What changed in this filing

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Item 1A. Risk Factors

2024-05-14 compared with 2023-11-13 · 7 added, 125 removed, 0 unchanged (100% 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, 2023.

We 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.

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 into 2025.

IC products represented over 50% of our revenues for the year ended December 31, 2022 and over 60% of our revenues for the nine months

ended September 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 affected.

If 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.

Our 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 listing.

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.

On 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 Price Rule.

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

If 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.

If 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.

may fail to achieve the intended cost savings and related benefits from our reduction in workforce and temporary lay-offs.

In February 2023, we implemented a reduction in our workforce and eliminated 5 positions to help us achieve a more cost-efficient organization.

In November 2023, we further reduced our workforce by eliminating 3 positions, which included one employee and two consultants, and we

initiated a temporary lay-off in Canada of 16 positions, all intended to preserve cash to keep capital expenditures to minimum levels

in order to reduce operating costs and our short-term cash needs.

We may fail to effectively execute on, or achieve the intended goals

of, the reductions in operating costs.

Our plans may also change as we continue to refocus on reducing operating costs and streamlining

operations, while at the same time conserving cash by delaying or deferring certain expenditures as well.

These actions may take more

time than we currently estimate and we may not be able to achieve the cost-efficiencies sought.

In addition, the reduction in workforce

may negatively impact employee morale for those who are not directly impacted, which may increase employee attrition and hurt future recruiting

efforts, hindering our ability to achieve our key priorities.

Any failure to achieve the expected benefits from the reduction in workforce

could adversely affect our stock price, financial condition and ability to achieve our goals.

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, 2023, filed with the SEC on November 13, 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 nine months ended September 30, 2023 and 2022, (ii) the Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022, (iii) the Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended September 30, 2023 and 2022, (iv) the Condensed Consolidated Statements of Cash Flows for the nine months ended September 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).

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

November 13, 2023

/s/ Ronald Glibbery

Ronald Glibbery

Chief Executive Officer

(Principal Executive Officer)

/s/ James Sullivan

James Sullivan

Chief Financial Officer

(Principal Financial and Accounting Officer)

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.

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,

2023, which we filed with the SEC on March 29, 2024.

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