What changed in this filing

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Item 1A. Risk Factors

2023-08-14 compared with 2023-05-15 · 126 added, 39 removed, 7 unchanged (96% 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, 2022, which we filed with the SEC on March 29, 2022.

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.

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, 2023.

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).

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 will be discontinuing the foundry process used to produce the wafers necessary to produce our memory ICs.

We are 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 2025.

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 six months ended June 30, 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.

Our gross profit may fluctuate due to a

variety of factors, which could negatively impact our results of operations and our financial condition.

Our gross profit may fluctuate due to a number

of factors, including customer and product mix, market acceptance of our new products, yield, wafer pricing, packaging and testing costs,

competitive pricing dynamics, charges for inventory write-downs and geographic and market pricing strategies.

To the extent we may offer

or be contractually obligated to offer certain customers favorable prices, it would decrease our average selling prices and likely impact

our gross profit.

In the possible event our customers, including our larger customers, exert more pressure with respect to pricing and

other terms, it could put downward pressure on our profit.

Because we do not operate our own wafer fabrication,

assembly, or testing facilities, we may not be able to reduce our costs as rapidly as companies that operate their own facilities, and

in fact, our costs may even increase, which could further reduce our gross profit.

We seek yield improvements and volume-based cost reductions

to enable cost reductions.

To the extent that such cost reductions do not occur at a sufficient level and in a timely manner, our business,

financial condition, and results of operations could be adversely affected and may vary from our estimates.

In addition, we maintain an inventory of our products at various stages

of production as well as an inventory of finished goods.

As we are generally a sole-source supplier, we hold these inventories in anticipation

of customer orders.

If those customer purchase orders do not materialize in a timely manner or customers do not honor those purchase orders,

we can have excess or obsolete inventory which we would have to write-down, and our gross profit and results of operations would be adversely

we are unable to satisfy the continued listing requirements of The Nasdaq Stock Market, our common stock could be delisted and the price

and liquidity of our common stock may be adversely affected.

common stock may lose value and could be delisted from The Nasdaq Stock Market (“Nasdaq”) due to several factors or a combination

of such factors.

While our common stock is currently listed on Nasdaq, there can be no assurance that we will be able to maintain such

To maintain the listing of our common stock on Nasdaq, we are required to meet certain listing requirements, including, among

others, a requirement to maintain a minimum closing bid price of $1.00 per share.

If our common stock trades below the $1.00 minimum

closing bid price requirement for 30 consecutive business days or if we do not meet other listing requirements, we may be notified by

Nasdaq of non-compliance.

February 1, 2023, we received a notice from Nasdaq, indicating that, based upon the closing bid price of our common stock for the previous

30 business days, we no longer meet the requirement to maintain a minimum bid price of $1.00 per share, as set forth in Nasdaq Listing

Rule 5550(a)(2) (the “Minimum Bid Price Rule”).

Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), we had a compliance period

of 180 calendar days, or until July 31, 2023 (the “Compliance Period”) in which to regain compliance with the Minimum Bid

We did not regain compliance with the Minimum Bid Price Rule during the first 180-calendar-day Compliance Period and submitted

a written request to Nasdaq to afford us an additional 180-day compliance period to cure the deficiency.

On August 1, 2023, we received

written notification from the Listing Qualifications Department of Nasdaq, granting our request for a 180-day extension to regain compliance

with the Minimum Bid Price Rule.

We now have until January 29, 2024 to meet the requirement.

If at any time prior to January 29, 2024,

the bid price of our common stock closes at $1.00 per share or more for a minimum of 10 consecutive business days, we will regain compliance

with the Minimum Bid Price Rule.

we do not regain compliance with the Minimum Bid Price Rule during the additional 180-day extension, Nasdaq will provide written notification

to us that our common stock will be delisted.

At that time, we may appeal the relevant delisting determination to a hearings panel pursuant

to the procedures set forth in the applicable Nasdaq Listing Rules.

However, there can be no assurance that, if we do appeal the delisting

determination by Nasdaq to the hearings panel, that such appeal would be successful.

Nor is there any assurance that we would obtain

a further extension of time to meet this requirement.

We intend to actively monitor the closing bid price of our common stock and may,

if appropriate, consider implementing available options to regain compliance with the Minimum Bid Price Rule.

we were to be delisted, we would expect our common stock to be traded in the over-the-counter market which could adversely affect the

liquidity of our common stock.

Additionally, we could face significant material adverse consequences, including:

limited availability of market quotations for our common stock;

decreased ability to issue additional securities or obtain additional financing in the future;

liquidity for our stockholders;

loss of confidence by customers, collaboration partners and employees;

of institutional investor interest.

Pre-Funded Warrant

Form of Purchase Warrant

Form of Placement Agent

Form of Securities Purchase

Form of Registration

Rights Agreement

Amendment to offer of

employment between the Company and Alex Tomkins dated April 19, 2023

Amendment to offer of

employment between the Company and Ronald Glibbery dated April 19, 2023

Second Amendment to

offer of employment between the Company and Brad Lynch dated April 19, 2023

Amendment No.

Common Stock Purchase Warrant

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 June 30, 2023, filed with the SEC

on August 14, 2023, formatted in Inline Extensible Business Reporting Language (Inline XBRL):

(i) the Condensed Consolidated

Statements of Operations and Comprehensive Income (Loss) for the three and six months ended June 30, 2023 and 2022, (ii) the

Condensed Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022, (iii) the Condensed Consolidated Statements

of Stockholders’ Equity for the three and six months ended June 30, 2023 and 2022, (iv) the Condensed Consolidated Statements

of Cash Flows for the six months ended June 30, 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).

Incorporated by reference to Exhibit 4.1 to Form 8-K filed by the Company on June 02, 2023 (Commission File No.

Incorporated by reference to Exhibit 4.2 to Form 8-K filed by the Company on June 02, 2023 (Commission File No.

Incorporated by reference to Exhibit 4.3 to Form 8-K filed by the Company on June 02, 2023 (Commission File No.

Incorporated by reference to Exhibit 10.1 to Form 8-K filed by the Company on June 02, 2023 (Commission File No.

Incorporated by reference to Exhibit 10.2 to Form 8-K filed by the Company on June 02, 2023 (Commission File No.

Incorporated by reference to Exhibit

10.21 to the Company’s Registration Statement on Form S-1 filed on June 16, 2023 (Commission File No.

Incorporated by reference to Exhibit 10.22 to the Company’s

Registration Statement on Form S-1 filed on June 16, 2023 (Commission File No.

Incorporated by reference to Exhibit 10.23 to the Company’s

Registration Statement on Form S-1 filed on June 16, 2023 (Commission File No.

Incorporated by reference to Exhibit 10.3 to Form 8-K filed by the Company on June 02, 2023 (Commission File No.

contract, compensatory plan or arrangement.

Filed herewith.

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.

/s/ Ronald Glibbery

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.

August 14, 2023

Ronald Glibbery

Chief Executive Officer

(Principal Executive Officer)

/s/ James Sullivan

Executive Officer

Executive Officer)

James Sullivan

2 unchanged sentences

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