Peraso Inc 10-Q for FY2026 Q3
Peraso Inc. (PRSO)
About this 10-Q
Peraso Inc filed this 10-Q on November 13, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Peraso Inc. said proceeds of approximately $9.6 million from Nant Capital, LLC and approximately $895,000 from equity sales alleviated going-concern doubt for at least one year, despite a net loss of approximately $7.4 million. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $284K
- down 91.2% from $3.23M a year earlier
- Net loss
- $2.66M
- compared with a net loss of $1.21M a year earlier
- Diluted EPS
- -$0.18
- compared with -$0.17 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark one)
For the quarterly period ended
OR
For the transition period from to
Commission file number
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (I.R.S. Employer | |
| Incorporation or organization) | Identification Number) |
(Address of principal executive office and zip code)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
| The |
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See 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 | ☐ |
| ☒ | 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 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
The number of outstanding shares of the registrant’s exchangeable shares, no par value, was 55,986 as of November 9, 2026.
The number of outstanding shares of the registrant’s common stock, par value $0.001 per share, was
PERASO INC.
FORM 10-Q
For the Quarterly Period Ended September 30, 2026
TABLE OF CONTENTS
i
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
PERASO INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except par value)
| September 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Inventories, net | ||||||||
| Prepaid expenses and other | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Right-of-use lease assets | ||||||||
| Other | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses and other | ||||||||
| Deferred revenue | ||||||||
| Short-term lease liabilities | ||||||||
| Total current liabilities | ||||||||
| Long-term lease liabilities | ||||||||
| Warrant liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 4) | ||||||||
| Stockholders’ equity | ||||||||
| Preferred stock, $ | ||||||||
| Series A, special voting preferred stock, $ | ||||||||
| Common stock, $ | ||||||||
| Exchangeable shares, par value; shares authorized; | ||||||||
| Issuable shares, and | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
1
PERASO INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share data)
| ` | Three Months Ended | Nine Months Ended | ||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net revenue | ||||||||||||||||
| Product | $ | $ | $ | $ | ||||||||||||
| Services and other | ||||||||||||||||
| Total net revenue | ||||||||||||||||
| Cost of net revenue | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Operating expenses | ||||||||||||||||
| Research and development | ||||||||||||||||
| Selling, general and administrative | ||||||||||||||||
| Software license obligations | ( | ) | ||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Change in fair value of warrant liabilities | ( | ) | ( | ) | ||||||||||||
| Other expense, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss per share | ||||||||||||||||
| Basic and diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Shares used in computing net loss per share | ||||||||||||||||
| Basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
PERASO INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
(In thousands)
| Additional | ||||||||||||||||||||||||||||||||||||
| Common Stock | Issuable Shares | Exchangeable Shares | Paid-In | Accumulated | ||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Total | ||||||||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
| At-the market sales of stock, net | ||||||||||||||||||||||||||||||||||||
| Issuance of common stock under stock plans | — | — | ||||||||||||||||||||||||||||||||||
| Issuance of abeyance shares | ( | ) | ( | ) | — | |||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | |||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance as of March 31, 2026 | ( | ) | ||||||||||||||||||||||||||||||||||
| At-the market sales of stock, net | — | — | ||||||||||||||||||||||||||||||||||
| Issuance of common stock under stock plan, net | — | — | ||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | |||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance as of June 30, 2026 | ( | ) | ||||||||||||||||||||||||||||||||||
| At-the market sales of stock, net | — | — | ||||||||||||||||||||||||||||||||||
| Committed equity facility sales of stock, net | — | — | ||||||||||||||||||||||||||||||||||
| Issuance of common stock under stock plan, net | — | — | ||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | |||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance as of September 30, 2026 | $ | — | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||
| Additional | ||||||||||||||||||||||||||||||||||||
| Common Stock | Issuable Shares | Exchangeable Shares | Paid-In | Accumulated | ||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Total | ||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| At-the market sales of stock, net | — | — | ||||||||||||||||||||||||||||||||||
| Shares issued for services | ||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | |||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance as of March 31, 2025 | ( | ) | ||||||||||||||||||||||||||||||||||
| At-the market sales of stock, net | — | — | ||||||||||||||||||||||||||||||||||
| Issuance of abeyance shares | ( | ) | ( | ) | — | |||||||||||||||||||||||||||||||
| Exchange of exchangeable shares | — | ( | ) | |||||||||||||||||||||||||||||||||
| Issuance of common stock under stock plan, net | — | — | ||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | |||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance as of June 30, 2025 | ( | ) | ||||||||||||||||||||||||||||||||||
| At-the market sales of stock, net | — | — | ||||||||||||||||||||||||||||||||||
| Issuance of abeyance shares | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Issuance of common stock and warrants from warrant inducement offering, net | — | ( | ) | |||||||||||||||||||||||||||||||||
| Issuance of common stock under stock plan, net | — | — | ||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | |||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance as of September 30, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
PERASO INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
| Nine Months Ended | ||||||||
| September 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Stock-based compensation | ||||||||
| Change in fair value of warrant liabilities | ( | ) | ||||||
| Inventory write-down | ||||||||
| Shares issued for services | ||||||||
| Other | ( | ) | ||||||
| Changes in assets and liabilities | ||||||||
| Accounts receivable | ( | ) | ||||||
| Inventories | ( | ) | ||||||
| Prepaid expenses and other | ( | ) | ( | ) | ||||
| Accounts payable | ||||||||
| Right-of-use assets | ||||||||
| Lease liabilities - operating | ( | ) | ( | ) | ||||
| Deferred revenue, accrued expenses and other | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Purchases of property and equipment | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from at-the-market sales of stock, net | ||||||||
| Proceeds from committed equity facility sales of stock, net | ||||||||
| Payment of deferred equity facility costs | ( | ) | ||||||
| Proceeds from option exercises | ||||||||
| Proceeds from Warrant Inducement Offering | ||||||||
| Repayment of financing leases | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||
| Net decrease in cash and cash equivalents | ( | ) | ( | ) | ||||
| Cash and cash equivalents at beginning of period | ||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||
| Supplemental disclosure: | ||||||||
| Noncash investing and financing activities: | ||||||||
| Recognition of deferred equity facility costs | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
PERASO INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. The Company and Summary of Significant Accounting Policies
Peraso Inc., formerly known as MoSys, Inc. (the Company), was incorporated in California in 1991 and reincorporated in 2000 in Delaware. The Company is a fabless semiconductor company specializing in the development of millimeter wave (mmWave), which is generally described as the frequency band from 24 Gigahertz (GHz) to 300 GHz, wireless technology. The Company derives revenue from selling its semiconductor devices and modules and performance of non-recurring engineering services.
On September 14, 2021, the Company and its subsidiaries, 2864552 Ontario Inc. (Callco) and 2864555 Ontario Inc. (Canco), entered into an Arrangement Agreement (as amended, the Arrangement Agreement) with Peraso Technologies Inc. (Peraso Tech), a corporation existing under the laws of the province of Ontario, to acquire all of the issued and outstanding common shares of Peraso Tech (the Peraso Shares), including those Peraso Shares to be issued in connection with the conversion or exchange of secured convertible debentures and common share purchase warrants of Peraso Tech, as applicable, by way of a statutory plan of arrangement (the Arrangement) under the Business Corporations Act (Ontario). On December 17, 2021, following the satisfaction of the closing conditions set forth in the Arrangement Agreement, the Arrangement was completed and, the Company changed its name to “Peraso Inc.” and began trading on the Nasdaq Stock Market (the Nasdaq) under the symbol “PRSO.”
The accompanying condensed consolidated financial statements of the Company have been prepared without audit. The condensed consolidated balance sheet as of December 31, 2025 has been derived from the audited consolidated financial statements at that date. Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (GAAP) have been condensed or omitted in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”). The information in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in its most recent Annual Report on Form 10-K filed with the SEC.
In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the Company’s financial position, results of operations and cash flows for the interim periods presented. The operating results for the three and nine months ended September 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026 or for any other future period.
Liquidity
The Company incurred net losses of approximately $
Prior to consideration of the Nant private placement, and the issuance of common stock under the committed equity facility, described below, these conditions raised substantial doubt about the Company’s ability to continue as a going concern within one year after the date these condensed consolidated financial statements are issued.
5
On October 28, 2026, the Company closed a private placement with Nant Capital, LLC (“Nant”) under a securities purchase agreement dated October 26, 2026. In the private placement, the Company sold
During the month of October 2026, the Company sold
Management evaluated whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these condensed consolidated financial statements are issued. In this evaluation, management considered the Company’s cash and cash equivalents as of September 30, 2026, the net proceeds received from the Nant private placement and from sales of common stock under the committed equity facility in October 2026, and the Company’s forecasted operating cash requirements. Based on this evaluation, management believes the Company’s existing cash, together with the net proceeds from the Nant private placement and committed equity facility, will be sufficient to fund operations and meet its obligations as they become due for at least one year after the date these condensed consolidated financial statements are issued. Accordingly, management has concluded that the substantial doubt about the Company’s ability to continue as a going concern has been alleviated by the net proceeds from the Nant private placement and from sales of common stock under the committed equity facility in October 2026.
The Company will need to increase revenues substantially beyond levels it has attained in the past to generate sustainable operating profit and sufficient cash flows to continue doing business without raising additional capital from time to time. The Company may seek additional capital, through debt or equity financing, to fund its longer-term business plan. There can be no assurance that additional capital will be available when needed or on terms acceptable to the Company. If the Company is unable to obtain additional capital when needed, it may need to implement cost reduction strategies, which may include reducing headcount and curtailing business activities. Such actions could affect its near- and long-term business plan.
Basis of Presentation
The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. The Company’s fiscal year ends on December 31 of each calendar year. Certain prior year amounts have been reclassified for consistency with the current-period presentation. These reclassifications had no effect on the reported results of operations or cash flows.
Risks and Uncertainties
The Company is subject to risks from, among other things, competition associated with the industry in general, other risks associated with financing, liquidity requirements, the volatility of public markets, rapidly changing customer requirements, limited operating history, tariffs, pandemics, wars and acts of terrorism. The Company may be unable to access the capital markets, and additional capital may only be available to the Company on terms that could be significantly detrimental to its existing stockholders and to its business.
Use of Estimates
The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses recognized during the reported period. Material estimates may include assumptions made in determining reserves for uncollectible receivables, inventory write-downs, impairment of long-term assets, valuation allowance on deferred tax assets, accruals for potential liabilities and assumptions made in valuing equity instruments and warrant liabilities. Actual results could differ from those estimates.
6
Cash Equivalents and Investments
The Company has invested its cash in money market accounts, certificates of deposit, corporate debt, government-sponsored enterprise bonds and municipal bonds and considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. Investments with original maturities greater than three months and remaining maturities less than one year are classified as short-term investments. Investments with remaining maturities greater than one year are classified as long-term investments. Management generally determines the appropriate classification of securities at the time of purchase. All securities are classified as available-for-sale. The Company’s available-for-sale short-term and long-term investments are carried at fair value, with the unrealized holding gains and losses reported in accumulated other comprehensive income (loss). Realized gains and losses and declines in the value judged to be other-than-temporary are included in the other income, net line item in the condensed consolidated statements of operations. The cost of securities sold is based on the specific identification method.
Fair Value Measurements
The Company measures the fair value of financial instruments using a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels:
Level 1—Inputs used to measure fair value are unadjusted quoted prices that are available in active markets for the identical assets or liabilities as of the reporting date.
Level 2—Pricing is provided by third party sources of market information obtained through the Company’s investment advisors, rather than models. The Company does not adjust for, or apply, any additional assumptions or estimates to the pricing information it receives from advisors. The Company’s Level 2 securities include cash equivalents and available-for-sale securities, which consisted primarily of certificates of deposit, corporate debt, and government agency and municipal debt securities from issuers with high-quality credit ratings. The Company’s investment advisors obtain pricing data from independent sources, such as Standard & Poor’s, Bloomberg and Interactive Data Corporation, and rely on comparable pricing of other securities because the Level 2 securities are not actively traded and have fewer observable transactions. The Company considers this the most reliable information available for the valuation of the securities.
Level 3—Unobservable inputs that are supported by little or no market activity and reflect the use of significant management judgment are used to measure fair value. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions. The determination of fair value for Level 3 investments and other financial instruments involves the most management judgment and subjectivity.
The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, accounts receivable, accounts payable, and other payables, approximate their fair values because of the short maturity of these instruments. The carrying values of lease obligations and long-term financing obligations approximate their fair values because interest rates on these obligations are based on prevailing market interest rates. The Company measures the fair value of its warrant liabilities using Level 3 inputs.
Derivatives and Liability-Classified Instruments
The Company accounts for common stock warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and the guidance provided by the Financial Accounting Standards Board (FASB) in Accounting Standards Codification (ASC) 480, Distinguishing Liabilities from Equity (ASC 480) and ASC 815, Derivatives and Hedging (ASC 815). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own stock and whether the holders of the warrants could potentially require net cash settlement in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
7
Allowance for Credit Losses
The Company establishes an allowance for credit losses to ensure that its trade receivables balances are not overstated due to uncollectibility. The Company performs ongoing customer credit evaluations within the context of the industry in which it operates and generally does not require collateral from its customers. A specific allowance of up to
Inventories
The Company values its inventories at the lower of cost, which approximates actual cost on a first-in, first-out basis, or net realizable value. Costs of inventories primarily consisted of material and third party assembly costs. The Company records write-downs for estimated obsolescence or unmarketable inventories based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those expected by management, additional adjustments to inventory valuation may be required. Charges for obsolete and slow-moving inventories are recorded based upon an analysis of specific identification of obsolete inventory items and quantification of slow moving inventory items. If the Company’s recognition of excess or obsolete inventory is, or if its estimates of potential utility become, less favorable than currently expected, inventory write-downs may be required.
Intangible and Long-lived Assets
Intangible assets are recorded at cost and amortized on a straight-line method over their estimated useful lives of
The Company regularly reviews the carrying value and estimated lives of its long-lived assets and finite-lived intangible assets to determine whether indicators of impairment may exist which warrant adjustments to carrying values or estimated useful lives. The determinants used for this evaluation include management’s estimate of the asset’s ability to generate positive income from operations and positive cash flow in future periods as well as the strategic significance of the assets to the Company’s business objective. Should an impairment exist, the impairment loss would be measured based on the excess of the carrying amount of the long-lived asset group over the asset’s fair value.
Deferred Equity Facility Costs
Deferred equity facility costs are commitment, set-up, or legal fees paid to establish the committed equity facility. The costs are typically deferred and capitalized as a non-current asset. These costs are charged against equity proceeds as an issuance cost upon future drawdowns during the term of the facility agreement. When a drawdown occurs, a percentage of the non-current assets will be offset against the proceeds in the equity account. The percentage applied to offset the capitalized costs is calculated by dividing the total value of the drawdown by the total value of the committed equity facility. The asset will be evaluated for impairment at each balance sheet date.
Revenue Recognition
The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers, and its amendments (ASC 606). As described below, the analysis of contracts under ASC 606 supports the recognition of revenue at a point in time, resulting in revenue recognition timing that is materially consistent with the Company’s historical practice of recognizing product revenue when title and risk of loss pass to the customer.
The Company generates revenue primarily from sales of integrated circuits and antenna module products, performance of engineering services and licensing of its intellectual property. Revenues are recognized when control is transferred to customers in amounts that reflect the consideration the Company expects to be entitled to receive in exchange for those goods. Revenue recognition is evaluated through the following five steps: (i) identification of the contract, or contracts, with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations in the contract; and (v) recognition of revenue when or as a performance obligation is satisfied.
8
Product revenue
Revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied. The majority of the Company’s contracts have a single performance obligation to transfer products. Accordingly, the Company recognizes revenue when title and risk of loss have been transferred to the customer, generally at the time of shipment of products. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products and is generally based upon a negotiated, formula, list or fixed price. The Company sells its products both directly to customers and through distributors generally under agreements with payment terms typically 60 days or less.
The Company may record an estimated allowance, at the time of shipment, for future returns and other charges against revenue consistent with the terms of sale.
Engineering services revenue
Engineering and development contracts with customers generally contain a single performance obligation that is delivered over time. Revenue is recognized using an output method that is consistent with the satisfaction of the performance obligation as a measure of progress.
Services and other revenue
Historically, the Company’s licensing contracts for its memory technology typically provided for royalties based on the licensee’s use of the Company’s memory technology in its currently shipping commercial products. The Company estimates its royalty revenue in the calendar quarter in which the licensee uses the licensed technology. Payments are received in the subsequent quarter. The Company also generates revenue from licensing its technology. The Company recognizes license fees as revenue at the point of time when the control of the license has been transferred and the Company has no continuing performance obligations to the customer.
Contract liabilities – deferred revenue
The Company’s contract liabilities consist of advance customer payments and deferred revenue. The Company classifies advance customer payments and deferred revenue as current or non-current based on the timing of when the Company expects to recognize revenue. As of September 30, 2026 and December 31, 2025, contract liabilities were in a current position and included in deferred revenue.
During the nine months ended September 30, 2026, the Company recognized an immaterial amount of revenue that had been included in deferred revenue as of December 31, 2025.
See Note 5 for disaggregation of revenue by geography.
The Company does not have significant financing components, as payments from customers are typically due within 60 days of invoicing, and the Company has elected the practical expedient to not value financing components that are less than one year. Shipping and handling costs are generally incurred by the customer, and, therefore, are not recorded as revenue.
Cost of Net Revenue
Cost of net revenue consists primarily of direct and indirect costs of product sales, including amortization of intangible assets and depreciation of production-related fixed assets.
9
Stock-Based Compensation
The Company periodically issues stock options and restricted stock units (RSUs) to employees and non-employees. The Company accounts for such awards based on ASC 718, whereby the value of the award is measured on the date of award and recognized as compensation expense on a straight-line basis over the vesting period. The fair value of the Company’s stock options is estimated using the Black-Scholes-Merton Option Pricing (Black Scholes) model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the options, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes model. The assumptions used in the Black-Scholes model could materially affect compensation expense recorded in future periods. The fair value of restricted stock awards, restricted stock units, and performance-based restricted stock units is based on the closing price of the Company’s common stock on the date of grant. Recognition of compensation expense for non-employees is in the same period and manner as if the Company had paid cash for the services.
Foreign Currency Transactions
The functional currency of the Company is the U.S. dollar. All foreign currency transactions are initially measured and recorded in an entity’s functional currency using the exchange rate on the date of the transaction. All monetary assets and liabilities are remeasured at the end of each reporting period using the exchange rate at that date. All non-monetary assets and related expense, depreciation or amortization are not subsequently remeasured and are measured using the historical exchange rate. An average exchange rate may be used to recognize income and expense items earned or incurred evenly over a period. Foreign exchange gains and losses resulting from the settlement of such transactions are recognized in the statement of operations, except for the gains and losses arising from the conversion of the carrying amount of the foreign currency denominated convertible preferred shares into the functional currency that are presented as adjustment to the net loss to arrive at net loss attributable to common stockholders.
Per-Share Amounts
Basic net loss per share is computed by dividing net loss for the period by the weighted-average number of exchangeable shares and shares of common stock outstanding during the period. In addition, the Company includes the number of issuable shares and shares of common stock issuable upon exercise of pre-funded warrants as outstanding. Diluted net loss per share gives effect to all potentially dilutive exchangeable and common shares outstanding during the period. Potentially dilutive common shares consist of incremental exchangeable shares and shares of common stock issuable upon the achievement of escrow terms, exercise of stock options, vesting of stock awards and exercise of warrants.
The following table sets forth securities outstanding that were excluded from the computation of diluted net loss per share as their inclusion would be anti-dilutive (in thousands):
| Nine Months Ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Escrow shares - exchangeable shares | ||||||||
| Escrow shares - common stock | ||||||||
| Options to purchase common stock | ||||||||
| Unvested restricted common stock units | ||||||||
| Warrants classified as equity | ||||||||
| Warrants classified as liabilities | ||||||||
| Total | ||||||||
10
Recently Issued Accounting Pronouncements
In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. The standard is effective for the Company for annual periods beginning January 1, 2027 and interim periods beginning January 1, 2028, with early adoption permitted. The standard may be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. The Company is evaluating the impact that this ASU will have on the presentation of its consolidated financial statements.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (the “Update”), an amendment to improve the guidance in Topic 270, Interim Reporting, by improving the navigability of the required interim disclosures and clarifying when that guidance is applicable. The amendments add to Topic 270 a principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The amendments in this Update clarify interim disclosure requirements and the applicability of Topic 270 apply to all entities that provide interim financial statements and notes in accordance with GAAP. In addition, the amendments in this Update result in a comprehensive list of interim disclosures that are required by GAAP with the objective to provide clarity about the current requirements. The Update is effective for the Company for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Update can be applied either prospectively or retrospectively to any or all prior periods presented in the financial statements. The Company is evaluating the impact that the Update will have on the presentation of its consolidated financial statements.
Other recent authoritative guidance issued by the FASB (including technical corrections to the ASCs), the American Institute of Certified Public Accountants, and the SEC did not, or is not expected to, have a material impact on the Company’s consolidated financial statements and related disclosures.
Note 2. Fair Value of Financial Instruments
The following tables represent the Company’s assets and liabilities measured at fair value on a recurring basis and the basis for that measurement (in thousands):
| September 30, 2026 | ||||||||||||||||
| Fair Value | Level 1 | Level 2 | Level 3 | |||||||||||||
| Assets: | ||||||||||||||||
| Money market funds (1) | $ | $ | $ | $ | ||||||||||||
| Liabilities: | ||||||||||||||||
| Warrant liabilities | $ | $ | $ | $ | ||||||||||||
| December 31, 2025 | ||||||||||||||||
| Fair Value | Level 1 | Level 2 | Level 3 | |||||||||||||
| Assets: | ||||||||||||||||
| Money market funds (1) | $ | $ | $ | $ | ||||||||||||
| Liabilities: | ||||||||||||||||
| Warrant liabilities | $ | $ | $ | $ | ||||||||||||
| (1) |
11
The following tables represent the Company’s determination of fair value for its financial assets (in thousands):
| September 30, 2026 | ||||||||||||||||
| Unrealized | Unrealized | Fair | ||||||||||||||
| Cost | Gains | Losses | Value | |||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | ||||||||||||
| December 31, 2025 | ||||||||||||||||
| Unrealized | Unrealized | Fair | ||||||||||||||
| Cost | Gains | Losses | Value | |||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | ||||||||||||
Note 3. Balance Sheet Detail
| September 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| (in thousands) | ||||||||
| Inventories: | ||||||||
| Raw materials | $ | $ | ||||||
| Work-in-process | ||||||||
| Finished goods | ||||||||
| $ | $ | |||||||
| September 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| (in thousands) | ||||||||
| Prepaid expenses and other: | ||||||||
| Prepaid inventory and production costs | $ | $ | ||||||
| Prepaid insurance | ||||||||
| Prepaid software | ||||||||
| Other | ||||||||
| $ | $ | |||||||
| September 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| (in thousands) | ||||||||
| Other: | ||||||||
| Deferred equity facility costs | $ | $ | ||||||
| Deposits | ||||||||
| Intangible assets, net | ||||||||
| $ | $ | |||||||
| September 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| (in thousands) | ||||||||
| Accrued Expenses & Other: | ||||||||
| Accrued wages and employee benefits | $ | $ | ||||||
| Professional fees, legal and consulting | ||||||||
| Warranty accrual | ||||||||
| Other | ||||||||
| $ | $ | |||||||
12
Note 4. Commitments and Contingencies
Leases
The Company has operating leases for its facilities in Toronto and Markham, Ontario, Canada and recognizes lease expense on a straight-line basis over the respective lease terms. The Company had an operating lease for its corporate headquarters facility in San Jose, California that was not renewed when the lease term expired on January 14, 2025.
The lease for the facility in Markham has a
The Toronto office lease has a -year term, which commenced January 1, 2026, and the lease is not accounted for under ASC 842.
The following table provides the details of right-of-use assets and lease liabilities as of September 30, 2026 and December 31, 2025 (in thousands):
| September 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Right-of-use assets: | ||||||||
| Operating leases | $ | $ | ||||||
| Total right-of-use assets | $ | $ | ||||||
| Lease liabilities: | ||||||||
| Operating leases | $ | $ | ||||||
| Total lease liabilities | $ | $ | ||||||
Future minimum payments under the Markham lease at September 30, 2026 are listed in the table below (in thousands):
| Year ending December 31, | ||||
| 2026 | $ | |||
| 2027 | ||||
| Total future lease payments | ||||
| Less: imputed interest | ( | ) | ||
| Present value of lease liabilities | $ | |||
The following table provides the details of supplemental cash flow information (in thousands):
| Nine Months Ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||
| Operating cash flows for leases | $ | $ | ||||||
Rent expense was approximately $
13
Indemnification
In the ordinary course of business, the Company enters into contractual arrangements under which it may agree to indemnify the counterparties from any losses incurred relating to breach of representations and warranties, failure to perform certain covenants, or claims and losses arising from certain events as outlined within the particular contract, which may include, for example, losses arising from litigation or claims relating to past performance. Such indemnification clauses may not be subject to maximum loss clauses. The Company has also entered into indemnification agreements with its officers and directors. No material amounts were reflected in the Company’s condensed consolidated financial statements for the three and nine months ended September 30, 2026 and 2025 related to these indemnifications.
The Company has not estimated the maximum potential amount of indemnification liability under these agreements due to the limited history of prior claims and the unique facts and circumstances applicable to each particular agreement. To date, the Company has not made any payments related to these indemnification agreements.
Product Warranties
The Company warrants its products to be free of defects generally for a period of up to two years. The Company estimates its warranty costs based on historical warranty claim experience and includes such costs in cost of net revenues. Warranty costs were not material for the three and nine months ended September 30, 2026 and 2025.
Legal Matters
The Company is not a party to any legal proceeding that the Company believes is likely to have a material adverse effect on its condensed consolidated financial position or results of operations. From time to time the Company may be subject to legal proceedings and claims in the ordinary course of business. These claims, even if not meritorious, could result in the expenditure of significant financial resources and diversion of management efforts.
Purchase Obligations
The Company’s primary purchase obligations include non-cancelable purchase orders for inventory. At September 30, 2026, the Company had outstanding non-cancelable purchase orders for inventory, primarily wafers and substrates, and related expenditures of approximately $
Note 5. Business Segments, Concentration of Credit Risk and Significant Customers
Segment Information
The Company determines its reporting units in accordance with ASC No. 280, Segment Reporting (ASC 280), as amended by ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which the Company adopted effective December 31, 2024. Management evaluates a reporting unit by first identifying its operating segments under ASC 280. The Company then evaluates each operating segment to determine if it includes one or more components that constitute a business. If there are components within an operating segment that meet the definition of a business, the Company evaluates those components to determine if they must be aggregated into one or more reporting units. If applicable, when determining if it is appropriate to aggregate different operating segments, the Company determines if the segments are economically similar and, if so, the operating segments are aggregated.
14
Significant segment expenses include research and development expenditures, salaries and benefits, stock-based compensation and software license obligations. Operating expenses include all remaining costs necessary to operate the Company’s business, which primarily include facilities, external professional services and other administrative expenses.
The following table presents the significant segment expenses and other segment items regularly reviewed by the CODM (in thousands):
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Total net revenue | $ | $ | $ | $ | ||||||||||||
| Less: | ||||||||||||||||
| Cost of net revenue | ||||||||||||||||
| Research and development | ||||||||||||||||
| Compensation | ||||||||||||||||
| Stock-based compensation | ||||||||||||||||
| Software license obligations | ( | ) | ||||||||||||||
| Other operating expenses | ||||||||||||||||
| Other (income) expense, net | ( | ) | ( | ) | ||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
Concentrations
The Company recognized revenue from shipments of products, licensing of its technologies and performance of services to customers by geographical destination as follows (in thousands):
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Europe | $ | $ | $ | $ | ||||||||||||
| Taiwan | ||||||||||||||||
| North America | ||||||||||||||||
| Rest of the world | ||||||||||||||||
| Total net revenue | $ | $ | $ | $ | ||||||||||||
15
The following is a breakdown of product revenue by category (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| Product category | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Memory ICs | $ | $ | $ | $ | ||||||||||||
| mmWave ICs | ||||||||||||||||
| mmWave modules | ||||||||||||||||
| mmWave other products | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
The following table lists significant customers that represented more than 10% of total revenue during each respective period:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Customer A | % | % | % | % | ||||||||||||
| Customer B | % | |||||||||||||||
| Customer C | % | |||||||||||||||
| Customer D | % | |||||||||||||||
| Customer E | % | |||||||||||||||
| Customer F | % | |||||||||||||||
| Customer G | % | % | ||||||||||||||
| Customer H | % | % | ||||||||||||||
| Customer I | % | % | ||||||||||||||
| Customer J | % | |||||||||||||||
| * |
The following table lists significant customers that represented more than 10% of the net accounts receivable balance at each respective balance sheet date:
| Accounts Receivable | ||||||||
| September 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Customer A | % | |||||||
| Customer B | % | |||||||
| Customer C | % | |||||||
| Customer D | % | |||||||
| Customer E | % | |||||||
| Customer F | % | |||||||
| * |
16
The following table lists significant vendors that represented more than 10% of the total accounts payable balance at each respective balance sheet date:
| September 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Vendor A | % | |||||||
| Vendor B | % | % | ||||||
| Vendor C | % | |||||||
| Vendor D | % | |||||||
| * |
Note 6. Stock-Based Compensation
Common Stock Equity Plans
In 2010, the Company adopted the 2010 Equity Incentive Plan and later amended it in 2014, 2017 and 2018 (the Amended 2010 Plan). The Amended 2010 Plan was terminated in August 2019 and remains in effect as to outstanding equity awards granted prior to the date of expiration. No new awards may be made under the Amended 2010 Plan.
In August 2019, the Company’s stockholders approved the 2019 Stock Incentive Plan (the 2019 Plan) to replace the Amended 2010 Plan. The 2019 Plan authorizes the board of directors or the compensation committee of the board of directors to grant a broad range of awards including stock options, stock appreciation rights, restricted stock, performance-based awards, and restricted stock units. Under the 2019 Plan,
Under the 2019 Plan, the term of all incentive stock options granted to a person who, at the time of grant, owns stock representing more than
In December 2021, the Company assumed the Peraso Technologies Inc. 2009 Share Option Plan (the 2009 Plan) and all outstanding options granted pursuant to the terms of the 2009 Plan. Each outstanding, unexercised and unexpired option under the 2009 Plan, whether vested or unvested, was assumed by the Company and converted into options to purchase shares of the Company’s common stock and became exercisable by the holder of such option in accordance with its terms. No further awards will be made under the 2009 Plan.
The 2009 Plan, the Amended 2010 Plan and the 2019 Plan are referred to collectively as the “Plans.”
Stock-Based Compensation Expense
The Company reflected compensation costs related to the vesting of stock options of approximately $
17
Valuation Assumptions and Expense Information for Stock-Based Compensation
The fair value of the Company’s option grants for the nine months ended September 30, 2026 and 2025 was approximately $
| Option Grants | ||||||||
| Nine Months Ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Interest rate (risk-free rate) | % | % | ||||||
| Expected volatility | % | % | ||||||
| Expected term | ||||||||
| Expected dividend | % | % | ||||||
The risk-free interest rate was derived from the U.S. Treasury Yield Curve Rates as published by the U.S. Department of the Treasury as of the grant date for terms equal to the expected terms of the options. The expected volatility was based on the historical volatility of the Company’s stock price over the expected term of the options. The expected term of options granted was derived from historical data based on employee exercises and post-vesting employment termination behavior. A dividend yield of
Common Stock Options and Restricted Stock Units
The term of all incentive stock options granted to a person who, at the time of grant, owns stock representing more than
The following table summarizes the activity in the shares available for grant under the Plans during the nine months ended September 30, 2026 and options outstanding as of September 30, 2026 (in thousands, except exercise price):
| Options Outstanding | ||||||||||||
| Shares | Average | |||||||||||
| Available | Number of | Exercise | ||||||||||
| for Grant | Shares | Prices | ||||||||||
| Balance as of December 31, 2025 | $ | |||||||||||
| RSUs granted | ( | ) | ||||||||||
| Options granted | ( | ) | $ | |||||||||
| Options exercised | ( | ) | $ | |||||||||
| Balance as of March 31, 2026 | $ | |||||||||||
| Options exercised | ( | ) | $ | |||||||||
| Options cancelled and returned to the 2019 Plan | ( | ) | $ | |||||||||
| Balance as of June 30, 2026 | $ | |||||||||||
| Additional shares authorized under the 2019 Plan | ||||||||||||
| Options exercised | ( | ) | $ | |||||||||
| Options cancelled and returned to the 2019 Plan | ( | ) | $ | |||||||||
| Balance as of September 30, 2026 | $ | |||||||||||
18
The following table summarizes significant ranges of outstanding and exercisable options as of September 30, 2026 (in thousands, except contractual life and exercise price):
| Options Outstanding | Options Exercisable | |||||||||||||||||||||||
| Weighted | ||||||||||||||||||||||||
| Average | ||||||||||||||||||||||||
| Remaining | Weighted | Weighted | ||||||||||||||||||||||
| Contractual | Average | Average | Aggregate | |||||||||||||||||||||
| Number | Life | Exercise | Number | Exercise | Intrinsic | |||||||||||||||||||
| Range of Exercise Price | Outstanding | (in Years) | Price | Exercisable | Price | value | ||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||
The total options outstanding had intrinsic value at September 30, 2026.
A summary of RSU activity under the 2019 Plan is presented below (in thousands, except for fair value):
| Weighted | ||||||||
| Average | ||||||||
| Number of | Grant-Date | |||||||
| Shares | Fair Value | |||||||
| Non-vested shares as of December 31, 2025 | ||||||||
| Granted | $ | |||||||
| Non-vested shares as of March 31, 2026 | $ | |||||||
| Vested | ||||||||
| Non-vested shares as of June 30, 2026 | $ | |||||||
| Vested | ( | ) | $ | |||||
| Non-vested shares as of September 30, 2026 | ||||||||
Note 7. Stockholders’ Equity
ATM Offering
On August 30, 2024, the Company entered into an At The Market Offering Agreement (the “Sales Agreement”) with Ladenburg Thalmann & Co. Inc. (“Ladenburg”) with respect to an “at the market” offering program, under which the Company may, from time to time, in its sole discretion, issue and sell through Ladenburg, acting as agent or principal, shares of the Company’s common stock. The Sales Agreement provides that Ladenburg will be entitled to compensation for its services equal to
As of September 30, 2026, the Company had sold shares having an aggregate gross sales price of approximately $
During the three months ended September 30, 2026 and 2025, the Company sold
19
Committed Equity Facility
On June 30, 2026, the Company entered into a Common Stock Purchase Agreement, amended by a letter agreement dated July 10, 2026 (as amended, the “Purchase Agreement”), and a related Registration Rights Agreement, with Roth Principal Investments, LLC (“Roth Principal Investments”). Pursuant to the July 10, 2026 amendment, Roth Principal Investments agreed to adjust the purchase price discount applicable to certain purchases effected outside of regular trading hours; the terms of the Purchase Agreement are otherwise unchanged. Upon the terms and subject to the satisfaction of the conditions set forth in the Purchase Agreement, the Company will have the right, in its sole discretion, to sell to Roth Principal Investments up to $
Upon the initial satisfaction of each of the conditions to Roth Principal Investments’ purchase obligation set forth in the Purchase Agreement (the initial satisfaction of such conditions, the “Commencement”, and the date on which the Commencement occurs, the “Commencement Date”), including that a registration statement registering under the Securities Act of 1933, as amended (the “Securities Act”), the resale by Roth Principal Investments of shares of common stock issued to it by the Company under the Purchase Agreement, which the Company agreed to file with the Securities and Exchange Commission (the “SEC”) pursuant to the Registration Rights Agreement (the “Registration Statement”), is declared effective by the SEC, the Company will have the right, but not the obligation, from time to time in its sole discretion for a period of up to 36 months beginning on the Commencement Date, to direct Roth Principal Investments to purchase up to a specified maximum amount of shares of common stock, in one or more Market Open Purchases, Intraday Purchases, Pre-Market Purchases and/or Post-Market Purchases, by timely delivering written notice to Roth Principal Investments for each such Purchase in accordance with the Purchase Agreement on any trading day selected by the Company as the purchase date therefor (the “Purchase Date”), so long as (i) the closing sale price of common stock on the trading day immediately prior to such Purchase Date is not less than a specified threshold price as set forth in the Purchase Agreement and (ii) all shares of common stock subject to all prior Purchases effected by the Company under the Purchase Agreement, including all prior Purchases effected on the same Purchase Date, have been received by Roth Principal Investments at such time and in the manner set forth in the Purchase Agreement.
The Company will control the timing and amount of any sales of common stock to Roth Principal Investments that it may elect, in its sole discretion, to effect from time to time from and after the Commencement Date and during the term of the Purchase Agreement.
In addition, the Company may not issue or sell any shares of common stock to Roth Principal Investments under the Purchase Agreement which, when aggregated with all other shares of common stock then beneficially owned by Roth Principal Investments and its affiliates would result in Roth Principal Investments beneficially owning more than
The Purchase Agreement included an exchange cap of
20
There are no restrictions on future financings, rights of first refusal, participation rights, penalties or liquidated damages in the Purchase Agreement or Registration Rights Agreement, other than a prohibition (with certain limited exceptions) on entering into specified “Variable Rate Transactions” (as such term is defined in the Purchase Agreement) during the term of the Purchase Agreement. Such transactions include, among others, the issuance of convertible securities with a conversion or exercise price that is based upon or varies with the trading price of the common stock after the date of issuance, or the Company effecting or entering into an agreement to effect an “equity line of credit” or other substantially similar continuous offering with a third party, in which the Company may offer, issue or sell common stock or any securities exercisable, exchangeable or convertible into common stock at a future determined price.
The Purchase Agreement will automatically terminate on the earliest to occur of (i) the first day of the month following the 36-month anniversary of the Commencement Date, (ii) the date on which Roth Principal Investments shall have purchased from the Company under the Purchase Agreement shares of common stock for an aggregate gross purchase price of $
As consideration for Roth Principal Investments’ commitment to purchase shares of common stock at the Company’s direction upon the terms and subject to the conditions set forth in the Purchase Agreement, the Company agreed to pay to Roth Principal Investments a cash commitment fee of $
In addition, the Company agreed to reimburse Roth Principal Investments for the reasonable legal fees and disbursements of Roth Principal Investments’ legal counsel in connection with the transactions contemplated by the Purchase Agreement and the Registration Rights Agreement in an amount equal to $
The Company has the right to terminate the Purchase Agreement at any time after Commencement upon
The Company has engaged Digital Offering, LLC, a registered broker-dealer and FINRA member (“Digital Offering”), to be the qualified independent underwriter (“QIU”) in connection with the offering to be registered under the Registration Statement. The Company has agreed to reimburse Roth Principal Investments for the fees and expenses of Digital Offering up to $
As required by the Purchase Agreement and the Registration Rights Agreement, the Company filed a resale registration statement, which was declared effective by the SEC on July 14, 2026. Accordingly, the Commencement Date became July 14, 2026.
During the three and nine months ended September 30, 2026, the Company sold
Deferred Equity Facility Costs
The Company incurred fees totaling approximately $
21
Note 8. Warrants
Warrants Classified as Liabilities
The securities purchase agreements governing warrants issued in registered direct offerings completed in November 2022 and June 2023 (collectively, the “Purchase Warrants”) provide for a value calculation for such warrants using the Black Scholes model in the event of certain fundamental transactions. The fair value calculation provides for a floor on the volatility amount utilized in the value calculation at
As of September 30, 2026, the Company had the following Purchase Warrants outstanding (share amounts in thousands):
| Number of Shares | Exercise Price | Expiration Date | ||||||||
| Warrants issued - November 2022 | $ | |||||||||
| Warrants issued - June 2023 | $ | |||||||||
The following table sets forth changes in the fair value of the Purchase Warrants outstanding (amounts in thousands):
| Number of warrants | ||||||||
| on common shares | Amount | |||||||
| Balance as of December 31, 2025 | $ | |||||||
| Change in fair value of warrants | ||||||||
| Balance as of March 31, 2026 | ||||||||
| Change in fair value of warrants | ( | ) | ||||||
| Balance as of June 30, 2026 | ||||||||
| Change in fair value of warrants | ( | ) | ||||||
| Balance as of September 30, 2026 | $ | |||||||
The outstanding Purchase Warrants had intrinsic value at September 30, 2026.
The fair value of the Purchase Warrants at September 30, 2026 was determined using the Black Scholes model with the following assumptions:
| 2022 Purchase Warrant | 2023 Purchase Warrant | |||||||
| Expected term based on contractual term | ||||||||
| Interest rate (risk-free rate): | % | % | ||||||
| Expected volatility | % | % | ||||||
| Expected dividend | ||||||||
| Fair value of warrants (in thousands) | $ | $ | ||||||
22
The fair value of the Purchase Warrants at December 31, 2025 was determined using the Black Scholes model with the following assumptions:
| 2022 Purchase Warrant | 2023 Purchase Warrant | |||||||
| Expected term based on contractual term | | | ||||||
| Interest rate (risk-free rate): | % | % | ||||||
| Expected volatility | % | % | ||||||
| Expected dividend | ||||||||
| Fair value of warrants (in thousands) | $ | $ | ||||||
Warrants Classified as Equity
The following table summarizes the activity in warrants classified as equity during the three and nine months ended September 30, 2026 (share amounts in thousands):
| Number of Shares | ||||
| Balance as of December 31, 2025 | ||||
| Series C warrants expired | ( | ) | ||
| Balance as of March 31, 2026 | ||||
| Warrants issued | ||||
| Balance as of June 30, 2026 | ||||
| Warrants issued | ||||
| Balance as of September 30, 2026 | ||||
As of September 30, 2026, the Company had the following equity-classified common stock purchase warrants outstanding (share amounts in thousands):
| Warrant Type | Number of Shares | Exercise Price | Expiration | |||||||
| Common stock warrants | $ | |||||||||
| Series A warrants issued | $ | |||||||||
| Series A warrants issued | $ | |||||||||
| Series C warrants issued | $ | |||||||||
| Series D warrants issued | $ | |||||||||
| Series E warrants issued | $ | |||||||||
| Series E warrants issued | $ | |||||||||
| Balance as of September 30, 2026 | ||||||||||
The outstanding equity-classified warrants had intrinsic value at September 30, 2026.
Note 9. Related Party Transactions
A family member of one of the Company’s executive officers is an employee of the Company. The Company recorded compensation expense of approximately $
23
Note 10. Subsequent Events
Issuance of Common Stock under Committed Equity Facility
Subsequent to September 30, 2026, the Company has sold
Private Placement
On October 28, 2026, the Company closed a private placement with Nant Capital, LLC (“Nant”) under a securities purchase agreement dated October 26, 2026. In the private placement, the Company sold
The pre-funded warrants are exercisable at any time until exercised in full. The common warrants have an exercise price of $
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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the accompanying condensed consolidated financial statements and notes included in this Quarterly Report on Form 10-Q. This Quarterly Report on Form 10-Q 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, which include, without limitation, statements about the market for our technology, our strategies, competition, expected financial performance and capital raising efforts. Any statements about our business, financial results, financial condition and operations contained in this Quarterly Report on Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words “believes,” “anticipates,” “expects,” “intends,” “plans,” “projects” or similar expressions are intended to identify forward-looking statements. Our actual results could differ materially from those expressed or implied by these forward-looking statements as a result of various factors, including the risk factors described under Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025 and the risk factors described below under Part II, Item 1A of this Quarterly Report on Form 10-Q. We undertake no obligation to update publicly any forward-looking statements for any reason, except as required by law, even as new information becomes available or events occur in the future.
Overview
Our strategy and primary business objective is to be a profitable, IP-rich fabless semiconductor company offering integrated circuits, or ICs, antenna modules and related non-recurring engineering services. We specialize in the development of mmWave semiconductors, primarily in the unlicensed 60 GHz spectrum band for 802.11ad/ay-compliant devices and in the 28/39 GHz spectrum bands for 5G-compliant devices. We derive our revenue from selling semiconductor devices, as well as antenna modules based on using those mmWave semiconductor devices. We have pioneered a high-volume mmWave IC production test methodology using standard, low-cost production test equipment. It has taken us several years to refine performance of this production test methodology, and we believe this places us in a leadership position in addressing the operational challenges of delivering mmWave products into high-volume markets. We also produce and sell complete mmWave antenna modules. The primary advantage provided by our antenna modules is that our proprietary mmWave ICs and the antenna are integrated into a single device. A differentiating characteristic of mmWave technology is that the RF amplifiers must be as close as possible to the antenna to minimize loss. Our module is designed to enhance the performance of the amplifier/antenna interface and simplify customers’ radio frequency (“RF”) engineering, facilitating more opportunities for customer prospects that have not provided RF-type systems, as well as shortening the time to market for new products.
Our integrated mmWave solutions provide secure, low-latency, high-capacity connectivity for applications spanning fixed wireless access, defense, public safety, mobility, industrial networking, and autonomous systems. In recent quarters, we have been focused on addressing market opportunities for the rapidly expanding requirements of unmanned aerial vehicles (“UAV”), including drones, autonomous systems, and defense communications applications. In 2025, we secured our first defense application with a customer for a drone identification friend or foe (“IFF”) system designed to operate in highly contested electronic warfare environments. Since then, we have expanded our initial engagement with this customer for an IFF application for personnel-mounted systems to IFF applications for our module products for drones. We have also been engaged with another customer for applications for autonomous vehicles and drone swarms. We believe the autonomous, UAV and defense communications markets represent a significant market opportunity for us.
We also had a memory product line comprising our Bandwidth Engine IC products. Taiwan Semiconductor Manufacturing Corporation, or TSMC, the sole foundry that manufactured the wafers used to produce our memory IC products, discontinued the foundry process used to produce such wafers. As a result, in May 2023, we initiated an end-of-life, or EOL, of our memory IC products, and, in March 2025, we fulfilled all then-outstanding EOL orders for our memory IC products. In the second half of 2025, we fulfilled two purchase orders for revenue totaling approximately $0.5 million. During the nine months ended September 30, 2026, we fulfilled two additional purchase orders for revenue totaling approximately $27,000.
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We incurred net losses of approximately $7.4 million for the nine months ended September 30, 2026 and $4.8 million for the year ended December 31, 2025, and we had an accumulated deficit of approximately $189.2 million as of September 30, 2026. These and prior year losses have resulted in significant negative cash flows and historically have required us to raise substantial amounts of additional capital. To date, we have primarily financed our operations through offerings of our common stock and warrants and the issuance of convertible notes and loans to investors and affiliates. As of September 30, 2026, we had cash and cash equivalents of approximately $0.6 million. We expect to continue to incur operating losses for the foreseeable future as we secure additional customers and continue to invest in the commercialization of our products.
Recent Developments
Conclusion of Strategic Review
In November 2026, following the completion of the Nant private placement, our board of directors concluded its review of strategic alternatives, which it had authorized in July 2025 to explore a merger, sale of assets or other similar transaction.
Nant Capital Private Placement
On October 28, 2026, we sold shares of common stock, pre-funded warrants and common warrants to Nant Capital, LLC (“Nant”) in a private placement for net proceeds of approximately $9.6 million. Nant may designate up to two members of our board of directors. See Note 10 to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for the terms of the private placement.
ATM Offering
On August 30, 2024, we entered into an At The Market Offering Agreement (the “Sales Agreement”) with Ladenburg Thalmann & Co. Inc. (“Ladenburg”) with respect to an “at the market” offering program, under which we may, from time to time, in our sole discretion, issue and sell through Ladenburg, acting as agent or principal, shares of our common stock. The Sales Agreement provides that Ladenburg will be entitled to compensation for its services equal to 3.0% of the gross proceeds from sales of any shares of common stock pursuant to the Sales Agreement in addition to the reimbursement of certain expenses. We have no obligation to sell any shares pursuant to the Sales Agreement and either we or Ladenburg may terminate the Sales Agreement in accordance with its terms.
During the three months ended September 30, 2026, we sold 23,797 shares of common stock for net proceeds of approximately $20,900, pursuant to the Sales Agreement. During the nine months ended September 30, 2026, we sold 4,845,421 shares of common stock for net proceeds of approximately $4,688,900 (net of commissions paid to Ladenburg of approximately $145,479), pursuant to the Sales Agreement. See Note 7 to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding the terms of the Sales Agreement.
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Committed Equity Facility
On June 30, 2026, we entered into a Common Stock Purchase Agreement, as amended by a letter agreement dated July 10, 2026 (as amended, the “Purchase Agreement”), and a related Registration Rights Agreement with Roth Principal Investments, LLC (“Roth Principal Investments”), pursuant to which Roth Principal Investments has committed to purchase up to $25.0 million of shares of our common stock from time to time, at our discretion, over a 36-month period, subject to the terms and conditions set forth in the Purchase Agreement. The Purchase Agreement included an exchange cap of 3,004,114 shares (the “Exchange Cap”) on the number of shares issuable to Roth Principal Investments, representing 19.99% of the shares of common stock outstanding immediately prior to execution of the Purchase Agreement, unless we obtained stockholder approval to issue shares in excess of the Exchange Cap in accordance with Nasdaq Listing Rule 5635(d). On September 10, 2026, our stockholders approved the issuance of shares of common stock under the Purchase Agreement in excess of the Exchange Cap. Accordingly, the Exchange Cap no longer applies. We are under no obligation to sell any shares under the Purchase Agreement. The registration statement registering the resale of shares issuable under the Purchase Agreement was declared effective by the SEC on July 14, 2026. See Note 7 to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding the terms of the Purchase Agreement.
During the three and nine months ended September 30, 2026, we sold 202,395 shares of common stock for net proceeds of approximately $97,632, pursuant to the Purchase Agreement. See Note 7 to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding the terms of the Purchase Agreement.
Risks and Uncertainties
We are subject to risks from, among other things, competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history, tariffs, pandemics, wars and acts of terrorism and the volatility of public markets. We may be unable to access the capital markets, and additional capital may only be available to us on terms that could be significantly detrimental to our existing stockholders and to our business.
For additional information on risks that could impact our future results of operations, please refer to “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q.
Critical Accounting Policies and Estimates
The discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (GAAP). The preparation of these condensed consolidated financial statements requires us to make certain estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis we make these estimates based on our historical experience and on assumptions that we consider reasonable under the circumstances. Actual results may differ from these estimates and reported results could differ under different assumptions or conditions. Our significant accounting policies and estimates are disclosed in Note 1 of the “Notes to Condensed Consolidated Financial Statements” included in Part I, Item 1 of this Quarterly Report on Form 10-Q and Note 1 of the “Notes to Consolidated Financial Statements” in our Annual Report on Form 10-K for the year ended December 31, 2025. As of September 30, 2026, there have been no material changes to our significant accounting policies and estimates.
Results of Operations
Net Revenue
| September 30, | Change | |||||||||||||||
| 2026 | 2025 | 2025 to 2026 | ||||||||||||||
| (dollar amounts in thousands) | ||||||||||||||||
| Product - three months ended | $ | 263 | $ | 3,062 | $ | (2,799 | ) | (91 | )% | |||||||
| Percentage of total net revenue | 93 | % | 95 | % | ||||||||||||
| Product - nine months ended | $ | 2,174 | $ | 9,080 | $ | (6,906 | ) | (76 | )% | |||||||
| Percentage of total net revenue | 85 | % | 97 | % | ||||||||||||
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The following tables detail revenue by product category for the three and nine months ended September 30, 2026 and 2025:
| Three Months Ended September 30, | Change | |||||||||||||||
| 2026 | 2025 | 2025 to 2026 | ||||||||||||||
| (dollar amounts in thousands) | ||||||||||||||||
| Memory ICs | $ | — | $ | 72 | $ | (72 | ) | (100 | )% | |||||||
| mmWave ICs | 36 | 2,276 | (2,240 | ) | (98 | )% | ||||||||||
| mmWave modules | 195 | 658 | (463 | ) | (70 | )% | ||||||||||
| mmWave other products | 32 | 56 | (24 | ) | (43 | )% | ||||||||||
| Product revenue | $ | 263 | $ | 3,062 | $ | (2,799 | ) | (91 | )% | |||||||
| Nine Months Ended September 30, | Change | |||||||||||||||
| 2026 | 2025 | 2025 to 2026 | ||||||||||||||
| (dollar amounts in thousands) | ||||||||||||||||
| Memory ICs | $ | 27 | $ | 2,339 | $ | (2,312 | ) | (99 | )% | |||||||
| mmWave ICs | 619 | 4,569 | (3,950 | ) | (86 | )% | ||||||||||
| mmWave modules | 1,384 | 2,102 | (718 | ) | (34 | )% | ||||||||||
| mmWave other products | 144 | 70 | 74 | 106 | % | |||||||||||
| Product revenue | $ | 2,174 | $ | 9,080 | $ | (6,906 | ) | (76 | )% | |||||||
Product revenue decreased for the three and nine months ended September 30, 2026 compared with the same period of 2025 primarily due to the decrease in sales of our EOL memory IC products and a decrease in shipments of our mmWave ICs and antenna modules. The decline in mmWave product shipments during the nine months ended September 30, 2026 was attributed to subdued near-term demand from existing fixed wireless access customers. Our largest fixed wireless access customers in 2025 substantially reduced their orders in 2026, but signs of renewed customer demand are emerging. Most notably, in October we received a production order exceeding $2.0 million from a leading network equipment manufacturer deploying fixed wireless access systems leveraging our 60 GHz technology. We are also pursuing defense, UAV and autonomous-systems opportunities, but these programs are at an early stage, and we cannot predict when, or whether, they will result in production volumes sufficient to offset this decline.
| September 30, | Change | |||||||||||||||
| 2026 | 2025 | 2025 to 2026 | ||||||||||||||
| (dollar amounts in thousands) | ||||||||||||||||
| Services and other - three months ended | $ | 21 | $ | 172 | $ | (151 | ) | -88 | % | |||||||
| Percentage of total net revenue | 7 | % | 5 | % | ||||||||||||
| Services and other - nine months ended | $ | 380 | $ | 243 | $ | 137 | 56 | % | ||||||||
| Percentage of total net revenue | 15 | % | 3 | % | ||||||||||||
Services and other revenue includes royalty, non-recurring engineering services and license revenues. The decrease in services and other revenue for the three months ended September 30, 2026 compared with the same period of 2025 was primarily due to a decrease in non-recurring engineering services revenue related to our mmWave technology, partially offset by an increase in royalties due to one customer’s adjustment of prior years’ reporting of royalties related to our memory technology. The increase in services and other revenue for the nine months ended September 30, 2026 compared with the same period of 2025 was primarily due to an increase in non-recurring engineering services revenue related to our mmWave technology, partially offset by a decrease in royalties from licensees of our memory technology due to reduced shipments by these licensees, which we attribute to the discontinuation of the foundry process by TSMC.
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Cost of Net Revenue and Gross Profit
| September 30, | Change | |||||||||||||||
| 2026 | 2025 | 2025 to 2026 | ||||||||||||||
| (dollar amounts in thousands) | ||||||||||||||||
| Cost of net revenue -three months ended | $ | 61 | $ | 1,417 | $ | (1,356 | ) | -96 | % | |||||||
| Percentage of total net revenue | 21 | % | 44 | % | ||||||||||||
| Cost of net revenue -nine months ended | $ | 906 | $ | 3,753 | $ | (2,847 | ) | -76 | % | |||||||
| Percentage of total net revenue | 35 | % | 40 | % | ||||||||||||
Cost of net revenue is primarily comprised of direct and indirect costs related to the sale of our products, including depreciation of production-related fixed assets.
Cost of net revenue decreased for the three and nine months ended September 30, 2026 when compared with the same periods of 2025, due to the corresponding decreases in product revenue and the reversal of an inventory related accrual of approximately $55,000 in the three and nine months ended September 30, 2026. Our inventories increased to $2.0 million at September 30, 2026 from $1.2 million at December 31, 2025, and we had approximately $2.4 million of non-cancelable purchase commitments at September 30, 2026. If demand for our products does not improve, we may be required to record inventory write-downs, which could be material.
| September 30, | Change | |||||||||||||||
| 2026 | 2025 | 2025 to 2026 | ||||||||||||||
| (dollar amounts in thousands) | ||||||||||||||||
| Gross profit -three months ended | $ | 223 | $ | 1,817 | $ | (1,594 | ) | -88 | % | |||||||
| Percentage of total net revenue | 79 | % | 56 | % | ||||||||||||
| Gross profit -nine months ended | $ | 1,648 | $ | 5,570 | $ | (3,922 | ) | -70 | % | |||||||
| Percentage of total net revenue | 65 | % | 60 | % | ||||||||||||
Gross profit decreased for the three months ended September 30, 2026 compared with the same period of 2025, primarily due to the reduction in product revenues and a net decrease in services and other revenues. During the three months ended September 30, 2026 and 2025, we sold mmWave inventory with cost of net revenue values of approximately $25,000 and $0.3 million, respectively, which was written down prior to January 1, 2026. Gross profit decreased for the nine months ended September 30, 2026 compared with the same period of 2025, primarily due to the reduction in product revenues combined with product mix, specifically the decrease in memory IC shipments. The decrease was partially offset by the net increase in services and other revenues. During the nine months ended September 30, 2026 and 2025, we sold mmWave inventory with cost of net revenue values of approximately $0.5 million and $0.6 million, respectively, which was written down prior to January 1, 2026.
Research and Development
| September 30, | Change | |||||||||||||||
| 2026 | 2025 | 2025 to 2026 | ||||||||||||||
| (dollar amounts in thousands) | ||||||||||||||||
| Research and development -three months ended | $ | 1,532 | $ | 1,528 | $ | 4 | 0 | % | ||||||||
| Percentage of total net revenue | 539 | % | 47 | % | ||||||||||||
| Research and development -nine months ended | $ | 4,742 | $ | 4,773 | $ | (31 | ) | (1 | )% | |||||||
| Percentage of total net revenue | 186 | % | 51 | % | ||||||||||||
Our research and development, or R&D, expenses include costs related to the development of our products, including facility allocations. We expense R&D costs as they are incurred.
We expect that total R&D expenses will remain flat for the remainder of 2026 compared with the first nine months of 2026.
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Selling, General and Administrative
| September 30, | Change | |||||||||||||||
| 2026 | 2025 | 2025 to 2026 | ||||||||||||||
| (dollar amounts in thousands) | ||||||||||||||||
| SG&A -three months ended | $ | 1,356 | $ | 1,479 | $ | (123 | ) | (8 | )% | |||||||
| Percentage of total net revenue | 477 | % | 46 | % | ||||||||||||
| SG&A -nine months ended | $ | 4,291 | $ | 4,501 | $ | (210 | ) | (5 | )% | |||||||
| Percentage of total net revenue | 168 | % | 48 | % | ||||||||||||
Selling, general and administrative, or SG&A, expenses consist primarily of personnel and related overhead costs for sales, marketing, finance, human resources and general management.
The decrease for the three and nine months ended September 30, 2026 compared with the same period of 2025 was primarily attributable to decreases in consulting and professional services costs, partially offset by an increase in stock based compensation.
We expect that total SG&A expense will remain flat or slightly decrease for the remainder of 2026 compared with the first nine months of 2026, as we continue to manage our SG&A expenses.
Liquidity and Capital Resources; Changes in Financial Condition
Cash Flows
As of September 30, 2026, we had cash and cash equivalents of $0.6 million and working capital of $1.6 million.
Net cash used in operating activities was $6.5 million for the first nine months of 2026, which primarily resulted from our net loss of $7.4 million, partially offset by non-cash charges of $0.1 million of depreciation and amortization and $0.5 million of stock based compensation, $0.2 million in net changes in assets and liabilities and $0.1 million of other changes. The changes in assets and liabilities primarily related to the timing of collections of receivables, purchases of inventory and other vendor payables and prepayments.
Net cash used in operating activities was $4.6 million for the first nine months of 2025, which primarily resulted from our net loss of $3.5 million, as increased by $1.7 million in net changes in assets and liabilities, and partially offset by non-cash charges of $0.2 million of depreciation and amortization and $0.4 million of stock based compensation. The changes in assets and liabilities primarily related to the timing of collections of receivables, purchases of inventory and other vendor payables and prepayments.
Net cash used in investing activities was approximately $0.3 million for the first nine months of 2026, which was attributable to the purchase of fixed assets.
Net cash used in investing activities was approximately $79,000 for the first nine months of 2025, which was attributable to the purchase of fixed assets.
Net cash provided by financing activities for the nine months ended September 30, 2026 comprised $4.7 million of net proceeds from sales under our at-the market offering program, and $0.1 million of net proceeds from sales under our committed equity facility and approximately $21,000 of proceeds from option exercises, partially offset by approximately $0.3 million of payments of costs associated with our committed equity facility.
Net cash provided by financing activities of $3.2 million for the nine months ended September 30, 2025 primarily comprised $2.3 million of net proceeds from at-the-market sales of stock and $0.9 million in net proceeds from a warrant inducement offering completed in September 2025.
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Our future liquidity and capital requirements are expected to vary from quarter-to-quarter, depending on numerous factors, including:
| ● | level of revenue; |
| ● | cost, timing and success of technology development efforts; |
| ● | inventory levels, which may fluctuate based on supply chain conditions, customer demand patterns and the timing of supplier deliveries, and we maintain non-cancelable purchase orders with our suppliers, which exposes us to additional inventory risk if demand does not materialize as expected; |
| ● | timing of product shipments, which may be impacted by supply chain disruptions experienced by us or our customers; |
| ● | length of billing and collection cycles, which may be impacted in the event of a global recession or economic downturn; |
| ● | variations in manufacturing yields, material lead time and costs and other manufacturing risks; |
| ● | costs of acquiring other businesses and integrating the acquired operations; and |
| ● | profitability of our business. |
Purchase Obligations
Our primary purchase obligations include non-cancelable purchase orders for inventory. At September 30, 2026, we had outstanding non-cancelable purchase orders for inventory, primarily wafers and substrates, and related expenditures of approximately $2.4 million.
Working Capital
We incurred net losses of approximately $7.4 million for the nine months ended September 30, 2026 and $4.8 million for the year ended December 31, 2025, and we had an accumulated deficit of approximately $189.2 million as of September 30, 2026. These and prior year losses have resulted in significant negative cash flows and have required us to raise substantial amounts of additional capital. To date, we have primarily financed our operations through offerings of our common stock and warrants and the issuance of convertible notes and loans to investors and affiliates. As of September 30, 2026, we had cash and cash equivalents of approximately $0.6 million. We expect to continue to incur operating losses for the foreseeable future as we secure additional customers and continue to invest in the commercialization of our products.
Prior to consideration of the Nant private placement, and the issuance of common stock under the committed equity facility in October 2026, described below, these conditions raised substantial doubt about our ability to continue as a going concern within one year after the date of the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.
On October 28, 2026, we closed a private placement with Nant Capital, LLC (“Nant”) under a securities purchase agreement dated October 26, 2026. In the private placement, we sold 3,271,355 shares of common stock, pre-funded warrants to purchase 16,593,563 shares of common stock, and common warrants to purchase 19,864,918 shares of common stock. Gross proceeds were approximately $10.0 million, and net proceeds were approximately $9.6 million after offering expenses. See Note 10, Subsequent Events.
During the month of October 2026, the Company sold 2,124,209 shares of common stock for net proceeds of approximately $895,000 pursuant to the Purchase Agreement. See Note 10, Subsequent Events.
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Management evaluated whether there are conditions or events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date these condensed consolidated financial statements are issued. In this evaluation, management considered our cash and cash equivalents as of September 30, 2026, the net proceeds received from the Nant private placement and the issuance of common stock under the committed equity facility in October 2026, and our forecasted operating cash requirements. Based on this evaluation, management believes our existing cash, together with the net proceeds from the Nant private placement and such sales under the committed equity facility, will be sufficient to fund operations and meet our obligations as they become due for at least one year after the date these condensed consolidated financial statements are issued. Accordingly, management has concluded that the substantial doubt about our ability to continue as a going concern has been alleviated by the net proceeds received from the Nant private placement and from sales of common stock under the committed equity facility in October 2026.
We will need to increase revenues substantially beyond levels we have attained in the past to generate sustainable operating profit and sufficient cash flows to continue doing business without raising additional capital from time to time. We may seek additional capital, through debt or equity financing, to fund our longer-term business plan. There can be no assurance that additional capital will be available when needed or on terms acceptable to us. If we are unable to obtain additional capital when needed, we may need to implement cost reduction strategies, which may include reducing headcount and curtailing business activities. Such actions could affect our near- and long-term business plan.
Our ability to raise additional capital under our existing programs is subject to limitations. Sales under the Purchase Agreement are subject to a 4.99% beneficial ownership limitation, a minimum closing price threshold and the number of shares registered for resale, and the amount we can raise will depend on the trading price and volume of our common stock. As of September 30, 2026, shares having an aggregate offering price of approximately $320,400 remained available for sale under the Sales Agreement. In addition, the Purchase Agreement restricts our ability to enter into certain variable rate transactions during its term, and our agreement with Nant generally prohibits us from issuing other equity securities, apart from sales under the Purchase Agreement and the Sales Agreement, until as late as December 27, 2026.
Off-Balance Sheet Arrangements
We do not maintain any off-balance sheet arrangements or obligations that are reasonably likely to have a material current or future effect on our financial condition, results of operations, liquidity or capital resources.
Indemnifications
In the ordinary course of business, we enter into contractual arrangements under which we may agree to indemnify the counter-party from losses relating to a breach of representations and warranties, a failure to perform certain covenants, or claims and losses arising from certain external events as outlined within the contract, which may include, for example, losses arising from litigation or claims relating to past performance. Such indemnification clauses may not be subject to maximum loss clauses. We have also entered into indemnification agreements with our officers and directors. No material amounts related to these indemnifications are reflected in our condensed consolidated financial statements for the nine months ended September 30, 2026.
Recent Accounting Pronouncements
See Note 1 to the condensed consolidated financial statements for a discussion of recently-issued accounting pronouncements.
ITEM 4. Controls and Procedures
Disclosure Controls and Procedures. Our management is responsible for establishing and maintaining adequate internal control over our financial reporting. Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of our management, including our Chief Executive Officer/Interim Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Based on this evaluation, our management concluded that, as of September 30, 2026, our disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting. During the quarter ended September 30, 2026, there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II—OTHER INFORMATION
ITEM 1. Legal Proceedings
The discussion of legal matters in Note 4 of the Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q under the heading “Legal Matters” is incorporated by reference in response to this Part II, Item 1.
ITEM 1A. Risk Factors
We face many significant risks in our business, some of which are unknown to us and not presently foreseen. These risks could have a material adverse impact on our business, financial condition and results of operations in the future. Other than as set forth below, there have been no material changes with respect to the risk factors disclosed under Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, which we filed with the SEC on March 30, 2026.
We will need additional capital, and if our revenue does not recover or our expenses exceed our forecasts, we could again face substantial doubt about our ability to continue as a going concern.
Our condensed consolidated financial statements as of September 30, 2026 have been prepared under the assumption that we will continue as a going concern. As of September 30, 2026, we had cash and cash equivalents of $0.6 million and an accumulated deficit of $189.2 million, and our revenue for the nine months ended September 30, 2026 declined 73% compared with the same period of 2025. Prior to the closing of our private placement with Nant Capital, LLC on October 28, 2026 and our sales of common stock under the Purchase Agreement in October 2026, these conditions raised substantial doubt about our ability to continue as a going concern. We believe that our existing cash and cash equivalents, together with the net proceeds of approximately $9.6 million from the Nant private placement and approximately $895,000 from sales of common stock under the Purchase Agreement, will be sufficient to fund our operations for at least one year after the date of the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q. This estimate does not assume any further sales under the Sales Agreement or the Purchase Agreement with Roth Principal Investments.
Our longer-term ability to continue as a going concern is dependent upon our ability to raise additional capital and to achieve sustainable revenues and profitable operations. We will need to increase revenues substantially beyond levels that we have attained in the past in order to generate sustainable operating profit and sufficient cash flows to continue doing business without raising additional capital from time to time. As a result of our expected operating losses and cash burn for the foreseeable future and recurring losses from operations, if we are unable to raise sufficient capital through additional debt or equity arrangements, there will be uncertainty regarding our ability to maintain liquidity sufficient to operate our business effectively, which could again raise substantial doubt as to our ability to continue as a going concern. In addition, our independent registered public accounting firm, in its report on our consolidated financial statements for the year ended December 31, 2025, expressed substantial doubt about our ability to continue as a going concern. If we cannot continue as a viable entity, our stockholders would likely lose most or all of their investment in us.
If we are unable to generate sustainable operating profit and sufficient cash flows, then our future success will depend on our ability to raise capital. We cannot be certain that raising additional capital, whether through selling additional debt or equity securities or obtaining a line of credit or other loan, will be available to us or, if available, will be on terms acceptable to us. If we issue additional securities to raise funds, these securities may have rights, preferences, or privileges senior to those of our common stock, and our current stockholders may experience dilution. If we are unable to obtain funds when needed or on acceptable terms, we may be required to curtail our current product development programs, cut operating costs, forego future development and other opportunities or even terminate our operations.
Our forecast of the period of time through which our financial resources will be adequate to support our operating requirements is a forward-looking statement and involves risks and uncertainties, and actual results could vary as a result of a number of factors, including the factors discussed elsewhere in this “Risk Factors” section and in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025. We have based this estimate on a number of assumptions that may prove to be wrong and changing circumstances beyond our control may cause us to consume capital more rapidly than we currently anticipate. Our inability to obtain additional funding when we need it could seriously harm our business.
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We have a history of losses, and we will need to raise additional capital.
We incurred net losses of approximately $7.4 million for the nine months ended September 30, 2026 and $4.8 million for the year ended December 31, 2025, and we had an accumulated deficit of approximately $189.2 million as of September 30, 2026. These and prior-year losses have resulted in significant negative cash flows. To remain competitive and expand our product offerings to customers, we will need to increase revenues substantially beyond levels that we have attained in the past in order to generate sustainable operating profit and sufficient cash flows to continue doing business without raising additional capital from time to time. Given our history of fluctuating revenues and operating losses, and the challenges we face in securing customers for our products, we cannot be certain that we will be able to achieve and maintain profitability on either a quarterly or annual basis in the future. As a result, we may need to raise additional capital in the future, which may or may not be available to us at all or only on unfavorable terms.
The issuance and sale of our common stock to Roth Principal Investments may cause dilution to our other stockholders and the sale of the shares of common stock acquired by Roth Principal Investments, or the perception that such sales may occur, could cause the price of our common stock to decrease.
On June 30, 2026, we entered into the Purchase Agreement with Roth Principal Investments, pursuant to which Roth Principal Investments has committed to purchase up to $25.0 million of shares of our common stock, upon the terms and subject to the conditions set forth in the Purchase Agreement. The shares of our common stock that may be issued under the Purchase Agreement may be sold by us to Roth Principal Investments at our discretion from time to time over a 36-month period following the effective date of the registration statement registering the resale of such shares, subject to certain conditions. The purchase price for the shares that we may sell to Roth Principal Investments under the Purchase Agreement will fluctuate based on the market price of our common stock. Depending on demand and market liquidity at the time, sales of such shares by Roth Principal Investments may cause the trading price of our common stock to decrease.
We have the right to control the timing and amount of any future sales of our shares to Roth Principal Investments, subject to certain limitations set forth in the Purchase Agreement. Any sales of our common stock to Roth Principal Investments will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to Roth Principal Investments all, some or none of the shares of our common stock that may be available for us to sell pursuant to the Purchase Agreement. If and when we sell shares to Roth Principal Investments, Roth Principal Investments may then resell all, some or none of those shares at any time or from time to time in its discretion. Therefore, our sales to Roth Principal Investments could result in substantial dilution to the interests of other holders of our common stock. Additionally, the sale of a substantial number of shares of our common stock to Roth Principal Investments, or the anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect sales.
The Purchase Agreement originally included an Exchange Cap on the number of shares issuable to Roth Principal Investments, representing 19.99% of our shares of common stock outstanding immediately prior to execution of the Purchase Agreement. On September 10, 2026, our stockholders approved the issuance of shares in excess of the Exchange Cap. As a result, we may issue a substantially greater number of shares to Roth Principal Investments than would otherwise have been permitted, including at prices below $0.9853 per share, which could result in materially greater dilution to our stockholders.
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Nant Capital, LLC has significant influence over us, and its interests may differ from those of our other stockholders.
In October 2026, we sold Nant Capital, LLC (“Nant”) shares and warrants representing up to 39,729,836 shares of our common stock. Although Nant may not exercise its warrants to the extent it would beneficially own more than 19.99% of our common stock, it may be our largest stockholder and may designate up to two members of our board of directors. As a result, Nant may be able to exert significant influence over our business and over matters requiring board or stockholder approval, including the election of directors and any merger, sale of assets or other strategic transaction. Nant’s interests may not align with those of our other stockholders, and its ownership position and board representation may discourage, delay or prevent a change of control that our other stockholders may consider favorable.
Exercise of the warrants would substantially dilute our other stockholders, and sales of these shares after we register them for resale could cause the market price of our common stock to decline.
If we are unable to satisfy the continued listing requirements of Nasdaq, our common stock could be delisted and the price and liquidity of our common stock may be adversely affected.
Our common stock may lose value and could be delisted from Nasdaq due to several factors or a combination of such factors. While our common stock is currently listed on Nasdaq, we can give no assurance that we will be able to maintain compliance with the continued listing requirements of Nasdaq, including, but not limited to, the corporate governance requirements and the minimum closing bid price requirement or the minimum equity requirement. If we fail to maintain compliance with any such continued listing requirement, there can also be no assurance that we will be able to regain compliance with any such continued listing requirement in the future or that our common stock will not be delisted in the future.
On July 21, 2026, we received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the closing bid price of our common stock for the 30 consecutive business days ending on July 20, 2026, we no longer met the requirement to maintain a minimum bid price of $1 per share, as set forth in Nasdaq Listing Rule 5550(a)(2). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we have been provided a period of 180 calendar days, or until January 19, 2027, in which to regain compliance. In order to regain compliance with the minimum bid price requirement, the closing bid price of our common stock must be at least $1 per share for a minimum of ten consecutive business days during this 180-day period. In the event we do not regain compliance within this 180-day period, we may be eligible to seek an additional compliance period of 180 calendar days provided we meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for Nasdaq, with the exception of the bid price requirement, and further provide written notice to Nasdaq of our intent to cure the deficiency during this second compliance period by effecting a reverse stock split, if necessary. However, if it appears to the Nasdaq staff that we will not be able to cure the deficiency, or if we are otherwise not eligible, Nasdaq will provide notice to us that our common stock will be subject to delisting.
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There can be no assurance that we will be able to regain compliance with the minimum bid price requirement and other continued listing requirements of Nasdaq, and our common stock could be delisted in the future.
If we were to be delisted, we would expect our common stock to be traded in the over-the-counter market which could adversely affect the liquidity of our common stock. Additionally, we could face significant material adverse consequences, including:
| ● | a limited availability of market quotations for our common stock; |
| ● | a decreased ability to issue additional securities or obtain additional financing in the future; |
| ● | reduced liquidity for our stockholders; |
| ● | potential loss of confidence by customers, collaboration partners and employees; and |
| ● | loss of institutional investor interest. |
In the event of a delisting, we can provide no assurance that any action taken by us to restore compliance with listing requirements would allow our common stock to become listed again, stabilize the market price or improve the liquidity of our common stock, prevent our common stock from dropping below the Nasdaq minimum bid price requirement, or prevent future non-compliance with Nasdaq’s listing requirements.
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
There are no transactions that have not been previously included in a Current Report on Form 8-K.
ITEM 5. Other Information
None of the Company’s directors or officers
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ITEM 6. Exhibits
(a) Exhibits
| Reference | Filed or | |||||||||||
| Exhibit No. | Exhibit Description | Form | File No. | Form Exhibit | Filing Date | Furnished Herewith | ||||||
| 3.1 | Restated Certificate of Incorporation of the Company | 8-K | 000-32929 | 3.6 | November 12, 2010 | |||||||
| 3.1.1 | Certificate of Amendment to Restated Certificate of Incorporation of the Company | 8-K | 000-32929 | 3.1 | February 14, 2017 | |||||||
| 3.1.2 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, filed with the Secretary of State of the State of Delaware on August 27, 2019 | 8-K | 000-32929 | 3.1 | August 27, 2019 | |||||||
| 3.1.3 | Certificate of Amendment to Articles of Incorporation (Name Change) | 8-K | 000-32929 | 3.1 | December 20, 2021 | |||||||
| 3.1.4 | Certificate of Designation of Series A Special Voting Preferred Stock | 8-K | 000-32929 | 3.2 | December 20, 2021 | |||||||
| 3.1.5 | Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company, filed with the Secretary of State of the State of Delaware on December 15, 2023 | 8-K | 000-32929 | 3.1 | December 19, 2023 | |||||||
| 3.2 | Amended and Restated Bylaws of the Company | 8-K | 000-32929 | 3.1 | November 23, 2021 | |||||||
| 4.1 | Form of Pre-Funded Warrant | 8-K | 000-32929 | 4.1 | October 26, 2026 | |||||||
| 4.2 | Form of Common Warrant | 8-K | 000-32929 | 4.2 | October 26, 2026 | |||||||
| 10.1 | Common Stock Purchase Agreement, dated as of June 30, 2026, by and between Peraso Inc. and Roth Principal Investments, LLC | 8-K | 000-32929 | 10.1 | July 2, 2026 | |||||||
| 10.2 | Registration Rights Agreement, dated as of June 30, 2026, by and between Peraso Inc. and Roth Principal Investments, LLC | 8-K | 000-32929 | 10.2 | July 2, 2026 | |||||||
| 10.3 | Letter Agreement, dated as of July 10, 2026, between Peraso Inc. and Roth Principal Investments, LLC | 8-K | 000-32929 | 10.1 | July 10, 2026 | |||||||
| 10.4 | Amended and Restated Peraso Inc. 2019 Stock Incentive Plan, as amended | 8-K | 000-32929 | 10.1 | September 11, 2026 | |||||||
| 10.5 | Securities Purchase Agreement, dated as of October 26, 2026, by and between Peraso Inc. and Nant Capital, LLC | 8-K | 000-32929 | 10.1 | October 26, 2026 | |||||||
| 10.6 | Form of Registration Rights Agreement | 8-K | 000-32929 | 10.2 | October 26, 2026 | |||||||
| 31.1 | Rule 13a-14 Certification | X | ||||||||||
| 32.1 | Section 1350 Certification | X | ||||||||||
| 101 | The following financial information from Peraso Inc.’s quarterly report on Form 10-Q for the period ended September 30, 2026, filed with the SEC on November 13, 2026, formatted in Inline Extensible Business Reporting Language (Inline XBRL): (i) the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2026 and 2025, (ii) the Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025, (iii) the Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended September 30, 2026 and 2025, (iv) the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2026 and 2025, and (v) Notes to Condensed Consolidated Financial Statements | X | ||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | X | ||||||||||
37
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Dated: November 13, 2026 | PERASO INC. | |
| By: | /s/ Ronald Glibbery | |
| Ronald Glibbery | ||
| Chief Executive Officer and Interim Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | ||
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Exhibit 31.1
CERTIFICATION PURSUANT TO
RULE 13a-14 OF THE SECURITIES EXCHANGE ACT OF 1934
I, Ronald Glibbery, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Peraso Inc. for the period ended September 30, 2026; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: November 13, 2026 | |
| /s/ Ronald Glibbery | |
| Ronald Glibbery | |
|
Chief Executive Officer and Interim Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
Exhibit 32.1
CERTIFICATION OF CEO AND CFO FURNISHED PURSUANT TO
18 U.S.C. § 1350,
AS ADOPTED PURSUANT TO
§ 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report on Form 10-Q of Peraso Inc. (the “Company”) for the quarterly period ended September 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Ronald Glibbery, Chief Executive Officer and Interim Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, to the best of his knowledge, that:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| /s/ Ronald Glibbery | |
| Ronald Glibbery | |
| Chief Executive Officer and Interim Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | |
| November 13, 2026 |
This certification accompanies this Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, or otherwise required, be deemed filed by the Company for purposes of § 18 of the Securities Exchange Act of 1934, as amended.