The Shares, the Pre-Funded Warrants, the Common Warrants and the shares of Common Stock issuable upon exercise of the Warrants (collectively, the “Securities”) were offered and sold in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on Section 4(a)(2) thereof and Rule 506(b) of Regulation D thereunder. The Purchaser represented that it is an “accredited investor,” as defined in Rule 501(a) of Regulation D, and is acquirin…

Entry into a Material Definitive Agreement. As previously reported in the Current Report on Form 8-K filed by Peraso Inc., a Delaware corporation (the “Company”), with the U.S. Securities and Exchange Commission (the “SEC”) on October 26, 2026 (the “Prior Form 8-K”), on October 26, 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Nant Capital, LLC (the “Purchaser” and, together with its affiliates, “Nant”), pursuant to which the Company agreed to…

Entry into a Material Definitive Agreement. On October 26, 2026, Peraso Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Nant Capital, LLC, an accredited investor (the “Purchaser”), pursuant to which the Company agreed to issue and sell to the Purchaser, and the Purchaser agreed to purchase from the Company, shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), pre-funded common stock purcha…

The maximum number of shares of Common Stock issuable pursuant to the Private Placement, including upon exercise of the Pre-Funded Warrants and the Common Warrants (without giving effect to the Maximum Percentage limitation), is 39,729,836 shares. The Shares, the Pre-Funded Warrants, the Common Warrants and the Warrant Shares (collectively, the “Securities”) were, and will be, offered and sold in a transaction exempt from registration under the Securities Act in reliance on Section 4(a)(2) th…

Regulation FD Disclosure. On October 26, 2026, the Company issued a press release announcing the entry into the Purchase Agreement. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference. The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall…

CFO — James Sullivan: The CFO resigned for personal reasons, resulting in the loss of a key senior executive, with the CEO taking on the role only on an interim basis.

CEO — Ronald Glibbery: The filing discloses a routine 5% base salary increase for executive officers, which is a compensatory arrangement rather than a change in management personnel.

Director — Daniel Lewis: Daniel Lewis is retiring and will not stand for re-election as a director.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On July 21, 2026, Peraso Inc. (the “Company”) received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the closing bid price of the Company’s common stock (“Common Stock”) for the 30 consecutive business days ended July 20, 2026, the Company no longer meets the requirement to maintain a minimum bid price of $1 per share, as s…

Entry into a Material Definitive Agreement. On July 10, 2026, Peraso Inc. (the “ Company ”) entered into a letter agreement (the “ Letter Agreement ”) with Roth Principal Investments, LLC (“ Roth Principal Investments ”) with respect to the Common Stock Purchase Agreement (the “ Purchase Agreement ”), dated June 30, 2026, between the Company and Roth Principal Investments. Pursuant to the Letter Agreement, Roth Principal Investments agreed to adjust the purchase price discount for Pre-Market…

Entry into a Material Definitive Agreement. On June 30, 2026, Peraso Inc. (the “Company”) entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) and a related Registration Rights Agreement (the “Registration Rights Agreement”), each dated as of June 30, 2026, with Roth Principal Investments, LLC (“Roth Principal Investments”). Upon the terms and subject to the satisfaction of the conditions set forth in the Purchase Agreement, the Company will have the right, in its sole di…

The shares of Common Stock that may be issued pursuant to the Purchase Agreement will be issued without registration under the Securities Act, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and Rule 506(b) promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws. This Current Report on Form 8-K shall not constitute an offer to sell o…

Other Events. On May 14, 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 $670,000 of Shares, which does not include the Shares having an aggreg…

Results of Operations and Financial Condition. On May 11, 2026, Peraso Inc. (the “Company”) issued a press release announcing its financial results for the three months ended March 31, 2026. A copy of this press release is furnished as Exhibit 99.1 to this report. The press release should be read in conjunction with the cautionary language regarding forward-looking statements, which are included in the text of the release. In addition to disclosing financial results calculated in accordance w…

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 ag…

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.

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 e…

Results of Operations and Financial Condition. On March 16, 2026, Peraso Inc. (the “Company”) issued a press release announcing its financial results for the three and twelve months ended December 31, 2025. A copy of this press release is furnished as Exhibit 99.1 to this report. The press release should be read in conjunction with the cautionary language regarding forward-looking statements, which are included in the text of the release. In addition to disclosing financial results calculated…

The filing pertains to an amendment of the stock incentive plan, not a management change.

Director — Ian McWalter: Mr. McWalter is retiring and will not stand for re-election as a director.

Other Events. On November 21, 2025, 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 $3,150,000 of Shares, which does not include the Shares having an aggregate gross…

Results of Operations and Financial Condition. On November 10, 2025, Peraso Inc. (the “Company”) issued a press release announcing its financial results for the three and nine months ended September 30, 2025. A copy of this press release is furnished as Exhibit 99.1 to this report. The press release should be read in conjunction with the cautionary language regarding forward-looking statements, which are included in the text of the release. In addition to disclosing financial results calculat…

Other Events. On October 10, 2025, 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 $1,750,000 of Shares, which does not include the Shares having an…

Entry into a Material Definitive Agreement. On September 11, 2025, Peraso Inc. (the “Company”) entered into an inducement offer letter agreement (the “Inducement Letter”) with a holder (the “Holder”) of existing Series C warrants of the Company to purchase up to an aggregate of 952,380 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), having an original exercise price of $1.61 per share, issued to the Holder on November 6, 2024, with a current expiration date…

Unregistered Sales of Equity Securities. The New Warrants, Placement Agent Warrants, New Warrant Shares and Placement Agent Warrant Shares have not been registered under the Securities Act and were offered pursuant to the exemption from registration provided in Section 4(a)(2) under the Securities Act, and Rule 506(b) promulgated thereunder. The description of the New Warrants and the Placement Agent Warrants under