What changed in this filing

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Item 1A. Risk Factors

2023-05-15 compared with 2022-11-14 · 38 added, 58 removed, 8 unchanged (92% of the section changed)

We face many significant risks in our business, some of which are unknown to us and not presently foreseen.

These risks could have a material adverse impact on our business, financial condition and results of operations in the future.

Other than as set forth below, there have been no material changes with respect to the risk factors disclosed under Item 1A of our annual report on Form 10-K for the year ended December 31, 2021, which we filed with the SEC on March 31, 2022.

We might not be able to continue as a going concern.

Our unaudited condensed consolidated financial statements as of September 30, 2022 have been prepared under the assumption that we will continue as a going concern for the next twelve months.

As of September 30, 2022, we had cash, cash equivalents and investments of $3.9 million and an accumulated deficit of $135.0 million.

We do not believe that our cash, cash equivalents and investments are sufficient to fund our operations for the next 12 months.

We will need to increase revenues substantially beyond levels that we have attained in the past in order to generate sustainable operating profit and sufficient cash flows to continue doing business without raising additional capital from time to time.

As a result of our expected operating losses and cash burn for the foreseeable future and recurring losses from operations, if we are unable to raise sufficient capital through additional debt or equity arrangements, there will be uncertainty regarding our ability to maintain liquidity sufficient to operate our business effectively, which raises substantial doubt as to our ability to continue as a going concern.

If we cannot continue as a viable entity, our stockholders would likely lose most or all of their investment in us.

If we are unable to generate sustainable operating profit and sufficient cash flows, then our future success will depend on our ability to raise capital.

We are seeking additional financing and evaluating financing alternatives in order to meet our cash requirements for the next 12 months.

We cannot be certain that raising additional capital, whether through selling additional debt or equity securities or obtaining a line of credit or other loan, will be available to us or, if available, will be on terms acceptable to us.

If we issue additional securities to raise funds, these securities may have rights, preferences, or privileges senior to those of our common stock, and our current stockholders may experience dilution.

If we are unable to obtain funds when needed or on acceptable terms, we may be required to curtail our current product development programs, cut operating costs, forego future development and other opportunities or even terminate our operations.

We have a history of losses, and we will need to raise additional capital.

We recorded net losses of approximately $17.8 million and $10.9 million for the nine months ended September 30, 2022 and year ended December 31, 2021, respectively.

These and prior-year losses have resulted in significant negative cash flows.

To remain competitive and expand our product offerings to customers, we will need to increase revenues substantially beyond levels that we have attained in the past in order to generate sustainable operating profit and sufficient cash flows to continue doing business without raising additional capital from time to time.

Given our history of fluctuating revenues and operating losses, and the challenges we face in securing customers for our products, we cannot be certain that we will be able to achieve and maintain profitability on either a quarterly or annual basis in the future.

As a result, we will need to raise additional capital to meet our cash requirements for the next 12 months, which may or may not be available to us at all or only on unfavorable terms.

We have significant accounts receivable from a significant customer and collectability is uncertain.

As of September 30, 2022, we had outstanding accounts receivable of $1.6 million, which included $0.7 million collectible from WeLink, a customer that represented 28% of our revenue for the nine months ended September 30, 2022.

During the three months ended September 30, 2022, we had $1.1 million of product shipments to WeLink for which the revenue recognition criteria had not been met.

Accordingly, we deferred the cost of net revenue of $0.6 million associated with these shipments.

Historically, we have collected all amounts due from WeLink, although generally not within contractual payment terms.

As of September 30, 2022, we determined that an allowance for doubtful accounts of $0.7 million was warranted on certain outstanding receivables from WeLink due to the collection delays.

The longer collection times have negatively impacted our liquidity and working capital.

No assurances can be given that we will be able to collect the receivables from WeLink in a timely manner, if at all.

Recognition of additional bad debt expense, further delays in collecting accounts receivable or our inability to recognize the deferred cost of net revenues could have a material adverse effect on our financial condition, cash flows and results of operations

The invasion of Ukraine by Russia could negatively impact our business.

Russia’s recent military invasion of Ukraine has led to, and may lead to, additional sanctions being levied by the United States, European Union and other countries against Russia.

Russia’s military invasion and the resulting sanctions have had an adverse effect on global markets.

We cannot predict the progress or outcome of the situation in Ukraine, as the conflict and governmental reactions are rapidly developing and beyond our control.

Prolonged unrest, intensified military activities, or more extensive sanctions impacting the region could have a material adverse effect on the global economy, and such effect could in turn have a material adverse effect on the operations, results of operations, financial condition, liquidity and business outlook of our business.

Sustained inflation could have a material adverse effect on our business, financial condition, results of operations and liquidity.

Inflation rates in the markets in which we operate have increased and may continue to rise.

Inflation over the last several months has led us to experience higher costs, including higher labor costs, wafer and other costs for materials from suppliers, and transportation costs.

Our suppliers have raised their prices and may continue to raise prices, and, although we have made minimal price increases thus far, in the competitive markets in which we operate, we may not be able to make corresponding price increases to preserve our gross margins and profitability.

In addition, inflationary pressures could cause customers to delay or reduce purchases of our products or delay payments to us.

If inflation rates continue to rise or remain elevated for a sustained period of time, they could have a material adverse effect on our business, financial condition, results of operations and liquidity.

If our goodwill or intangible assets become impaired, we would be required to record a charge to earnings.

We review our goodwill and intangible assets for impairment when events or changes in circumstances, such as a decline in our stock price and/or market capitalization, indicate the carrying value may not be recoverable.

We test goodwill for impairment at least annually.

If our goodwill or intangible assets are deemed to be impaired, an impairment loss equal to the amount by which the carrying amount exceeds the fair value of the assets would be recognized.

We would be required to record an impairment charge in our financial statements during the period in which any impairment of our goodwill or intangible assets is determined, which would negatively affect our results of operations.

Technology License and Patent Assignment Agreement By and Between Intel Corporation and Peraso Inc.

dated August 5, 2022

Rule 13a-14 certification

Section 1350 certifications

The following financial information from Peraso Inc.’s quarterly report on Form 10-Q for the period ended September 30, 2022, filed with the SEC on November 14, 2022, formatted in Inline Extensible Business Reporting Language (Inline XBRL):

(i) the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended September 30, 2022 and 2021, (ii) the Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021, (iii) the Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the three and nine months ended September 30, 2022 and 2021, (iv) the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2022 and 2021, and (v) Notes to Condensed Consolidated Financial Statements.

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

We face many significant

risks in our business, some of which are unknown to us and not presently foreseen.

These risks could have a material adverse impact on

our business, financial condition and results of operations in the future.

Other than as set forth

below, there have been no material changes with respect to the risk factors disclosed under Item 1A of our annual report on Form 10-K

for the year ended December 31, 2022, which we filed with the SEC on March 29, 2022.

intend to discontinue the production of our memory products

Taiwan Semiconductor

Manufacturing Corporation, or TSMC, is the sole foundry that manufactures the wafers used to produce our memory IC products.

informed us that it will be discontinuing the foundry process used to produce the wafers necessary to produce our memory ICs.

not in a position to transition wafer production to a new foundry and continue to manufacture these products.

As a result, we have informed

our customers that we are initiating an end-of-life, or EOL, of our memory IC products.

We expect to fulfill product EOL orders during

2024, and we do not expect to ship any memory products after December 31, 2024.

Our memory IC products represented over 50% of our revenues

for the year ended December 31, 2022 and over 40% of our revenues for the three months ended March 31, 2023.

The discontinuation of the production and sale of our memory IC products will negatively impact our future revenues, results of operations

and cash flows.

certification

certifications

The following financial information from Peraso Inc.’s

quarterly report on Form 10-Q for the period ended March 31, 2023, filed with the SEC on May 15, 2023, formatted in Inline Extensible

Business Reporting Language (Inline XBRL):

(i) the Condensed Consolidated Statements of Operations and Comprehensive Income

(Loss) for the three months ended March 31, 2023 and 2022, (ii) the Condensed Consolidated Balance Sheets as of March 31, 2023

and December 31, 2022, (iii) the Condensed Consolidated Statements of Stockholders’ Equity for the three months ended

March 31, 2023 and 2022, (iv) the Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2023

and 2022, and (v) Notes to Condensed Consolidated Financial Statements.

Cover Page Interactive Data File (formatted as

Inline XBRL and contained in Exhibit 101).

* Filed herewith.

+ Certain schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

The Company hereby undertakes to furnish copies of such omitted materials supplementally upon request by the SEC.

** Furnished herewith.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

November 14, 2022

Pursuant to the

requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf

by the undersigned thereunto duly authorized.

/s/ Ronald Glibbery

2 unchanged sentences

(Principal Executive Officer)

/s/ James Sullivan

James Sullivan

Chief Financial Officer

1 unchanged sentence

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-Q

Item 1A. Risk Factors