SEC Form SC 13G filed by Peraso Inc.

Shared Voting Power
31,200 shares of Common Stock
587,840 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

Shared Dispositive Power
31,200 shares of Common Stock
587,840 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

Aggregate Amount Beneficially Owned by Each Reporting Person
31,200 shares of Common Stock
587,840 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

Sole Voting Power

88,800 shares of Common Stock
1,673,110 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

Sole Dispositive Power
88,800 shares of Common Stock

1,673,110 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

Aggregate Amount Beneficially Owned by Each Reporting Person
120,000 shares of Common Stock
2,260,950 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

Citizenship

This Schedule 13G is being filed on behalf of (i) Iroquois Capital Management L.L.C., a Delaware limited liability company (“Iroquois”), (ii) Richard Abbe, an individual who is a citizen of the United States of America and (iii) Kimberly Page, an individual who is a citizen of the United States of America (“Mr. Abbe” and “Ms. Page,” together with Iroquois, the “Reporting Persons”).

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.

The principal business office of all of the Reporting Persons is 2 Overhill Road, Scarsdale, New York 10583.

Title of Class of Securities
Common Stock, par value $0.001 per share

CUSIP Number
71360T200

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____________

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

The information as of the date of the event which requires filing of this statement required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The percentage set forth in Row 11 of the cover page for each Reporting Person is based on 1,346,334 shares of Common Stock issued and outstanding as disclosed in the Company’s Current Report on Form 8-K, filed by the issuer with the U.S. Securities and Exchange Commission on February 9, 2024, and further assumes the exercise of the Company’s reported pre-funded warrants, Series A warrants and Series B warrants (collectively, the “Reported Warrants”), each subject to the Blockers (as defined below)

Pursuant to the terms of the Reported Warrants, the Reporting Persons cannot exercise the Reported Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 9.99% of the outstanding shares of Common Stock (collectively, the “Blockers”), and the percentage set forth in Row 11 of the cover page for each Reporting Person gives effect to the Blockers, if applicable.

As of the date of the event which requires filing of this statement, Iroquois Master Fund Ltd. (“Iroquois Master Fund”) held 31,200 shares of Common Stock and Reported Warrants to purchase 587,840 shares of Common Stock (subject to the Blockers), and Iroquois Capital Investment Group LLC (“ICIG”) held 88,800 shares of Common Stock and Reported Warrants to purchase 1,673,110 shares of Common Stock (subject to the Blockers).

Mr. Abbe shares authority and responsibility for the investments made on behalf of Iroquois Master Fund with Ms. Kimberly Page, each of whom is a director of the Iroquois Master Fund. As such, Mr. Abbe and Ms. Page may each be deemed to be the beneficial owner of all shares of Common Stock held by and underlying the Reported Warrants (each subject to the Blockers) held by, Iroquois Master Fund. Iroquois Capital is the investment advisor for Iroquois Master Fund and Mr. Abbe is the President of Iroquois Capital. Mr. Abbe has the sole authority and responsibility for the investments made on behalf of ICIG. As such, Mr. Abbe may be deemed to be the beneficial owner of all shares of Common Stock held by and underlying the Reported Warrants (each subject to the Blockers) held by, Iroquois Master Fund and ICIG. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such shares of Common Stock except to the extent of their pecuniary interest therein.