エドガーで原本を確認する
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): August 11, 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 Place, Suite 500
San Jose, California 95110
(Address of principal executive offices, with zip code)
(408) 418-7500
(Registrant’s telephone number, including area code)
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 2.02 Results of Operations and Financial Condition.
On August 11, 2025, Peraso Inc. (the “Company”) issued a press release announcing its financial results for the three and six months ended June 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 calculated in accordance with U.S. generally accepted accounting principles (“GAAP”), management also presents information regarding the Company’s performance over comparable periods based on cost of goods sold, operating expenses (research and development and sales, general and administrative), operating income (loss), net income (loss) and net income (loss) per share, exclusive of stock-based compensation, amortization of intangible assets, severance costs and change in fair value of warrant liabilities. Because management discloses financial measures calculated without taking into account these items, these financial measures are characterized as “non-GAAP financial measures” under Securities and Exchange Commission rules.
Stock-based compensation charges represent non-cash charges related to equity awards granted by the Company. Although these are recurring charges to the Company’s operations, management believes the measurement of these amounts can vary considerably from period to period and depend substantially on factors that are not a direct consequence of operating performance that is within management’s control. Thus, management believes that excluding these charges facilitates comparisons of the Company’s operational performance in different periods, as well as with similarly determined non-GAAP financial measures of comparable companies.
The Company’s non-GAAP financial measures also exclude amortization of intangibles recorded from the Company’s acquisition of Peraso Technologies Inc. (“Peraso Tech”) in December 2021. Management believes the amortization does not represent operating expenses ordinarily incurred by the Company with respect to its core business. Thus, these charges are excluded from the Company’s non-GAAP financial measures to provide another basis for evaluating and comparing the Company’s performance for the three and six months ended June 30, 2025. There was no amortization recorded for the three and six months ended June 30, 2025, as the intangibles were fully amortized on December 31, 2024.
The Company’s non-GAAP financial measures also exclude severance costs. In November 2023, the Company implemented an employee lay-off and terminated certain consulting positions (the “Reductions”) to reduce operating expenses and cash burn, as the Company prioritized business activities and projects that it believes will have a higher return on investment. As part of the Reductions, the Company implemented a temporary lay-off that impacted 16 employees (the “Employees”) of Peraso Tech. During the six months ended June 30, 2024, the Company determined that it would not recall any of the 11 Employees that remained on the Company’s payroll and commenced notifying the remaining Employees that their employment would be terminated. As a result of the termination of the Employees’ employment, the Company recorded severance charges during the six months ended June 30, 2024. The severance amounts were fully paid in July 2025.
The Company’s non-GAAP financial measures also exclude the change in fair value of warrant liabilities. In November 2022 and June 2023, the Company issued warrants to an investor in registered direct offerings. These warrants were initially recorded at fair value and are re-valued at each reporting date, with changes in the fair value reported in the statement of operations. The change in the fair value of the warrant liabilities is recorded as other income (expense) in the consolidated statement of operations.
Adjusted EBITDA is GAAP net income (loss), as reported on the Company’s consolidated statements of operations, excluding stock-based compensation, amortization of intangible assets, severance costs, change in fair value of warrant liabilities, interest expense, depreciation and the provision (benefit) for income taxes.
Management and the Company’s board of directors will continue to analyze the historical consolidated results of operations (revenue, cost of goods sold, research and development expenses, selling, general and administrative expenses, operating income (loss), net income (loss) and net income (loss) per share) and adjusted EBITDA to assess the business and compare operating results to the Company’s performance objectives. For example, the Company’s budgeting and planning process utilizes these non-GAAP financial measures.
| 2 |
The Company discloses these non-GAAP financial measures to the public as an additional means by which investors can assess the Company’s performance and to identify the Company’s operating results for investors on the same basis applied by management. The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations to those financial statements should be carefully evaluated. The non-GAAP financial measures used by the Company may be calculated differently from, and, therefore, may not be comparable to, similarly titled measures used by other companies. The Company has furnished reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures in the press release furnished as Exhibit 99.1.
Moreover, although these non-GAAP financial measures adjust expense, they should not be viewed as a pro-forma presentation reflecting the elimination of the underlying share-based compensation programs, which are an important element of the Company’s compensation structure. GAAP requires that all forms of share-based payments should be valued and included, as appropriate, in results of operations. Management believes these expenses are a material part of the Company’s operating results.
The information contained in this Current Report on Form 8-K and Exhibit 99.1 hereto 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, nor shall it be deemed incorporated by reference to any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
|
Description |
|
|
|
|
Press Release by Peraso Inc. dated August 11, 2025 | |
104 |
|
The cover page of this Current Report on Form 8-K, formatted in Inline XBRL |
| 3 |
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: August 11, 2025 | By: | /s/ James Sullivan | |
|
|
James Sullivan | |
| Chief Financial Officer | |||
| 4 |
EXHIBIT 99.1
Peraso Announces Second Quarter 2025 Results
mmWave product revenue increased 45% sequentially
and over 200% year-over-year
SAN JOSE, Calif., August 11, 2025 – Peraso Inc. (NASDAQ: PRSO) (“Peraso” or the “Company”), a pioneer in mmWave wireless technology solutions, today announced financial results for the second quarter ended June 30, 2025.
Management Commentary
“Second quarter shipments reflected increased demand, as we continued to ramp shipments of our mmWave products,” commented Ron Glibbery, CEO of Peraso. “Highlighting the sustained market leadership of our 60 GHz solutions, we recently achieved a significant milestone having surpassed two million cumulative shipments of our mmWave devices.
“Also notable during the quarter, a leading partner, Tachyon Networks, selected Peraso’s mmWave module to power its latest 60 GHz fixed wireless solution for cost-effective deployments of fiber-class broadband in both urban and rural markets. Additionally, we delivered our first production shipments of advanced 60 GHz wireless solutions for a mission-critical defense application to our lead customer in the tactical communications market. We also demonstrated progress toward broadening our market reach, as we shipped a production order in support of a customer’s wireless video system for classroom environments, expanding our served addressable market into education applications.
“Looking ahead, we are focused on continuing to ramp production shipments in support of an expanding customer base for our mmWave solutions, while also maintaining disciplined expense management. Based on our existing pipeline of customer engagements, as well as growing order backlog, we anticipate continued sequential growth and record revenue contribution from our mmWave products in the third quarter of 2025.”
Second Quarter 2025 Financial Results
Total net revenue for the second quarter of 2025 was $2.2 million, compared with $3.9 million in the prior quarter and $4.2 million in the same quarter a year ago. Product revenue for the second quarter of 2025 was $2.2 million, compared with $3.8 million in the prior quarter and $4.1 million in the same quarter a year ago. The decrease in total revenue was primarily attributable to the completion of end-of-life shipments of memory IC products during the quarter ended March 31, 2025, partially offset by growth in shipments of mmWave products.
GAAP gross margin for the second quarter of 2025 was 48.3%, compared with 69.3% in the prior quarter and 55.5% in the same quarter a year ago. On a non-GAAP basis, gross margin for the second quarter of 2025 was also 48.3%, compared with 69.3% in the prior quarter and 68.8% in the same quarter a year ago. The decrease in GAAP gross margin for the second quarter of 2025 compared with the prior periods was primarily attributable to revenue mix being comprised entirely of mmWave products and solutions.
| 1 |
Total operating expenses on a GAAP basis for the second quarter of 2025 were $2.9 million, compared with $3.2 million in the prior quarter and $6.8 million in the same quarter a year ago. Operating expenses on a non-GAAP basis for the second quarter of 2025, which excluded stock-based compensation and severance expenses and amortization of intangible assets, were $2.7 million compared with $3.1 million in the prior quarter and $5.0 million in the same quarter a year ago. Operating expenses on both a GAAP and non-GAAP basis for the second quarter of 2024 included $1.6 million of charges for software license obligations. The sequential decrease in second quarter 2025 operating expenses on a GAAP basis was primarily attributable to reduced stock-based compensation expense and amortization expense related to intangible assets fully amortized as of December 31, 2024. The year-over-year decrease in second quarter 2025 operating expenses on a GAAP basis was primarily attributable to the software license obligations recorded in 2024, reduced stock-based compensation expense and amortization expense related to intangible assets fully amortized as of December 31, 2024.
GAAP net loss for the second quarter of 2025 was $1.8 million, or ($0.31) per share, compared with a net loss of $0.5 million, or ($0.08) per share, in the prior quarter and a net loss of $4.4 million, or ($1.88) per share, in the second quarter 0f 2024. Non-GAAP net loss, which also excludes the change in fair value of warrant liabilities, for the second quarter of 2025 was $1.7 million, or ($0.28) per share, compared with a net loss of $0.4 million, or ($0.07) per share, in the prior quarter and a net loss of $2.1 million, or ($0.88) per share, in the second quarter of 2024.
Adjusted EBITDA for the second quarter of 2025 was negative $1.6 million, compared with negative $0.3 million in the prior quarter and negative $1.9 million in the same quarter last year.
A reconciliation of GAAP to non-GAAP results and GAAP net loss to Adjusted EBITDA is provided in the financial statement tables following the text of this press release.
Business Outlook
The Company expects total net revenue for the third quarter of 2025 to be in the range of $2.8 million to $3.1 million.
Earnings Conference Call and Webcast Information
Ron Glibbery, CEO, and Jim Sullivan, CFO, will host a conference call and webcast with slides today, August 11, at 1:30 p.m. Pacific Time (4:30 p.m. Eastern Time).
Date: Monday, August 11, 2025
Time: 1:30 p.m. Pacific Time (4:30 p.m. Eastern Time)
Conference Call Number: 1-888-506-0062
International Call Number: +1-973-528-0011
Participant Access Code: 367678
Webcast and Slides: Click Here
For those unable to listen to the live Web broadcast, it will be archived on the Company’s website, and can be accessed by visiting the Company’s investor page at https://investors.perasoinc.com/events-presentations. A replay of the conference call will also be available through August 18, 2025, and can be accessed by calling 1-877-481-4010, and using passcode 52752. International callers should dial 1-919-882-2331 and enter the same passcode at the prompt. Any supporting materials referenced during the live broadcast will be made available in the Investor Relations section of the Company’s website following the conclusion of the conference call.
| 2 |
Use of Non-GAAP Financial Measures
To supplement Peraso’s consolidated financial statements presented in accordance with GAAP, Peraso uses non-GAAP financial measures that exclude from the statement of operations the effects of stock-based compensation, amortization of reported intangible assets, severance costs, and the change in fair value of warrant liabilities. Peraso’s management believes that the presentation of these non-GAAP financial measures is useful to investors and other interested persons because they are one of the primary indicators that Peraso’s management uses for planning and forecasting future performance. The press release also makes reference to and reconciles GAAP net income (loss) and adjusted EBITDA, which the Company defines as GAAP net income (loss) before interest expense, the income tax provision, and depreciation and amortization, as well as stock-based compensation, amortization of reported intangible assets, severance costs, and the change in fair value of warrant liabilities. Management believes that the presentation of non-GAAP financial measures that exclude these items is useful to investors because management does not consider these charges part of the day-to-day business or reflective of the core operational activities of the Company that are within the control of management or that would be used to evaluate management’s operating performance.
Investors are encouraged to review the reconciliations of these non-GAAP financial measures to the comparable GAAP results, which are provided in tables below the Condensed Consolidated Statements of Operations. The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations to those financial statements should be carefully evaluated. The non-GAAP financial measures used by the Company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies. For additional information regarding these non-GAAP financial measures, and management’s explanation of why it considers such measures to be useful, refer to the Current Report on Form 8-K dated August 11, 2025, that the Company filed with the Securities and Exchange Commission.
Forward-Looking Statements
This press release may contain forward-looking statements about the Company, including, without limitation, the Company’s expectations regarding growth prospects for the Company’s products and the Company’s 2025 revenue and gross margin trends. Forward-looking statements are based on certain assumptions and expectations of future events that are subject to risks and uncertainties. Actual results and trends may differ materially from historical results or those projected in any such forward-looking statements depending on a variety of factors. These factors include, but are not limited, to the following:
|
| · | the Company’s ability to continue as a going concern; |
|
| · | the Company’s ability to raise additional capital to fund its operations; |
|
| · | the Company’s ability to maintain compliance with the continued listing requirements and standards of the Nasdaq Stock Market; |
|
| · | risks related to the process of reviewing and exploring potential strategic alternatives, which may be time-consuming, distracting, and disruptive to the Company’s business operations; |
|
| · | annual expense savings expected from the Company’s cost reduction initiatives; |
|
| · | the timing of customer orders and product shipments; |
|
| · | risks related to pandemics, wars and terrorist activities that may have an adverse impact on the Company’s business and financial results and result in component shortages and increased lead times that may negatively impact the Company’s ability to ship its products; |
| 3 |
|
| · | inflationary and tariff risks; |
|
| · | customer concentrations and length of billing and collection cycles, which may be impacted in the event of a global recession or economic downturn; |
|
| · | lengthy sales cycle; |
|
| · | ability to enhance the Company’s existing proprietary technologies and develop new technologies; |
|
| · | achieving additional design wins for the Company’s products through the acceptance and adoption of its technology by potential customers and their suppliers; |
|
| · | difficulties and delays in the production, testing and marketing of the Company’s products; |
|
| · | reliance on manufacturing partners to assist successfully with the fabrication of and production of the Company’s products; |
|
| · | impacts of the end-of-life of the Company’s memory products; |
|
| · | availability of quantities of the Company’s products supplied by its manufacturing partners at a competitive cost; |
|
| · | level of intellectual property protection provided by the Company’s patents, the expenses and other consequences of litigation, including intellectual property infringement litigation, to which the Company may be or may become a party from time to time; |
|
| · | vigor and growth of markets served by the Company’s customers and its operations; and |
|
| · | other risks identified in the Company’s public filings it makes with the Securities and Exchange Commission. |
Peraso does not intend to update publicly any forward-looking statement for any reason, except as required by law, even as new information becomes available or other events occur in the future.
About Peraso Inc.
Peraso Inc. (NASDAQ: PRSO) is a pioneer in high-performance 60 GHz unlicensed and 5G mmWave wireless technology, offering chipsets, antenna modules, software and IP. Peraso supports a variety of applications, including fixed wireless access, immersive video and factory automation. For additional information, please visit www.perasoinc.com.
Company Contact:
Jim Sullivan, CFO
Peraso Inc.
P: 408-418-7500
E: jsullivan@perasoinc.com
Investor Relations Contacts:
Shelton Group
Brett L. Perry | Leanne K. Sievers
P: 214-272-0070
E: sheltonir@sheltongroup.com
| 4 |
| 5 |
| 6 |
| 7 |
| 8 |
| 9 |