Peraso Inc S-3/A, filed Dec 4, 2025
Peraso Inc. (PRSO)
As filed with the Securities and Exchange Commission on December 4, 2025
Registration No. 333-290776
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
| PERASO INC. |
| (Exact name of registrant as specified in its charter) |
| Delaware | 77-0291941 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
2033 Gateway Place, Suite 500
San Jose, California 95110
(408) 418-7500
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Ronald Glibbery
Chief Executive Officer
Peraso Inc.
2033 Gateway Place, Suite 500
San Jose, California 95110
(408) 418-7500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies of all communications to:
Blake Baron, Esq.
Mitchell Silberberg & Knupp LLP
437 Madison Avenue, 25th Floor
New York, NY 10022
(917) 546-7709
Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| 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 7(a)(2)(B) of Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Pre-Effective Amendment No. 1 (this “Amendment No. 1”) to the Registration Statement on Form S-3 of Peraso Inc. (File No. 333-290776), (the “Registration Statement”) is being filed as an exhibit-only filing to file an updated consent of Weinberg & Co., P.A., filed herewith as Exhibit 23.1 (the “Consent”). Accordingly, this Amendment No. 1 consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature page to the Registration Statement and the Consent filed herewith as Exhibit 23.1. The prospectus and the balance of Part II of the Registration Statement are unchanged and have been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits.
| * | Certain schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish copies of such omitted materials supplementally upon request by the SEC. |
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on December 4, 2025.
| Peraso Inc. | |||
| By: | /s/ James Sullivan | ||
| Name: | James Sullivan | ||
| Title: | Chief Financial Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| * | Chief Executive Officer and Director | December 4, 2025 | ||
| Ronald Glibbery | (principal executive officer) | |||
| /s/ James Sullivan | Chief Financial Officer | December 4, 2025 | ||
| James Sullivan | (principal financial and accounting officer) | |||
| * | Director | December 4, 2025 | ||
| Daniel Lewis | ||||
| * | Director | December 4, 2025 | ||
| Robert Y. Newell | ||||
| * | Director | December 4, 2025 | ||
| Ian McWalter | ||||
| * | Director | December 4, 2025 | ||
| Andreas Melder |
| *By: | /s/ James Sullivan | |
| James Sullivan | ||
| Attorney-In-Fact |
II-2
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in this Amendment No. 1 to Registration Statement on Form S-3 (File No. 333-290776) of our report dated March 28, 2025, relating to the consolidated financial statements of Peraso Inc. as of and for the years ending December 31, 2024 and 2023 (which report includes an explanatory paragraph regarding substantial doubt about the Company’s ability to continue as a going concern) included in Peraso Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission. We also consent to the reference to our firm under the caption “Experts” in such Registration Statement and related Prospectus.
/s/Weinberg & Company, P.A.
Los Angeles, California
December 4, 2025