(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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 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 post-effective amendment
filed pursuant to Rule 462(d) 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. ☐
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.
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 the Securities Act. ☐
The information in this preliminary
prospectus is not complete and may be changed. The Selling Stockholder may not sell 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 and
we are not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.
ABOUT THIS PROSPECTUS
This prospectus is part
of a registration statement that we filed with the SEC. As permitted by the rules and regulations of the SEC, the registration statement
filed by us includes additional information not contained in this prospectus. You may read the registration statement and the other reports
we file with the SEC at the SEC’s website described below under the heading “Where You Can Find More Information.”
Neither we nor the Selling
Stockholder have authorized anyone to provide you with information different from that contained in this prospectus, any amendment or
supplement to this prospectus or any free writing prospectus prepared by us or on our behalf. Neither we nor the Selling Stockholder take
any responsibility for, or can provide any assurance as to the reliability of, any information other than the information contained in
this prospectus, any amendment or supplement to this prospectus or any free writing prospectus prepared by us or on our behalf. We and
the Selling Stockholder are offering to sell, and seeking offers to buy, shares of our Common Stock only in jurisdictions where offers
and sales are permitted. You should assume that the information appearing in this prospectus or in any free writing prospectus prepared
by us is accurate only as of their respective dates or on the date or dates which are specified in such documents. Our business, financial
condition, results of operations and prospects may have changed since those dates.
Neither we nor the Selling
Stockholder are offering to sell or seeking offers to purchase these securities in any jurisdiction where the offer or sale is not permitted.
We have not done anything that would permit this offering or possession or distribution of this 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
must inform themselves about, and observe any restrictions relating to, the offering of the securities as to distribution of the prospectus
outside of the United States.
Unless the context otherwise
requires, references to “Peraso,” “we,” “our,” “us” or the “Company” in this
prospectus mean Peraso Inc. and its consolidated subsidiaries.
PROSPECTUS SUMMARY
The following summary
highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in
making your investment decision. Before investing in our securities, you should read this entire prospectus carefully, including the section
entitled “Risk Factors” included elsewhere in this prospectus, and the documents incorporated by reference herein, including
the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results
of Operations” and our financial statements and the related notes thereto, in the documents incorporated by reference herein. Some
of the statements in this prospectus and in the documents incorporated by reference herein, constitute forward-looking statements. See
“Cautionary Note Regarding Forward-Looking Statements.”
Overview
Peraso Inc., together
with its subsidiaries (“Peraso,” the “Company,” “we,” “our” or “us”), is a
fabless semiconductor company focused on the development and sale of: i) semiconductor devices and modules
based on our proprietary semiconductor devices and ii) performance of non-recurring engineering, or NRE, services and licensing of intellectual
property, or IP. Our primary focus is the development of millimeter wavelength, or mmWave, wireless technology, for the 60
Gigahertz, or GHz, spectrum and for 5G cellular networks, or 5G. Our mmWave products enable
a range of applications, such as 5G with low latency and high reliability, as well as multi-gigabit, mmWave links over 25 kilometers.
Our mmWave product address consumer applications, such as wireless video streaming and untethered augmented reality and
virtual reality, or AR/VR. We also have a line of memory-denominated integrated circuits for high-speed cloud networking,
communications, security appliance, video, monitor and test, data center and computing markets that deliver time-to-market, performance,
power, area and economic benefits for system original equipment manufacturers, or OEMs.
Business Combination
We
were formerly known as MoSys, Inc., or MoSys. On September 14, 2021, we and our subsidiaries, 2864552 Ontario Inc. and 2864555 Ontario
Inc., entered into an Arrangement Agreement, or the Arrangement Agreement, with Peraso Technologies Inc., or 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,
or the 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, or the Arrangement,
under the Business Corporations Act (Ontario). On December 17, 2021, following the satisfaction of the closing conditions
set forth in the Arrangement Agreement, the Arrangement was completed, and we changed
our name from MoSys to “Peraso Inc.” and began trading on The Nasdaq Stock Market, or the Nasdaq, under the symbol “PRSO.”
Certain previous shareholders of Peraso Tech elected to convert their common stock of Peraso Tech into exchangeable shares in 2864555
Ontario Inc., one of our wholly-owned subsidiaries. These exchangeable shares, which can be converted into Common Stock of ours at the
option of the holder, are similar in substance to our Common Stock.
Our Products
We are a fabless semiconductor
company specializing in the development of millimeter wave, or mmWave, which is generally described as the frequency band from 24 Gigahertz,
GHz, to 300GHz, wireless technology. We derive revenue from selling our 60GHz and 5G semiconductor devices and modules and performance
of non-recurring engineering services. We also manufacture and sell high-performance memory semiconductor devices for a wide range of
markets and receive royalties from licensees of our memory technology.
Our primary business focus is
on the development and sale of our mmWave wireless technology. mmWave is generally described as the frequency band from 24 GHz to
300 GHz. There are two industry standards that incorporate mmWave technology for wireless communications: (1) IEEE 802.11ad/ay; and
(2) 3GPP Release 15-17 (commonly referred to as 5G). PerasoTech has developed and continues to develop products that conform to these
standards. To date, we have not sold a minimal amount of 5G products.
mmWave ICs
Our first mmWave product
line operated in the 60 GHz band and conformed to the IEEE 802.11ad standard. This product line included a baseband IC, several variations
of mmWave radio frequency, or RF, ICs, as well as associated antenna technology. The second product line is currently in development
and addresses the 5G mmWave opportunity. Given our extensive experience in the development of mmWave technology, 5G mmWave,
is a logical adjacent market.
The first
market that was targeted was the 60GHz IEEE 802.11ad market. Our 60GHz IEEE802.11ad products had two very important advantages over
traditional 2.4GHz / 5GHz Wi-Fi products: very high data rates (up to 4.5 Gb/s) and low latency (less than 5ms). The first
application that had traction was outdoor broadband. This included applications such as point-to-point, or PtP, backhaul links or
fixed wireless access using point-to-multipoint links, or PtMP. Products using the 60GHz band are for this market. Since the
spectrum is unlicensed (free), wireless carriers can provide services without having to spend significantly on wireless
spectrum. We are a leading supplier of semiconductors in the PtP and PtMP markets. We are currently shipping to leading
equipment suppliers in this space, as well as directly to service providers who are building their own equipment. We believe we
bring certain advantages to the market. First, our products support the spectrum from 66 GHz to 71 GHz. These are often referred to
as channels 5 and 6 in the 802.11ad/ay specifications. The key advantage in supporting these channels is that the signals
are able to propagate much further than channels 1-4; this is a result of significantly lower oxygen absorption at frequencies above
66 GHz. To date, our customers have achieved links in the range of 25 kilometers, which is substantially longer than any 60 GHz
links in the past.
In the indoor area,
the 802.11ad technology is ideal for high speed, low latency video applications. In an indoor situation, our products can support 3 Gb/s
links with under 5ms of latency. Example applications include:
| ● | AR/VR links between the headset and
the video console; |
| ● | USB video cameras for corporate video conferencing; |
| ● | Wireless security cameras; and |
| ● | Smart factory safety and surveillance. |
We are a
leader in the manufacturing of mmWave devices and have pioneered a high-volume mmWave production test methodology using standard low cost
production test equipment. It has taken us several years to refine performance of this production test methodology, and we believe
this places us in a leadership position in address operational challenges of delivering mmWave products into high-volume markets.
Modules
In the second half
of 2021, we augmented our business model to produce and sell complete mmWave modules. The primary advantage provided by a module
is the silicon and the antenna are integrated into a single device. A differentiating characteristic of mmWave technology is that
the RF amplifiers must be as close as possible to the antenna to minimize loss. By providing a module, Peraso can
guarantee the performance of amplifier/antenna interface which simplifies the RF design engineering, facilitating
more opportunities for new companies that have not provided RF type systems as well as shortening the time to market for new products.
It is possible for third parties to provide module products, but, because we have significant, proprietary mmWave antenna IP, we
can provide a highly-competitive solution as we own and produce the module components.
Acceleration and other IC products
Our memory products comprise our Accelerator
Engine ICs, which include our Bandwidth Engine and quad-partition rate SRAM memory ICs.
Bandwidth Engine
The Bandwidth Engine is a memory-dominated IC
that was designed to be a high-performance companion IC to packet processors and is targeted for high-performance applications where throughput
is critical. While the Bandwidth Engine primarily functions as a memory device with a high-performance and high-efficiency interface,
it also can accelerate certain processing operations by serving as a co-processor element. Our Bandwidth Engine ICs combine: (1) our
proprietary high-density, high-speed, low latency embedded memory, (2) our high-speed serial interface technology, or SerDes, (3) an
open-standard interface protocol and (4) intelligent access technology. We believe an IC combining our 1T-SRAM memory and serial
interface with logic and other intelligence functions provides a system-level solution and significantly improves overall system performance
at lower cost, size and power consumption. Our Bandwidth Engine ICs can provide up to and over 6.5 billion memory accesses per second
externally and 12 billion memory accesses per second internally, which we believe is more than three times the performance of current
memory-based solutions. They also can enable system designers to significantly narrow the gap between processor and memory IC performance.
Our customers that design Bandwidth Engine ICs onto the line cards in their systems will re-architect their systems at the line-card level
and use our product to replace traditional memory solutions. When compared with existing commercially available solutions, our Bandwidth
Engine ICs may:
| ● | provide
up to four times the performance; |
| ● | reduce
power consumption by approximately 50%; |
| ● | reduce
cost by greater than 50%; and |
| ● | result
in a dramatic reduction in IC pin counts on the line card. |
Our
Bandwidth Engine 2 IC products contain 576 megabits, or Mb, of memory and use a SerDes interface with up to 16 lanes operating
at up to 12.5Gbps per lane. We have been shipping our Bandwidth Engine 2 IC products since 2013. We expect these products to be a significant
revenue source for the foreseeable future.
Our Bandwidth Engine 3 IC products contain 1152Mb
of memory and use a SerDes interface with up to 16 lanes operating at up to 25Gbps per lane. Our Bandwidth Engine 3 ICs target support
for packet-processing applications with up to five billion memory single word accesses per second, as well as burst mode to enable full
duplex buffering up to 400 Gbps for ingress, egress and oversubscription applications. The devices provide benefits of size, power, pin
count, and cost savings to our customers.
QPR
Our quad partition rate, or QPR, family of low
cost, ultra-high speed SRAM memory devices optimized for FPGA-based systems. Our QPR memory technology features an architecture that allows
for parallel accesses to multiple partitions of the memory simultaneously and allows access of up to 576 bits per read or write cycle.
The QPR device includes four independent partitions per input/output and each partition functions as a stand-alone random-access SRAM.
The high-performance interface, larger density and the multiple partitions work together to support multiple independent functional blocks
within an FPGA with one QPR device. Our MSQ220 and MSQ230 QPR devices are ideally suited for random-access applications. We also offer
an optional FPGA RTL memory controller to simplify the interface to its high capacity 567Mb or 1Gb devices. We also offer an RTL memory
controller that presents an SRAM-like interface to simplify the QPR design effort.
The target applications are
FPGA-based and include a broad range of markets, including test and measurement, 5G networks,
router, switching, security, computational storage, database acceleration, Big Data, aerospace and defense, advanced video, high-performance
computing, machine learning and AI and other data-driven areas.
LineSpeed
Flex PHYs
Our
LineSpeed Flex family of 100G physical interface layer (PHY) devices are designed to support industry standards and includes gearbox,
multi-link gearbox and high density clock data recovery, or retimer devices
Summary
of Risk Factors
Our
business and this offering are subject to numerous risks and uncertainties, discussed in more detail in the following section. These
risks include, among others, the following key risks:
Risks
Related to this Offering
| ● | You
will experience immediate and substantial dilution as a result of this offering as well as immediate dilution in the net tangible book
value per share of the Common Stock purchased in the offering. |
| ● | Resale
of our Common Stock in the public market may cause the market price of our Common Stock to
fall. |
| ● | There
may be future sales of our Common Stock, which could adversely affect the market price of
our Common Stock and dilute a stockholder’s ownership of Common Stock. |
| ● | You
may experience future dilution as a result of future equity offerings. |
| ● | A
substantial number of shares of our Common Stock may be sold in this offering, which could
cause the price of our Common Stock to decline. |
| ● | Future
sales of our Common Stock could cause our stock price to decline. |
Corporate
Information
We
are incorporated under the laws of the State of Delaware. Our principal corporate offices are located at 2309 Bering Drive, San Jose,
California 95131. Our telephone number is (408) 418-7500. The address of our website is www.peraso.com. The information provided on or
accessible through our website (or any other website referred to in the registration statement, of which this prospectus forms a part,
or the documents incorporated by reference herein) is not part of the registration statement, of which this prospectus forms a part,
and is not incorporated by reference as part of the registration statement, of which this prospectus forms a part.
The
Offering
| Issuer |
|
Peraso
Inc. |
| |
|
|
| Shares offered |
|
3,675,000
shares of Common Stock issuable upon the exercise of the Purchase Warrants |
| |
|
|
| Shares of common stock outstanding
prior to this offering |
|
14,073,912
shares of Common Stock. |
| |
|
|
| Use of proceeds |
|
We will
not receive any proceeds from the sale of the shares of Common Stock by the Selling Stockholder. All net proceeds from the sale of
the shares of Common Stock covered by this prospectus will go to the Selling Stockholder. See “Use of Proceeds.” |
| |
|
|
| Nasdaq Capital Market symbol |
|
Our Common
Stock is listed on the Nasdaq Capital Market under the symbol “PRSO.” |
| |
|
|
| Risk factors |
|
Investment
in our Common Stock involves a high degree of risk and could result in a loss of your entire investment. See the section entitled
“Risk Factors” of this prospectus and the section entitled “Risk Factors” in the documents incorporated by
reference herein for a discussion of factors you should carefully consider before investing in our Common Stock. |
Unless otherwise indicated,
the number of shares of our Common Stock outstanding prior to this offering is based on 14,073,912 shares of Common Stock outstanding
as of December 9, 2022, and excludes as of such date:
| ● | 9,106,876
shares of Common Stock issuable upon the exchange of exchangeable shares; |
| ● | 1,504,678
shares of Common Stock issuable upon exercise of outstanding stock options; |
| ● | 1,370,088
shares of Common Stock issuable upon vesting of restricted stock units; |
| ● | 1,438,946 shares of Common Stock available for future issuance under
the Amended and Restated 2019 Stock Incentive Plan; |
| ● | 33,125
shares of Common Stock issuable upon exercise of warrants dated July 2017 at $47.00 per share; |
| ● | 100,771
shares of Common Stock issuable upon exercise of warrants dated October 2018 at $2.40 per share; |
| |
● |
1,150,000 shares of Common Stock issuable upon exercise of Pre-Funded Warrants at $0.01 per share; and |
| |
● |
3,675,000 shares of Common Stock issuable upon exercise of Purchase Warrants at $1.36 per share. |
Additionally,
unless otherwise stated, all information in this registration statement:
| ● | reflects
all currency in United States dollars. |
RISK
FACTORS
Investing
in our securities includes a high degree of risk. Prior to making a decision about investing in our securities, you should consider carefully
the specific factors discussed below, together with all of the other information contained in this prospectus and the documents incorporated
by reference, including the risks identified under “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal
year ended December 31, 2021, and our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2022, June 30, 2022 and
September 30, 2022. Our business, financial condition, results of operations and prospects could be materially and adversely affected
by these risks.
Risks
Related to this Offering
It
is not possible to predict the actual number of shares we will issue under the Purchase Agreement to the Selling Stockholder, or the
actual gross proceeds resulting from exercises of Warrants for cash, if any.
On
November 28, 2022, we entered into the Purchase Agreement with the Selling Stockholder, pursuant to which, among other things, we issued
Purchase Warrants to the Selling Stockholder to purchase up to 3,675,000 shares of our Common Stock with an initial exercise price of
$1.36 per share of Common Stock, exercisable beginning six months and one day from the date of the Purchase Agreement (the “Initial
Exercise Date”) for a period of five years from the Initial Exercise Date, subject to certain limitations and conditions set forth
in the Purchase Warrants. The shares of our Common Stock that may be issued under the Purchase Warrants may be issued to the Selling
Stockholder at its discretion from time to time, subject to certain limitations and conditions set forth in the Warrants.
The
Selling Stockholder generally has the right to control the timing and amount of exercises of Purchase Warrants for cash, if any. Sales
of our Common Stock, if any, by the Selling Stockholder will depend upon, among other things, market conditions and other factors to
be determined by the Selling Stockholder. The Selling Stockholder may ultimately decide to sell all, some or none of the shares of our
Common Stock that may be available for potential resale. Depending on market liquidity at the time, resales of those shares by the Selling
Stockholder may cause the public trading price of our Common Stock to decrease.
Because
the Selling Stockholder has the right, under certain circumstances, to exercise the Purchase Warrants on a cashless basis (and the exercise
price thereunder is subject to adjustment, as discussed in more detail below), it is not possible for us to predict, as of the date of
this prospectus and prior to any such exercises, the number of shares of Common Stock that we will issue to the Selling Stockholder under
the Purchase Agreement, the exercise price per share that the Selling Stockholder will pay for shares upon exercise of the Purchase Warrants,
or the aggregate gross proceeds that we will receive from those exercises by the Selling Stockholder under the Purchase Agreement, if
any.
In addition, the Selling Stockholder
will not be required to acquire any shares of our Common Stock if such acquisition would result in the Selling Stockholder’s beneficial
ownership exceeding 4.99% of the then issued and outstanding Common Stock.
The
issuances of Common Stock to the Selling Stockholder upon exercise of Purchase Warrants will cause dilution to our existing stockholders,
and the sale of the shares of Common Stock acquired by the Selling Stockholder, or the perception that such sales may occur, could cause
the price of our Common Stock to fall.
If
and when the Selling Stockholder exercises its Purchase Warrants, after the Selling Stockholder has acquired the shares, the Selling
Stockholder may resell all, some, or none of those shares at any time or from time to time in its discretion. Therefore, issuances to
the Selling Stockholder upon exercise of Purchase Warrants could result in substantial dilution to the interests of other holders of
our Common Stock. Additionally, the issuance of a substantial number of shares of our Common Stock to the Selling Stockholder, or the
anticipation of such issuances, could make it more difficult for us to sell equity or equity-related securities in the future at a time
and at a price that we might otherwise wish to effect sales.
Investors
who buy shares at different times will likely pay different prices and may experience different levels of dilution.
If
and when the Selling Stockholder elects to sell shares of our Common Stock upon exercise of the Purchase Warrants, the Selling Stockholder
may resell all, some or none of such shares at any time or from time to time in its discretion and at different prices. As a result,
investors who purchase shares from the Selling Stockholder in this offering at different times will likely pay different prices for those
shares, and so may experience different levels of dilution and in some cases substantial dilution and different outcomes in their investment
results. Investors may experience a decline in the value of the shares they purchase from the Selling Stockholder in this offering as
a result of future sales made by us to the Selling Stockholder at prices lower than the prices such investors paid for their shares in
this offering. In addition, if we sell a substantial number of shares to the Selling Stockholder under the Purchase Agreement, or if
investors expect that we will do so, the actual sales of shares or the mere existence of our arrangement with the Selling Stockholder
may make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise
wish to effect such sales.
Our
management team will have broad discretion over the use of the net proceeds from shares of Common Stock issued to the Selling Stockholder
following its exercise of Warrants for cash, if any, and you may not agree with how we use the proceeds and the proceeds may not be invested
successfully.
Our management team will have
broad discretion as to the use of the net proceeds from the issuance of shares of Common Stock to the Selling Stockholder following its
exercise of Purchase Warrants for cash, if any, and we could use such proceeds for purposes other than those contemplated at the time
of commencement of this offering. Accordingly, you will be relying on the judgment of our management team with regard to the use of those
net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used
appropriately. It is possible that, pending their use, we may invest those net proceeds in a way that does not yield a favorable, or any,
return for us. The failure of our management team to use such funds effectively could have a material adverse effect on our business,
financial condition, operating results and cash flows.
There
may be future sales of our Common Stock, which could adversely affect the market price of our Common Stock and dilute a stockholder’s
ownership of Common Stock.
The sale of our Common Stock
resulting from (a) exercise of any options or vesting of restricted stock units granted to executive officers and other employees under
our equity compensation plan and (b) of any warrants, and other issuances of our Common Stock could have an adverse effect on the market
price of the shares of our Common Stock. Other than the restrictions set forth in the section titled “Plan of Distribution,”
we are not restricted from issuing additional shares of Common Stock, including any securities that are convertible into or exchangeable
for, or that represent the right to receive shares of Common Stock, provided that we are subject to the requirements of the Nasdaq Capital
Market (which generally requires stockholder approval for any transactions which would result in the issuance of more than 20% of our
then outstanding shares of Common Stock or voting rights representing over 20% of our then outstanding shares of stock). Sales of a substantial
number of shares of our Common Stock in the public market or the perception that such sales might occur could materially adversely affect
the market price of the shares of our Common Stock. Because our decision to issue securities in any future offering will depend on market
conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Accordingly,
our stockholders bear the risk that our future offerings will reduce the market price of our Common Stock and dilute their stock holdings
in us.
Potential
volatility of the price of our Common Stock could negatively affect your investment.
We cannot assure you that
there will continue to be an active trading market for our Common Stock. Historically, the stock market, as well as our Common Stock,
has experienced significant price and volume fluctuations. The closing market price for our Common Stock has varied between a high of
$5.07 on December 22, 2021, and a low of $1.05 on December 12, 2022, in the twelve-month period ended December 12, 2022. During this time,
the price per share of Common Stock has ranged from an intra-day low of $1.03 per share to an intra-day high of $5.19 per share. Market
prices of securities of technology companies can be highly volatile and frequently reach levels that bear no relationship to the operating
performance of such companies. These market prices generally are not sustainable and are subject to wide variations. If our Common Stock
trades to unsustainably high levels, it is likely that the market price of our Common Stock will thereafter experience a material decline.
As a result of fluctuations in the price of our Common Stock, you may be unable to sell your shares at or above the price you
paid for them. In addition, if we seek additional financing, including through the sale of equity or convertible securities, such sales
could cause our stock price to decline and result in dilution to existing stockholders.
In addition, the stock markets
in general, and the markets for semiconductor stocks in particular, have experienced significant volatility that has often been unrelated
to the financial condition or results of operations of particular companies. These broad market fluctuations may adversely affect the
trading price of our Common Stock and, consequently, adversely affect the price at which you could sell the shares that you purchase in
this offering. In the past, following periods of volatility in the market or significant price declines, securities class-action litigation
has often been instituted against companies. Such litigation, if instituted against us, could result in substantial costs and diversion
of management’s attention and resources, which could materially and adversely affect our business, financial condition, results
of operations and growth prospects.
Provisions
of our certificate of incorporation and bylaws or Delaware law might delay or prevent a change-of-control transaction and depress the
market price of our stock.
Various
provisions of our certificate of incorporation and bylaws might have the effect of making it more difficult for a third party to acquire,
or discouraging a third party from attempting to acquire, control of our company. These provisions could limit the price that certain
investors might be willing to pay in the future for shares of our Common Stock. Certain of these provisions eliminate cumulative voting
in the election of directors, limit the right of stockholders to call special meetings and establish specific procedures for director
nominations by stockholders and the submission of other proposals for consideration at stockholder meetings.
We
are also subject to provisions of Delaware law which could delay or make more difficult a merger, tender offer or proxy contest involving
our company. In particular, Section 203 of the Delaware General Corporation Law prohibits a Delaware corporation from engaging in any
business combination with any interested stockholder for a period of three years unless specific conditions are met. Any of these provisions
could have the effect of delaying, deferring or preventing a change in control, including without limitation, discouraging a proxy contest
or making more difficult the acquisition of a substantial block of our Common Stock.
Under
our certificate of incorporation, our board of directors may issue up to a maximum of 20,000,000 shares of preferred stock without stockholder
approval on such terms as the board might determine. The rights of the holders of Common Stock will be subject to, and might be adversely
affected by, the rights of the holders of any preferred stock that might be issued in the future.
If
we fail to maintain compliance with the continued listing requirements of the Nasdaq Stock Market, our Common Stock may be delisted and
the price of our Common Stock and our ability to access the capital markets could be negatively impacted.
Our
Common Stock currently trades on the Nasdaq Stock Market under the symbol “PRSO.” This market has continued listing standards
that we must comply with in order to maintain the listing of our Common Stock. The continued listing standards include, among others,
a minimum bid price requirement of $1.00 per share and any of: (i) a minimum stockholders’ equity of $2.5 million; (ii) a
market value of listed securities of at least $35.0 million; or (iii) net income from continuing operations of $500,000 in
the most recently completed fiscal year or in the two of the last three fiscal years. Our results of operations and fluctuating stock
price directly impact our ability to satisfy these continued listing standards. In the event we are unable to maintain these continued
listing standards, our Common Stock may be subject to delisting from the Nasdaq Stock Market.
If
we were to be delisted, we would expect our Common Stock to be traded in the over-the-counter market which could adversely
affect the liquidity of our Common Stock. Additionally, we could face significant material adverse consequences, including:
| |
● |
a
limited availability of market quotations for our Common Stock; |
| |
● |
a reduced
amount of analyst coverage |
| ● | a decreased
ability to issue additional securities or obtain additional financing in the future; |
| |
● |
reduced
liquidity for our stockholders; |
| |
● |
potential
loss of confidence by customers, collaboration partners and employees; and |
| |
● |
loss
of institutional investor interest. |
CAUTIONARY
NOTE REGARDING FORWARD LOOKING STATEMENTS
Some
of the statements in this prospectus supplement and the accompanying prospectus and the documents incorporated by reference constitute
forward-looking statements. These statements involve known and unknown risks, uncertainties, and other factors that may cause our or
our industry’s actual results, levels of activity, performance, or achievements to be materially different from any future results,
levels of activity, performance, or achievements expressed or implied by such forward-looking statements. These factors include, among
others, those incorporated by reference under “Risk Factors” below.
In
some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,”
“expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,”
“predicts,” “potential,” “continue” or similar terms.
Although
we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels
of activity, performance, or achievements. Our actual results could differ materially from those expressed or implied by these forward-looking
statements as a result of various factors, including the risk factors under the section titled “Risk Factors” and a variety
of other factors, including, without limitation, statements about our future business operations and results, the market for our technology,
our strategy and competition.
Moreover,
neither we nor any other person assumes responsibility for the accuracy and completeness of these statements. We undertake no obligation
to update or revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, except
as required by law. In light of these risks, uncertainties and assumptions, the forward-looking events discussed or incorporated by reference
in this prospectus supplement and the accompanying prospectus may not occur.
PRIVATE OFFERING OF PURCHASE WARRANTS
On
November 28, 2022, we entered into the Purchase Agreement with the Selling Stockholder pursuant to which we agreed to offer and sell
to the Selling Stockholder, in a registered direct offering, an aggregate of 1,300,000 shares (the “Shares”) of Common Stock
at a negotiated purchase price of $1.00 per Share. We also offered and sold to the Selling Stockholder pre-funded warrants to purchase
up to 1,150,000 shares of Common Stock (the “Pre-Funded Warrants”), in lieu of shares of Common Stock at the Selling Stockholder’s
election. Each Pre-Funded Warrant is exercisable for one share of Common Stock. The purchase price of each Pre-Funded Warrant was $0.99,
and the exercise price of each Pre-Funded Warrant is $0.01 per share. The Pre-Funded Warrants are immediately exercisable and may be
exercised at any time until all of the Pre-Funded Warrants are exercised in full.
The
Shares, the Pre-Funded Warrants and the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants (the “Pre-Funded
Warrant Shares”) were offered by us pursuant to an effective shelf registration statement on Form S-3 (No. 333-258386), which was
declared effective by the SEC on August 9, 2021, and a corresponding prospectus supplement, dated November 28,2022.
In
a concurrent private placement, we sold to the Selling Stockholder warrants (the “Purchase Warrants” and together with the
Pre-Funded Warrants, the “Warrants”) to purchase up to 3,675,000 shares of Common Stock (the “Purchase Warrant Shares”
and together with the Pre-Funded Warrant Shares, the “Warrant Shares”). The Purchase Warrants will be exercisable beginning
six months and one day from the date of the Purchase Agreement (the “Initial Exercise Date”) at an exercise price of $1.36
per share and will expire on the five-year anniversary of the Initial Exercise Date.
The
Purchase Warrants will be exercisable on a “cashless” basis if at any time they are exercised there is not an effective registration
statement for the resale of the Purchase Warrant Shares in place, or there is not a current resale prospectus then available.
The
exercise price and number of Warrant Shares will be subject to adjustment in the event of any stock dividend or split, reverse stock
split, recapitalization, reorganization or similar transaction, as described in the Warrants.
The
Purchase Agreement contained customary representations and warranties and agreements of the Company and the Selling Stockholder and customary
indemnification rights and obligations of the parties. The closing of the offering occurred on November 30, 2022 (the “Closing
Date”), once the customary closing conditions were met. We received gross proceeds of approximately $2.45 million in connection
with the offering, before deducting placement agent fees and related offering expenses.
From
the date of the Purchase Agreement until six months after the Closing Date, the Selling Stockholder has a right to participate in subsequent
financings by us up to an amount equal to 30% of the total amount of such financing by giving notice of the exercise of such right on
the third trading day after which the Selling Stockholder receives notice of the proposed financing.
From
the date of the Purchase Agreement until 90 days after the Closing Date, the provisions of the Purchase Agreement generally prohibit
us from issuing or agreeing to issue shares of Common Stock or Common Stock equivalents other than under equity compensation plans, outstanding
rights to acquire Common Stock or Common Stock equivalents, or in connection with certain strategic transactions.
Pursuant to the terms of the
Purchase Agreement, we are also prohibited from (i) entering into an “ATM” offering, that is an offering of Common Stock into
the existing trading market for our Common Stock at a price or prices related to the then-market price of the Common Stock, within six
months after the date of the Purchase Agreement and (ii) issuing or agreeing to issue shares of Common Stock or Common Stock equivalents
that are variable until the earlier of 12 months after the date of the Purchase Agreement or the date the Purchaser no longer holds any
Warrants.
The
Purchase Warrants and the Purchase Warrant Shares were not registered under the Securities Act of 1933, as amended (the “Securities
Act”), instead were offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Regulation D promulgated
thereunder, or in the event of an issuance of Warrant Shares on a cashless basis, pursuant to the exemption provided in Section 3(a)(9)
under the Securities Act.
In
connection with the Purchase Agreement, we entered into a Registration Rights Agreement (the “Registration Rights Agreement”)
with the Selling Stockholder. Under the Registration Rights Agreement, the Company was required to file a registration statement within
15 calendar days after signing the Registration Rights Agreement to register the Purchase Warrant Shares for resale by the Selling Stockholder.
The Company’s failure to meet the filing deadlines and other requirements set forth in the Registration Rights Agreement may subject
the Company to monetary penalties.
The
Benchmark Company, LLC acted as the sole placement agent (the “Placement Agent”) on a “best efforts” and exclusive
basis, in connection with the offering. The Placement Agent was entitled to a cash fee of 7.0% of the gross proceeds paid to the Company
for the Shares and the Warrants and reimbursement of certain out-of-pocket expenses.
The
foregoing summaries of the Pre-Funded Warrants, the Purchase Warrants, the Purchase Agreement and the Registration Rights Agreement do
not purport to be complete and are qualified in their entirety by reference to the definitive transaction documents. Copies of the form
of Purchase Agreement, the Registration Rights Agreement, the form of Pre-Funded Warrant and the form of Purchase Warrant were attached
as Exhibits 10.1, 10.2, 4.1 and 4.2, respectively, to our Current Report on Form 8-K filed with the SEC on November 30, 2022, which is
incorporated by reference herein.
USE
OF PROCEEDS
We
will not receive any proceeds from the sale of the shares of common stock by the Selling Stockholder. All net proceeds from the sale
of the shares of Common Stock covered by this prospectus will go to the Selling Stockholder. We expect that the Selling Stockholder will
sell their shares of Common Stock as described under “Plan of Distribution.”
DIVIDEND
POLICY
To
date, we have paid no cash dividends on our shares of Common Stock and we do not expect to pay cash dividends on our Common Stock in
the foreseeable future. We intend to retain future earnings, if any, to provide funds for operations of our business. Therefore, any
potential return investors may have in our Common Stock will be in the form of appreciation, if any, in the market value of their shares
of Common Stock. We are not subject to any legal restrictions respecting the payment of dividends, except that we may not pay dividends
if the payment would render us insolvent. Any future determination as to the payment of cash dividends on our Common Stock will be at
the discretion of our Board of Directors.
DESCRIPTION
OF CAPITAL STOCK
Capital
Stock
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, or 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. |
General
As of the date of this prospectus,
our authorized capital stock currently consists of 140,000,000 shares, which are divided into two classes consisting 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 December 9, 2022, there
were 14,073,912 shares of Common Stock outstanding and 1 share of Series A special voting preferred stock outstanding. As of December
9, 2022, there were outstanding 9,106,876 exchangeable shares exchangeable for 9,106,876 shares of Common Stock, 1,504,678 shares of Common
Stock issuable upon the exercise of outstanding stock options, 1,370,088 shares of Common Stock issuable upon the vesting of outstanding
restricted stock units, 1,438,946 shares of Common Stock available for future issuance under the Amended and Restated 2019 Stock Incentive
Plan, warrants to purchase up to 33,125 shares of Common Stock with an exercise price of $47.00 per share, warrants to purchase up to
100,771 shares of Common Stock with an exercise price of $2.40 per share, Pre-Funded Warrants to purchase up to 1,150,000 shares of Common
Stock with an exercise price of $0.01 per share and Purchase Warrants to purchase up to 3,675,000 shares of Common Stock with an exercise
price of $1.36 per share.
Common
Stock
At
December 9, 2022, there were 14,073,912 shares of Common Stock outstanding and held of record by 49 stockholders. 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
On
December 15, 2021, we filed the Certificate of Designation of Series A Special Voting Preferred Stock (the “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 have their voting rights exercised. After the closing of the Arrangement, each exchangeable share has become 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. The
foregoing is only a brief description of the material terms of the Certificate of Designation and does not purport to be a complete description
of the rights and obligations thereunder. Such description is qualified in its entirety by reference to the Certificate of Designation,
which is attached to the Current Report on Form 8-K filed with the SEC on December 20, 2021. As of December 9, 2022, there was one
Special Voting Share authorized and outstanding.
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 Delaware General Corporation Law, or 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.
Indemnification
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 and the Amended and Restated Bylaws of Peraso Inc., a Delaware corporation.
Section
145 of the DGCL provides that a corporation has the power to indemnify a director, officer, employee or agent of the corporation, or
a person serving at the request of the corporation for another corporation, partnership, joint venture, trust or other enterprise in
related capacities against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with an action, suit or proceeding to which he was or is a party or is threatened to be made a party
to any threatened, ending or completed action, suit or proceeding by reason of such position, if such person acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation,
no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable
to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the
adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity
for such expenses which the Court of Chancery or such other court shall deem proper.
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.
In
the ordinary course of business, we enter into contractual arrangements under which we may agree to indemnify the counter-party from
losses relating to a breach of representations and warranties, a failure to perform certain covenants, or claims and losses arising from
certain external events as outlined within the contract, which may include, for example, losses arising from litigation or claims relating
to past performance. Such indemnification clauses may not be subject to maximum loss clauses. We have also entered into indemnification
agreements with our officers and directors. No material amounts related to these indemnifications are reflected in our consolidated financial
statements for the years ended December 31, 2021 or 2020.
The
Company has not estimated the maximum potential amount of indemnification liability under these agreements due to the limited history
of prior claims and the unique facts and circumstances applicable to each particular agreement. To date, the Company has not made any
payments related to these indemnification agreements.
SELLING
STOCKHOLDER
The 3,675,000 shares of Common stock being registered for resale hereby are issuable upon exercise of the Purchase Warrants that were
issued to Armistice Capital Master Fund Ltd, also referred to herein as the Selling Stockholder. For additional information regarding the issuance of those Purchase
Warrants, see “Private Offering of Purchase Warrants” above. We are registering the shares of Common Stock issuable upon exercise
of the Purchase Warrants in order to permit the Selling Stockholder to offer the shares for resale from time to time. The Selling Stockholder
has not had any material relationship with us within the past three years.
The
table below lists the Selling Stockholder and other information regarding the beneficial ownership of the shares of Common Stock by such
Selling Stockholder. The second column lists the number of shares of Common Stock beneficially owned by the Selling Stockholder, based
on its ownership of the Purchase Warrants, as of December 9, 2022, assuming exercise of the Purchase Warrants held by such Selling Stockholder
on that date, without regard to any limitations on exercises. The third column lists the shares of Common Stock being offered by this
prospectus by the Selling Stockholder.
In
accordance with the terms of a registration rights agreement with the Selling Stockholder this prospectus generally covers the resale
of the maximum number of shares of Common Stock issuable upon exercise of the Purchase Warrants, determined as if the outstanding Purchase
Warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed
with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as
provided in the registration right agreement, without regard to any limitations on the exercise of the Purchase Warrants. The fourth
column assumes the sale of all of the shares offered by each Selling Stockholder pursuant to this prospectus.
Under
the terms of the Purchase Warrants, the Selling Stockholder may not exercise the Purchase Warrants to the extent such exercise would
cause the Selling Stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of Common
Stock which would exceed 4.99% of our then outstanding Common Stock following such exercise, excluding for purposes of such determination
shares of Common Stock issuable upon exercise of such Purchase Warrants which have not been exercised. The number of shares in the second
and fourth columns do not reflect this limitation. The Selling Stockholder may sell all, some or none of their shares in this offering.
See “Plan of Distribution.”
Selling
Stockholder | |
Number
of Shares of Common Stock Owned Prior to Offering | |
Maximum
Number of Shares of Common Stock to be Sold Pursuant to this Prospectus | | |
Number
of Shares of Common Stock Owned After the Offering |
| Armistice Capital Master Fund Ltd. (1) | |
2,310,000 | |
| 3,675,000 | | |
2,310,000 |
(1)
|
The
shares are directly held by Armistice and may be deemed to be indirectly beneficially owned
by: (i) Armistice Capital, LLC (“Armistice Capital”), as the investment manager
of Armistice and (ii) Steven Boyd, as the Managing Member of Armistice Capital. Armistice
Capital and Steven Boyd disclaim beneficial ownership of the securities except to the extent
of their respective pecuniary interests therein.
The
number of shares beneficially owned includes (i) 1,150,000 shares of Common Stock and issuable upon the exercise of the Pre-Funded
Warrants and (ii) 3,675,000 shares of Common Stock issuable upon the exercise of the Purchase Warrants, which will be exercisable beginning six months and one day from the
date of the Purchase Agreement. Armistice is prohibited from exercising any portion of a warrant and that would result in Armistice
owning a percentage of our outstanding Common Stock exceeding the ownership limitations contained within each instrument (9.99% and
4.99%, respectively) after giving effect to the issuance of Common Stock in connection with Armistice’s exercise. The shares
owned before and after this offering assumes the exercise of all warrants held by Armistice, notwithstanding the existence of the
beneficial ownership limitations described above. The address of Armistice Capital Master Fund Ltd. is c/o Armistice Capital, LLC,
510 Madison Avenue, 7th Floor, New York, NY 10022. |
PLAN
OF DISTRIBUTION
The
Selling Stockholder and any of its respective pledgees, assignees and successors-in-interest may, from time to time, sell any or all
of their securities covered hereby on the Nasdaq 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. The 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 such Selling Stockholder 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 Stockholder 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 Stockholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the Selling Stockholder (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 Stockholder 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 Stockholder 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 Stockholder 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 Stockholder 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. The 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
each Selling Stockholder against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.
We
agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by a Selling Stockholder
without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for
us to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect
or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar
effect. 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 Stockholder 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 Stockholder or any other person. We will make copies of this prospectus available to the Selling Stockholder 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).
Company
Standstill
From
the date of the Purchase Agreement until 90 days after the Closing Date, the provisions of the Purchase Agreement generally prohibit
us from issuing or agreeing to issue shares of Common Stock or common stock equivalents other than under equity compensation plans, outstanding
rights to acquire Common Stock or common stock equivalent, or in connection with certain strategic transactions.
Pursuant
to the terms of the Purchase Agreement, we are also prohibited from (i) entering into an at-the-market, or ATM, offering, that is an
offering of Common Stock into its existing trading market for the Common Stock at a price or prices related to the then-market price
of the Common Stock, within six months after the date of the Purchase Agreement and (ii) issuing or agreeing to issue shares of Common
Stock or common stock equivalents that are variable until the earlier of 12 months after the date of the Purchase Agreement or the date
the investor no longer holds any Pre-Funded Warrants or Purchase Warrants.
LEGAL
MATTERS
The
validity of the shares of Common Stock offered hereby will be passed upon for us by Mitchell Silberberg & Knupp LLP.
EXPERTS
Our consolidated financial
statements as of and for the years ended December 31, 2021 and 2020 incorporated in this Registration Statement on Form S-1 by reference
to the Annual Report on Form 10-K for the year ended December 31, 2021, 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, under the Securities Act, a registration statement on Form S-1 relating to the securities offered hereby. This
prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. For
further information with respect to our company and the securities we are offering by this prospectus you should refer to the registration
statement, including the exhibits and schedules thereto. The SEC also maintains an Internet site that contains reports, proxy and information
statements and other information regarding registrants that file electronically with the SEC. The SEC’s website address is http://www.sec.gov.
We
file periodic reports, proxy statements and other information with the SEC in accordance with requirements of the Exchange Act. These
periodic reports, proxy statements and other information are available at the SEC’s website address referred to above. You may
also access our reports and proxy statements free of charge at our website, www.peraso.com. The information contained on our website
is not a prospectus and does not constitute a part of this prospectus. The prospectus included in this filing is part of a registration
statement filed by us with the SEC. The full registration statement can be obtained from the SEC, as indicated above, or from us. You
may request a copy of any of our periodic reports filed with the SEC at no cost, by writing or telephoning us at the following address:
Peraso
Inc.
2309
Bering Dr.
San
Jose, California 95131
Tel:
(408) 418-7500
Attention:
James Sullivan, Chief Financial Officer
You
should rely only on the information contained in or incorporated by reference or provided in this prospectus. We have not authorized
anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is
not permitted. You should not assume the information in this prospectus is accurate as of any date other than the date on the front of
this prospectus.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
The
SEC allows us to incorporate by reference the information we file with it, which means that we can disclose important information to
you by referring you to another document that we have filed separately with the SEC. We hereby incorporate by reference the following
information or documents into this prospectus, except for information “furnished” under Item 2.02 or Item 7.01 of Form 8-K
or other information “furnished” to the SEC which is not deemed filed and not incorporated in this prospectus:
| ● | our
Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 31, 2022; |
| ● | our
Definitive Proxy Statement on Schedule 14A relating to our 2022 Annual Meeting of Stockholders, filed with the SEC on November 30, 2022; |
| ● | our
Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2022, June 30, 2022, and September 30, 2022 filed with the SEC
on May 13, 2022 August 15, 2022, and November 14, 2022, respectively; |
| ● | our
Current Reports on Form 8-K filed with the SEC on February 25, 2022, March 8, 2022, March 10, 2022, April 29, 2022, May 9, 2022, August 8, 2022, August 15, 2022, November 15, 2022 and November 30, 2022; and |
| ● | the
description of our Common Stock contained in the “Description of Securities” filed as Exhibit 4.6 to our Annual Report on
Form 10-K for the year ended December 31, 2021, filed with the SEC on March 31, 2022. |
Any
information in any of the foregoing documents will automatically be deemed to be modified or superseded to the extent that information
in this prospectus or in a later filed document that is incorporated or deemed to be incorporated herein by reference modifies or replaces
such information.
We also incorporate by reference any future filings (other than current
reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items) made with the
SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offering of the securities made
by this prospectus. Information in such future filings updates and supplements the information provided in this prospectus. Any statements
in any such future filings will automatically be deemed to modify and supersede any information in any document we previously filed with
the SEC that is incorporated or deemed to be incorporated herein by reference to the extent that statements in the later filed document
modify or replace such earlier statements.
Upon
written or oral request, we will provide to you, without charge, a copy of any or all of the documents that are incorporated by reference
into this prospectus but not delivered with the prospectus, including exhibits which are specifically incorporated by reference into
such documents. Requests should be directed to: Peraso Inc., Attention: James Sullivan, Chief Financial Officer, 2309 Bering Dr.,
San Jose, California 95131, Tel: (408) 418-7500.
3,675,000 Shares of Common Stock issuable upon
exercise of the Purchase Warrants
_____________, 2022
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
ITEM
13. Other Expenses of Issuance and Distribution.
The
following table sets forth the fees and expenses payable in connection with the registration of the securities hereunder. All amounts
are estimates except the SEC registration fee.
| Item | |
Amount
to be paid | |
| SEC registration fee | |
$ | 550.77 | |
| Legal fees and expenses | |
$ | 10,000.00 | |
| Accounting fees and expenses | |
$ | 5,000.00 | |
| Miscellaneous fees and expenses | |
$ | 2,000.00 | |
| Total | |
$ | 17,550.77 | |
ITEM
14. 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 and the Amended and Restated Bylaws of Peraso Inc., a Delaware corporation (the “Company”).
Section
145 of the DGCL provides that a corporation has the power to indemnify a director, officer, employee or agent of the corporation, or
a person serving at the request of the corporation for another corporation, partnership, joint venture, trust or other enterprise in
related capacities against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with an action, suit or proceeding to which he was or is a party or is threatened to be made a party
to any threatened, ending or completed action, suit or proceeding by reason of such position, if such person acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation,
no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable
to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the
adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity
for such expenses which the Court of Chancery or such other court shall deem proper.
The
Company’s Certificate of Incorporation states that, to the fullest extent permitted by the DGCL as it may be amended, none of its
directors shall be personally liable to the Company or to its stockholders for monetary damages for breach of fiduciary duty as a director.
The Certificate of Incorporation also states that the Company shall, to the fullest extent permitted by Section 145 of the DGCL, indemnify
and hold harmless all of its directors. To the extent permitted by applicable law, the Company is also authorized to provide indemnification
of (and advancement of expenses to) agents (and any other persons to which Delaware law permits the Company 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 the Company, its stockholders, and others.
As
permitted by the Company’s Certificate of Incorporation and the DGCL, the Company’s Bylaws provide that the Company shall
indemnify its directors and officers against actions by third parties, and that the Company shall indemnify its directors, officers and
employees against actions brought by or on behalf of the Company. The Bylaws also permit the Company 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 the Company’s request. The Company has obtained officer
and director liability insurance with respect to liabilities arising out of various matters, including matters arising under the Securities
Act.
The
Company has entered into agreements with each of its directors and executive officers 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 the Company or in the Company’s right, arising out of the person’s services as a director or officer of the
Company or any other company or enterprise to which the person provides services at the Company’s request.
ITEM
15. Recent Sales of Unregistered Securities.
Set
forth below is information regarding shares of capital stock issued by the Company since January 1, 2019 that were not registered under
the Securities Act of 1933, as amended (the “Securities Act”). Also included is the consideration received by the Company
for such shares and information relating to the section of the Securities Act, or rule of the SEC, under which exemption from registration
was claimed.
| 1. | On
February 1, 2021, the Company issued 42,672 shares of Common Stock valued at $139,964 to
the holder of the Senior Secured Convertible Notes due August 15, 2023 in settlement of the
accrued interest for the six month period ended February 15, 2021. Such shares were issued
in a private placement transaction that was exempt from the registration requirements under
the Securities Act pursuant to Section 4(a)(2) of the Securities Act. |
| 2. | On
December 17, 2021 (the “Closing Date”), pursuant to the terms and conditions
of that certain Arrangement Agreement, dated September 14, 2021, as amended (the “Arrangement
Agreement”), an aggregate of 9,295,097 exchangeable shares and 3,558,151 shares of
Common Stock were issued to the former stockholders of Peraso Technologies Inc. (“Peraso”).
Of such shares, pursuant to the terms of the Arrangement Agreement, the Company held in escrow
an aggregate of 1,312,878 exchangeable shares and 502,567 shares of Common Stock (collectively,
the “Earnout Shares”). The Earnout Shares are escrowed pursuant to the terms
of an escrow agreement on a pro rata basis from the aggregate consideration received by the
Peraso stockholders, subject to the offset by the Company for any losses in accordance with
the Arrangement Agreement. Such Earnout Shares shall be released, subject to any offset claim,
upon the satisfaction of the earlier of: (a) any date following the first anniversary
of the Closing Date and prior to the third anniversary of the Closing Date where the volume
weighted average price of the Common Stock for any 20 trading days within a period of 30
consecutive trading days is at least $8.57 per share, subject to adjustment for stock splits
or other similar transactions; (b) the date of any sale of all or substantially all
of the assets or shares of the Company; or (c) the date of any bankruptcy, insolvency,
restructuring, receivership, administration, wind-up, liquidation, dissolution,
or similar event involving the Company. All and any voting rights and other stockholder rights,
other than with respect to dividends and distributions, with respect to the Earnout Shares
are suspended until the Earnout Shares are released from escrow. |
The
issuance of (i) the shares of Common Stock to those Peraso stockholders that elected to receive or otherwise will receive shares
of Common Stock in connection with the Arrangement Agreement and (ii) the exchangeable shares to those Peraso stockholders that
elected to receive exchangeable shares in connection with the Arrangement Agreement were issued in reliance upon the exemption from registration
provided by Section 3(a)(10) of the Securities Act pursuant to the approval of the terms and conditions of the issuance and exchange
of such securities by the Ontario Superior Court of Justice (Commercial List) by the final order issued and entered on November 26,
2021.
| 3. | On
November 28, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase
Agreement”) with Armistice Capital Master Fund Ltd. (the “Purchaser”),
pursuant to which the Company agreed to offer and sell to the Purchaser, in a registered
direct offering, an aggregate of 1,300,000 shares (the “Shares”) of common stock,
par value $0.001 per share (the “Common Stock”), at a negotiated purchase price
of $1.00 per share. The Company also offered and sold to the Purchaser pre-funded warrants
to purchase up to 1,150,000 shares of Common Stock (the “Pre-Funded Warrants”),
in lieu of shares of Common Stock at the Purchaser’s election. Each Pre-Funded Warrant
is exercisable for one share of Common Stock. The purchase price of each Pre-Funded Warrant
was $0.99, and the exercise price of each Pre-Funded Warrant is $0.01 per share. The Pre-Funded
Warrants are immediately exercisable and may be exercised at any time until all of the Pre-Funded
Warrants are exercised in full. |
The
Shares, the Pre-Funded Warrants and the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants (the “Pre-Funded
Warrant Shares”) were offered by the Company pursuant to an effective shelf registration statement on Form S-3 (No. 333-258386),
which was declared effective by the United States Securities and Exchange Commission (the “SEC”) on August 9, 2021 (the “Registration
Statement”) and a corresponding prospectus supplement, dated November 28,2022.
In
a concurrent private placement offering, the Company also issued to the Purchaser warrants (the “Purchase Warrants” and together
with the Pre-Funded Warrants, the “Warrants”) to purchase up to 3,675,000 shares of Common Stock (the “Purchase Warrant
Shares” and together with the Pre-Funded Warrant Shares, the “Warrant Shares”). The Purchase Warrants will be exercisable
beginning six months and one day from the date of the Purchase Agreement (the “Initial Exercise Date”) at an exercise price
of $1.36 per share and will expire on the five-year anniversary of the Initial Exercise Date.
The
closing of the offering occurred on November 30, 2022. The Company received gross proceeds of approximately $2.45 million in connection
with the offering, before deducting placement agent fees and related offering expenses.
The
Purchase Warrants and the Purchase Warrant Shares were not registered under the Securities Act pursuant to the exemption provided in
Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder, or in the event of an issuance of Warrant Shares on a
cashless basis, pursuant to the exemption provided in Section 3(a)(9) under the Securites Act.
ITEM
16. Exhibits and Financial Statement Schedules.
(a)
Exhibit Index
| (1) |
Incorporated by reference to the same-numbered exhibit to Form 8-K, filed by the Company on September 15, 2021 (Commission File No. 000-32929). |
| (2) |
Incorporated by reference to Exhibit 2.1 to Form 8-K, filed by the Company on October 22, 2021 (Commission File No. 000-32929) |
| (3) |
Incorporated by reference to Exhibit 3.6 to Form 8-K filed by the Company on November 12, 2010 (Commission File No. 000-32929) |
| (4) |
Incorporated by reference to Exhibit 3.1 to Form 8-K filed by the Company on February 14, 2017 (Commission File No. 000-32929). |
| (5) |
Incorporated by reference to Exhibit 3.1 to Form 8-K filed by the Company on August 27, 2019 (Commission File No. 000-32929). |
| (6) |
Incorporated by reference to Exhibit 3.1 to Form 8-K filed by the Company on December 20, 2021 (Commission File No. 000-32929). |
| (7) |
Incorporated by reference to Exhibit 3.2 to Form 8-K filed by the Company on December 20, 2021 (Commission File No. 000-32929). |
| (8) |
Incorporated by reference to Exhibit 3.1 to Form 8-K filed by the Company on November 23, 2021 (Commission File No. 000-32929). |
| (9) |
Incorporated by reference
to Exhibit 4.1 to Form 10-K filed by the Company on March 31, 2022 (Commission File No. 000-32929). |
| (10) |
Incorporated by reference to Exhibit 4.1 to Form 8-K filed by the Company on June 30, 2017 (Commission File No. 000-32929). |
| (11) |
Incorporated by reference to Exhibit 10.1 to Form 8-K filed by the Company on June 30, 2017 (Commission File No. 000-32929). |
| (12) |
Incorporated by reference to Exhibit 4.6 to Form 8-K filed by the Company on October 3, 2018 (Commission File No. 000-32929). |
| (13) |
Incorporated by reference to Exhibit 4.6 to Form 10-K filed by the Company on March 31, 2022 (Commission File No. 000-32929). |
| (14) |
Incorporated by reference to Exhibit 3.1 to Form 8-K filed by the Company on August 27, 2019 (Commission File No. 000-32929). |
| (15) |
Incorporated by reference to Exhibit 4.2 to Form S-8 filed by the Company on January 7, 2022 (Commission File No. 333-262062). |
| (16) |
Incorporated by reference to Exhibit 4.10 to the Company’s Registration Statement on Form S-8, filed July 28, 2010 (Commission File No. 333-168358). |
| (17) |
Incorporated by reference to Exhibit 4.10 to the Company’s Current Report on Form S-8, filed on November 13, 2019 (Commission File No. 000-32929). |
| (18) |
Incorporated by reference to Exhibit 10.23 to the Company’s Form 10-Q filed on August 8, 2013 (Commission File No. 000-32929). |
| (19) |
Incorporated by reference to Exhibit 4.10 to the Company’s Current Report on Form S-8, filed November 13, 2019 (Commission File No. 000-32929). |
| (20) |
Incorporated by reference to Exhibit 4.5 to the registration statement on Form S-8 filed by the Company on January 7, 2022 (Commission File No. 333-262062). |
| (21) |
Incorporated by reference to Exhibit 4.1 to Form 8-K filed by the Company on November 30, 2022 (Commission File No. 000-32929). |
| (22) |
Incorporated by reference to Exhibit 4.2 to Form 8-K filed by the Company on November 30, 2022 (Commission File No. 000-32929). |
| (23) |
Incorporated by reference to Exhibit 10.26 to Form 10-K filed by the Company on March 17, 2008 (Commission File No. 000-32929). |
| (24) |
Incorporated by reference to Exhibit 10.27 to Form 10-K filed by the Company on March 17, 2008 (Commission File No. 000-32929). |
| (25) |
Incorporated by reference to Exhibit 4.10 to Form S-8 filed by the Company on July 28, 2010 (Commission File No. 333-168358). |
| (26) |
Incorporated by reference to Exhibit 4.8 to Form S-8 filed by the Company on June 5, 2009 (Commission File No. 333-159753). |
| (27) |
Incorporated by reference to Exhibit 10.19 to Form 10-K filed by the Company on March 15, 2012 (Commission File No. 000-32929). |
| (28) |
Incorporated by reference to Exhibit 10.22 to Form 10-Q filed by the Company on August 9, 2012 (Commission File No. 000-32929). |
| (29) |
Incorporated by reference to Exhibit 99.2 to Form 10-Q filed by the Company on November 14, 2017 (Commission File No. 000-32929). |
| (30) |
Incorporated by reference to Exhibit 99 to Schedule TO filed by the Company on July 26, 2016 (Commission File No. 005-78033). |
| (31) |
Incorporated by reference to Exhibit 10.28 to Form S-1/A filed by the Company on September 17, 2018 (Commission File No. 333-225193). |
| (32) |
Incorporated by reference to Exhibit 10.26 to Form 8-K filed by the Company on October 3, 2018 (Commission File No. 000-32929). |
| (33) |
Incorporated by reference to Exhibit 10.1 to Form 8-K filed by the Company on April 17, 2020 (Commission File No. 000-32929). |
| (34) |
Incorporated by reference to Exhibit 10.21 to Form 10-K filed by the Company on March 18, 2021 (Commission File No. 000-32929). |
| (35) |
Incorporated by reference to Exhibit 10.1 to Form 8-K filed by the Company on December 20, 2021 (Commission File No. 000-32929). |
| (36) |
Incorporated by reference to Exhibit 10.2 to Form 8-K filed by the Company on December 20, 2021 (Commission File No. 000-32929). |
| (37) |
Incorporated by reference to Exhibit 10.3 to Form 8-K filed by the Company on December 20, 2021 (Commission File No. 000-32929). |
| (38) |
Incorporated by reference to Exhibit 10.1 to Form 10-Q filed by the Company on August 15, 2022 (Commission File No. 000-32929). |
| (39) |
Incorporated by reference to Exhibit 10.2 to Form 10-Q filed by the Company on August 15, 2022 (Commission File No. 000-32929). |
| (40) |
Incorporated by reference to Exhibit 10.3 to Form 10-Q filed by the Company on August 15, 2022 (Commission File No. 000-32929). |
| (41) |
Incorporated by reference to Exhibit 10.1 to Form 10-Q filed by the Company on November 14, 2022 (Commission File No. 000-32929). |
| (42) |
Incorporated by reference to Exhibit 10.1 to Form 8-K filed by the Company on November 30, 2022 (Commission File No. 000-32929). |
| (43) |
Incorporated by reference to Exhibit 10.2 to Form 8-K filed by the Company on November 30, 2022 (Commission File No. 000-32929). |
| (44) |
Incorporated by reference to Exhibit 21.1 to Form 10-K filed by the Company on March 31, 2022 (Commission File No. 000-32929). |
| + |
Filed herewith. |
| * |
Management contract, compensatory plan or arrangement. |
| ** |
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 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 20% change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective registration statement;
(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), (a)(1)(ii) and (a)(1)(iii) above 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 SEC by the registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in 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 this 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) Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) (§ 230.424(b)(3) of this chapter) 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; and
(ii)
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.
(5) That,
for the purpose of determining liability 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 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 Section 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.
(c) 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 provisions described in Item 6 hereof, or otherwise, the Registrant has been advised that in the opinion
of the SEC 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, as amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-1 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 15, 2022.
| |
PERASO
INC. |
| |
|
|
| |
By: |
/s/ James
Sullivan |
| |
|
James
Sullivan |
| |
|
Chief Financial
Officer |
POWER
OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Ronald Glibbery and James Sullivan
and each of them, any of whom may act without the joinder of the other, his true and lawful attorneys-in-fact and agents with full power
of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, and to sign any registration statement for the same offering covered
by this registration statement that is to be effective on filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended,
and all post-effective amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming that said attorneys-in-fact and agents or their or his substitute or substitutes, may lawfully 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 below by the following persons in the
capacities and on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ Ronald Glibbery |
|
Chief Executive Officer and Director |
|
December 15, 2022 |
| Ronald Glibbery |
|
(principal executive officer) |
|
|
| |
|
|
|
|
| /s/ James Sullivan |
|
Chief Financial Officer |
|
December 15, 2022 |
| James Sullivan |
|
(principal financial and accounting officer) |
|
|
| |
|
|
|
|
| /s/ Daniel Lewis |
|
Director |
|
December 15, 2022 |
| Daniel Lewis |
|
|
|
|
| |
|
|
|
|
| /s/ Ian McWalter |
|
Director |
|
December 15, 2022 |
| Ian McWalter |
|
|
|
|
| |
|
|
|
|
| /s/ Andreas Melder |
|
Director |
|
December 15, 2022 |
| Andreas Melder |
|
|
|
|
| |
|
|
|
|
| /s/ Robert Y. Newell |
|
Director |
|
December 15, 2022 |
| Robert Y. Newell |
|
|
|
|
II-8
false
0000890394
0000890394
2022-12-14
2022-12-15
