Form SC 13G - Statement of acquisition of beneficial ownership by individuals
February 07 2024 - 3:00PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
PERASO
INC.
(Name
of Issuer)
COMMON
STOCK, PAR VALUE $0.001
(Title
of Class of Securities)
71360T101
(CUSIP
Number)
February
6, 2024
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule
13d-1(b)
☒ Rule
13d-1(c)
☐ Rule
13d-1(d)
| * | The
remainder of this cover page shall be filled out for a reporting person’s initial filing
on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page. |
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 71360T101
1. |
Names
of Reporting Persons
Brio
Capital Master Fund Ltd. |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐ |
3. |
SEC
Use Only
|
4. |
Citizenship
or Place of Organization
Cayman
Islands |
Number
of Shares
Beneficially
Owned
By
Each Reporting
Person
With: |
5. |
Sole
Voting Power
120,000
shares of common stock(1) (2) |
6. |
Shared
Voting Power
0 |
7. |
Sole
Dispositive Power
120,000
shares of common stock(1) (2) |
8. |
Shared
Dispositive Power
0 |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
120,000
shares of common stock(1) (2) |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ☒
See
footnote (2) below. (See Instructions)
|
11. |
Percent
of Class Represented by Amount in Row (9)
9.97%(3) |
12. |
Type
of Reporting Person (See Instructions)
CO |
| (1) | Brio
Capital Management LLC, is the investment manager of Brio Capital Master Fund Ltd. and has the voting and investment discretion over
securities held by Brio Capital Master Fund Ltd. Shaye Hirsch, in his capacity as Managing Member of Brio Capital Management LLC, makes
voting and investment decisions on behalf of Brio Capital Management LLC in its capacity as the investment manager of Brio Capital Master
Fund Ltd. |
| (2) | Includes
120,000 shares of common stock. This amount excludes shares issuable upon exercise of the Warrants, Series A Warrants and Series B Warrants
since each of these Warrants are not exercisable when holder beneficially owns in excess of 4.99% of the outstanding shares. |
| (3) | Percentage
calculation is based on 1,203,838 shares of common stock outstanding as of February 6, 2024, as reported on a company press release,
dated February 6, 2024, reporting on a company underwritten public offering. |
CUSIP
No. 71360T101
1. |
Names
of Reporting Persons
Brio
Capital Management LLC |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐ |
3. |
SEC
Use Only
|
4. |
Citizenship
or Place of Organization
Delaware,
United States |
Number
of Shares
Beneficially
Owned
By
Each Reporting
Person
With: |
5. |
Sole
Voting Power
120,000
shares of common stock(4)(5) |
6. |
Shared
Voting Power
0 |
7. |
Sole
Dispositive Power
120,000
shares of common stock(4)(5) |
8. |
Shared
Dispositive Power
0 |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
120,000
shares of common stock(4)(5) |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ☒
See
footnote (5) below. (See Instructions)
|
11. |
Percent
of Class Represented by Amount in Row (9)
9.97%(6) |
12. |
Type
of Reporting Person (See Instructions)
CO |
| (4) | The
shares reported above are held by Brio Capital Master Fund Ltd. Brio Capital Management LLC, is the investment manager of Brio Capital
Master Fund Ltd. and has the voting and investment discretion over securities held by Brio Capital Master Fund Ltd. Shaye Hirsch, in
his capacity as Managing Member of Brio Capital Management LLC, makes voting and investment decisions on behalf of Brio Capital Management
LLC in its capacity as the investment manager of Brio Capital Master Fund Ltd. Brio Capital Management LLC and Shaye Hirsch disclaim
beneficial ownership over the shares held by Brio Capital Master Fund Ltd., except to the extent of any pecuniary interest therein. |
| (5) | Includes
120,000 shares of common stock. This amount excludes shares issuable upon exercise of the Warrants, Series A Warrants and Series B Warrants
since each of these Warrants are not exercisable when holder beneficially owns in excess of 4.99% of the outstanding shares. |
| (6) | Percentage
calculation is based on 1,203,838 shares of common stock outstanding as of February 6, 2024, as reported on a company press release,
dated February 6, 2024, reporting on a company underwritten public offering. |
Item
1(a). |
Name
of Issuer |
|
|
|
Peraso
Inc. (the “Issuer”) |
|
|
Item
1(b). |
Address
of the Issuer’s Principal Executive Offices |
|
|
|
2309
Bering Dr.
San
Jose, CA 95131 |
|
|
Item
2(a). |
Names
of Persons Filing |
|
|
This
Schedule 13G is filed jointly by:
Brio
Capital Master Fund Ltd.
Brio
Capital Management LLC
The
foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.” Information with respect
to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or
completeness of the information furnished by another Reporting Person.
Each
Reporting Person expressly declares that neither the filing of this statement nor anything herein shall be construed as an admission
that such Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any
securities covered by this statement.
Item
2(b). |
Address
of the Principal Business Office, or if none, Residence: |
|
|
|
c/o
Brio Capital Management LLC, 100 Merrick Road, Suite 401 W. Rockville Center, NY 11570. |
|
|
Item
2(c). |
Citizenship |
Brio
Capital Master Fund Ltd. – Cayman Islands
Brio Capital Management LLC – United States
Item
2(d). |
Title
of Class of Securities |
|
|
|
Common
Stock, $0.001 par value per share. |
|
|
Item
2(e). |
CUSIP
Number |
|
|
|
71360T101 |
|
|
Item
3. |
If
this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the
person filing is a: |
|
☐ |
(a)
Broker or Dealer registered under Section 15 of the Exchange Act. |
|
|
|
|
☐ |
(b)
Bank as defined in Section 3(a)(b) or the Exchange Act. |
|
|
|
|
☐ |
(c)
Insurance company as defined in Section 3(a)(19) of the Exchange Act. |
|
|
|
|
☐ |
(d)
Investment company registered under Section 8 of the Investment Company Act. |
|
☐ |
(e)
An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e). |
|
|
|
|
☐ |
(f)
An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f). |
|
|
|
|
☐ |
(g)
A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g). |
|
|
|
|
☐ |
(h)
A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act. |
|
|
|
|
☐ |
(i)
A Church Plan that is excluded from the definition of an investment company under Section 3 (c)(14) of the Investment Company
Act. |
|
|
|
|
☐ |
(j)
Group, in accordance with Rule 13d-1 (b)(1)(ii)(j). |
|
|
|
|
|
Not
applicable |
Item
4. |
Ownership
The
information required by Items 4(a)-(c) is set forth in Rows 5-11 of each Cover Page and is incorporated herein by reference.
Each
Reporting Person expressly declares that neither the filing of this statement nor anything herein shall be construed as an admission
that such Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of
any securities covered by this statement. |
Item
5. |
Ownership
of Five Percent or Less of a Class |
|
|
|
Not
Applicable |
|
|
Item
6. |
Ownership
of More than Five Percent on Behalf of Another Person |
|
|
|
Not
Applicable |
|
|
Item
7. |
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control
Person |
|
|
|
Not
Applicable |
|
|
Item
8. |
Identification
and Classification of Members of the Group |
|
|
|
Not
Applicable |
|
|
Item
9. |
Notice
of Dissolution of Group |
|
|
|
Not
Applicable |
|
|
Item
10. |
Certification |
|
|
|
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities
solely in connection with a nomination under § 240.14a-11. |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
DATE: February
7, 2024
|
Brio Capital Master Fund Ltd.,
a Cayman Islands Exempted Company |
|
|
|
By: Brio Capital Management LLC,
its Investment Manager |
|
|
|
By: |
/s/ Shaye Hirsch |
|
|
Name: |
Shaye Hirsch |
|
|
Title: |
Managing Member |
|
|
|
Brio Capital Management LLC,
a Delaware limited liability company |
|
|
|
By: |
/s/ Shaye Hirsch |
|
|
Name: |
Shaye Hirsch |
|
|
Title: |
Managing Member |
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations
(See
18 U.S.C. 1001)
6
EXHIBIT
1
JOINT
FILING AGREEMENT
Each
of the undersigned agrees that (i) the statement on Schedule 13G relating to the Common Stock of PERASO INC. has been adopted
and filed on behalf of each of them, (ii) all future amendments to such statement on Schedule 13G will, unless written notice to the
contrary is delivered as described below, be jointly filed on behalf of each of them and (iii) the provisions of Rule 13d-1(k)(1) under
the Securities Exchange Act of 1934 shall apply to each of them. This agreement may be terminated with respect to the obligations to
jointly file future amendments to such statement on Schedule 13G as to any of the undersigned upon such person giving written notice
thereof to each of the other persons signatory hereto, at the principal office thereof.
DATED:
February 7, 2024
|
Brio Capital Master Fund Ltd.,
a Cayman Islands Exempted Company |
|
|
|
By: Brio Capital Management LLC,
its Investment Manager |
|
|
|
By: |
/s/ Shaye Hirsch |
|
|
Name: |
Shaye Hirsch |
|
|
Title: |
Managing Member |
|
|
|
Brio Capital Management LLC,
a Delaware limited liability company |
|
|
|
By: |
/s/ Shaye Hirsch |
|
|
Name: |
Shaye Hirsch |
|
|
Title: |
Managing Member |
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