site at http://www.sec.gov. The registration statement, including all exhibits and amendments to the registration statement, has been filed electronically with the SEC.

 

We are subject to the information and periodic reporting requirements of the Exchange Act, and, in accordance with such requirements, will file periodic reports, proxy statements, and other information with the SEC. These periodic reports, proxy statements, and other information will be available for inspection and copying at the web site of the SEC referred to above. We also maintain a website at https://www.perasoinc.com, at which you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. The information contained in, or that can be accessed through, our website is not part of, and is not incorporated into, this prospectus. We have included our website address in this prospectus solely as an inactive textual reference.

 

 

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

 

The SEC allows us to “incorporate by reference” information into this document, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information.

 

We incorporate by reference the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act made subsequent to the date of this prospectus until the termination of the offering of the securities described in this prospectus (other than information in such filings that was “furnished,” under applicable SEC rules, rather than “filed”). We incorporate by reference the following documents or information that we have filed with the SEC:

 

	●	our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 29, 2024;
	●	our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2024, June 30, 2024 and September 30, 2024, filed with the SEC on May 14, 2024, August 13, 2024 and November 13, 2024, respectively;
	●	our Current Reports on Form 8-K filed with the SEC on January 19, 2024, February 9, 2024, April 4, 2024, June 13, 2024, July 16, 2024, August 7, 2024, August 30, 2024, October 4, 2024, November 5, 2024 and November 18, 2024 (other than any portions thereof deemed furnished and not filed); and
	●	the description of the Company’s Common Stock contained in the Company’s Registration Statement on Form 8-A (File No. 000-32929) filed on June 26, 2001, including any amendment or report filed for the purpose of updating such description.

 

Any statement contained in this prospectus or contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded to the extent that a statement contained in this prospectus or any subsequently filed supplement to this prospectus, or document deemed to be incorporated by reference into this prospectus, modifies or supersedes such statement. Any statements so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

 

You may request a copy of these filings at no cost, by writing or telephoning us at the following address:

 

Peraso Inc.

2309 Bering Dr.

San Jose, CA 95131

(408) 418-7500

Attention: Chief Financial Officer

 

You may also access these filings on our website at www.perasoinc.com. You should rely only on the information incorporated by reference or provided in this prospectus. We have not authorized anyone else to provide different or additional information on our behalf. An offer of these securities is not being made in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date of those respective documents.

 

 

 

 

 

 

 

 

 

 

 

4,649,283 Shares of Common Stock

Issuable Upon Exercise of Outstanding Warrants

 

PRELIMINARY PROSPECTUS

           , 2024

 

 

 

 

 

 

 

 

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 14. Other Expenses of Issuance and Distribution.

 

The following table indicates the expenses to be incurred in connection with the offering described in this registration statement, other than underwriting discounts and commissions, all of which will be paid by us. All amounts are estimated except the Securities and Exchange Commission registration fee.

 

		Amount
SEC Registration Fee		$	619.28
Legal Fees and Expenses			10,000
Accounting Fees and Expenses			5,000
Miscellaneous Expenses			2,000
Total expenses		$	17,619.28

 

Item 15. Indemnification of Directors and Officers.

 

The following summary is qualified in its entirety by reference to the complete text of any statutes referred to below and to the Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), and the Amended and Restated Bylaws (the “Bylaws”) of Peraso Inc., a Delaware corporation.

 

Section 145 of the Delaware General Corporation Law (the “DGCL”) authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act.

 

Our Certificate of Incorporation states that, to the fullest extent permitted by the DGCL as it may be amended, none of our directors shall be personally liable to us or to our stockholders for monetary damages for breach of fiduciary duty as a director. The Certificate of Incorporation also states that we shall, to the fullest extent permitted by Section 145 of the DGCL, indemnify and hold harmless all of our directors.  To the extent permitted by applicable law, we are also authorized to provide indemnification of (and advancement of expenses to) agents (and any other persons to which Delaware law permits us to provide indemnification) through bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 145 of the DGCL, subject only to limits created by applicable Delaware law (statutory or non-statutory) with respect to actions for breach of duty to us, our stockholders, and others.

 

As permitted by our Certificate of Incorporation and the DGCL, our Bylaws provide that we shall indemnify our directors and officers against actions by third parties, and that we shall indemnify our directors, officers and employees against actions brought by or on behalf of the Company. The Bylaws also permit us to secure insurance on behalf of any officer, director, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability arising out of his or her actions in that capacity if he or she is serving at our request. We have obtained officer and director liability insurance with respect to liabilities arising out of various matters, including matters arising under the Securities Act.

 

We have entered into agreements with each of our directors that, among other things, indemnify them for certain expenses (including attorneys’ fees), judgments, fines and settlement amounts incurred by them in any action or proceeding, including any action by us or in our right, arising out of the person’s services as a director or officer of ours or any other company or enterprise to which the person provides services at our request.

 

 

Item 16. Exhibits.

 

				Reference								Filed or
Exhibit No.		Exhibit Description		Form		File No.		Form Exhibit		Filing Date		Furnished Herewith
2.1*		Arrangement Agreement with Peraso Technologies Inc.		8-K		000-32929		2.1		September 15, 2021
2.2		First Amending Agreement dated October 21, 2021		8-K		000-32929		2.1		October 22, 2021
3.1		Restated Certificate of Incorporation of the Company		8-K		000-32929		3.6		November 12, 2010
3.1.1		Certificate of Amendment to Restated Certificate of Incorporation of the Company		8-K		000-32929		3.1		February 14, 2017
3.1.2		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, filed with the Secretary of State of the State of Delaware on August 27, 2019		8-K		000-32929		3.1		August 27, 2019
3.1.3		Certificate of Amendment to Articles of Incorporation (Name Change)		8-K		000-32929		3.1		December 20, 2021
3.1.4		Certificate of Designation of Series A Special Voting Preferred Stock		8-K		000-32929		3.2		December 20, 2021
3.1.5		Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company, filed with the Secretary of State of the State of Delaware on December 15, 2023		8-K		000-32929		3.1		December 19, 2023
3.2		Amended and Restated Bylaws of the Company		8-K		000-32929		3.1		November 23, 2021
4.1		Form of Series C Warrant		8-K		000-32929		4.1		November 5, 2024
4.2		Form of Series D Warrant		8-K		000-32929		4.2		November 5, 2024
4.3		Form of Placement Agent Warrant		8-K		000-32929		4.3		November 5, 2024
5.1		Opinion of Mitchell Silberberg & Knupp LLP										X
10.1		Form of Inducement Letter		8-K		000-32929		10.1		November 5, 2024
23.1		Consent of Independent Registered Public Accounting Firm-Weinberg & Co., P.A.										X
23.2		Consent of Mitchell Silberberg & Knupp LLP (included in Exhibit 5.1)										X
24.1		Power of Attorney (filed as part of signature page to Registration Statement)										X
107		Filing fee table										X

 

*	Certain schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish copies of such omitted materials supplementally upon request by the SEC.

 

 

Item 17. Undertakings

 

(a)	The undersigned registrant hereby undertakes:

 

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

 

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

 

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

 

provided, however, that paragraphs (a)(1)(i), (1)(ii) and (1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

 

(2)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(4)

That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

 

(i)

If the registrant is relying on Rule 430B:

 

(A)

Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement.

 

(B)

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

 

(ii)

If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be a part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

 

 

(5)

That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

(i)

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

 

(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

 

(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

 

(iv)

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 

(b)

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(h)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on December 3, 2024.

 

	Peraso Inc.
	By:	/s/ James Sullivan
		Name:	James Sullivan
		Title:	Chief Financial Officer

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Ronald Glibbery and James Sullivan, and each one of them, acting individually and without the other, as his or her attorney-in-fact, each with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-3 (including post-effective amendments), and to sign any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462 under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact or his substitute or substitutes may do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Ronald Glibbery		Chief Executive Officer and Director		December 3, 2024
Ronald Glibbery		(principal executive officer)
/s/ James Sullivan		Chief Financial Officer
James Sullivan		(principal financial and accounting officer)		December 3, 2024
/s/ Daniel Lewis		Director		December 3, 2024
Daniel Lewis
/s/ Robert Y. Newell		Director		December 3, 2024
Robert Y. Newell
/s/ Ian McWalter		Director		December 3, 2024
Ian McWalter
/s/ Andreas Melder		Director		December 3, 2024
Andreas Melder

 

 

Exhibit 5.1

 

Mitchell Silberberg & Knupp llp A Law Partnership Including Professional Corporations

 

December 3, 2024

 

Peraso Inc.
2309 Bering Drive

San Jose, California 95131

 

Re:

Peraso Inc. – Registration Statement on Form S-3

 

Ladies and Gentlemen:

 

We have acted as counsel to Peraso Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing of the Company’s registration statement on Form S-3 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), filed by the Company with the Securities and Exchange Commission (the “Commission”). The Registration Statement relates to the resale from time to time by the selling stockholders of the Company named in the Registration Statement of up to 4,649,283 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), consisting of: (i) 2,246,030 shares of Common Stock (the “Series C Warrant Shares”) issuable upon the exercise of Series C warrants (the “Series C Warrants”), (ii) 2,246,030 shares of Common Stock (together with the Series C Warrant Shares, the “Common Warrant Shares”) issuable upon the exercise of Series D warrants (together with the Series C Warrants, the “Common Warrants”), and (iii) 157,223 shares of Common Stock (together with the Common Warrant Shares, the “Warrant Shares”) issuable upon the exercise of placement agent warrants (together with the Common Warrants, the “Warrants”).

 

In connection therewith, we have examined and relied upon original, certified, conformed, photostat or other copies of (a) the Restated Certificate of Incorporation, as amended, and the Amended and Restated Bylaws of the Company; (b) resolutions of the Board of Directors of the Company; (c) the Registration Statement and the exhibits thereto; (d) the Warrants and (e) such corporate records of the Company, certificates of public officials, certificates of officers of the Company and other documents, agreements and instruments as we have deemed necessary as a basis for the opinions herein contained. In all such examinations, we have assumed the genuineness of all signatures on original documents, and the conformity to originals or certified documents of all copies submitted to us as conformed, photostat or other copies. In passing upon certain corporate records and documents of the Company, we have necessarily assumed the correctness and completeness of the statements made or included therein by the Company, and we express no opinion thereon.

 

We have further assumed the legal capacity of natural persons, and we have assumed that each party to the documents we have examined or relied on (other than the Company) has the legal capacity or authority and has satisfied all legal requirements that are applicable to that party to the extent necessary to make such documents enforceable against that party.

 

437 Madison Ave., 25th Floor, New York, New York 10022-7001 Phone:  (212) 509-3900  Fax:  (212) 509-7239  Website: www.msk.com

 

 

 

December 3, 2024

Page 2

 

Based on the foregoing, we are of the opinion that the Warrant Shares have been duly authorized by all necessary corporate action of the Company, and, upon (i) the due execution by the Company and registration by its transfer agent of such Warrant Shares, (ii) the issuance and delivery of such Warrant Shares upon exercise of the Warrants in accordance with the terms thereof and (iii) receipt by the Company of the consideration therefor in accordance with the terms of the Warrants, the Warrant Shares will be validly issued, fully paid and non-assessable.

 

This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, other than as expressly stated herein with respect to the resale of the Warrant Shares.

 

This opinion is opining upon and is limited to the Delaware General Corporation Law as such laws presently exist and to the facts as they presently exist. We express no opinion with respect to the effect or applicability of the laws of any other jurisdiction. We assume no obligation to revise or supplement this opinion letter should the laws of such jurisdiction be changed after the date hereof by legislative action, judicial decision, or otherwise.

 

We hereby consent to the use of this opinion letter as an exhibit to the Registration Statement, to the use of our name as the Company’s counsel and to all references made to us in the Registration Statement and in the prospectus forming a part thereof. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations promulgated thereunder. This opinion is given as of the effective date of the Registration Statement, and we are under no duty to update the opinion contained herein.

  

	Very truly yours,
	/s/ MITCHELL SILBERBERG & KNUPP LLP

 

 

 

 

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

Peraso Inc.

San Jose, California

 

We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 of Peraso Inc. of our report, dated March 29, 2024, relating to the consolidated financial statements as of December 31, 2023 and 2022 and for the years then ended (which report includes an explanatory paragraph relating to substantial doubt about Peraso Inc.’s ability to continue as a going concern). We also consent to the reference to our firm under the heading “Experts” in the prospectus.

 

/s/ Weinberg & Company

 

Los Angeles, California

December 3, 2024

 

 

 

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-3

(Form Type)

 

Peraso Inc.

(Exact Name of Registrant as Specified in its Charter)

 

		Security Type		Security Class Title		Fee Calculation or Carry Forward Rule		Amount Registered (1)				Proposed Maximum Offering Price Per Unit (2)				Maximum Aggregate Offering Price				Fee Rate				Amount of Registration Fee
Fees to Be Paid		Equity		Common Stock, $0.001 par value per share		457(c)			4,649,283			$	0.87			$	4,044,876.21				0.00015310			$	619.28
		Total Offering Amounts																						$	619.28
		Total Fees Previously Paid																						$	0.00
		Total Fee Offsets																						$	0.00
		Net Fee Due																						$	619.28

 

(1)

Represents shares of the registrant’s common stock offered for resale by the selling stockholders named in the registration statement, issuable upon the exercise of warrants issued to the selling stockholders. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), there is also being registered hereby such indeterminate number of additional shares of common stock as may be issued or issuable because of stock splits, stock dividends stock distributions, and similar transactions.

 

(2)

Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(c) of the Securities Act, based upon the average of the high and low prices for a share of common stock as reported on the Nasdaq Capital Market on November 26, 2024, which date is a date within five business days of the filing of the registration statement for the registration of the securities listed in the table above.

 

 

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