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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event Reported): December 5, 2025
| PERASO INC. |
| (Exact Name of Registrant as Specified in Charter) |
000-32929
(Commission File Number)
| Delaware | 77-0291941 | |
| (State or Other Jurisdiction of Incorporation) |
(I.R.S. Employer Identification Number) |
2033 Gateway Pl., Suite 500
San Jose, CA 95110
(Address of principal executive offices, with zip code)
(408) 418-7500
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.001 per share | PRSO | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On December 5, 2025, Peraso Inc. (the “Company”) extended the expiration date of its outstanding Series C warrants (the “Series C Warrants”) from 5:00 p.m. (New York City time) on December 5, 2025 to 5:00 p.m. (New York City time) on January 7, 2026, by entering into a third amendment with each holder of the Series C Warrants (the “Amendments”).
The Series C Warrants to purchase up to an aggregate of 1,293,650 shares of the Company’s common stock, par value $0.001 per share, were issued on November 6, 2024 pursuant to the terms of certain inducement offer letter agreements, each dated November 5, 2024, by and between the Company and each holder of the Series C Warrants. The Series C Warrants originally expired on May 6, 2025. The Company subsequently extended the expiration date of the Series C Warrants to August 4, 2025, and then again to December 5, 2025, pursuant to amendments with each holder of the Series C Warrants. The Series C Warrants have an exercise price of $1.61 per share.
The resale of the shares of common stock issuable upon exercise of the Series C Warrants has been registered pursuant to the Company’s registration statement on Form S-3 (File No. 333-283573), which was declared effective by the Securities and Exchange Commission on December 10, 2024.
The foregoing summary of the Amendments does not purport to be complete and is qualified in its entirety by reference to the complete text of the form of Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Form of Amendment No. 3 to Series C Common Stock Purchase Warrant | |
| 104 | The cover page of this Current Report on Form 8-K formatted in Inline XBRL |
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: December 9, 2025 | By: | /s/ James Sullivan |
| James Sullivan | ||
| Chief Financial Officer | ||
Exhibit 10.1
AMENDMENT NO. 3 TO SERIES C COMMON STOCK PURCHASE WARRANT
This AMENDMENT NO. 3 TO SERIES C COMMON STOCK PURCHASE WARRANT (this “Amendment No. 3”) is entered into as of December 5, 2025 (the “Effective Date”), by and between Peraso Inc., a Delaware corporation (the “Company”), and the holder (the “Holder”) of the Warrant (as defined below). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Warrant.
WHEREAS, on November 6, 2024, the Company issued a Series C Common Stock Purchase Warrant to the Holder, which entitles the Holder to purchase shares of common stock of the Company pursuant to the terms and conditions therein, which was amended on May 2, 2025 and August 4, 2025 (as amended, modified, supplemented, or restated from time to time, the “Warrant”); and
WHEREAS, the parties hereto desire to further amend the Warrant as provided herein to further extend the Termination Date of the Warrant.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree that:
| 1. | Amendment. As of the Effective Date, the definition of “Termination Date” in the preamble of the Warrant is hereby amended by deleting the reference to “December 5, 2025” therein and replacing such reference with “January 7, 2026”. |
| 2. | No Other Amendments. Unless expressly amended by this Amendment No. 3, the terms and provisions of the Warrant shall remain in full force and effect. |
| 3. | Conflicting Terms. Wherever the terms and conditions of this Amendment No. 3 and the terms and conditions of the Warrant are in conflict, the terms of this Amendment No. 3 shall be deemed to supersede the conflicting terms of the Warrant. |
| 4. | Governing Law. This Amendment No. 3 shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to the conflicts of law principles thereof. |
| 5. | Counterparts. This Amendment No. 3 may be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall each be deemed to be an original and all such counterparts shall together constitute one and the same instrument. |
[Signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to be duly executed as of the date first above written.
| Peraso Inc. | |||
| By: | |||
| Name: | James Sullivan | ||
| Title: | Chief Financial Officer | ||
| [HOLDER] | |||
| By: | |||
| Name: | |||
| Title: | |||
[Signature Page to Amendment No. 3 to Series C Common Stock Purchase Warrant]