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): May 2, 2025

000-32929

(Commission File 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:

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 1.01 Entry into a Material DefinitiveAgreement.

On May 2, 2025, Peraso Inc. (the “Company”) extended the expiration date of its outstanding Series C warrants (the “Series C Warrants”) to 5:00 p.m. (New York City time) on August 4, 2025, by entering into an amendment (the “Amendment”) with each holder of the Series C Warrants.

The Series C Warrants to purchase up to an aggregate

of 2,246,030 shares of the Company’s common stock, par value $0.001 per share, were issued on November 6, 2024 pursuant to the terms of certain inducement offer letter agreements, each dated November 5, 2024, by and between the Company and each holder of the Series C Warrants. The Series C Warrants have an exercise price of $1.61 per share and would otherwise have expired at 5:00 p.m. (New York City time) on May 6, 2025.

The resale of the shares of common stock issuable upon exercise of the Series C Warrants has been registered pursuant to the Company’s registration statement on Form S-3 (File No. 333-283573), which was declared effective by the Securities and Exchange Commission on December 10, 2024.

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 form of Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.03 Material Modification to Rights ofSecurity Holders.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.03.

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 TO SERIES C COMMON STOCK PURCHASEWARRANT

This AMENDMENT TO SERIES C COMMON STOCK PURCHASE WARRANT (this “Amendment”) is entered into as of May __, 2025 (the “EffectiveDate”), by and between Peraso Inc., a Delaware corporation (the “Company”), and the holder (the “Holder”) of the Warrant (as defined below). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Warrant.

WHEREAS, on November 6, 2024, the Company issued a Series C Common Stock Purchase Warrant to the Holder, which entitles the Holder to purchase shares of common stock of the Company pursuant to the terms and conditions therein (as amended, modified, supplemented, or restated from time to time, the “Warrant”); and

WHEREAS, the parties hereto desire to amend the Warrant as provided herein to extend the Termination Date of the Warrant.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree that:

[Signature page follows]

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

[Signature Page to Amendment to Series C CommonStock Purchase Warrant]