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Get filing alertsPeraso Inc. registers 31.75M shares for $25M equity line with Roth Principal Investments
Filed July 2, 2026 · ~2 min read
Key Changes
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Peraso entered a committed equity facility on June 30, 2026, allowing it to sell up to $25M of common stock to Roth Principal Investments over 36 months at its discretion; the company controls timing and amount of sales, receiving proceeds only when it directs purchases.
Prospectus Summary verify on EDGAR → -
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The 31.75M shares being registered represent 211% of the 15.04M shares outstanding as of June 23, 2026; if all were issued, existing holders would be diluted to 32.1% of the expanded share base.
The Offering verify on EDGAR → -
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Nasdaq rules cap issuance at 3.00M shares (19.99% of pre-agreement shares outstanding) without stockholder approval or unless the average purchase price equals or exceeds $0.9853 per share, potentially limiting access to the full $25M commitment.
Prospectus Summary verify on EDGAR → -
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Roth Principal Investments will purchase shares at a 3.0% discount to VWAP for market-hours purchases and 6.0% for pre-market/post-market purchases; the company receives no proceeds from Roth's subsequent resales of those shares.
Use of Proceeds verify on EDGAR → -
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Peraso discontinued its memory IC product line in 2023 and completed all end-of-life orders by March 31, 2025, narrowing its focus exclusively to mmWave wireless semiconductor devices, antenna modules, NRE services, and IP licensing.
Prospectus Summary verify on EDGAR → -
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The company may be unable to satisfy Nasdaq's continued listing requirements, including minimum bid price and minimum equity thresholds; delisting would reduce liquidity and limit capital-raising ability.
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Peraso will pay Roth Principal Investments a $500,000 commitment fee (2.0% of the $25M commitment) via 10% withholdings from each purchase, plus $100,000 in initial legal fee reimbursements and up to $7,500 per quarter ongoing.
Summary
Peraso Inc., a fabless semiconductor company focused on millimeter-wave wireless technology, has registered 31.75 million shares for resale by Roth Principal Investments under a committed equity facility executed June 30, 2026.
This is not a traditional underwritten offering: the company has the right, but not the obligation, to sell up to $25 million of common stock to Roth Principal Investments over 36 months at its discretion. Roth purchases at a 3.0% discount to volume-weighted average price during specified valuation periods and may resell immediately.
The company receives proceeds only when it directs a purchase; it receives nothing from Roth's subsequent resales. At the June 29, 2026 closing price of $0.83 per share, the registered shares would be sufficient to raise the full $25 million commitment, but Nasdaq rules cap issuance at 3.00 million shares (19.99% of pre-agreement shares outstanding) without stockholder approval or unless the average purchase price equals or exceeds $0.9853 per share. The 31.75 million registered shares represent 211% of the 15.04 million shares outstanding as of June 23, 2026. If all were issued, existing holders would be diluted to 32.1% of the expanded share base. The company intends to use any proceeds for working capital and general corporate purposes. Peraso has narrowed its product focus after discontinuing its memory IC line in 2023, now concentrating exclusively on mmWave wireless semiconductor devices, antenna modules, NRE services, and IP licensing. The company discloses it may be unable to satisfy Nasdaq's continued listing requirements, including minimum bid price and minimum equity thresholds; delisting would reduce liquidity and limit capital-raising ability. Peraso will pay Roth a $500,000 commitment fee (2.0% of the commitment) via 10% withholdings from each purchase.
Section-by-Section Diff
The Offering · The Offering
Up to 31,750,000 shares may be issued to Roth Principal Investments at the company's discretion; 15,040,679 shares outstanding pre-offering.
Added in current filing · verify on EDGAR →
Up to 31,750,000 shares of our common stock we may issue and sell to Roth Principal Investments from time to time, at our sole discretion, during the Commitment Period.
This is an at-the-market equity line of credit (ELOC) structure where the company may issue up to 31,750,000 shares to Roth Principal Investments at its discretion during a commitment period, rather than a traditional firm-commitment underwritten offering. The company controls the timing and amount of shares sold.
Added in current filing · verify on EDGAR →
15,040,679 shares of common stock.
The company has 15,040,679 shares of common stock outstanding prior to this offering. If all 31,750,000 shares under the Purchase Agreement are issued, total shares outstanding would reach 46,790,679, representing potential dilution of over 111% to existing shareholders.
Added in current filing · verify on EDGAR →
give retroactive effect to the 1-for-40 reverse stock split effective on January 2, 2024.
All share and per-share amounts in the prospectus reflect a 1-for-40 reverse stock split effective January 2, 2024. This consolidation reduced the share count by a factor of 40, typically done to meet minimum listing price requirements.
Added in current filing · verify on EDGAR →
Upon exercise of the Existing Warrants, the Company received gross proceeds of approximately $2.92 million.
On November 6, 2024, the company closed a warrant inducement offering where holders exercised existing Series B warrants at a reduced price of $1.30 per share, generating approximately $2.92 million in gross proceeds. The company issued new Series C and Series D warrants to purchase an aggregate of 4,492,060 shares as inducement.
Prospectus Summary · Prospectus Summary
Peraso Inc., a fabless semiconductor company focused on mmWave wireless technology, is registering 31,750,000 shares for resale under a $25M committed equity facility with Roth Principal Investments.
Added in current filing · verify on EDGAR →
On June 30, 2026, we entered into the Purchase Agreement and a related registration rights agreement, dated as of June 30, 2026 (the “Registration Rights Agreement”), with Roth Principal Investments. Upon the terms and subject to the satisfaction of the conditions contained in the Purchase Agreement, we have the right, in our sole discretion, to sell to Roth Principal Investments up to $25,000,000 of shares of our common stock (subject to certain limitations contained in the Purchase Agreement) (the “Commitment Amount”), from time to time after the date of this prospectus and during the term of the Purchase Agreement through one or more Market Open Purchases, Intraday Purchases, Pre-Market Purchases and/or Post-Market Purchases on any Purchase Date
Peraso entered into a committed equity facility with Roth Principal Investments on June 30, 2026, under which the company has the right (but not the obligation) to sell up to $25,000,000 of common stock over a 36-month period. The company controls the timing and amount of any sales; Roth Principal Investments is obligated to purchase shares only as directed by the company. The facility includes a $500,000 commitment fee (2.0% of the $25M commitment) to be paid over time through 10% withholdings from each purchase.
Added in current filing · verify on EDGAR →
Under the applicable Nasdaq rules, in no event may we issue to Roth Principal Investments under the Purchase Agreement more than 3,004,114 shares of our common stock, which number of shares is equal to 19.99% of the shares of our common stock outstanding immediately prior to the execution of the Purchase Agreement (the “Exchange Cap”), unless (i) we obtain stockholder approval to issue shares of our common stock in excess of the Exchange Cap in accordance with applicable Nasdaq rules, or (ii) the average price per share paid by Roth Principal Investments for all of the shares of our common stock that we direct Roth Principal Investments to purchase from us pursuant to the Purchase Agreement, if any, equals or exceeds $0.9853
Nasdaq rules limit Peraso to issuing no more than 3,004,114 shares (19.99% of shares outstanding at execution) under the facility unless the company obtains stockholder approval or the average price paid equals or exceeds $0.9853 per share. This Exchange Cap could restrict the company's ability to access the full $25M commitment without stockholder approval.
Added in current filing · verify on EDGAR →
As of June 23, 2026, there were 15,040,679 shares of our common stock outstanding, of which 15,016,707 shares were held by non-affiliates of our company. If all of the 31,750,000 shares of common stock offered for resale by Roth Principal Investments under this prospectus were issued and outstanding, such shares would represent approximately 67.9% of both the total number of outstanding shares of common stock and the total number of outstanding shares of common stock held by non-affiliates of our company, in each case as of June 23, 2026.
As of June 23, 2026, Peraso had 15,040,679 shares outstanding. The 31,750,000 shares being registered for resale represent potential dilution of approximately 67.9% of the current outstanding shares if all were issued. The company is registering more shares than needed to raise the full $25M at the current price ($0.83 per share at execution) to provide flexibility if the stock price declines.
Added in current filing · verify on EDGAR →
The per share purchase price that Roth Principal Investments is required to pay for shares of our common stock in a Market Open Purchase effected by us pursuant to the Purchase Agreement, if any, will be determined by reference to the volume weighted average price of our common stock (the “VWAP”), calculated in accordance with the Purchase Agreement, for the period (the “Market Open Purchase Valuation Period”) beginning at the official open (or “commencement”) of the regular trading session on Nasdaq on the applicable Purchase Date for such Purchase, and ending at the earliest to occur of (i) 3:59 p.m., Eastern time, on such Purchase Date or such earlier time publicly announced by the trading market as the official close of the primary trading session on such Purchase Date, (ii) such time that the total aggregate number (or volume) of shares of our common stock traded on Nasdaq during such Market Open Purchase Valuation Period (calculated in accordance with the Purchase Agreement) reaches the applicable share volume maximum amount for such Market Open Purchase (the “Market Open Purchase Volume Maximum”), calculated by dividing (a) the applicable Market Open Purchase Share Amount for such Market Open Purchase, by (b) the Market Open Purchase Percentage we specified in the applicable Market Open Purchase Notice for such Market Open Purchase, and (iii) if we further specify in the applicable Market Open Purchase Notice for such Market Open Purchase that a “limit order discontinue election” (a “Limit Order Discontinue Election”) shall apply to such Market Open Purchase, such time that the trading price of our common stock on Nasdaq during such Market Open Purchase Valuation Period (calculated in accordance with the Purchase Agreement) falls below the applicable minimum price threshold for such Market Open Purchase specified by us in the Market Open Purchase Notice for such Market Open Purchase, or if we do not specify a minimum price threshold in such Market Open Purchase Notice, a price equal to 75.0% of the closing sale price of our common stock on the trading day immediately prior to the applicable Purchase Date for such purchase (the “VWAP Minimum Price Threshold”), less a fixed 3.0% discount to the VWAP for such Market Open Purchase Valuation Period (calculated in accordance with the Purchase Agreement).
Roth Principal Investments will pay a price based on the volume-weighted average price (VWAP) during specified valuation periods, less a 3.0% discount for Market Open Purchases and Intraday Purchases, or a 6.0% discount for Pre-Market and Post-Market Purchases. The company can limit purchases to no more than 25% of trading volume during the valuation period and can set minimum price thresholds. There is no upper limit on the price Roth Principal Investments could be required to pay.
Added in current filing · verify on EDGAR →
We also had a line of memory-denominated integrated circuits, or ICs, for high-speed cloud networking, communications, security appliance, video, monitor and test, data center and computing markets that delivered time-to-market, performance, power, area and economic benefits for system original equipment manufacturers, or OEMs. We initiated an end-of-life of these products in 2023, and substantially fulfilled all outstanding EOL orders of our memory IC products as of March 31, 2025.
Peraso discontinued its memory IC product line in 2023 and substantially completed all end-of-life orders by March 31, 2025. The company is now focused exclusively on mmWave wireless technology semiconductor devices and antenna modules, plus NRE services and IP licensing. This represents a narrowing of the company's product portfolio to a single technology area.
Use of Proceeds · Use of Proceeds
Company receives no proceeds from selling stockholder sales; may receive up to $25M from Roth Principal Investments under Purchase Agreement for working capital.
Added in current filing · verify on EDGAR →
We will not receive any proceeds from the sale of shares of common stock by Roth Principal Investments.
The company explicitly states it will receive zero proceeds from shares sold by Roth Principal Investments (the selling stockholder). All proceeds from those sales go to the selling stockholder, not to the company.
Added in current filing · verify on EDGAR →
We may receive up to $25,000,000 aggregate gross proceeds under the Purchase Agreement from any sales we make to Roth Principal Investments pursuant to the Purchase Agreement.
The company may receive up to $25 million in gross proceeds from a separate Purchase Agreement where the company sells shares to Roth Principal Investments. However, the company is not obligated to sell any shares, so actual proceeds are indeterminate. This is a committed equity facility, not a traditional underwritten offering.
Added in current filing · verify on EDGAR →
We expect to use any proceeds that we receive under the Purchase Agreement for working capital and general corporate purposes.
Any proceeds the company receives from the Purchase Agreement will be used for working capital and general corporate purposes. The company retains broad discretion over the specific allocation of these proceeds.
Added in current filing · verify on EDGAR →
To date, we have paid no cash dividends on our shares of common stock and we do not expect to pay cash dividends on our common stock in the foreseeable future.
The company has never paid dividends and does not plan to pay them in the foreseeable future. Any return to investors would come solely from stock price appreciation, not dividend income.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
Roth Principal Investments has agreed to pay directly to Digital Offering a cash fee of $50,000 as consideration for its services in connection with acting as the qualified independent underwriter in this offering, with such amount to be reimbursed by us on or prior to the Closing Date.
Digital Offering is acting as qualified independent underwriter and will receive a $50,000 fee. Roth Principal Investments pays this fee initially, but the company will reimburse it by the Closing Date, making it effectively a company expense.
Risk Factors · Risk Factors
Peraso entered a $25M committed equity facility with Roth Principal Investments; risks include dilution, uncertain proceeds, and Nasdaq delisting.
Added in current filing · verify on EDGAR →
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 $25,000,000 of Purchase Shares, upon the terms and subject to the conditions set forth in the Purchase Agreement.
Peraso entered into a committed equity facility on June 30, 2026, under which Roth Principal Investments committed to purchase up to $25,000,000 of common stock over a 36-month period. The company controls the timing and amount of sales, subject to conditions including a minimum closing bid price threshold and Nasdaq exchange cap limitations. Roth Principal Investments will purchase shares at a 3.0% discount to VWAP during specified valuation periods.
Added in current filing · verify on EDGAR →
Under the applicable Nasdaq rules, in no event may we issue to Roth Principal Investments under the Purchase Agreement shares of common stock in excess of the Exchange Cap (or 3,004,114 shares of common stock, representing 19.99% of the shares of our common stock outstanding immediately prior to the execution of the Purchase Agreement), unless (i) we obtain stockholder approval to issue shares of common stock in excess of the Exchange Cap in accordance with applicable Nasdaq rules
Nasdaq rules limit Peraso to issuing no more than 3,004,114 shares (19.99% of shares outstanding prior to the agreement) to Roth Principal Investments without stockholder approval. This exchange cap restricts the company's ability to access the full $25,000,000 commitment unless shareholders approve additional issuances or the average purchase price meets a specified threshold of $0.9853 per share.
Added in current filing · verify on EDGAR →
Assuming a purchase price of $0.83 per share (the closing sale price of the shares of common stock on June 29, 2026), the maximum number of shares we could sell to Roth Principal Investments under the Purchase Agreement at that price would be approximately 30,120,481 shares, resulting in gross proceeds to us of approximately $25,000,000
At the June 29, 2026 closing price of $0.83 per share, Peraso could issue approximately 30,120,481 shares to access the full $25,000,000 commitment. The prospectus registers 31,750,000 shares for resale by Roth Principal Investments. Because Roth Principal Investments purchases at a 3.0% discount to VWAP and may resell shares immediately, sales could cause substantial dilution to existing stockholders and downward pressure on the stock price.
Added in current filing · verify on EDGAR →
While our common stock is currently listed on Nasdaq, we can give no assurance that we will be able to satisfy the continued listing requirements of Nasdaq in the future, including but not limited to the corporate governance requirements and the minimum closing bid price requirement or the minimum equity requirement.
Peraso discloses it may be unable to satisfy Nasdaq's continued listing requirements, including minimum bid price and minimum equity requirements. If delisted, the stock would likely trade over-the-counter, which would reduce liquidity, limit the company's ability to raise capital, and potentially cause loss of institutional investor interest and customer confidence.
Added in current filing · verify on EDGAR →
Although the Purchase Agreement provides that we may sell up to $25,000,000 of our common stock to Roth Principal Investments, only 31,750,000 Purchase Shares are being registered under the Securities Act for resale by Roth Principal Investments under the registration statement that includes this prospectus.
The company has a standby equity purchase agreement with Roth Principal Investments allowing it to sell up to $25 million of common stock over 36 months at the company's discretion. The company is registering 31,750,000 shares for resale by Roth Principal Investments, representing 67.9% of current shares outstanding. Purchase prices will be based on volume-weighted average prices during specified periods with discounts of 6.0% for pre-market and post-market purchases.
Added in current filing · verify on EDGAR →
Moreover, to the extent that the Exchange Cap remains applicable to issuances and sales of our common stock under the Purchase Agreement, if we elect to issue and sell to Roth Principal Investments more shares of common stock than the Exchange Cap (or 3,004,114 shares of common stock) under the Purchase Agreement, which we have the right, but not the obligation, to do, we must first obtain stockholder approval to issue shares of common stock in excess of the Exchange Cap under the Purchase Agreement in accordance with applicable Nasdaq rules.
Nasdaq rules limit the company to issuing 3,004,114 shares (the Exchange Cap) under the Purchase Agreement without stockholder approval. This is substantially less than the 31,750,000 shares being registered. The company would need stockholder approval to access the full $25 million commitment unless the average purchase price exceeds $8.32 per share (calculated as $25M / 3,004,114 shares).
Added in current filing · verify on EDGAR →
At an assumed purchase price per share of $0.83, representing the closing sale price of our common stock on Nasdaq immediately prior to the execution of the Purchase Agreement, the number of Purchase Shares that are being registered under the registration statement that includes this prospectus would be sufficient to enable us to receive the full $25,000,000 in aggregate gross proceeds from the sale of such Purchase Shares to Roth Principal Investments under the Purchase Agreement.
At the $0.83 closing price on June 29, 2026 (immediately prior to agreement execution), the 31,750,000 registered shares would be sufficient to raise the full $25 million. The table shows that at $0.60 per share, the company would raise only $19.05 million from all registered shares; at $0.80 or above, it could reach the full $25 million commitment. Issuance of all registered shares would dilute existing holders to 32.1% of the expanded share base.
Added in current filing · verify on EDGAR →
As consideration for Roth Principal Investments’ commitment to purchase shares of common stock at our direction upon the terms and subject to the conditions set forth in the Purchase Agreement, we agreed to pay to Roth Principal Investments the Commitment Fee of $500,000, which is equal to 2.0% of Roth Principal Investments’ $25,000,000 total aggregate dollar amount purchase commitment under the Purchase Agreement.
Peraso agreed to pay Roth Principal Investments a $500,000 commitment fee (2.0% of the $25,000,000 commitment), paid over time by withholding 10% of each purchase price until the full fee is collected. The company also agreed to reimburse $100,000 in initial legal fees and up to $7,500 per fiscal quarter for ongoing legal fees related to due diligence.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 4, 2026 · How we verify