8-K
Peraso Inc. (PRSO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934
Date of Report (Date of earliest event Reported):
September 8, 2025
| PERASO INC. |
|---|
| (Exact Name of Registrant as Specified in Charter) |
000-32929
(Commission File Number)
| Delaware | 77-0291941 |
|---|---|
| (State or Other Jurisdiction <br><br>of Incorporation) | (I.R.S. Employer <br><br>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<br><br>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 8.01 Other Events.
On September 8, 2025, Peraso Inc. (the “Company”) issued a press release providing an update on its ongoing strategic review process. The press release confirms that the Company has received letters from Mobix Labs, Inc. (“Mobix Labs”), dated September 4, 2025 and September 5, 2025, including, among other things, a revised unsolicited proposal to acquire the Company in a transaction involving both cash and stock consideration in an undetermined amount. In response to Mobix Labs’ continued interest and evolving communications, and consistent with its strategic review process, the Company has invited Mobix Labs to participate in a limited exploratory call. The Company has requested that any such discussion take place without the Company sharing any material non-public information and outside the bounds of a confidentiality agreement. The purpose of the call, if Mobix Labs agrees to proceed on those terms or on other mutually acceptable terms, would be to allow the Company to better understand Mobix Labs’ revised proposal and intentions. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release by Peraso Inc. dated September 8, 2025 |
| 104 | The cover page of this Current Report on Form 8-K formatted in Inline XBRL |
1
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: September 9, 2025 | By: | /s/ James Sullivan |
| James Sullivan | ||
| Chief Financial Officer |
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Exhibit 99.1
Peraso Provides Update on Strategic Review Processand Agrees to Limited Exploratory Call with Mobix Labs
SAN JOSE, CA / September 8, 2025 / Peraso Inc. (NASDAQ:PRSO) (“Peraso” or the “Company”), a pioneer in mmWave wireless technology solutions, today confirmed that it has received two further letters from Mobix Labs, Inc. (“Mobix Labs”) in connection with Mobix Labs’ unsolicited offer to acquire the Company.
Mobix Labs’ letter dated September 4, 2025 included a revised acquisition proposal involving a combination of cash and stock consideration in an undetermined amount. The September 4 letter reiterated Mobix Labs’ refusal to enter into a confidentiality agreement or receive material non-public information (“MNPI”), and requested a response by September 8, 2025.
Mobix Labs’ follow-up letter, dated September 5, 2025, stated that while Mobix Labs continues to oppose any standstill restrictions, it would be willing to consider a limited confidentiality arrangement to permit Peraso to share non-public information deemed reasonably necessary, provided that such arrangement does not include a standstill and does not indefinitely constrain Mobix Labs.
After careful consideration, in consultation with its legal and financial advisors, the Board of Directors of Peraso (the “Board”) has authorized a limited exploratory call with Mobix Labs. The Company has requested that any such discussion take place without Peraso sharing any MNPI and outside the bounds of a confidentiality agreement. The purpose of the call, if Mobix Labs agrees to proceed on those terms or on other mutually acceptable terms, would be to allow the Company to better understand Mobix Labs’ revised proposal and intentions.
The Company is aware of recent public statements by Mobix Labs regarding the Board’s responsiveness to its unsolicited proposal. The Board has remained open to engaging with all interested parties, including Mobix Labs, through a fair and disciplined process consistent with its fiduciary duties. The Company extended to Mobix Labs the same opportunity provided to other parties to participate under a customary mutual confidentiality agreement.
The Company continues to conduct a disciplined strategic review process focused on maximizing value for all stockholders. Multiple other parties have entered into customary mutual confidentiality agreements, including standard standstill provisions, and are actively participating in the process.
While Peraso remains open to evaluating any proposal that may enhance stockholder value, the Company will continue to pursue its review in a manner that is fair, consistent, and aligned with its fiduciary obligations.
About Peraso Inc.
Peraso Inc. (NASDAQ: PRSO) is a pioneer in high-performance 60 GHz unlicensed and 5G mmWave wireless technology, offering chipsets, modules, software, and IP. Peraso supports a variety of applications, including fixed wireless access, military, immersive video, and factory automation. For additional information, please visit www.perasoinc.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are intended to be covered by the “safe harbor” created by those sections. All statements in this release that are not based on historical fact are “forward-looking statements.” These statements may be identified by words such as “estimates,” “anticipates,” “projects,” “plans,” “strategy,” “goal,” or “planned,” “seeks,” “may,” “might”, “will,” “expects,” “intends,” “believes,” “could,” “should,” and similar expressions, or the negative versions thereof, and which also may be identified by their context. There can be no assurance that the Company will secure any strategic transaction or enter into negotiations with respect thereto.
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: risks related to the Company’s efforts to secure a strategic transaction, or obtain financing or pursue capital arrangements to support operations; risks associated with delays or deferrals of expenditures in order to conserve cash; risks related to the Company’s business as a result of the time necessary to review and explore strategic proposals, including the potential loss of customers, loss of revenue and other negative impacts from the time management must devote to these discussions; risks related to the loss of personnel; general acquisition-related risks, including costs and cash expenditures associated with exploring and executing a potential transaction; the Company’s continued compliance with the continued listing requirements and standards of the Nasdaq Stock Market; timing, receipt and fulfillment of customer orders associated with the Company’s mmWave products and solutions; anticipated use of mmWave by customers and intended users of the Company’s products; the availability and performance of Peraso’s products and solutions; the successful integration of Peraso’s products and technology with customer and third-party semiconductor, antenna and system solutions; reliance on manufacturing partners to assist successfully with the fabrication of the Company’s ICs and antenna modules; availability of quantities of ICs supplied by manufacturing partners at a competitive cost; level of intellectual property protection provided by the Company’s patents; vigor and growth of markets served by the Company’s customers and its operations; and other risks included in the Company’s SEC filings. Peraso undertakes no obligation 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.
Peraso and the Peraso logo are registered trademarks of PerasoInc. in the U.S. and/or other countries.
###
Company Contact:
Jim Sullivan, CFO
Peraso Inc.
P: 408-418-7500
E: jsullivan@perasoinc.com
SOURCE: Peraso Inc.