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Item 1. Business

2025-03-28 compared with 2024-03-29 · 424 added, 490 removed, 37 unchanged (96% of the section changed)

We are a fabless semiconductor

company focused on the development and sale of:

i) millimeter wavelength wireless technology, or mmWave, semiconductor devices and antenna

modules based on our proprietary semiconductor devices and ii) performance of non-recurring engineering, or NRE, services and licensing

of intellectual property, or IP.

Our primary focus is the development of mmWave, which is generally described as the frequency band from

24 Gigahertz, or GHz, to 300 GHz.

Our mmWave products enable a range of applications including:

are a fabless semiconductor company focused on the development and sale of:

i) millimeter wavelength wireless technology, or mmWave,

semiconductor devices and antenna modules based on our proprietary semiconductor devices and ii) performance of non-recurring engineering,

or NRE, services and licensing of intellectual property, or IP.

Our primary focus is the development of mmWave technology for wireless

communications.

mmWave is generally described as the frequency band from 24 Gigahertz, or GHz, to 300 GHz.

Our mmWave products, which

primarily operate in the spectrum from 24 GHz to 71 GHz, enable a range of applications including:

multi-gigabit point-to-point, or PtP,

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military communications;

and consumer applications, such

as high performance wireless video streaming and untethered augmented reality and virtual reality.

and consumer applications,

such as high performance wireless video streaming and untethered augmented reality and virtual reality.

We also have a line of memory-denominated

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and computing markets that deliver time-to-market, performance, power, area and economic benefits for system original equipment manufacturers,

As discussed below, we initiated an end-of-life of these products in 2023.

Business Combination

As discussed below, we initiated an end-of-life of these products in 2023 and expect to complete final shipments in March 2025.

were formerly known as MoSys, Inc., or MoSys.

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Inc., entered into an Arrangement Agreement, or the Arrangement Agreement, with Peraso Technologies Inc., or Peraso Tech, a privately-held

corporation existing under the laws of the province of Ontario, to acquire all of the issued and outstanding common shares of Peraso Tech,

or the Peraso Shares, including those Peraso Shares to be issued in connection with the conversion or exchange of secured convertible

corporation existing under the laws of the province of Ontario, to acquire all of the issued and outstanding common shares of Peraso

Tech, or 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, or the Arrangement,

2 unchanged sentences

the Arrangement Agreement, the Arrangement was completed, and we changed our name from MoSys to “Peraso Inc.” and began trading

on The Nasdaq Stock Market, or the Nasdaq, under the symbol “PRSO.” Certain previous shareholders of Peraso Tech elected to

convert their Peraso Tech common stock into exchangeable shares in 2864555 Ontario Inc., one of our wholly-owned subsidiaries.

These exchangeable

shares, which can be converted into our common stock at the option of the holder, are similar in substance to our common stock .

Industry Trends and Market Opportunities

Historically, virtually all wireless communications has utilized the

frequency spectrum below 6 GHz.

Primary examples include cell phone communications, WiFi, Bluetooth, Internet of Things, or IoT, and more

recently, broadband internet access or FWA.

In parallel, a broad array of applications continues to push the boundaries of available wireless

network capacity.

These include video streaming services, such as those offered by Netflix, Apple and Amazon, user-generated video content,

such as TikTok and Instagram Reels, and broadly, personal video content generated by personal mobile devices.

While the sub-6 GHz band has traditionally been sufficient for these

services, with growing demand, the industry is migrating towards mmWave spectrum as an additional source of wireless capacity.

spectrum is an extremely valuable commodity and is highly regulated by federal governments around the world.

Spectrum is broadly segmented

into either licensed frequencies or unlicensed frequencies, although most frequencies are licensed.

This holds true for mmWave frequencies

between 24 GHz and 100 GHz.

In the case of mmWave, the 3rd Generation Partnership Project, or 3GPP, has included the spectrum from 24

GHz to 43 GHz in its 5G specification.

This is licensed spectrum in most jurisdictions around the world, and carriers must license this

spectrum if they choose to utilize the mmWave frequency bands within that spectrum.

Alternatively, the spectrum from 57 GHz to 71 GHz

is generally unlicensed around the world, and, therefore, a license is not required to operate in this spectrum.

To that end, the Institute

of Electrical and Electronics Engineers, or IEEE, has established two standards which utilize this unlicensed mmWave spectrum, IEEE 802.11ad

and IEEE 802.11ay.

Peraso has developed silicon products that comply with both the licensed and unlicensed standards.

IEEE 802.11ad/ay:

License-Free mmWave

A primary opportunity for

our mmWave products in unlicensed-band applications is the FWA market.

In this market segment, wireless Internet service providers, or

WISPs, provide their customers with a fixed wireless link to a base station or small cell, thus providing the customer with high-speed

access to the Internet.

on The Nasdaq Stock Market, or the Nasdaq, under the symbol “PRSO.” Certain previous shareholders of Peraso Tech elected

to convert their Peraso Tech common stock into exchangeable shares in 2864555 Ontario Inc., one of our wholly-owned subsidiaries.

exchangeable shares, which can be converted into our common stock at the option of the holder, are similar in substance to our common

Trends and Market Opportunities

Historically,

virtually all wireless communications have utilized the frequency spectrum below 6 GHz.

Primary examples include cell phone communications,

WiFi, Bluetooth, Internet of Things, and more recently, broadband internet access or FWA.

In parallel, a broad array of applications

continues to push the boundaries of available wireless network capacity.

These include video streaming services, such as those offered

by Netflix, Apple and Amazon, user-generated video content, such as TikTok and Instagram Reels, and broadly, personal video content generated

by personal mobile devices.

the sub-6 GHz band has traditionally been sufficient for these services, with growing demand, the mmWave spectrum is an additional source

of wireless capacity.

Wireless spectrum is an extremely valuable commodity and is highly regulated by federal governments around the

Spectrum is broadly segmented into either licensed frequencies or unlicensed frequencies, although most frequencies are licensed.

The mmWave frequencies between 24 GHz and 100 GHz include both licensed and unlicensed spectrum.

In the case of mmWave, the 3rd Generation

Partnership Project, or 3GPP, has included the spectrum from 24 GHz to 43 GHz in its 5G specification.

This is licensed spectrum in most

jurisdictions around the world, and carriers must license this spectrum if they choose to utilize the mmWave frequency bands within that

Alternatively, the spectrum from 57 GHz to 71 GHz is generally unlicensed around the world, and, therefore, a license is not

required to operate in this spectrum.

To that end, the Institute of Electrical and Electronics Engineers, or IEEE, has established two

standards which utilize this unlicensed mmWave spectrum, IEEE 802.11ad and IEEE 802.11ay.

We have developed silicon products that comply

with both the licensed and unlicensed standards.

an August 2024 report titled, Millimeter Wave Technology , Allied Market Research valued the global mmWave technology market at

$3.4 billion, and forecasted it to grow at a 20% compound annual growth rate from 2024 to 2032.

License-Free mmWave Market

primary opportunity for our mmWave products in unlicensed-band applications is the FWA market.

In this market segment, wireless Internet

service providers, or WISPs, provide their customers with a fixed wireless link to a base station or small cell, thus providing the customer

with high-speed access to the Internet.

mmWave can provide both upload and download speeds of over 1 Gbps.

In addition, we believe mmWave can be a less

expensive alternative to installing fiber and allows FWA carriers a competitive advantage against other access technologies, such as cable

From an equipment perspective, this worldwide market has historically been serviced by FWA OEMs, such as Ubiquiti Inc., or

Ubiquiti, Cambium Networks, Ltd.

In addition, we believe mmWave

is generally a much less expensive alternative to installing underground fiber optic cable and provides FWA carriers with competitive

and cost advantages compared to other access technologies, such as cable broadband.

From an equipment perspective, the FWA worldwide

market has historically been serviced by OEMs, such as Ubiquiti Inc., or Ubiquiti, Cambium Networks, Ltd.

and SIA MikroTik.

WISPs are addressing a segment of the broadband market not served by the traditional

carriers, or, in some cases, underserved by the carriers.

The FWA market has been helped

in recent years with the advent of government incentives aimed at closing the so-called ‘digital divide’ between urban and

rural broadband access.

The WISP market is experiencing strong growth.

According to The 2021 Fixed-Wireless and Hybrid ISP Industry

Report prepared by the Carmel Group, the number of subscribers that WISP providers serve in the United States is expected to grow

from 6.9 million at the end of 2020 to 12.7 million by the end of 2025.

Additionally, the U.S.

government has allocated significant support

for the improvement of broadband access to underserved and unserved communities.

In 2020, the U.S.

Federal Communications Commission,

or FCC, established the Rural Digital Opportunity Fund, or RDOF, to award up to $20.4 billion for the development of improved broadband

in rural communities.

WISPs address segments of the broadband market either not served or underserved by the traditional carriers, such as rural markets.

FWA market has been helped in recent years with the advent of government incentives aimed at closing the so-called ‘digital divide’

between urban and rural broadband access.

In 2023, the U.S.

government established the Broadband Equity, Access, and Deployment, or BEAD, program, which has

allocated $42.45 billion to expand high-speed Internet access by funding planning, infrastructure deployment and adoption programs in

all 50 states.

A related opportunity for

us in the license-free FWA space is dense urban markets, many of which have a high saturation of informal settlements.

As of August 2023,

the World Economic Forum estimates there are over 1.1 billion people living in informal settlements around the world.

Traditional last

mile technology, such as WiFi, is not able to handle to the congestion of users in such communities.

This is because WiFi radio signals

spread out in all directions, much like a bare incandescent light bulb.

Due to the very high population density in informal settlements,

many WiFi transmitters are required, and as such, tend to cancel each other out with overlapping signals.

Because our mmWave technology

utilizes beamforming, the signals are more like beams from a car headlight, very narrow and controlled.

Therefore, in a dense environment,

mmWave is much better at handling high congestion, as the radio signals generally do not overlap.

Another advantage our mmWave technology

provides in the dense urban environment is reduced power consumption.

government established the Broadband Equity, Access, and Deployment, or BEAD,

program, which allocated $42.45 billion to expand high-speed Internet access by funding planning, infrastructure deployment and adoption

programs in all 50 states.

The National Telecommunications and Information Administration, or NTIA, is the agency responsible for administering

the BEAD program.

When initially introduced, the NTIA had originally provided guidance that BEAD funding would be prioritized for

primarily fiber deployments, and that alternative technologies such as unlicensed fixed wireless were not eligible for BEAD

program funding.

On February 4, 2025, Arielle Roth was nominated to take over leadership of the NTIA.

Roth, speaking at a Federalist

Society event in June, 2024, stated that the NTIA has “imposed extreme tech bias in favor of fiber.” On March 4, 2025,

the Wall Street Journal reported that the U.S.

Commerce Secretary, Howard Lutnick, has told staff he plans to make the BEAD program technology

A shift to a technology-neutral approach would include all forms of FWA, including our 60GHz mmWave wireless technology.

related opportunity for us in the license-free FWA space is dense urban markets, many of which have a high saturation of informal settlements.

In a December 2023 report, the International Telecommunications Union, or ITU, reported that an estimated 2.6 billion people, or one-third

of the global population, does not have Internet access.

As of August 2023, the World Economic Forum estimated there were over 1.1 billion

people living in informal settlements around the world.

Traditional last mile technology, such as WiFi, is not able to handle the congestion

generated by the dense concentration of users in such communities.

This is because WiFi radio signals spread out in all directions, much

like a light bulb.

Due to the very high population density in informal settlements, numerous WiFi transmitters are required, and as such,

tend to cancel each other out with overlapping signals.

Because our mmWave technology utilizes beamforming, the signals are more like

beams from a car headlight, very narrow and controlled.

Therefore, in a dense environment, mmWave is much better at handling high congestion,

as the radio signals generally do not overlap.

Another advantage our mmWave technology provides in the dense urban environment is reduced

power consumption.

The power grid in an informal settlement can often be unreliable.

Our technology can operate under 12 watts, which enables communications networks to continue to operate on a backup battery power supply

for several hours.

An additional market for Peraso

60GHz mmWave products is military applications.

Specifically, as a result of our RF beamforming and beamsteering capability, the military

is considering the use of mmWave for stealth tactical communications.

Unlike traditional wireless technology that radiates equally in

all directions (omni), mmWave technology utilizes phased-array RF beams to focus the RF energy into a specific intensity and direction.

The military refers to mmWave as an inherently stealthy protocol – Low Probability of Interception (LPI)/Low Probability of Detection

(LPD)/Anti-Jamming (AJ).

An additional benefit of using the 60GHz spectrum, is since this band is generally unlicensed around the world,

these communications will not interfere with locally licensed spectrum.

Also, as our devices operate at under 12 watts, a light battery

can be used for simple deployment in combat settings.

Further, as our mmWave technology can support gigabit speeds, military personnel

are able to transmit and receive information in a timely manner.

In 2023, we were awarded a proof-of-concept license and technology development

contract to enable mmWave-based communications between soldiers and their vehicle.

Our 60 GHz products can also

be applied to consumer applications, as we believe our technology can provide key advantages to this market.

For example, we are targeting

the high-performance, video-streaming market, specifically the virtual reality, or VR, market.

In its market report, Virtual Reality

Devices, Verticals, and Value Chain – 1Q 2022 , ABI Research estimates a market opportunity of over 6 million VR headsets

by the end of 2025, which we believe translates into a total available market for us in 2025 of approximately $180 million, assuming an

average selling price to us of $30 for an antenna module included in each VR headset.

Uses of VR are envisioned in a broad variety of

markets, including gaming, real estate, healthcare, and transportation.

We believe that our mmWave technology has certain characteristics

that are ideal for VR applications.

First, mmWave’s high data rate of 3 Gbps supports high-resolution displays.

Second, our proprietary

beamforming and beamtracking techniques keep latency to under 5 milliseconds, or ms, so the user does not experience lags in the experience.

Third, mmWave technology is less susceptible to interference and, as mentioned above in the context of dense urban environments, can operate

in highly congested environments, which limits interruptions in the VR user’s experience.

Other market opportunities

for 60 GHz mmWave technology include transportation safety, factory automation, and railway communications.

Our technology can operate under 12 watts, which

enables communications networks to continue to operate on a backup battery power supply for several hours.

additional market for our 60GHz mmWave products is military applications.

Specifically, as a result of our radio frequency, or RF, beamforming

and beamsteering capabilities, militaries and their defense contractors are evaluating the use of mmWave for stealth tactical communications.

Unlike traditional wireless technology that radiates equally in all directions (omni), mmWave technology utilizes phased-array RF beams

to focus the RF energy into a specific intensity and direction.

The military views mmWave as an inherently stealthy protocol –

Low Probability of Interception (LPI)/Low Probability of Detection (LPD)/Anti-Jamming (AJ).

As the 60GHz spectrum band is generally unlicensed

around the world, these communications will not interfere with locally licensed spectrum, providing additional benefit.

devices operate at under 12 watts, a light battery can be used for simple deployment in field deployments and combat settings.

as our mmWave technology can support gigabit speeds, military personnel are able to transmit and receive information in a timely manner.

We are engaged with multiple defense contractors, and in 2023, we were awarded a proof-of-concept license and technology development

We received an additional engagement for our mmWave products in 2024, and we expect to commence initial shipments for this

engagement by mid 2025.

60 GHz products can also be applied to consumer applications, as we believe our technology can provide key advantages to this market.

For example, we are targeting the high-performance, video-streaming market, specifically the virtual reality, or VR, market.

VR are envisioned in a broad variety of markets, including gaming, real estate, healthcare, and transportation.

We believe that our mmWave

technology has certain characteristics that are ideal for VR applications.

First, mmWave’s high data rate of 3 Gbps supports high-resolution

Second, our proprietary beamforming and beamtracking techniques keep latency to under 5 milliseconds, or ms, so the user does

not experience lags.

Third, mmWave technology is less susceptible to interference and, as mentioned above in the context of dense urban

environments, can operate in highly congested environments, which limits interruptions in the VR user’s experience.

market opportunities for 60 GHz mmWave technology include transportation safety, factory automation, and railway communications.

Licensed mmWave Market

The frequency band from 24

GHz to 43 GHz has been designated as the mmWave band in 5G communications.

In the United States, this band is generally licensed to carriers

by the FCC for expensive license fees that can reach billions of dollars.

Carriers license this spectrum to ensure there is no interference

from other carriers using the same frequencies.

We believe that the primary benefit of mmWave to carriers is the availability of additional

spectrum within the licensed band, to provide additional capacity to handle the growth of mobile users.

In its report, 5G Millimeter

Wave 2023 , Mobile Experts Inc.

predicts that, based on current user growth predictions, U.S.

carriers will saturate the capacity of

their networks using existing spectrum by 2025, and will need to utilize mmWave to provide additional capacity.

Our initial target for

licensed-band applications is the FWA segment, as carriers can utilize the additional network capacity offered by mmWave to provide

FWA services.

According to the Ericsson Mobility Report , as of November 2023, approximately 80% of mobile service providers

have an FWA offering and 121 service providers offer FWA services over 5G, representing 50% of all FWA service providers.

to Mobile Experts Inc.’s report, 5G Millimeter Wave 2023 , mobile operators that have deployed 5G mmWave include

Verizon, T-Mobile, AT&T, NTT DoCoMo, KDDI, Softbank and Rakuten Mobile.

We believe major Chinese mobile carriers have commenced

formal collaborations to advance mmWave solutions in the Chinese telecom market.

frequency band from 24 GHz to 43 GHz has been designated as the mmWave band in 5G communications.

In the United States, this band is

generally licensed to carriers by the FCC for expensive license fees that can reach billions of dollars.

Carriers license this spectrum

to ensure there is no interference from other carriers using the same frequencies.

We believe that the primary benefit of mmWave to carriers

is the availability of additional spectrum within the licensed band, to provide additional capacity to handle the growth of mobile users.

Our initial target for licensed-band applications is the FWA segment,

as carriers can utilize the additional network capacity offered by mmWave to provide FWA services.

According to the Ericsson Mobility

Report , as of November 2023, approximately 80% of mobile service providers have an FWA offering and 121 service providers offer FWA

services over 5G, representing 50% of all FWA service providers.

According to Mobile Experts Inc.’s report, 5G Millimeter Wave

2023 , mobile operators that have deployed 5G mmWave include Verizon, T-Mobile, AT&T, NTT DoCoMo, KDDI, Softbank and Rakuten Mobile.

We believe major Chinese mobile carriers have commenced formal collaborations to advance mmWave solutions in the Chinese telecom market.

Regarding U.S.

carriers, FWA has become a bright

spot for their 5G roll out.

According to Light Reading, fixed wireless services accounted for over 90% of all net broadband customer

additions in the U.S.

carriers currently use the sub 6 GHz frequency band, eventually, as the network gets

saturated, we believe the carriers will commence a broad roll out of mmWave technology.

In terms of FWA market potential in the

U.S., according to Fierce Wireless, T-Mobile is available to over 50 million homes, and Verizon is available to over 40 million

In addition to being used to provide FWA services, our mmWave antenna modules can be utilized in consumer-premises equipment

or CPE, including hotspots, laptops and tablets.

carriers, FWA has become a bright spot for their 5G roll out.

carriers currently use the sub 6 GHz frequency

band, eventually, as the network gets saturated, we believe the carriers will commence a broad roll out of mmWave technology.

of FWA market potential in the U.S., according to Fierce Wireless, T-Mobile is available to over 50 million homes, and Verizon is available

to over 40 million homes.

In addition to being used to provide FWA services, our mmWave antenna modules can be utilized in consumer-premises

equipment or CPE, including hotspots, laptops and tablets.

In its report, 5G Millimeter Wave 2023 , Mobile Experts Inc.

total volume of approximately 2 million mmWave-enabled CPE units by 2026.

5G mmWave has support from

major industry players, such as Apple, which has incorporated mmWave wireless into substantially all versions of the iPhone for sale in

a total volume of approximately 2 million mmWave-enabled CPE units by 2026.

mmWave has support from major industry players, such as Apple, which has incorporated mmWave wireless into substantially all versions

of the iPhone for sale in the U.S.

The basic premise is the ever-increasing demand for bandwidth.

The initial use case for cellular service providers is

to provide their customer base (primarily smart-phone customers) with continuity of network access in highly congested environments, such

as sporting events, public beaches, music festivals or generally any large gathering where thousands of users are attempting to access

the network simultaneously.

We believe that mmWave will gain universal acceptance, as users will demand full continuity in terms of network

access, and we are well positioned to address the mobile opportunity for mmWave, which is expected to present an order of magnitude increase

in the total available market.

Our memory solutions deliver

time-to-market, performance, power, area and economic benefits for system OEMs.

Our Bandwidth Engine memory ICs integrate our proprietary,

1T-SRAM high-density embedded memory and a highly-efficient serial interface protocol resulting in a monolithic memory IC solution optimized

for memory bandwidth and transaction access performance.

Further performance benefits can be achieved to offload statistical, search or

other custom functions using our optional integrated logic and processor elements.

As discussed below, we initiated an end-of-life

of these products in 2023.

Our primary focus is the development,

marketing and sale of our mmWave products.

Currently, there are two industry standards that incorporate mmWave

technology for wireless communications:

The initial use case for cellular

service providers is to provide their customer base (primarily smart-phone customers) with continuity of network access in highly congested

environments, such as sporting events, public beaches, music festivals or generally any large gathering where thousands of users are

attempting to access the network simultaneously.

We believe that mmWave will gain universal acceptance, as users will demand full continuity

in terms of network access, and we are well positioned to address the mobile opportunity for mmWave, which is expected to present an

order of magnitude increase in the total available market.

primary focus is the development, marketing and sale of our mmWave products.

there are two industry standards that incorporate mmWave technology for wireless communications:

(i) license-free:

IEEE 802.11ad/ay and (ii) licensed:

3GPP Release 15-17 (commonly referred to

We have developed and continue to develop products that conform to these standards.

To date, we have not sold any 5G products.

Our first mmWave IC product

line operates in the license-free 60 GHz band and conforms to the IEEE 802.11ad standard.

This product line includes a baseband IC, several

variations of mmWave radio frequency, or RF, ICs, and associated antenna technology.

Our 60 GHz IEEE802.11ad products

have two very important advantages over traditional 2.4 GHz / 5 GHz Wi-Fi products:

very high data rates (up to 3.0 Gigabits per second

(“Gbps”)) and low latency, i.e., less than 5 ms.

The first application that had traction was outdoor broadband, including

applications such as PtP backhaul links or FWA using PtMP links.

As the spectrum is unlicensed (free), WISPs can provide services without

having to procure expensive wireless spectrum licenses.

We believe that our mmWave technology can be deployed quickly and cost effectively

in rural and suburban environments, including in remote and low-income regions where residents often have poor Internet quality.

carriers can provide fiber access, the cost of fiber deployment can be prohibitive and trenching for fiber is time consuming and can limit

the rate at which new subscribers are added.

Our mmWave products enable WISPs to deploy broadband service using low-cost terminals and

infrastructure and avoid the costs of deploying cable or fiber.

We are a leading supplier

of semiconductors in the mmWave PtP and PtMP markets.

We are currently shipping to leading equipment suppliers in this space, as well

as directly to service providers that are building their own equipment.

We believe we bring certain advantages to the market.

products support the spectrum from 66 GHz to 71 GHz, which is often referred to as channels 5 and 6 in the 802.11ad/ay specifications.

The key advantage in supporting these channels is that the signals are able to propagate much further than channels 1 through 4;

is a result of significantly lower oxygen absorption at frequencies above 66 GHz.

To date, our FWA customers have achieved links in the

range of 25 kilometers, which is substantially longer than any past 60 GHz links.

In the indoor area, the 802.11ad

technology is ideal for high-speed, low-latency video applications.

In indoor applications, our products can support 3Gb/s links with

under 5 ms of latency.

Example applications include:

AR/VR links between the headset and the video console;

USB video cameras for corporate video conferencing;

IEEE 802.11ad/ay and

(ii) licensed:

3GPP Release 15-17 (commonly referred to as 5G).

We have developed and continue to develop products that conform to these

To date, we have not sold any 5G products, as our primary business focus remains license-free markets.

first mmWave IC product line operates in the license-free 60 GHz band and conforms to the IEEE 802.11ad standard.

This product line includes

a baseband IC, several variations of mmWave radio frequency, or RF, ICs, and associated antenna technology.

60 GHz IEEE802.11ad products have two very important advantages over traditional 2.4 GHz / 5 GHz Wi-Fi products:

very high data rates

(up to 3.0 Gbps) and low latency, i.e., less than 5 ms.

The first application that had traction was outdoor broadband, including applications

such as PtP backhaul links or FWA using PtMP links.

As the spectrum is unlicensed (free), WISPs can provide services without having to

procure expensive wireless spectrum licenses.

We believe that our mmWave technology can be deployed quickly and cost effectively in rural

and suburban environments, including in remote and low-income regions where residents often have poor Internet quality.

While carriers

can provide fiber access, the cost of fiber deployment can be prohibitive and trenching for fiber is time consuming and can limit the

rate at which new subscribers are added.

Our mmWave products enable WISPs to deploy broadband service using low-cost terminals and infrastructure,

while avoiding the costs of deploying cable or fiber.

are a leading supplier of semiconductors in the mmWave PtP and PtMP markets.

We are currently shipping to leading equipment suppliers

in this space, as well as directly to service providers that are building their own equipment.

We believe we bring certain advantages

to the market, including our products supporting the spectrum from 66 GHz to 71 GHz, which is often referred to as channels 5 and 6 in

the 802.11ad/ay specifications.

The key advantage in supporting these channels is that the signals are able to propagate much further

than channels 1 through 4;

this is a result of significantly lower oxygen absorption at frequencies above 66 GHz.

To date, our FWA customers

have achieved links in the range of 25 kilometers, which we believe is industry-leading.

the indoor area, the 802.11ad technology is ideal for high-speed, low-latency video applications, and our products can support 3Gbps

links with under 5 ms of latency.

Representative applications include:

AR/VR links between the

headset and the video console;

USB video cameras for corporate

video conferencing;

wireless security cameras;

smart factory safety and surveillance.

Our mmWave ICs have been in

volume production since 2018.

A core competency of the Company is phased-array technology, or beamforming, in which an array of antenna

elements work in unison to create a focused RF beam.

Through adjustment of the relative phase of the antenna signals, the beams can be

directed to support robust wireless connection.

We are a leader in the production of mmWave devices and have pioneered a high-volume mmWave

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 operational challenges of delivering

mmWave products into high-volume markets.

Our second product line addresses

the 5G mmWave opportunity.

Given our extensive experience in the development of mmWave technology, 5G mmWave is a logical adjacent and

larger market.

We have commenced sampling a highly integrated 5G mmWave beamformer IC, which operates from the 24 GHz to 43 GHz frequency

The device supports dual-stream multiple input, multiple output, or MIMO, with two 16-channel beamforming arrays.

In June 2023,

we announced a collaboration with pSemi, a Murata company, for the development of a 5G customer premise receiver utilizing our beamformer

IC and pSemi’s up-down converter IC.

The goals of the collaboration are to reduce the number of components and cost of each RF module

to promote faster time to market for more rapid deployment by prospective customers.

mmWave Antenna Modules

In the second half of 2021,

we augmented our business model to produce and sell complete mmWave antenna modules for license-free 60 GHz applications.

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.

With our module,

we can guarantee the performance of the amplifier/antenna interface and simplify customers’ 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.

smart factory safety and

surveillance.

mmWave ICs have been in volume production since 2018.

A core competency of the Company is phased-array technology, or beamforming, in

which an array of antenna elements work in unison to create a focused RF beam.

Through adjustment of the relative phase of the antenna

signals, the beams can be directed to support robust wireless connection.

We are a leader in the production of mmWave devices and have

pioneered a high-volume mmWave 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.

second product line addresses the 5G mmWave opportunity.

In its 4G-5G FWA Survey 2024 issued in August 2024, the Global Mobile

Supplier Association reported that 5G mmWave FWA was ramping and that shipments of 5G devices with mmWave capability are expected to

grow 22% in 2024, while still representing less than 10% of all 5G device shipments.

Given our extensive experience in the development

of mmWave technology, 5G mmWave is a logical adjacent and larger market.

We have sampled a highly integrated 5G mmWave beamformer IC,

which operates in the 24 GHz to 43 GHz frequency range.

The device supports dual-stream multiple input, multiple output, or MIMO, with

two 16-channel beamforming arrays.

In June 2023, we announced a collaboration with pSemi, a Murata company, for the development of a

5G customer premise receiver utilizing our beamformer IC and pSemi’s up-down converter IC.

The goals of the collaboration are to

reduce the number of components and cost of each RF module to promote faster time to market for more rapid deployment by prospective

Antenna Modules

produce and sell complete mmWave antenna modules for license-free 60 GHz applications.

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.

With our module, we can guarantee

the performance of the amplifier/antenna interface and simplify customers’ 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.

It is possible

1 unchanged sentence

antenna IP, we can provide a highly-competitive solution based on our internally-owned and developed module components.

During 2022, we launched our

PERSPECTUS family of mmWave antenna modules to enable WISPs to offer high-capacity FWA networks in the unlicensed 60-GHz spectrum.

PERSPECTUS product family includes a new generation of integrated 60 GHz mmWave antenna modules and enhanced software for PtMP FWA applications.

Our PERSPECTUS products allow rapid development of low-cost network equipment utilizing over 14 GHz of spectrum to provide multi-gigabit

access services.

Leveraging our integrated phased-array antennas and operating in the upper channels of the band, link ranges from 1.5

kilometers up to extended ranges of 30 kilometers can be achieved using a parabolic reflector.

Additionally, we have established

an innovative user arbitration protocol called DUNE that is specifically designed to optimize network performance in dense urban environments

using our PERSPECTUS antenna modules.

DUNE is a result of our decade-long experience in mmWave technology and in-house development of

the intellectual property incorporated in media access control, which controls the hardware, the physical layer, which controls the physical

connection and software drivers, as well as novel antenna designs and beamforming algorithms.

DUNE takes a multi-level approach to reducing

contention and interference by incorporating both physical, e.g.

antenna and beamforming, and protocol-level innovations.

Our memory products comprise

our Bandwidth Engine ICs, which are memory-dominated ICs that were designed to be i) high-performance companion ICs to packet processors

and ii) targeted for high-performance applications where throughput is critical.

These products integrate our proprietary, 1T-SRAM high-density

embedded memory and a highly-efficient serial interface protocol resulting in a monolithic memory IC solution optimized for memory bandwidth

and transaction access performance.

Taiwan Semiconductor Manufacturing Corporation, or TSMC, is the sole foundry that manufactures the

wafers used to produce our memory IC products.

TSMC has informed us that it would be discontinuing the foundry process used to produce

wafers, in turn, necessary to manufacture our memory ICs.

As a result, in May 2023, we initiated an end-of-life, or EOL, of our memory

We notified our customers to provide purchase orders by December 22, 2023, and we commenced initial EOL shipments during

the quarter ended September 30, 2023.

We have requested customers to pay a deposit upon purchase order placement to reserve supply and

provide funding for our required inventory purchases.

In addition, we have requested customers to accelerate payments to improve our cash

Under our EOL plan, we expect shipments of our memory products to continue until at least December 31, 2024.

However, the timing

of EOL shipments will be dependent on receipt of purchase orders from customers, deliveries from our suppliers, and the delivery schedules

requested by our customers.

As of March 1, 2024, we have received EOL purchase orders totaling approximately $14.0 million, of which $3.7

million of these orders were shipped during 2023.

Research and Development

Our ability to compete in

the future depends on successfully improving our technology to meet the increasing demand for higher performance and lower cost solutions.

Development of new IC products requires specialized chip design and product engineers, expensive computer-aided design software licenses,

and significant fabrication and testing costs, including mask costs.

We have over 14 years of technical

know-how in the design and manufacturing of mmWave technology.

The most important aspect of this knowledge is knowing how mmWave circuits

will perform in a real-world environment.

Traditionally, semiconductor design utilizes sophisticated computer-aided design software to

simulate the performance of a device that is manufactured at a specific semiconductor manufacturing plant.

However, mmWave is extremely

difficult to model precisely.

Therefore, the only path to understand how well a device will perform is to produce the device and test

it in a real-world application.

Over the last decade, many companies have attempted to develop mmWave semiconductor devices, however,

given that the devices had inconsistent or weak performance, a number of the companies were unsuccessful and abandoned their design and

product development efforts.

As an example of our leadership and expertise in the development of mmWave technology, we were an active

participant in the development of the IEEE 802.11ay wireless specification and, to date, have been granted nine essential claims patents

with respect to this standard.

At a system level, there are

additional technical challenges presented by mmWave technology that we have overcome and form a key part of our internal know-how.

example, a key technology of mmWave is the concept of beamforming and beam steering using a phased-array antenna.

This technology is utilized

to concentrate the RF energy into a narrow beam to improve the range and coverage of mmWave devices.

We have developed effective beamforming

and beam steering technology for phased-array circuits and antennas.

While there are many academic examples of successful phased-array

implementations, there is a vast barrier between a “laboratory” version of phased-array technology and a version that is deployed

for commercial use.

One such aspect is the implementation of the beamforming procedure, which seeks to maximize throughput and do so while

not impacting latency.

While the details of achieving this are complex, it is important-intellectual property that we have gained through

real-world experience.

mmWave is not without challenges,

as mmWave signals do not typically travel as far as traditional wireless signals and are more attenuated by solid objects.

strategies must be deployed, particularly with regard to the management of signal propagation.

Whereas traditional wireless devices utilize

a broad, omni-antenna pattern, mmWave systems rely on phased-array technology, which focusses the radio signal into a narrow beam to improve

propagation characteristics.

We consider ourselves to be a global leader in implementing these sophisticated radio systems and one of

the few providers in the market successfully shipping phased-array devices in mass production.

While we have developed products

for the 60 GHz and 5G mmWave markets, we believe there are other market opportunities that could utilize mmWave technology.

in the WiFi Alliance there is a pending proposal to utilize mmWave technology in WiFi 8, which is the next generation of WiFi technology.

We believe this proposal is primarily driven by the anticipated use of mmWave to support VR applications, which require very high data

rates, and to reduce congestion in multi-dwelling units.

In the mobile carrier market, there is some early research in the use of terahertz

technology to make even more spectrum available for network capacity.

While the proposed frequencies are higher than mmWave (above 100

GHz), we believe that many of our technological developments, particularly our beamforming and beamsteering concepts, can be applied to

terahertz technology.

With regard to our memory

products, we have ceased and do not intend to expend any development efforts or funds to develop new memory products.

We believe our Bandwidth

Engine IC products will provide us with meaningful revenue and gross margin contributions through at least the end of 2024, as we complete

the EOL of these products.

We intend to continue to devote substantially all of our research and development efforts toward further expanding

our mmWave technology portfolio and expanding our product offerings.

Sales and Marketing

In addition to our direct

sales personnel, we sell through sales representatives and distributors in the United States, Asia and Europe.

Our distributors have a

global presence with offices and technical selling and applications engineering capabilities, which we believe will enable us to reach

new potential customers for our products.

We also have applications

engineers who support our customer engagements and engage with the customers’ system architects and designers to propose and implement

our products and solutions to address system design challenges and improve performance.

In the markets we serve, the

time from a design win to production volume shipments of our IC products can range from 12 to 36 months.

We believe that networking, wireless

and wired communication and security appliance systems can have a product life from a few years to over 10 years once a product like ours

has been designed into the system.

Historically, our revenue has been highly concentrated, with a few customers accounting for a significant

percentage of our total revenue.

In the FWA market, our primary

customer base is OEMs, but we also have multiple WISP customers in the U.S.

Our OEM customers in the fixed wireless space

include Ubiquiti, WeLink, which operates as both an OEM and a WISP, Tachyon Networks, or Tachyon, and China Unicom.

Ubiquiti, an OEM in

the unlicensed fixed wireless space, relies on us as its sole source mmWave IC supplier for its “Wave” products, which Ubiquiti

introduced in 2022.

Our PERSPECTUS family of mmWave antenna modules enable WISPs to offer

high-capacity FWA networks in the unlicensed 60-GHz spectrum.

The PERSPECTUS product family includes our integrated 60 GHz mmWave antenna

modules and enhanced software for PtMP FWA applications.

Our PERSPECTUS products allow rapid development of low-cost network equipment

utilizing over 14 GHz of spectrum to provide multi-gigabit access services.

Leveraging our integrated phased-array antennas and operating

in the upper channels of the band, link ranges from 1.5 kilometers up to extended ranges of 30 kilometers can be achieved using a parabolic

Additionally,

we have established an innovative user arbitration protocol called DUNE that is specifically designed to optimize network performance

in dense urban environments using our PERSPECTUS antenna modules.

DUNE is a result of our decade-long experience in mmWave technology

and in-house development of the intellectual property incorporated in media access control, which controls the hardware, the physical

layer, which controls the physical connection and software drivers, as well as novel antenna designs and beamforming algorithms.

takes a multi-level approach to reducing contention and interference by incorporating both physical, e.g.

antenna and beamforming, and

protocol-level innovations.

memory products comprise our Bandwidth Engine ICs, which are memory-dominated ICs that were designed to be i) high-performance companion

ICs to packet processors and ii) targeted for high-performance applications where throughput is critical.

These products integrate our

proprietary, 1T-SRAM high-density embedded memory and a highly-efficient serial interface protocol resulting in a monolithic memory IC

solution optimized for memory bandwidth and transaction access performance.

Taiwan Semiconductor Manufacturing Corporation, or TSMC,

is the sole foundry that manufactures the wafers used to produce our memory IC products.

TSMC informed us that it would be discontinuing

the foundry process used to produce wafers, in turn, necessary to manufacture our memory ICs.

As a result, in May 2023, we initiated

an end-of-life, or EOL, of our memory IC products, and we commenced initial EOL shipments during the quarter ended September 30, 2023.

As of December 31, 2024, we had remaining EOL purchase orders totaling approximately $2.3 million, and we expect to ship all of these

orders by March 2025.

We do not expect any further shipments or to generate any revenue from shipments of our memory IC products

after March 2025.

and Development

ability to compete in the future depends on successfully improving our technology to meet the increasing demand for higher performance

and lower cost solutions.

Development of new IC products requires specialized chip design and product engineers, expensive computer-aided

design software licenses, and significant fabrication and testing costs, including mask costs.

We have over 15 years of technical know-how in the design and manufacturing

of mmWave technology.

The most important aspect of this knowledge is knowing how mmWave circuits will perform in a real-world environment.

Traditionally, semiconductor design utilizes sophisticated computer-aided design software to simulate the performance of a device that

is manufactured at a specific semiconductor manufacturing plant.

However, mmWave is extremely difficult to model precisely.

the only path to understand how well a device will perform is to produce the device and test it in a real-world application.

last decade, many companies have attempted to develop mmWave semiconductor devices, however, given that the devices had inconsistent or

weak performance, a number of the companies were unsuccessful and abandoned their design and product development efforts.

As an example

of our leadership and expertise in the development of mmWave technology, we were an active participant in the development of the IEEE

802.11ay wireless specification and, to date, have been granted nine essential claims patents with respect to this standard.

a system level, there are additional technical challenges presented by mmWave technology that we have overcome and form a key part of

our internal know-how.

For example, a key technology of mmWave is the concept of beamforming and beam steering using a phased-array antenna.

This technology is utilized to concentrate the RF energy into a narrow beam to improve the range and coverage of mmWave devices.

developed effective beamforming and beam steering technology for phased-array circuits and antennas.

While there are many academic examples

of successful phased-array implementations, there is a vast barrier between a “laboratory” version of phased-array technology

and a version that is deployed for commercial use.

One such aspect is the implementation of the beamforming procedure, which seeks to

maximize throughput and do so while not impacting latency.

While the details of achieving this are complex, it is important-intellectual

property that we have gained through real-world experience.

is not without challenges, as mmWave signals do not typically travel as far as traditional wireless signals and are more attenuated by

solid objects.

Mitigation strategies must be deployed, particularly with regard to the management of signal propagation.

Whereas traditional

wireless devices utilize a broad, omni-antenna pattern, mmWave systems rely on phased-array technology, which focusses the radio signal

into a narrow beam to improve propagation characteristics.

We consider ourselves to be a global leader in implementing these sophisticated

radio systems and one of the few providers in the market successfully shipping phased-array devices in mass production.

we have developed products for the 60 GHz and 5G mmWave markets, we believe there are other market opportunities that could utilize mmWave

For example, in the WiFi Alliance there is a pending proposal to utilize mmWave technology in WiFi 8, which is the next generation

of WiFi technology.

We believe this proposal is primarily driven by the anticipated use of mmWave to support VR applications, which require

very high data rates, and to reduce congestion in multi-dwelling units.

In the mobile carrier market, there is some early research in

the use of terahertz technology to make even more spectrum available for network capacity.

While the proposed frequencies are higher

than mmWave (above 100 GHz), we believe that many of our technological developments, particularly our beamforming and beamsteering concepts,

can be applied to terahertz technology.

regard to our memory products, we have ceased and do not intend to expend any development efforts or funds to develop new memory products.

We believe our Bandwidth Engine IC products will provide us with meaningful revenue and gross margin contributions through March 31,

2025, as we complete the EOL of these products.

We intend to continue to devote substantially all of our research and development efforts

toward further expanding our mmWave technology portfolio and expanding our product offerings.

and Marketing

addition to our direct sales personnel, we sell through sales representatives and distributors in the United States, Asia and Europe.

Our distributors have a global presence with offices and technical selling and applications engineering capabilities, which we believe

will enable us to reach new potential customers for our products.

also have applications engineers who support our customer engagements and engage with the customers’ system architects and designers

to propose and implement our products and solutions to address system design challenges and improve performance.

the markets we serve, the time from a design win to production volume shipments of our IC products can range from 12 to 36 months.

believe that our customer systems can have a product life from a few years to up to 10 years once products like ours have been designed

into the system.

Historically, our revenue has been highly concentrated, with a few customers accounting for a significant percentage

of our total revenue.

the FWA market, our primary customer base is OEMs, but we also have multiple WISP customers in the U.S.

Our OEM customers

in the fixed wireless space include Ubiquiti, WeLink, which prior to 2024 operated as both an OEM and a WISP, Tachyon Networks, or Tachyon,

and China Unicom.

Ubiquiti, an OEM in the unlicensed fixed wireless space, relies on us as its sole source mmWave IC supplier for its

Wave products, which Ubiquiti introduced in 2022.

Ubiquiti introduced three new Wave models in 2023.

WeLink has relied on us as its sole source supplier for WeLink

designed equipment used to deliver WISP residential service since 2022.

WeLink currently deploys 60 GHz technology in multiple U.S.

including Las Vegas, Dallas and Los Angeles.

Tachyon utilizes our mmWave antenna modules in its TNA-30X family of PtP and PtMP solutions

for 60 GHz unlicensed FWA networks.

Historically, WeLink relied

on us as its sole source supplier for WeLink-designed equipment used to deliver WISP residential service since 2022;

however, in 2024,

WeLink’s hardware business was launched as a separate entity, Ketsen Networks, or Ketsen.

WeLink currently deploys 60 GHz technology

in multiple U.S.

cities, including Las Vegas, Dallas and Los Angeles.

We expect to continue to supply our antenna modules to both WeLink

Tachyon utilizes our mmWave antenna modules in its TNA-30X family of PtP and PtMP solutions for 60 GHz unlicensed FWA networks.

Peraso and Tachyon jointly announced production readiness of the TNA-30X product family in June 2023.

Finally, China Unicom is a Chinese mobile carrier that uses our 60 GHz technology for 5G PtP backhaul.

In addition to OEMs, we have partnered

with several WISPs in the U.S.

Finally, China Unicom is a Chinese

mobile carrier that uses our 60 GHz technology for 5G PtP backhaul.

In addition to OEMs, we have partnered with several WISPs in the

and Canada that have deployed our 60 GHz technology, including WeLink.

We continue to focus on securing

new OEM and WISP customers.

During the year ended December

31, 2023, three customers accounted for 10% or more of our net revenues, including Nokia Corporation at 35%, F5/Flextronics at 22% and

Alltek Technology Corp at 18%.

During the year ended December 31, 2022, four customers accounted for 10% or more of our net revenues,

including Nokia Corporation at 26%, WeLink Communications LLC, or WeLink, at 21%, CEAC International Limited, or CEAC, a distributer selling

to Ubiquiti, at 16%, and F5, Inc.

Intellectual Property

We regard our patents, copyrights,

trademarks, trade secrets and similar intellectual property as critical to our success and rely on a combination of patent, trademark,

As of March 1, 2024, we held

96 United States patents and 67 foreign patents on various aspects of our mmWave, antenna, memory and other technology, with expiration

dates ranging from 2025 to 2041.

We also held 13 pending patent applications in the United States and abroad.

There can be no assurance

that others will not independently develop or patent similar or competing technology or design around any patents that may be issued to

us, or that we will be able to successfully enforce our patents against infringement by others.

We were also an active participant

in the development of the IEEE 802.11ay wireless specification and, to date, have been granted nine essential claims patents with respect

to this standard.

Essential claims patents are of particular value as a specification cannot be implemented without obtaining a license

to the patents from us.

The semiconductor industry

is characterized by frequent litigation regarding patent and other intellectual property rights.

Our IC customers, licensees or we might,

from time to time, receive notice of claims that we have infringed patents or other intellectual property rights owned by others.

successful protection of our patents and other intellectual property rights and our ability to make, use, import, offer to sell, and sell

products free from the intellectual property rights of others are subject to a number of factors, particularly those described in Part

I, Item 1A, “Risk Factors.”

mmWave circuit and system

design is a highly specialized engineering skill, as mmWave is a challenging technology to ship in mass production.

At frequencies above

24 GHz, circuits are extremely vulnerable to small variances in the semiconductor manufacturing process.

Designing circuits that minimize

susceptibility to these variances takes years of development, and we believe we are one of the few companies in the world that is skilled

in mmWave design.

Further, we have shipped mmWave devices in volume, and ensuring all devices sold adhere to strict performance standards

is a core competency we have developed.

In addition, we have developed our own mmWave phased-array antenna technology, which allows us

to be highly competitive in terms of overall system cost.

Our customers do not need to engage with third-party antenna suppliers, thus

eliminating the additional cost for a third-party antenna.

Unlicensed IEEE 802.11ad/ay Market:

Our primary competitor in

the IEEE802.11ad/ay market is Qualcomm.

The primary benefit that we provide to the market is the support of the higher frequency bands

from 66 GHz to 71 GHz.

The advantage at these frequencies is that oxygen attenuation is significantly reduced, and signals can travel

much further.

We also have key points of

differentiation compared to Qualcomm for wireless video devices.

We are well positioned in this market, as we have USB 3.0 built into

our devices, so our products generally support USB architectures.

A prime example is the replacement of the USB cable with a wireless

version using our technology.

There are many applications where this can be of use, including USB web cams, wireless displays, and AR/VR

We have invested significant software resources into providing the market with wireless USB solutions, and we believe there

is no other mmWave vendor in the world that can offer multi-gigabit solutions as a replacement for wired USB.

Licensed 5G Market:

With 5G, our efforts are focused

on the mmWave RF front-end phased-array component of the system.

The 5G product instantiation is an RF module utilizing our proprietary

intellectual property.

We continue to focus on securing new OEM and WISP customers.

the year ended December 31, 2024, two customers accounted for 10% or more of our net revenues, including Nokia Corporation at 25% and

F5/Flextronics at 61%.

During the year ended December 31, 2023, three customers accounted for 10% or more of our net revenues, including

Nokia Corporation at 35%, F5/Flextronics at 22% and Alltek Technology Corp at 18%.

regard our patents, copyrights, trademarks, trade secrets and similar intellectual property as critical to our success and rely on a

combination of patent, trademark, copyright, and trade secret laws to protect our proprietary rights.

As of March 1, 2025, we held 87 United States patents and 27 foreign

patents on various aspects of our mmWave, antenna, memory and other technology, with expiration dates ranging from 2025 to 2041.

held 11 pending patent applications in the United States and abroad.

There can be no assurance that others will not independently develop

or patent similar or competing technology or design around any patents that may be issued to us, or that we will be able to successfully

enforce our patents against infringement by others.

were also an active participant in the development of the IEEE 802.11ay wireless specification and, to date, have been granted nine essential

claims patents with respect to this standard.

Essential claims patents are of particular value as a specification cannot be implemented

without obtaining a license to the patents from us.

semiconductor industry is characterized by frequent litigation regarding patent and other intellectual property rights.

Our IC customers,

licensees or we might, from time to time, receive notice of claims that we have infringed patents or other intellectual property rights

owned by others.

Our successful protection of our patents and other intellectual property rights and our ability to make, use, import,

offer to sell, and sell products free from the intellectual property rights of others are subject to a number of factors, particularly

those described in Part I, Item 1A, “Risk Factors.”

circuit and system design is a highly specialized engineering skill, as mmWave is a challenging technology to ship in mass production.

At frequencies above 24 GHz, circuits are extremely vulnerable to small variances in the semiconductor manufacturing process.

circuits that minimize susceptibility to these variances takes years of development, and we believe we are one of the few companies in

the world that is skilled in mmWave design.

Further, we have shipped mmWave devices in volume, and ensuring all devices sold adhere to

strict performance standards is a core competency we have developed.

In addition, we have developed our own mmWave phased-array antenna

technology, which allows us to be highly competitive in terms of overall system cost.

Our customers do not need to engage with third-party

antenna suppliers, thus eliminating the additional cost for a third-party antenna.

IEEE 802.11ad/ay Market:

Historically,

our primary competitor in the IEEE802.11ad/ay market has been Qualcomm.

The primary benefit that we provide to the market is the support

of the higher frequency bands from 66 GHz to 71 GHz.

The advantage at these frequencies is that oxygen attenuation is significantly reduced,

and signals can travel much further.

also have key points of differentiation compared to Qualcomm for wireless video devices.

We are well positioned in this market, as we

have USB 3.0 built into our devices, so our products generally support USB architectures.

A prime example is the replacement of the USB

cable with a wireless version using our technology.

There are many applications where this can be of use, including USB web cams, wireless

displays, and AR/VR headsets.

We have invested significant software resources into providing the market with wireless USB solutions,

and we believe there is no other mmWave vendor in the world that can offer multi-gigabit solutions as a replacement for wired USB.

5G, our efforts are focused on the mmWave RF front-end phased-array component of the system.

The 5G product instantiation is an RF module

utilizing our proprietary intellectual property.

Key elements of our mmWave intellectual property include:

phased-array antenna;

in-system circuit calibration, beam forming, and real-time system monitoring.

From a competitive perspective,

we believe we are currently the only pure-play, 5G vendor to offer a dual-band (28/39 GHz) RF solution for the FWA market.

Qualcomm does

offer a 5G RF solution for the FWA market, however its solution is based on aggregating its mobile RF solution, which we believe requires

several compromises in terms of cost, performance, and power consumption.

With an initial focus on FWA, we can derive advantages by optimizing

our silicon for that specific market.

Furthermore, we have achieved traction in the unlicensed, 60 GHz, FWA market, and we believe we

will be able to transfer all of our knowledge gained from the 60 GHz market to the 5G market.

However, this market opportunity is more

competitive, and potential competitors, in addition to Qualcomm, include MediaTek Inc.

and Samsung Electronics Co., Ltd.

in-system circuit calibration,

beam forming, and real-time system monitoring.

a competitive perspective, we believe we are currently the only pure-play, 5G vendor to offer a dual-band (28/39 GHz) RF solution for

the FWA market.

Qualcomm does offer a 5G RF solution for the FWA market, however its solution is based on aggregating its mobile RF solution,

which we believe requires several compromises in terms of cost, performance, and power consumption.

With an initial focus on FWA, we

can derive advantages by optimizing our silicon for that specific market.

Furthermore, we have achieved traction in the unlicensed, 60

GHz, FWA market, and we believe we will be able to transfer all of our knowledge gained from the 60 GHz market to the 5G market.

this market opportunity is more competitive, and potential competitors, in addition to Qualcomm, include MediaTek Inc.

and Samsung Electronics

Manufacturing

We depend on third-party vendors

to manufacture, package, assemble and test our IC and module products, as we do not own or operate a semiconductor fabrication, packaging

or production testing facility.

By outsourcing manufacturing, we can avoid the high cost associated with owning and operating our own

facilities, allowing us to focus our efforts on the design and marketing of our products.

We perform an ongoing review

of our product manufacturing and testing processes.

Our IC products are subjected to extensive testing to assess whether their performance

meets design specifications.

Our test vendors provide us with immediate test data and the ability to generate characterization reports

that are made available to our customers.

As of December 31, 2023, we

had 48 employees, including 13 located in the United States and 35 located in Canada.

Our headcount consisted of 34 in research and development

and manufacturing-related operations and 14 in sales, marketing and general and administrative functions.

These headcount amounts exclude

employees in Canada that were placed on temporary lay-off in November 2023.

We believe our current headcount is adequate to conduct our

Available Information

We were founded in 1991 and reincorporated in Delaware in 2000.

website address is www.perasoinc.com.

The information in our website is not incorporated by reference into this report.

Through a link

on the Investor section of our website, we make available our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports

on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as

reasonably practicable after they are filed with, or furnished to, the SEC.

You can also read any materials submitted electronically by

us to the SEC on its website (www.sec.gov), which contains reports, proxy and information statements, and other information regarding

issuers that file electronically with the SEC, including us.

depend on third-party vendors to manufacture, package, assemble and test our IC and module products, as we do not own or operate a semiconductor

fabrication, packaging or production testing facility.

By outsourcing manufacturing, we can avoid the high cost associated with owning

and operating our own facilities, allowing us to focus our efforts on the design and marketing of our products.

perform an ongoing review of our product manufacturing and testing processes.

Our IC products are subjected to extensive testing to assess

whether their performance meets design specifications.

Our test vendors provide us with immediate test data and the ability to generate

characterization reports that are made available to our customers.

of December 31, 2024, we had 42 employees, including 12 located in the United States and 30 located in Canada.

Our headcount comprised

29 in research and development and manufacturing-related operations and 13 in sales, marketing and general and administrative functions.

We believe our current headcount is adequate to conduct our business.

were founded in 1991 and reincorporated in Delaware in 2000.

Our website address is www.perasoinc.com.

The information in our website

is not incorporated by reference into this report.

Through a link on the Investor section of our website, we make available our annual

reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports filed or furnished

pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after they are filed with, or furnished to,

You can also read any materials submitted electronically by us to the SEC on its website (www.sec.gov), which contains reports,

proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business