8-K: Peraso Updates Outstanding Securities, Potential Dilution

Sentiment:

Securities Update 6 October 2025 8:00 AM

Peraso Inc. disclosed its outstanding common stock and a detailed breakdown of potentially dilutive securities as of October 3, 2025.

Capital raise7,143 shares of common stock issuable upon exercise of warrants dated June 2, 2023, at $28.00 per share.142,857 shares of common stock issuable upon exercise of placement agent warrants dated June 2, 2023, at $28.00 per share.91,875 shares of common stock issuable upon exercise of warrants dated November 30, 2022, at $40.00 per share.3,974,520 shares of common stock issuable upon exercise of Series A warrants dated February 8, 2024, at $2.25 per share.139,108 shares of common stock issuable upon exercise of underwriter warrants dated February 8, 2024, at $2.625 per share.1,293,650 shares of common stock issuable upon exercise of Series C Warrants dated November 6, 2024, at $1.61 per share.2,246,030 shares of common stock issuable upon exercise of Series D Warrants dated November 6, 2024, at $1.61 per share.157,223 shares of common stock issuable upon exercise of placement agent warrants dated November 6, 2024, at $1.625 per share.952,380 shares of common stock issuable upon exercise of Series E Warrants dated September 12, 2025, at $1.25 per share.66,667 shares of common stock issuable upon exercise of Placement Agent Warrants dated September 12, 2025, at $1.475 per share.

Summary

As of October 3, 2025, Peraso Inc. had 7,579,223 shares of common stock outstanding and one share of Series A special voting preferred stock.
An additional 837,380 shares of common stock are held in abeyance for a former warrant holder.
57,085 shares of common stock are issuable upon the exchange of exchangeable shares.
1,333,794 shares of common stock are issuable upon the exercise of outstanding stock options, with a weighted average exercise price of $3.38 per share.
2,809 shares of common stock are issuable upon the vesting of restricted stock units.
213,438 shares of common stock are available for future issuance under the company's Amended and Restated 2019 Stock Incentive Plan.
A total of 8,828,950 shares of common stock are issuable from various warrants with exercise prices ranging from $1.25 to $40.00 per share.

Sentiment

Score: 5

Explanation: The filing is a neutral, factual update on outstanding securities and potential dilution, without any explicit positive or negative financial performance indicators.

Positives

Negatives

The significant number of potentially dilutive securities, totaling over 8.8 million shares from warrants alone, could lead to substantial dilution for existing common stockholders if exercised.

Risks

Significant potential dilution from the exercise of outstanding warrants and stock options, which could increase the total number of common shares outstanding and impact earnings per share.
The varying exercise prices of warrants, some significantly higher than others, indicate different market perceptions or capital needs at the time of their issuance.

Future Outlook

Management Comments

Industry Context

Comparison to Industry Standards

Management Changes

Role	Previous Person	New Person	Effective Date	Reason

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment

Legal Proceedings

Related Party Transactions

Stakeholder Impact

Shareholders face potential dilution from the exercise of a substantial number of outstanding warrants and stock options, which could impact the value of their holdings and future earnings per share.

Next Steps

Key Dates

Date	Description
2022-11-30	Date of warrants issued at $40.00 per share.
2023-06-02	Date of warrants and placement agent warrants issued at $28.00 per share.
2024-02-08	Date of Series A warrants issued at $2.25 per share and underwriter warrants issued at $2.625 per share.
2024-11-06	Date of Series C Warrants, Series D Warrants, and placement agent warrants issued at $1.61 or $1.625 per share.
2025-09-12	Date of Series E Warrants issued at $1.25 per share and Placement Agent Warrants issued at $1.475 per share.
2025-10-03	Date for which the outstanding securities update is provided.
2025-10-06	Date of the 8-K report filing.

Recommendation

hold

The filing provides a detailed, factual update on Peraso's outstanding securities and significant potential dilution from various warrants and options. While this information is crucial for valuation, it does not contain performance metrics or strategic shifts that would immediately alter a fundamental investment thesis. Investors should 'hold' and factor in the potential dilution when assessing future share price performance and earnings per share.

Keywords

Peraso Inc., PRSO, Common Stock, Warrants, Stock Options, Dilution, SEC Filing, 8-K, Outstanding Shares, Securities, Capital Structure

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