8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of 1934

Date of Report (Date of earliest event

Reported): October 3, 2024

000-32929

(Commission File 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:

Securities registered pursuant to Section 12(b) of the Act:

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 ofSecurity Holders.

On October 3, 2024, Peraso Inc. (the “Company”) extended the expiration date of its outstanding Series B warrants (CUSIP number 71360T 135) (the “Series B Warrants”) to 5:00 p.m. (New York City time) on November 8, 2024, by entering into a second amendment (the “Amendment”) to that certain Warrant Agency Agreement dated as of February 8, 2024 by and between the Company and the warrant agent, Equiniti Trust Company, LLC.

The Series B warrants to purchase up to an aggregate

of 3,974,520 shares of the Company’s common stock, par value $0.001 per share, were issued on February 8, 2024 as part of an underwritten public offering. The Company previously extended the expiration date of the Series B Warrants from 5:00 p.m. (New York City time) on August 8, 2024 to 5:00 p.m. (New York City time) on October 7, 2024. The Series B Warrants have an exercise price of $2.25 per share and would otherwise have expired at 5:00 p.m. (New York City time) on October 7, 2024.

The Series B Warrants and shares of common stock issuable upon exercise of the Series B Warrants are registered on the Company’s registration statement on Form S-1, as amended (File No. 333-276247), previously filed with and declared effective by the Securities and Exchange Commission.

The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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.

2

Exhibit 10.1

AMENDMENT #2 TO WARRANT AGENCY AGREEMENT

PERASO INC.

AND

EQUINITI TRUSTCOMPANY, LLC, AS WARRANT AGENT

This Amendment #2 to the Warrant Agency Agreement (this “Amendment #2”) is entered into as of October 3, 2024, by and between Peraso Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC (the “Warrant Agent”). All capitalized terms used herein shall have the meanings set forth in the Warrant Agency Agreement (as defined below), unless otherwise indicated.

WHEREAS, the Company and the Warrant Agent are parties to that certain Warrant Agency Agreement, dated as of February 8, 2024, as amended by that certain amendment dated as of August 6, 2024 (as so amended, the “Warrant Agency Agreement”), relating to, among other things, the issuance of Series B warrants to purchase shares of the Company’s common stock at an exercise price of $2.25 (the “SeriesB Warrants”), and

WHEREAS, pursuant to Section 20(a) of the Warrant Agency Agreement, the Company and the Warrant Agent desire to further amend the Warrant Agency Agreement to further extend the period for exercising the Series B Warrants from October 7, 2024 to November 8, 2024.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and with the intent to be legally bound, the parties hereto hereby agree as follows:

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment #2 to be duly executed as of the date first above written.