Peraso Inc. registers up to 31.75M shares for resale in $25M equity line with Roth Principal

Filed July 2, 2026 · ~2 min read

Key Changes

• high

  Peraso entered a committed equity facility allowing it to sell up to $25M of common stock to Roth Principal Investments over 36 months at its discretion; the company receives NO proceeds from Roth's resales of the 31.75M registered shares, only from its own sales to Roth under the Purchase Agreement.

  Use of Proceeds verify on EDGAR →
• high

  Nasdaq rules cap issuance at 3,004,114 shares (19.99% of outstanding) without stockholder approval unless the average price paid equals or exceeds $0.9853/share; the 31.75M share registration far exceeds this Exchange Cap, limiting near-term access to the facility.

  Risk Factors verify on EDGAR →
• high

  If all 31.75M shares were issued, they would represent 67.9% of the current 15.04M shares outstanding as of June 23, 2026, causing substantial dilution; Roth purchases at 3.0%-6.0% discounts to VWAP, and resales may pressure the stock price.

  Prospectus Summary verify on EDGAR →