Peraso Inc 8-K, filed Nov 12, 2026
Peraso Inc. (PRSO)
About this 8-K
Peraso Inc filed this 8-K on November 12, 2026.
Peraso Inc. reported net revenue of $0.3 million and GAAP net loss of $2.7 million for the third quarter ended September 30, 2026. It received an October production order exceeding $2 million and completed a private placement generating approximately $10 million. AI summary
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
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FORM
CURRENT REPORT
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Item 2.02 Results of Operations and Financial Condition.
On November 12, 2026, Peraso Inc. (the “Company”) issued a press release announcing its financial results for the three months ended September 30, 2026. A copy of this press release is furnished as Exhibit 99.1 to this report. The press release should be read in conjunction with the cautionary language regarding forward-looking statements, which are included in the text of the release.
In addition to disclosing financial results calculated in accordance with U.S. generally accepted accounting principles (“GAAP”), management also presents information regarding the Company’s performance over comparable periods based on cost of net revenue, operating expenses (research and development and sales, general and administrative), operating income (loss), net income (loss) and net income (loss) per share, exclusive of stock-based compensation and the change in fair value of warrant liabilities, as well as adjusted EBITDA. Because management discloses financial measures calculated without taking into account these items, these financial measures are characterized as “non-GAAP financial measures” under Securities and Exchange Commission rules.
Stock-based compensation charges represent non-cash charges related to equity awards granted by the Company. Although these are recurring charges to the Company’s operations, management believes the measurement of these amounts can vary considerably from period to period and depend substantially on factors that are not a direct consequence of operating performance that is within management’s control. Thus, management believes that excluding these charges facilitates comparisons of the Company’s operational performance in different periods, as well as with similarly determined non-GAAP financial measures of comparable companies.
The Company’s non-GAAP financial measures also exclude the change in fair value of warrant liabilities. In November 2022 and June 2023, the Company issued warrants to an investor in registered direct offerings. These warrants were initially recorded at fair value and are re-valued at each reporting date, with changes in the fair value reported in the statement of operations. The change in the fair value of the warrant liabilities is recorded as other income (expense) in the consolidated statements of operations. Management excludes the change in fair value of warrant liabilities because it is a non-cash item driven primarily by changes in the market price of the Company’s common stock and other valuation inputs rather than by the Company’s operating performance, and excluding it facilitates comparisons of the Company’s operating results across periods.
Adjusted EBITDA is GAAP net income (loss), as reported on the Company’s consolidated statements of operations, excluding stock-based compensation, changes in fair value of warrant liabilities, interest expense, depreciation and amortization and the provision (benefit) for income taxes. Management believes adjusted EBITDA is useful to investors because it excludes non-cash charges and other items that management does not consider indicative of the Company’s core operating performance, facilitating period-to-period comparisons.
Management and the Company’s board of directors use these non-GAAP financial measures, including adjusted EBITDA, together with the Company’s results calculated in accordance with GAAP, to assess the business and compare operating results to the Company’s performance objectives. For example, the Company’s budgeting and planning process utilizes these non-GAAP financial measures.
The Company discloses these non-GAAP financial measures to the public as an additional means by which investors can assess the Company’s performance and to identify the Company’s operating results for investors on the same basis applied by management. The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations to those financial statements should be carefully evaluated. The non-GAAP financial measures used by the Company may be calculated differently from, and, therefore, may not be comparable to, similarly titled measures used by other companies. The Company has furnished reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures in the press release furnished as Exhibit 99.1.
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Moreover, although these non-GAAP financial measures adjust expense, they should not be viewed as a pro-forma presentation reflecting the elimination of the underlying share-based compensation programs, which are an important element of the Company’s compensation structure. GAAP requires that all forms of share-based payments should be valued and included, as appropriate, in results of operations. Management believes these expenses are a material part of the Company’s operating results.
The information contained in this Current Report on Form 8-K and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release by Peraso Inc. dated November 12, 2026 | |
| 104 | The cover page of this Current Report on Form 8-K formatted in Inline XBRL |
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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: November 12, 2026 | By: | /s/ Ronald Glibbery | |
| Name: | Ronald Glibbery | ||
| Title: | Chief Executive Officer and Interim Chief Financial Officer | ||
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Exhibit 99.1
Peraso Announces Third Quarter 2026 Results
SAN JOSE, Calif., Nov. 12, 2026 – Peraso Inc. (NASDAQ: PRSO) (“Peraso” or the “Company”), a leader in high-performance 60 GHz wireless technology, today announced financial results for the third quarter ended September 30, 2026.
Management Commentary
“Our third-quarter results reflected the previously indicated headwinds from irregular order patterns among our customers in the fixed wireless access market. That said, we have begun to see early signs of renewed customer demand in the fourth quarter,” said Ron Glibbery, CEO of Peraso. “Most notably, in October we received a production order exceeding $2 million for a 60 GHz fixed wireless access deployment—representing the largest FWA order received in the last six quarters.”
“In addition, we have continued to make meaningful progress advancing multiple strategic initiatives that will be key to unlocking our future growth. During the quarter, we introduced our PRM2145 jam-resistant communications module, specifically designed for UAV and defense applications. We also showcased our technology at the 11th Annual UAV Technology Conference, and we recently demonstrated high-speed 60 GHz connectivity for applications in humanoid robots. Collectively, these developments further highlight the differentiated advantages of our 60 GHz mmWave platform—particularly its stealthy, anti-jamming, and high-capacity characteristics—in defense, tactical, UAV, and autonomous Edge AI applications.
“Looking forward, we believe the breadth of our customer engagements, and the growing recognition of 60 GHz technology, positions Peraso to return to revenue growth beginning in the fourth quarter. Additionally, the recently completed private placement with Nant Capital, LLC, which generated gross proceeds of approximately $10 million meaningfully strengthens our financial position and provides working capital to support, among other things, the development and commercialization of our advanced drone communications solutions. With this strengthened financial position, our board of directors has concluded its previously disclosed review of strategic alternatives. Our focus remains on converting a growing number of opportunities into design wins and production orders in support of driving top-line growth.”
Third Quarter 2026 Financial Results
Total net revenue for the third quarter of 2026 was $0.3 million, compared with $1.3 million in the prior quarter and $3.2 million in the same quarter a year ago. Product revenue for the third quarter of 2026 was $0.3 million, compared with $1.2 million in the prior quarter and $3.1 million in the same quarter a year ago. The decrease in product revenue for the third quarter of 2026 was attributable to reduced shipments of mmWave products to fixed wireless access customers.
Gross margin for the third quarter of 2026 was 78.5%, compared with 63.7% in the prior quarter and 56.2% in the same quarter a year ago. The sequential and year-over-year increase in gross margin was primarily attributable to a more favorable mix of mmWave product revenue and a one-time benefit of approximately $55,000 from the reversal of an inventory-related accrual.
Total operating expenses on a GAAP basis for the third quarter of 2026 were $2.9 million, compared with $3.1 million in the prior quarter and $3.0 million in the same quarter a year ago. Operating expenses on a non-GAAP basis for the third quarter of 2026, which excluded stock-based compensation, were $2.7 million, compared with $2.9 million in both the prior quarter and the third quarter of 2025.
GAAP net loss for the third quarter of 2026 was $2.7 million, or ($0.18) per share, compared with a net loss of $2.2 million, or ($0.16) per share, in the prior quarter, and a net loss of $1.2 million, or ($0.17) per share, in the third quarter of 2025. Non-GAAP net loss, which excludes stock-based compensation and changes in fair value of warrant liabilities, for the third quarter of 2026 was $2.5 million, or ($0.16) per share, compared with a net loss of $2.1 million, or ($0.15) per share, in the prior quarter and a net loss of $1.1 million, or ($0.15) per share, in the third quarter of 2025.
Adjusted EBITDA for the third quarter of 2026 was negative $2.4 million, compared with negative $2.0 million in the prior quarter and negative $1.0 million in the same quarter last year.
A reconciliation of GAAP to non-GAAP results and GAAP net loss to Adjusted EBITDA is provided in the financial statement tables following the text of this press release.
Earnings Conference Call and Webcast Information
Management will host a conference call and webcast with slides today, November 12th, at 2:00 p.m. Pacific Time.
Date: Thursday, November 12, 2026
Time: 2:00 p.m. Pacific Time (5:00 p.m. Eastern Time)
Conference Call Number: 1-888-506-0062
International Call Number: +1-973-528-0011
Participant Access Code: 560301
Webcast and Slides: Click Here
For those unable to listen to the live Web broadcast, it will be archived on the Company’s website, and can be accessed by visiting the Company’s investor page at https://investors.perasoinc.com/events-presentations. A replay of the conference call will also be available through November 19, 2026 and can be accessed by calling 1-877-481-4010, and using passcode 54574. International callers should dial 1-919-882-2331 and enter the same passcode at the prompt. Any supporting materials referenced during the live broadcast will be made available in the Investor Relations section of the Company’s website following the conclusion of the conference call.
Use of Non-GAAP Financial Measures
To supplement Peraso’s condensed consolidated financial statements presented in accordance with GAAP, Peraso uses non-GAAP financial measures that exclude from the statement of operations the effects of stock-based compensation and the change in fair value of warrant liabilities. Peraso’s management believes that the presentation of these non-GAAP financial measures is useful to investors and other interested persons because they are among the primary indicators that Peraso’s management uses for planning and forecasting future performance. The press release also makes reference to and reconciles GAAP net income (loss) and adjusted EBITDA, which the Company defines as GAAP net income (loss) before interest expense, the income tax provision, and depreciation and amortization, as well as stock-based compensation and the change in fair value of warrant liabilities. Management believes that the presentation of non-GAAP financial measures that exclude these items is useful to investors because management does not consider these charges part of the day-to-day business or reflective of the core operational activities of the Company that are within the control of management or that would be used to evaluate management’s operating performance. In particular, management excludes the change in fair value of warrant liabilities because it is a non-cash item driven primarily by changes in the market price of Peraso’s common stock and other valuation inputs rather than by Peraso’s operating performance.
Investors are encouraged to review the reconciliations of these non-GAAP financial measures to the comparable GAAP results, which are provided in tables below the Condensed Consolidated Statements of Operations. The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations to those financial statements should be carefully evaluated. The non-GAAP financial measures used by the Company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies. For additional information regarding these non-GAAP financial measures, and management’s explanation of why it considers such measures to be useful, refer to the Current Report on Form 8-K dated November 12, 2026 furnished by the Company to the Securities and Exchange Commission.
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Forward-Looking Statements
This press release contains forward-looking statements about the Company, including, without limitation, the Company’s expectations regarding growth prospects for the Company’s products and the Company’s revenue and gross margin trends. 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 the following:
| ● | the effect of Nant Capital, LLC’s significant ownership position and board designation rights on the Company and its other stockholders; |
| ● | the Company’s ability to raise additional capital to fund its operations; |
| ● | the Company’s ability to regain compliance with the continued listing requirements and standards of the Nasdaq Stock Market; |
| ● | the timing of customer orders and product shipments, which may be impacted by supply chain disruptions experienced by the Company or its customers; |
| ● | the risk that the performance characteristics of the Company’s technology, including with respect to jam-resistance and low probability of intercept/detection, may not be replicated in actual field conditions, third-party testing, or customer deployments; |
| ● | changes in defense spending priorities, government budget constraints, military procurement policy, or geopolitical developments that could reduce or delay demand for the Company’s technologies in military and government applications; |
| ● | the risk that the Company’s products or technology may be subject to U.S. export control laws and regulations, including EAR or ITAR, and that compliance or non-compliance may limit the addressable market or expose the Company to civil or criminal penalties; |
| ● | the risk that customer orders, including the Company’s October 2026 production order, may be delayed, rescheduled or cancelled; |
| ● | the Company’s ability to convert customer engagements, proof-of-concept evaluations, and technology demonstrations into design wins, purchase orders, and production revenue; |
| ● | the timing and outcome of product deliveries, field trials, and customer acceptance of the Company’s products; |
| ● | risks related to pandemics, wars and terrorist activities that may have an adverse impact on the Company’s business and financial results and result in component shortages and increased lead times that may negatively impact the Company’s ability to ship its products; |
| ● | risks related to tariffs, trade restrictions, inflation, and other government actions that may affect the Company’s supply chain, component costs, or customer demand; |
| ● | customer concentrations and length of billing and collection cycles, which may be impacted in the event of a global recession or economic downturn; |
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| ● | lengthy sales cycle; |
| ● | ability to enhance the Company’s existing proprietary technologies and develop new technologies; |
| ● | achieving additional design wins for the Company’s products through the acceptance and adoption of its technology by existing and potential customers and their suppliers; |
| ● | difficulties and delays in the production, testing and marketing of the Company’s products; |
| ● | reliance on manufacturing partners to assist successfully with the fabrication of and production of the Company’s products; |
| ● | availability of quantities of the Company’s products supplied by its manufacturing partners at a competitive cost; |
| ● | level of intellectual property protection provided by the Company’s patents, the expenses and other consequences of litigation, including intellectual property infringement litigation, to which the Company may be or may become a party from time to time; |
| ● | vigor and growth of markets served by the Company’s customers and its operations; and |
| ● | other risks identified in the Company’s filings with the Securities and Exchange Commission, including the “Risk Factors” sections of its Annual Report on Form 10-K for the year ended December 31, 2025 and its Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, to be filed with the Securities and Exchange Commission. |
Peraso does not intend 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.
About Peraso Inc.
Peraso Inc. (NASDAQ: PRSO) is a pioneer in high-performance 60 GHz wireless technology, offering chipsets, modules, software and IP. Peraso’s technology supports a range of applications, including fixed wireless access, drone, defense and tactical communications, immersive video and factory automation. For additional information, please visit www.perasoinc.com.
Company Contact:
Ronald Glibbery, Chief Executive Officer and Interim Chief Financial OfficerPeraso Inc.
E: rglibbery@perasoinc.com
Investor Relations Contacts:
Shelton Group
Brett L. Perry | Leanne K. Sievers
P: 214-272-0070
E: sheltonir@sheltongroup.com
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PERASO INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts; unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net Revenue | ||||||||||||||||
| Product | $ | 263 | $ | 3,062 | $ | 2,174 | $ | 9,080 | ||||||||
| Services and other | 21 | 172 | 380 | 243 | ||||||||||||
| Total net revenue | 284 | 3,234 | 2,554 | 9,323 | ||||||||||||
| Cost of Net Revenue | 61 | 1,417 | 906 | 3,753 | ||||||||||||
| Gross Profit | 223 | 1,817 | 1,648 | 5,570 | ||||||||||||
| Operating Expenses | ||||||||||||||||
| Research and development | 1,532 | 1,528 | 4,742 | 4,773 | ||||||||||||
| Selling, general and administrative | 1,356 | 1,479 | 4,291 | 4,501 | ||||||||||||
| Software license obligations | - | - | - | (223 | ) | |||||||||||
| Total operating expenses | 2,888 | 3,007 | 9,033 | 9,051 | ||||||||||||
| Loss from operations | (2,665 | ) | (1,190 | ) | (7,385 | ) | (3,481 | ) | ||||||||
| Change in fair value of warrant liabilities | 17 | (16 | ) | 22 | (10 | ) | ||||||||||
| Other expense, net | (10 | ) | (4 | ) | (12 | ) | (19 | ) | ||||||||
| Net loss | $ | (2,658 | ) | $ | (1,210 | ) | $ | (7,375 | ) | $ | (3,510 | ) | ||||
| Net loss per share | ||||||||||||||||
| Basic and diluted | $ | (0.18 | ) | $ | (0.17 | ) | $ | (0.54 | ) | $ | (0.55 | ) | ||||
| Shares used in computing net loss per share | ||||||||||||||||
| Basic and diluted | 15,179 | 7,257 | 13,630 | 6,332 | ||||||||||||
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PERASO INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, unaudited)
| September 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 630 | $ | 2,886 | ||||
| Accounts receivable, net | 182 | 1,219 | ||||||
| Inventories | 1,951 | 1,168 | ||||||
| Prepaid expenses and other | 420 | 195 | ||||||
| Total current assets | 3,183 | 5,468 | ||||||
| Property and equipment, net | 510 | 363 | ||||||
| Right-of-use lease assets | 85 | 143 | ||||||
| Other | 400 | 105 | ||||||
| Total assets | $ | 4,178 | $ | 6,079 | ||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 930 | $ | 679 | ||||
| Deferred revenue | 62 | 8 | ||||||
| Short-term lease liabilities | 98 | 95 | ||||||
| Accrued expenses and other | 480 | 540 | ||||||
| Total current liabilities | 1,570 | 1,322 | ||||||
| Long-term lease liabilities | - | 97 | ||||||
| Warrant liabilities | 2 | 24 | ||||||
| Total liabilities | 1,572 | 1,443 | ||||||
| Stockholders’ equity | 2,606 | 4,636 | ||||||
| Total liabilities and stockholders’ equity | $ | 4,178 | $ | 6,079 | ||||
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PERASO INC.
Reconciliation of GAAP to Non-GAAP Net Loss and Net Loss Per Share
(In thousands, except per share amounts; unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| GAAP net loss | $ | (2,658 | ) | $ | (1,210 | ) | $ | (7,375 | ) | $ | (3,510 | ) | ||||
| Stock-based compensation expense | ||||||||||||||||
| - Research and development | 70 | 76 | 200 | 222 | ||||||||||||
| - Selling, general and administrative | 151 | 55 | 338 | 175 | ||||||||||||
| Total stock-based compensation expense | 221 | 131 | 538 | 397 | ||||||||||||
| Change in fair value of warrant liabilities | (17 | ) | 16 | (22 | ) | 10 | ||||||||||
| Non-GAAP net loss | $ | (2,454 | ) | $ | (1,063 | ) | $ | (6,859 | ) | $ | (3,103 | ) | ||||
| GAAP net loss per share | $ | (0.18 | ) | $ | (0.17 | ) | $ | (0.54 | ) | $ | (0.55 | ) | ||||
| Reconciling items | ||||||||||||||||
| - Stock-based compensation expense | 0.01 | 0.02 | 0.04 | 0.06 | ||||||||||||
| - Change in fair value of warrant liabilities | - | - | - | - | ||||||||||||
| Non-GAAP net loss per share | $ | (0.16 | ) | $ | (0.15 | ) | $ | (0.50 | ) | $ | (0.49 | ) | ||||
| Shares used in computing non-GAAP net loss per share | ||||||||||||||||
| Basic and diluted | 15,179 | 7,257 | 13,630 | 6,332 | ||||||||||||
Note: certain of the amounts in the above tables may not total due to rounding of individual amounts.
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PERASO INC.
Reconciliation of GAAP and Non-GAAP Financial Information
(In thousands; unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Reconciliation of GAAP net loss and adjusted EBITDA | ||||||||||||||||
| GAAP net loss | $ | (2,658 | ) | $ | (1,210 | ) | $ | (7,375 | ) | $ | (3,510 | ) | ||||
| Stock-based compensation expense | ||||||||||||||||
| - Research and development | 70 | 76 | 200 | 222 | ||||||||||||
| - Selling, general and administrative | 151 | 55 | 338 | 175 | ||||||||||||
| Stock-based compensation expense | 221 | 131 | 538 | 397 | ||||||||||||
| Change in fair value of warrant liabilities | (17 | ) | 16 | (22 | ) | 10 | ||||||||||
| Non-GAAP net loss | (2,454 | ) | (1,063 | ) | (6,859 | ) | (3,103 | ) | ||||||||
| EBITDA adjustments: | ||||||||||||||||
| - Depreciation and amortization | 48 | 67 | 147 | 196 | ||||||||||||
| - Interest expense | - | - | - | 1 | ||||||||||||
| Adjusted EBITDA | $ | (2,406 | ) | $ | (996 | ) | $ | (6,712 | ) | $ | (2,906 | ) | ||||
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