PRSO 8-K
Peraso Inc. (PRSO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 20, 2025, Ian McWalter provided written notice to the secretary of Peraso Inc. (the “Company”) that, in connection with his planned retirement, he will not stand for re-election as a director of the Company upon the expiration of his current term, which expires at the Company’s 2025 annual meeting of stockholders. Mr. McWalter currently serves as a member of the Board and the Board’s Audit Committee and Compensation Committee. Mr. McWalter’s retirement and decision to stand for re-election was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Item 8.01 Other Events.
On November 21, 2025, the Company filed a prospectus supplement (the “Current Prospectus Supplement”) to increase the maximum number of shares (the “Shares”) of the Company’s common stock, par value $0.001 per share, issuable pursuant to the At the Market Offering Agreement between the Company and Ladenburg Thalmann & Co. Inc., dated August 30, 2024 (the “Sales Agreement”), to up to an aggregate of $3,150,000 of Shares, which does not include the Shares having an aggregate gross sales price of approximately $4,095,176 that have been sold to date under the Sales Agreement.
The issuance and sale of the Shares by the Company under the Sales Agreement will be made pursuant to the Company’s registration statement on Form S-3 (File No. 333-280798) filed with the Securities and Exchange Commission on July 12, 2024 and declared effective on July 22, 2024 (the “Registration Statement”) and a base prospectus dated as of July 22, 2024 included in the Registration Statement, as supplemented by the prospectus supplements dated as of August 30, 2024, December 10, 2024 and October 10, 2025 and the Current Prospectus Supplement.
Attached hereto as Exhibit 5.1 to this Current Report on Form 8-K is the opinion of Mitchell Silberberg & Knupp LLP, relating to the legality of the issuance and sale of the Shares.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 5.1 | Opinion of Mitchell Silberberg & Knupp LLP | |
| 23.1 | Consent of Mitchell Silberberg & Knupp LLP (included in Exhibit 5.1) | |
| 104 | The cover page of this Current Report on Form 8-K formatted in Inline XBRL |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PERASO INC. | ||
| Date: November 21, 2025 | By: | /s/ James Sullivan |
| James Sullivan | ||
| Chief Financial Officer | ||
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Exhibit 5.1
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| Mitchell Silberberg & Knupp llp | |
| A Law Partnership Including Professional Corporations |
November 21, 2025
Peraso Inc.
2033 Gateway Place, Suite 500
San Jose, California 95110
Re: Peraso Inc. – Registration Statement on Form S-3 (File No. 333-280798)
Ladies and Gentlemen:
We have acted as counsel to Peraso Inc., a Delaware corporation (the “Company”), in connection with its filing of (i) a Registration Statement on Form S-3 (File No. 333-280798) (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), with the Securities and Exchange Commission (the “Commission”), (ii) the base prospectus, dated as of July 22, 2024 (the “Base Prospectus”), included in the Registration Statement and (iii) the prospectus supplements to the Base Prospectus, dated as of August 30, 2024, December 10, 2024, October 10, 2025 and November 21, 2025 (together with the Base Prospectus, as supplemented from time to time by one or more prospectus supplements, the “Prospectus”), each filed with the Commission pursuant to Rule 424 promulgated under the Act.
The Prospectus relates to the public offering of an aggregate of $3,150,000 of shares of common stock, par value $0.001 per share (the “Shares”). The Shares are being sold pursuant to that certain At The Market Offering Agreement, dated as of August 30, 2024, by and between Ladenburg Thalmann & Co. Inc., as the sales agent, and the Company (the “Sales Agreement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the Prospectus, other than as expressly stated herein with respect to the issuance of the Shares.
We have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. The opinions expressed herein are limited to the General Corporation Law of the State of Delaware. We express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction. We express no opinion herein concerning any state securities or blue sky laws.
In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of the originals of such latter documents and the legal competence of all signatories to such documents.
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November 21, 2025
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Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that the Shares have been duly authorized for issuance, and when issued against payment therefor pursuant to the terms of the Sales Agreement, will be validly issued, fully paid and non-assessable.
Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, as further limited above, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.
This opinion is rendered to you in connection with the offering described above.
We hereby consent to the filing of this opinion with the Commission as an exhibit to the Current Report on Form 8-K of the Company being filed on the date hereof and to the reference to our firm in the Prospectus and the Registration Statement. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
| Very truly yours, | |
| /s/ Mitchell Silberberg & Knupp LLP |