Form 8-K - Current report

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 15, 2023

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)

2309 Bering Dr.

San Jose, California 95131

(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 3.03 Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information regarding the Reverse Stock Split (as defined below) contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 15, 2023, Peraso Inc. (the “Company”) filed an amendment to its Second Amended and Restated Certificate of Incorporation (as amended, the “Amended and Restated Certificate of Incorporation”) (the “Charter Amendment”), with the Secretary of State of Delaware to implement a 1-for-40 reverse stock split, such that every forty shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), will be combined into one issued and outstanding share of Common Stock, with no change in the $0.001 par value per share (the “Reverse Stock Split”).

The Reverse Stock Split and Charter Amendment will be effective at 4:01 p.m., Eastern Time, on January 2, 2024. The Company expects that upon the opening of trading on January 3, 2024, the Common Stock will begin trading on a post-split basis under CUSIP number 71360T200.

All equity awards outstanding and Common Stock reserved for issuance under the Company’s equity incentive plans and warrants outstanding immediately prior to the Reverse Stock Split will be appropriately adjusted by dividing the number of affected shares of Common Stock by 40 and, as applicable, multiplying the exercise price by 40, as a result of the Reverse Stock Split. Exchangeable shares, which can be converted to Common Stock at any time by their respective holders, will also be adjusted to reflect the Reverse Stock Split.

No fractional shares will be outstanding following the Reverse Stock Split. Holders of fractional shares will be entitled to receive, in lieu of any fractional share, the number of shares rounded up to the next whole number.

The foregoing description of the Charter Amendment is not complete and is subject to, and qualified in its entirety by, the complete text of the Charter Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K, and incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On December 15, 2023, the Company held its 2023 annual meeting of stockholders (the “Annual Meeting”), and a quorum for the transaction of business was present in person virtually or represented by proxy, which represented approximately 33.55% of the voting power of the Company’s outstanding shares of voting stock entitled to vote at the Annual Meeting. The Company’s stockholders voted on six proposals, which are described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on November 20, 2023, as supplemented on November 22, 2023 and December 12, 2023.

Summarized below are the final voting results for each proposal submitted to a vote of the stockholders at the Annual Meeting:

●	Proposal 1 - Election of directors to serve until the next annual meeting of stockholders.

	For	Withheld	Broker Non-Vote
Ronald Glibbery	6,996,507	606,725	2,002,760
Daniel Lewis	7,009,453	593,779	2,002,760
Ian McWalter	7,035,009	568,223	2,002,760
Andreas Melder	7,034,950	568,282	2,002,760
Robert Y. Newell	6,998,060	605,172	2,002,760

All of the foregoing candidates were elected to serve as directors until the next annual meeting of stockholders and until the election and qualification of his successor or his earlier resignation or removal.

●

Proposal 2 – Ratification of the audit committee’s appointment of Weinberg & Company, P.A. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

For		Against		Abstain		Broker Non-Vote
9,292,090		234,223		79,679		-

The foregoing proposal was approved.

●	Proposal 3 – Amendment of the Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Common Stock at a ratio to be determined by the Company’s board of directors (the “Board”) within one year of the date of the Annual Meeting.

For		Against		Abstain		Broker Non-Vote
8,690,660		826,936		88,396		-

The foregoing proposal was approved.

●	Proposal 4 – Approval, on an advisory basis, of the executive compensation of the Company’s named executive officers.

For		Against		Abstain		Broker Non-Vote
6,180,810		1,345,323		77,099		2,002,760

The foregoing non-binding proposal was approved.

●	Proposal 5 – Advisory vote on the frequency of future stockholder non-binding votes on compensation of the Company’s named executive officers.

One Year		Two Years		Three Years		Abstentions
1,948,497		38,040		5,369,247		247,448

Consistent with the Board’s recommendation, the Company’s stockholders, on an advisory basis, voted in favor of a three-year frequency of future advisory votes to approve the compensation of the Company’s named executive officers.

●	Proposal 6 – Approval of one or more adjournments of the Annual Meeting.

For		Against		Abstain		Broker Non-Vote
8,250,860		1,159,644		195,488		-

The foregoing proposal was approved.

Item 8.01 Other Events.

On December 19, 2023, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

3.1		Certificate of Amendment to Amended and Restated Certificate of Incorporation of Peraso Inc., filed with the Secretary of State of the State of Delaware on December 15, 2023.
99.1		Press Release by Peraso Inc. dated December 19, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 19, 2023	By:	/s/ James Sullivan
		James Sullivan Chief Financial Officer

Exhibit 3.1

CERTIFICATE OF AMENDMENT OF

RESTATED CERTIFICATE OF INCORPORATION OF PERASO INC.

Peraso Inc. (the “Corporation”), a corporation duly organized and existing under the General Corporation Law of the State of Delaware, does hereby certify that:

1. The Restated Certificate of Incorporation of the Corporation, filed with the Secretary of State of the State of Delaware on November 12, 2010, as amended on February 14, 2017, August 27, 2019 and December 15, 2021 (collectively referred to as the “Amended Restated Certificate”), is hereby amended by deleting paragraph (A) of Article IV of the Amended Restated Certificate in its entirety and substituting the following in lieu thereof:

“The Corporation shall be authorized to issue 140,000,000 shares of capital stock, of which 120,000,000 shares shall be shares of Common Stock, $0.001 par value (“Common Stock”) and 20,000,000 shares shall be shares of Preferred Stock, $0.01 par value (“Preferred Stock”) of which one (1) share, par value $0.01 per share, are designated “Series A Special Voting Preferred Stock” pursuant to the certificate of designation that created such series filed with the Secretary of State of the State of Delaware. Upon this Certificate of Amendment to the Restated Certificate of Incorporation of the Corporation becoming effective pursuant to the General Corporation Law of the State of Delaware (the “Effective Time”), every forty (40) shares of the Corporation’s common stock, par value $0.001 per share (the “Old Common Stock”), issued and outstanding immediately prior to the Effective Time, will be automatically reclassified as and converted into one (1) share of common stock, par value $0.001 per share, of the Corporation (the “New Common Stock”).

Notwithstanding the immediately preceding sentence, no fractional interest in a share of New Common Stock shall be issued to the holders of record of Old Common Stock in connection with the foregoing reclassification of shares of Old Common Stock, all of which shares of New Common Stock shall be rounded up to the nearest whole number of such shares. No stockholders will receive cash in lieu of fractional shares.

Each stock certificate that, immediately prior to the Effective Time, represented shares of Old Common Stock shall, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent that number of whole shares of New Common Stock into which the shares of Old Common Stock represented by such certificate shall have been reclassified (after giving effect to the rounding of fractional shares as set forth in the immediately preceding paragraph), provided, however, that each holder of record of a certificate that represented shares of Old Common Stock shall receive, upon surrender of such certificate, a new certificate representing the number of whole shares of New Common Stock into which the shares of Old Common Stock represented by such certificate shall have been reclassified.”

2. The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

3. This Certificate of Amendment shall become effective as of January 2, 2024 at 4:01 p.m. Eastern Time.

* * * *

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its officer thereunto duly authorized this day of December 15, 2023.

	PERASO INC.

	By:	/s/ Ronald Glibbery
	Name:	Ronald Glibbery
	Title:	Chief Executive Officer

Exhibit 99.1

Peraso Announces 1-for-40 Reverse Stock Split

SAN JOSE, Calif., December 19, 2023 – Peraso Inc. (NASDAQ: PRSO) (“Peraso” or the “Company”), a leader in mmWave technology, today announced that it will effect a 1-for-40 reverse stock split of its outstanding common stock. The reverse stock split will become effective at 4:01pm ET on January 2, 2024. The common stock is expected to begin trading on a split-adjusted basis on the Nasdaq Capital Market (“Nasdaq”) under the same symbol “PRSO” when the market opens on January 3, 2024, with the new CUSIP number 71360T200.

The reverse stock split was approved by the Company’s stockholders at the Company’s 2023 Annual Meeting, held on December 15, 2023. The reverse stock split is intended to increase the per share trading price of the Company’s common stock to satisfy the $1.00 minimum bid price requirement for continued listing on Nasdaq. The reverse stock split will reduce the number of outstanding shares of the Company’s common stock and exchangeable shares from approximately 30.7 million shares pre-reverse split to approximately 767,000 shares post-reverse split. The exchangeable shares can be converted to common stock at any time by their respective holders.

The number of authorized shares of common stock and the par value per share will remain unchanged. As a result of the reverse stock split, every 40 shares of the Company’s pre-reverse split common stock or exchangeable shares will be combined and reclassified into one share of common stock or exchangeable share, as applicable. Proportionate voting rights and other rights of such holders will not be affected by the reverse stock split. Holders of fractional shares will be entitled to receive the number of shares rounded up to the next whole number.

All equity awards outstanding and common stock reserved for issuance under the Company’s equity incentive plans and warrants outstanding immediately prior to the reverse stock split will be appropriately adjusted by dividing the number of affected shares of common stock by 40 and, as applicable, multiplying the exercise price by 40, as a result of the reverse stock split.

The Company’s transfer agent, Equiniti Trust Company, is acting as exchange agent for the reverse stock split and will send instructions to stockholders of record regarding the exchange of certificates for common stock for uncertificated shares of common stock. Stockholders owning shares via a broker or other nominee will have their positions automatically adjusted to reflect the reverse stock split, subject to the brokers’ particular processes, and will not be required to take any action in connection with the reverse stock split.

Additional information about the reverse stock split can be found in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission (SEC) on November 20, 2023, as supplemented on November 22, 2023 and December 12, 2023. The Proxy Statement is available at www.sec.gov or at the Company’s website at www.perasoinc.com. Additional information regarding this reverse stock split can be found in the Company’s Form 8-K to be filed with the SEC on or about December 19, 2023.

Forward-Looking Statements

This press release may contain forward-looking statements about the Company, including, without limitation, the Company’s expectations regarding anticipated compliance with Nasdaq’s minimum bid price rules. 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:

	●	our ability to continue as a going concern;

	●	our ability to raise additional capital to fund our operations;

	●	our ability to continue to meet Nasdaq’s listing standards;

	●	the process in which we engage to evaluate strategic alternatives;

	●	the terms, timing, structure, benefits and costs of any strategic transaction and whether one will be consummated at all;

	●	the impact of any strategic transaction on the Company;

	●	annual expense savings expected from the Company’s cost reduction initiatives;

	●	the timing of customer orders and product shipments;

	●	risks related to the lasting effects of the COVID-19 pandemic 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;

	●	inflationary 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 cycles;

	●	our ability to enhance our existing proprietary technologies and develop new technologies;

	●	achieving additional design wins for our products through the acceptance and adoption of our technology by potential customers and their suppliers;

	●	difficulties and delays in the production, testing and marketing of our products;

●

reliance on our manufacturing partners to assist successfully with the fabrication of our and production of our products;

	●	impacts of the end-of-life of our memory products;

	●	availability of quantities of our products supplied by our manufacturing partners at a competitive cost;

	●	level of intellectual property protection provided by our patents, the expenses and other consequences of litigation, including intellectual property infringement litigation, to which we may be or may become a party from time to time;

	●	vigor and growth of markets served by our customers and our operations; and

●

other risks identified in the Company’s public filings it makes with the SEC.

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. In addition, Peraso’s solutions for data and telecom networks focus on Accelerating Data Intelligence and Multi-Access Edge Computing, providing end-to-end solutions from the edge to the centralized core and into the cloud. 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| 949-224-3874

E: sheltonir@sheltongroup.com

Cover	Dec. 15, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 15, 2023
Current Fiscal Year End Date	--12-31
Entity File Number	000-32929
Entity Registrant Name	PERASO INC.
Entity Central Index Key	0000890394
Entity Tax Identification Number	77-0291941
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2309 Bering Dr.
Entity Address, City or Town	San Jose
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95131
City Area Code	408
Local Phone Number	418-7500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	PRSO
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false