Peraso Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Regulation FD Disclosure, Other Events, Financial Statements and Exhibits
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Item 2.02 Results of Operations and Financial Condition.
The information set forth under Item 7.01 below is incorporated by reference into this Item 2.02.
Item 7.01 Regulation FD Disclosure.
On April 10, 2026, Peraso Inc. (the “Company”) filed the Current Prospectus Supplement (as defined below) with the Securities and Exchange Commission in connection with the Sales Agreement (as defined below) relating to its ATM offering program. Set forth below are certain updates with respect to the Company’s preliminary financial results included in the Current Prospectus Supplement.
On March 16, 2026, the Company announced on its conference call that the Company expects total revenues for the quarterly period ended March 31, 2026 to be approximately $1.2 million.
Based on the Company’s preliminary internal financial reports, the Company now expects that its total revenues for the quarterly period ended March 31, 2026 will be approximately $0.9 million to $1.0 million.
The Company is currently in the process of finalizing its condensed consolidated financial results for the quarterly period ended March 31, 2026 and, therefore, its actual results for this period are not yet available. The Company’s actual results may differ materially from the estimated preliminary results set forth above and will not be finalized until after the Company completes its normal quarter-end financial accounting close process. The Company’s preliminary results set forth above reflect management’s best estimate of the impact of events during the quarter and are based on the information currently available to the Company as of the date hereof.
Accordingly, undue reliance should not be placed on this preliminary estimate.
In accordance with General Instruction B.2 of Form 8-K, the information included in this Current Report on Form 8-K is furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
Item 8.01 Other Events.
On April 10, 2026, Peraso Inc. (the “Company”) filed a prospectus supplement (the “Current Prospectus Supplement”) to increase the maximum number of shares (the “Shares”) of the Company’s common stock, par value $0.001 per share, issuable pursuant to the At the Market Offering Agreement between the Company and Ladenburg Thalmann & Co. Inc., dated August 30, 2024 (the “Sales Agreement”), to up to an aggregate of $2,125,000 of Shares, which does not include the Shares having an aggregate gross sales price of approximately $7,245,131 that have been sold to date under the Sales Agreement.
The issuance and sale of the Shares by the Company under the Sales Agreement will be made pursuant to the Company’s registration statement on Form S-3 (File No. 333-280798) filed with the Securities and Exchange Commission on July 12, 2024 and declared effective on July 22, 2024 (the “Registration Statement”) and a base prospectus dated as of July 22, 2024 included in the Registration Statement, as supplemented by the prospectus supplements dated as of August 30, 2024, December 10, 2024, October 10, 2025 and November 21, 2025 and the Current Prospectus Supplement.
Attached hereto as Exhibit 5.1 to this Current Report on Form 8-K is the opinion of Mitchell Silberberg & Knupp LLP, relating to the legality of the issuance and sale of the Shares.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 5.1 | Opinion of Mitchell Silberberg & Knupp LLP | |
| 23.1 | Consent of Mitchell Silberberg & Knupp LLP (included in Exhibit 5.1) | |
| 104 | The cover page of this Current Report on Form 8-K formatted in Inline XBRL |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PERASO INC. | ||
| Date: April 10, 2026 | By: | /s/ James Sullivan |
| James Sullivan | ||
| Chief Financial Officer | ||
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