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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): August 1, 2023
Peraso Inc.
(Exact
name of registrant as specified in its charter)
Delaware |
|
000-32929 |
|
77-0291941 |
(State
or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
2309 Bering Dr.
San Jose, CA |
|
95131 |
(Address
of Principal Executive Offices) |
|
(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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As
previously reported, on February 1, 2023, Peraso Inc., a Delaware corporation (the “Company”), received written notice (the
“Notice”) from the Nasdaq Stock Market, LLC (“Nasdaq”) indicating that the bid price for the Company’s
common stock, par value $0.001 per share (the “Common Stock”), for the last 30 consecutive business days, had closed below
the minimum $1 per share and, as a result, the Company is not in compliance with the $1 minimum bid price requirement for the continued
listing on the Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”).
On
August 1, 2023, the Company received written notification from the Listing Qualifications Department of Nasdaq, granting the Company’s
request for a 180-day extension to regain compliance with the Bid Price Rule. The Company now has until January 29, 2024 to meet the
requirement. If at any time prior to January 29, 2024, the bid price of the Common Stock closes at $1 per share or more for a minimum
of 10 consecutive business days, the Company will regain compliance with the Bid Price Rule.
If
the Company does not regain compliance with the Bid Price Rule during the additional 180-day extension, Nasdaq will provide written notification
to the Company that its Common Stock will be delisted. At that time, the Company may appeal the relevant delisting determination to a
hearings panel pursuant to the procedures set forth in the applicable Nasdaq Listing Rules. However, there can be no assurance that,
if the Company does appeal the delisting determination by Nasdaq to the hearings panel, that such appeal would be successful.
The
Company will continue to monitor the closing bid price of the Common Stock and evaluate its available options to regain compliance with
the Bid Price Rule.
Nasdaq’s
extension notice has no immediate effect on the listing or trading of the Common Stock, which continues to trade on the Nasdaq Capital
Market under the ticker symbol, “PRSO.”
Item
7.01. Regulation FD Disclosure.
On
August 2, 2023, the Company issued a press release announcing its receipt of the 180-day extension to regain compliance with the Nasdaq
Bid Price Rule. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
In
accordance with General Instruction B.2 of Form 8-K, the information furnished under Item 7.01 of this Current Report on Form 8-K, including
Exhibit 99.1, is deemed to be “furnished” and shall not be deemed “filed” for the purpose of Section 18 of the
Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information and Exhibit be deemed incorporated
by reference into any filing under the Securities Act or the Exchange Act.
Cautionary
Note Regarding Forward-Looking Statements
This
Current Report on Form 8-K contains forward-looking statements, including, but not limited to, statements regarding the Company’s
ability to regain compliance with the Bid Price Rule, the Company’s intentions to actively monitor closing bid price of its Common
Stock and the Company’s plans to consider implementing available options to regain compliance with the Bid Price Rule, and the
Company’s intention to appeal any future delisting determination. The Company’s actual results and the timing of events could
differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, including the
risk that the Company may not meet the minimum bid price requirement during any compliance period or in the future, the risk that the
Company may not otherwise meet the requirements for continued listing under the Nasdaq Listing Rules, the risk that Nasdaq may not grant
the Company relief from delisting if necessary, the risk that the Company may not ultimately meet applicable Nasdaq requirements if any
such relief is necessary, among other risks and uncertainties. A further description of the risks and uncertainties relating to the business
of the Company is contained in the Company’s most recent annual report on Form 10-K, the Company’s quarterly reports on Form
10-Q, and Current Reports on Form 8-K, as well as any amendments thereto reflected in subsequent filings with the Securities and Exchange
Commission. The Company undertakes no duty or obligation to update any forward-looking statements contained in this report as a result
of new information, future events or changes in its expectations.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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 4, 2023 |
By: |
/s/ James
Sullivan |
|
|
James Sullivan |
|
|
Chief Financial Officer |
2
Exhibit 99.1
Peraso Receives 180-Day Extension to Regain
Compliance with Nasdaq Minimum Bid Price Rule
SAN JOSE, Calif., August 2, 2023 – Peraso
Inc. (NASDAQ: PRSO) (“Peraso” or the “Company”), a leader in mmWave technology for 60 GHz unlicensed and 5G licensed
networks, today announced the Company received written notification from the Listing Qualifications Department of The Nasdaq Stock Market
LLC (“Nasdaq”), granting the Company’s request for a 180-day extension to regain compliance with Nasdaq’s minimum
bid price requirement under Nasdaq Listing Rule 5810(c)(3)(A) (the “Bid Price Rule”). The Company now has until January 29,
2024 to meet the requirement. If at any time prior to January 29, 2024, the bid price of the Company’s common stock closes at $1.00
per share or more for a minimum of 10 consecutive business days, the Company will regain compliance with the Bid Price Rule.
If the Company does not regain compliance with
the Bid Price Rule during the additional 180-day extension, Nasdaq will provide written notification to the Company that its common stock
will be delisted. At that time, the Company may appeal the relevant delisting determination to a Hearings Panel pursuant to the procedures
set forth in the applicable Nasdaq Listing Rules. However, there can be no assurance, if the Company does appeal the delisting determination
by Nasdaq to the hearings panel, that such appeal would be successful.
The Company will continue to monitor the closing
bid price of its common stock and evaluate its available options to regain compliance with the Bid Price Rule.
Nasdaq’s extension notice has no immediate
effect on the listing or trading of the Company’s common stock, which continues to trade on the Nasdaq Capital Market under the ticker
symbol, “PRSO.”
Safe Harbor/Forward-Looking Statements
This press release contains “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s
ability to regain compliance with the Bid Price Rule, the Company’s plans to consider implementing available options to regain compliance
with the Bid Price Rule, and the Company’s intention to appeal any future delisting determination. These forward-looking statements
are subject to risks and uncertainties that may cause actual results to differ materially, including the risk that the Company may not
meet the minimum bid price requirement during any compliance period or in the future, the risk that the Company may not otherwise meet
the requirements for continued listing under the Nasdaq Listing Rules, the risk that Nasdaq may not grant the Company relief from delisting
if necessary, the risk that the Company may not ultimately meet applicable Nasdaq requirements if any such relief is necessary and other
risks detailed from time to time in the Company’s filings with the Securities and Exchange Commission, and represent views only
as of the date they are made and should not be relied upon as representing views as of any subsequent date. The Company does not assume
any obligation to update any forward-looking statements.
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.
Peraso and the Peraso logo are registered trademarks
of Peraso Inc. in the U.S. and/or other countries.
Investor Relations Contact
Shelton Group
Brett Perry
214-272-0070
sheltonir@sheltongroup.com
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