Peraso Inc. 10-Q

Item 1. Financial Statements PERASO INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except par value) September 30, December 31, 2024 2023 (unaudited) ASSETS Current assets Cash and cash equivalents $ 1,317 $ 1,583 Accounts receivable, net 791 731 Inventories, net 2,503 2,606 Prepaid expenses and other 635 620 Total current assets 5,246 5,540 Property and equipment, net 643 1,156 Right-of-use lease assets 355 615 Intangible assets, net 830 3,280 Other 121 123 Total assets $ 7,195 $ 10,714 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable $ 1,705 $ 2,448 Accrued expenses and other 2,399 611 Deferred revenue 555 1,105 Short-term lease liabilities 214 370 Total current liabilities 4,873 4,534 Long-term lease liabilities 197 349 Warrant liabilities 99 1,748 Total liabilities 5,169 6,631 Commitments and contingencies (Note 5) Stockholders’ equity Preferred stock, $ 0.01 par value; 20,000 shares authorized; none issued and outstanding — — Series A, special voting preferred stock, $ 0.01 par value; one share authorized; and one share issued and outstanding at September 30, 2024 and December 31, 2023 — — Common stock, $ 0.001 par value; 120,000 shares authorized; 2,856 shares and 673 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively 3 1 Exchangeable shares, no par value; unlimited shares authorized; 87 shares and 95 shares outstanding at September 30, 2024 and December 31, 2023, respectively — — Additional paid-in capital 177,583 170,474 Accumulated deficit ( 175,560 ) ( 166,392 ) Total stockholders’ equity 2,026 4,083 Total liabilities and stockholders’ equity $ 7,195 $ 10,714 The accompanying notes are an integral part of these condensed consolidated financial statements. 1 PERASO INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) (In thousands, except per share data) Three Months Ended Nine Months Ended September 30, September 30, 2024 2023 2024 2023 Net revenue Product $ 3,811 $ 4,262 $ 10,596 $ 11,385 Royalty and other 30 219 299 531 Total net revenue 3,841 4,481 10,895 11,916 Cost of net revenue 2,034 2,445 5,431 7,346 Gross profit 1,807 2,036 5,464 4,570 Operating expenses Research and development 2,158 3,484 7,615 11,038 Selling, general and administrative 2,349 2,112 6,592 6,331 Severance and software license obligations — — 2,063 — Gain on license and asset sale — — — ( 406 ) Total operating expenses 4,507 5,596 16,270 16,963 Loss from operations ( 2,700 ) ( 3,560 ) ( 10,806 ) ( 12,393 ) Change in fair value of warrant liabilities 4 2,615 1,649 4,239 Other income (expense), net ( 16 ) 322 ( 11 ) 297 Net loss $ ( 2,712 ) $ ( 623 ) $ ( 9,168 ) $ ( 7,857 ) Other comprehensive loss, net of tax: Net unrealized gain on available-for-sale-securities — 4 — 25 Comprehensive loss $ ( 2,712 ) $ ( 619 ) $ ( 9,168 ) $ ( 7,832 ) Net loss per share Basic and diluted $ ( 0.98 ) $ ( 0.87 ) $ ( 3.62 ) $ ( 12.43 ) Shares used in computing net loss per share Basic and diluted 2,780 715 2,530 632 Note: Share and per share amounts for the three and nine months ended September 30, 2023 have been adjusted to reflect the impact of a 1-for-40 reverse stock split effected in January 2024, as discussed in Note 1. The accompanying notes are an integral part of these condensed consolidated financial statements. 2 PERASO INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited) (In thousands) Series A Accumulated Special Voting Exchangeable Additional Other Preferred Stock Common Stock Shares Paid-In Comprehensive Accumulated Shares Amount Shares Amount Shares Amount Capital Loss Deficit Total Balance as of December 31, 2023 — $ — 673 $ 1 95 $ — $ 170,474 $ — $ ( 166,392 ) $ 4,083 Shares issued for reverse stock split — — 52 — — — — — — — Sale of common stock and warrants, net — — 563 — — — 3,431 — — 3,431 Issuance of common stock upon exercise of warrants — — 1,001 1 — — — — — 1 Stock-based compensation — — — — — — 1,222 — — 1,222 Net loss — — — — — — — — ( 2,031 ) ( 2,031 ) Balance as of March 31, 2024 — — 2,289 2 95 — 175,127 — ( 168,423 ) 6,706 Issuance of common stock upon exercise of warrants — — 307 1 — — — — — 1 Sale of common stock — — 100 — — — 127 — — 127 Exchange of exchangeable shares — — 8 — ( 8 ) — — — — — Issuance of common stock under stock plan, net — — 2 — — — ( 4 ) — — ( 4 ) Stock-based compensation — — — — — — 1,155 — — 1,155 Net loss — — — — — — — — ( 4,425 ) ( 4,425 ) Balance as of June 30, 2024 — — 2,706 3 87 — 176,405 — ( 172,848 ) 3,560 At-the market sales of stock, net — — 110 — — — 164 — — 164 Shares issued for services — — 40 — — — 54 — — 54 Stock-based compensation — — — — — — 960 — — 960 Net loss — — — — — — — — ( 2,712 ) ( 2,712 ) Balance as of September 30, 2024 — $ — 2,856 $ 3 87 $ — $ 177,583 $ — $ ( 175,560 ) $ 2,026 Series A Accumulated Special Voting Exchangeable Additional Other Preferred Stock Common Stock Shares Paid-In Comprehensive Accumulated Shares Amount Shares Amount Shares Amount Capital Loss Deficit Total Balance as of December 31, 2022 — $ — 357 $ — 228 $ — $ 164,879 $ ( 25 ) $ ( 149,597 ) $ 15,257 Exchange of exchangeable shares — — 8 — ( 8 ) — — — — — Stock-based compensation — — — — — — 1,307 — — 1,307 Unrealized gain on available-for-sale securities — — — — — — — 14 — 14 Net loss — — — — — — — — ( 3,148 ) ( 3,148 ) Balance as of March 31, 2023 — — 365 — 220 — 166,186 ( 11 ) ( 152,745 ) 13,430 Exchange of exchangeable shares — — 77 — ( 77 ) — ( 3 ) — — ( 3 ) Issuance of common stock under stock plan, net — — 4 — — — ( 36 ) — — ( 36 ) Sale of common stock and warrants — — 56 — — — 3,546 — — 3,546 Issuance of common stock upon exercise of warrants — — 53 — — — 19 — — 19 Initial recognition of fair value of warrant liability — — — — — — ( 3,162 ) — — ( 3,162 ) Stock-based compensation — — — — — — 1,319 — — 1,319 Unrealized gain on available-for-sale securities — — — — — — — 7 — 7 Net loss — — — — — — — — ( 4,086 ) ( 4,086 ) Balance as of June 30, 2023 — — 555 — 143 — 167,869 ( 4 ) ( 156,831 ) 11,034 Exchange of exchangeable shares — — 16 — ( 16 ) — — — — — Issuance of common stock under stock plan, net — — — — — — — — — — Issuance of common stock upon exercise of warrants — — 62 — — — 25 — — 25 Stock-based compensation — — — — — — 1,308 — — 1,308 Unrealized gain on available-for-sale securities — — — — — — — 4 — 4 Net loss — — — — — — — — ( 623 ) ( 623 ) Balance as of September 30, 2023 — $ — 633 $ — 127 $ — $ 169,202 $ — $ ( 157,454 ) $ 11,748 Note: Share and per share amounts for the three and nine months ended September 30, 2023 have been adjusted to reflect the impact of a 1-for-40 reverse stock split effected in January 2024, as discussed in Note 1. The accompanying notes are an integral part of these condensed consolidated financial statements. 3 PERASO INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In thousands) Nine Months Ended September 30, 2024 2023 Cash flows from operating activities: Net loss $ ( 9,168 ) $ ( 7,857 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 2,964 2,764 Stock-based compensation 3,337 3,933 Change in fair value of warrant liabilities ( 1,649 ) ( 4,239 ) Shares issued for services 54 — Allowance for bad debt — ( 154 ) Other ( 8 ) ( 14 ) Changes in assets and liabilities Accounts receivable ( 60 ) 334 Inventories 103 ( 348 ) Prepaid expenses and other assets ( 15 ) ( 164 ) Deferred cost of net revenue — 600 Accounts payable ( 743 ) 739 Right-of-use assets 260 500 Lease liabilities - operating ( 205 ) ( 335 ) Deferred revenue, accrued expenses and other 1,238 ( 1,386 ) Net cash used in operating activities ( 3,892 ) ( 5,627 ) Cash flows from investing activities: Purchases of property and equipment — ( 93 ) Proceeds from maturities of marketable securities — 1,100 Net cash provided by investing activities — 1,007 Cash flows from financing activities: Proceeds from sale of common stock and warrants, net 3,559 3,595 Proceeds from at-the-market sales of stock, net 164 — Taxes paid to net share settle equity awards ( 3 ) ( 36 ) Repayment of financing leases ( 94 ) ( 78 ) Net cash provided by financing activities 3,626 3,481 Net decrease in cash and cash equivalents ( 266 ) ( 1,139 ) Cash and cash equivalents at beginning of period 1,583 1,828 Cash and cash equivalents at end of period $ 1,317 $ 689 Supplemental disclosure: Noncash investing and financing activities: Initial recognition of warrant liability $ — $ 3,162 Unrealized gain on available-for-sale securities $ — $ ( 25 ) The accompanying notes are an integral part of these condensed consolidated financial statements. 4 PERASO INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 1. The Company and Summary of Significant Accounting Policies Peraso Inc., formerly known as MoSys, Inc. (the Company), was incorporated in California in 1991 and reincorporated in 2000 in Delaware. The Company is a fabless semiconductor company specializing in the development of millimeter wave (mmWave), which is generally described as the frequency band from 24 Gigahertz (GHz) to 300GHz, wireless technology. The Company derives revenue from selling its semiconductor devices and modules and performance of non-recurring engineering services. The Company also manufactures and sells high-performance memory semiconductor devices for a wide range of markets and receives royalties from licensees of its memory technology. On September 14, 2021, the Company and its subsidiaries, 2864552 Ontario Inc. (Callco) and 2864555 Ontario Inc. (Canco), entered into an Arrangement Agreement (the Arrangement Agreement) with Peraso Technologies Inc. (Peraso Tech), a corporation existing under the laws of the province of Ontario, to acquire all of the issued and outstanding common shares of Peraso Tech (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 (the Arrangement) under the Business Corporations Act (Ontario). On December 17, 2021, following the satisfaction of the closing conditions set forth in the Arrangement Agreement, the Arrangement was completed and , the Company changed its name to “Peraso Inc.” and began trading on the Nasdaq Stock Market (the Nasdaq) under the symbol “PRSO.” For accounting purposes, Peraso Tech, the legal subsidiary, was treated as the accounting acquirer and the Company, the legal parent, was treated as the accounting acquiree. The transaction was accounted for as a reverse acquisition in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 805, Business Combinations . The accompanying condensed consolidated financial statements of the Company have been prepared without audit. The condensed consolidated balance sheet as of December 31, 2023 has been derived from the audited consolidated financial statements at that date. Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (GAAP) have been condensed or omitted in accordance with the rules and regulations of the Securities and Exchange Commission (SEC). The information in this report should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in its most recent annual report on Form 10-K filed with the SEC. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) necessary to summarize fairly the Company’s financial position, results of operations and cash flows for the interim periods presented. The operating results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024 or for any other future period. Liquidity and Going Concern The Company incurred net losses of approximately $ 9.2 million for the nine months ended September 30, 2024 and $ 16.8 million for the year ended December 31, 2023 and had an accumulated deficit of approximately $ 175.6 million as of September 30, 2024. These and prior year losses have resulted in significant negative cash flows and have required the Company to raise substantial amounts of additional capital. To date, the Company has primarily financed its operations through multiple offerings of its equity and equity-linked securities and the issuance of convertible notes and loans to investors and affiliates. As disclosed in Note 8, in February 2024, the Company completed a public offering of its common stock and common stock purchase warrants for net proceeds of $ 3.4 million. 5 The Company expects to continue to incur operating losses for the foreseeable future as it secures additional customers and continues to invest in the commercialization of its products. The Company will need to increase revenues substantially beyond levels that it has 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 the Company’s expected operating losses and cash burn for the foreseeable future, as well as recurring losses from operations, if the Company is unable to raise sufficient capital through additional debt or equity arrangements, there will be uncertainty regarding the Company’s ability to maintain liquidity sufficient to operate its business effectively, which raises substantial doubt as to the Company’s ability to continue as a going concern within one year from the date of issuance of these condensed consolidated financial statements. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s consolidated financial statements for the year ended December 31, 2023, expressed substantial doubt about the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not include any adjustments that might result from this uncertainty. There can be no assurance that such additional capital, whether in the form of debt or equity financing, will be sufficient or available and, if available, that such capital will be offered on terms and conditions acceptable to the Company. If the Company is unsuccessful in these efforts, it will need to implement additional cost reduction strategies, which could further affect its near- and long-term business plan. These efforts may include, but are not limited to, reducing headcount and curtailing business activities. Basis of Presentation The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. The Company’s fiscal year ends on December 31 of each calendar year. Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations or cash flows. Reverse Stock Split On December 15, 2023, the Company filed a certificate of amendment to its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware to effect a 1-for-40 reverse stock split of the Company’s shares of common stock. Further, on January 2, 2024, Canco filed a certificate of amendment to its amended and restated certificate of incorporation under the Ontario Business Corporations Act to effect a 1-for-40 reverse stock split of the outstanding exchangeable shares. Such amendments and ratio were previously approved by the Company’s stockholders and board of directors. As a result of the reverse stock split, which was effective for trading purposes on January 3, 2024, every 40 shares of the Company’s pre-reverse split outstanding common stock and exchangeable shares were combined and reclassified into one share of common stock. Proportionate voting rights and other rights of holders of common stock and exchangeable shares were not affected by the reverse stock split. Any fractional shares of common stock and exchangeable shares resulting from the reverse stock split were rounded up to the nearest whole share. All stock options and restricted stock units outstanding and common stock reserved for issuance under the Company’s equity incentive plans and warrants outstanding immediately prior to the reverse stock split were adjusted by dividing the number of affected shares of common stock by 40 and, as applicable, multiplying the exercise price by 40, as a result of the reverse stock split. All share and per-share amounts in these condensed consolidated financial statements have been restated to reflect the reverse stock split as if it had occurred at the beginning of the earliest period presented. Risks and Uncertainties The Company is subject to risks from, among other things, competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history, pandemics, wars and acts of terrorism and the volatility of public markets. The Company may be unable to access the capital markets, and additional capital may only be available to the Company on terms that could be significantly detrimental to its existing stockholders and to its business. 6 Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses recognized during the reported period. Material estimates may include assumptions made in determining reserves for uncollectible receivables, inventory write-downs, impairment of long-term assets, valuation allowance on deferred tax assets, accruals for potential liabilities and assumptions made in valuing equity instruments and warrant liabilities. Actual results could differ from those estimates. Cash Equivalents and Investments The Company invests its cash in money market accounts, certificates of deposit, corporate debt, government-sponsored enterprise bonds and municipal bonds and considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. Investments with original maturities greater than three months and remaining maturities less than one year are classified as short-term investments. Investments with remaining maturities greater than one year are classified as long-term investments. Management generally determines the appropriate classification of securities at the time of purchase. All securities are classified as available-for-sale. The Company’s available-for-sale short-term and long-term investments are carried at fair value, with the unrealized holding gains and losses reported in accumulated other comprehensive income (loss). Realized gains and losses and declines in the value judged to be other-than-temporary are included in the other income, net line item in the condensed consolidated statements of operations. The cost of securities sold is based on the specific identification method. Fair Value Measurements The Company measures the fair value of financial instruments using a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels: Level 1—Inputs used to measure fair value are unadjusted quoted prices that are available in active markets for the identical assets or liabilities as of the reporting date. Level 2—Pricing is provided by third party sources of market information obtained through the Company’s investment advisors, rather than models. The Company does not adjust for, or apply, any additional assumptions or estimates to the pricing information it receives from advisors. The Company’s Level 2 securities include cash equivalents and available-for-sale securities, which consisted primarily of certificates of deposit, corporate debt, and government agency and municipal debt securities from issuers with high-quality credit ratings. The Company’s investment advisors obtain pricing data from independent sources, such as Standard & Poor’s, Bloomberg and Interactive Data Corporation, and rely on comparable pricing of other securities because the Level 2 securities are not actively traded and have fewer observable transactions. The Company considers this the most reliable information available for the valuation of the securities. Level 3—Unobservable inputs that are supported by little or no market activity and reflect the use of significant management judgment are used to measure fair value. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions. The determination of fair value for Level 3 investments and other financial instruments involves the most management judgment and subjectivity. The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, accounts receivable, accounts payable, and other payables, approximate their fair values because of the short maturity of these instruments. The carrying values of lease obligations and long-term financing obligations approximate their fair values because interest rates on these obligations are based on prevailing market interest rates. The Company measures the fair value of its warrant liabilities using Level 3 inputs. 7 Derivatives and Liability-Classified Instruments The Company accounts for common stock warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and the guidance provided by the Financial Accounting Standards Board (FASB) in ASC 480 , Distinguishing Liabilities from Equity (ASC 480) and ASC 815, Derivatives and Hedging (ASC 815) . The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own stock and whether the holders of the warrants could potentially require net cash settlement in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. Allowance for Doubtful Accounts The Company establishes an allowance for doubtful accounts to ensure that its trade receivables balances are not overstated due to uncollectibility. The Company performs ongoing customer credit evaluations within the context of the industry in which it operates and generally does not require collateral from its customers. A specific allowance of up to 100 % of the invoice value is provided for any problematic customer balances. Delinquent account balances are written off after management has determined that the likelihood of collection is remote. The Company grants credit only to customers deemed creditworthy in the judgment of management. The allowance for doubtful accounts receivable was approximately $ 30,000 as of September 30, 2024 and December 31, 2023. Inventories The Company values its inventories at the lower of cost, which approximates actual cost on a first-in, first-out basis, or net realizable value. Costs of inventories primarily consisted of material and third party assembly costs. The Company records write-downs for estimated obsolescence or unmarketable inventories based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those expected by management, additional adjustments to inventory valuation may be required. Charges for obsolete and slow-moving inventories are recorded based upon an analysis of specific identification of obsolete inventory items and quantification of slow moving inventory items. The Company determined that it had excess and obsolete inventory, primarily related to its mmWave products, and recorded write-downs of inventory of approximately $ 319,000 and $ 793,000 during the nine months ended September 30, 2024 and 2023, respectively. If the Company’s recognition of excess or obsolete inventory is, or if its estimates of potential utility become, less favorable than currently expected, additional inventory write-downs may be required. Intangible and Long-lived Assets Intangible assets are recorded at cost and amortized on a straight-line method over their estimated useful lives of three to ten years . Amortization of developed technology and other intangibles directly related to the Company’s products is included in cost of net revenue, while amortization of customer relationships and other intangibles not associated with the Company’s products is included in selling, general and administrative expense in the condensed consolidated statements of operations. The Company regularly reviews the carrying value and estimated lives of its long-lived assets and finite-lived intangible assets to determine whether indicators of impairment may exist which warrant adjustments to carrying values or estimated useful lives. The determinants used for this evaluation include management’s estimate of the asset’s ability to generate positive income from operations and positive cash flow in future periods as well as the strategic significance of the assets to the Company’s business objective. Should an impairment exist, the impairment loss would be measured based on the excess of the carrying amount of the long-lived asset group over the asset’s fair value. 8 Purchased Intangible Assets Intangible assets acquired in business combinations are accounted for based on the fair value of assets purchased and are amortized over the period in which economic benefit is estimated to be received. Intangible assets subject to amortization, including those acquired in business combinations were as follows (amounts in thousands): September 30, 2024 Gross Net Carrying Accumulated Carrying Amount Amortization Amount Developed technology $ 5,726 $ ( 5,162 ) $ 564 Customer relationships 2,556 ( 2,305 ) 251 Other 186 ( 171 ) 15 Total $ 8,468 $ ( 7,638 ) $ 830 December 31, 2023 Gross Net Carrying Accumulated Other Carrying Amount Amortization Impairment Amount Developed technology $ 5,726 $ ( 3,471 ) $ — $ 2,255 Customer relationships 2,556 ( 1,550 ) — 1,006 Other 186 ( 61 ) ( 106 ) 19 Total $ 8,468 $ ( 5,082 ) $ ( 106 ) $ 3,280 Developed technology primarily consists of MoSys’ products that had reached technological feasibility and primarily related to its memory semiconductor products and technology. The value of the developed technology was determined by discounting estimated net future cash flows of these products. Amortization related to developed technology of $ 0.6 million and $ 1.7 million for each of the three and nine-month periods ended September 30, 2024, respectively, has been included in cost of net revenue in the condensed consolidated statements of operations and comprehensive loss. Customer relationships relate to the Company’s ability to sell existing and future versions of its products to MoSys’ customers existing at the time of the arrangement. The fair value of the customer relationships was determined by discounting estimated net future cash flows from the customer relationships. Amortization related to customer relationships of $ 0.3 million and $ 0.8 million for each of the three and nine month-periods ended September 30, 2024, respectively, has been included in selling, general and administrative expense in the condensed consolidated statements of operations and comprehensive loss. Other amortization expense was approximately $ 2,000 and $ 5,000 for each of the three and nine-month periods ended September 30, 2024, respectively. At September 30, 2024, the Company has not identified any intangible asset impairments. However, current macroeconomic conditions, which have been impacted by inflation and other world unrest, could negatively impact the Company’s business and stock price and trigger the need to test for impairment. The Company will continue to evaluate for impairment indicators, as necessary, on a quarterly basis. Revenue Recognition The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers , and its amendments (ASC 606). As described below, the analysis of contracts under ASC 606 supports the recognition of revenue at a point in time, resulting in revenue recognition timing that is materially consistent with the Company’s historical practice of recognizing product revenue when title and risk of loss pass to the customer. 9 The Company generates revenue primarily from sales of integrated circuits and antenna module products, performance of engineering services and licensing of its intellectual property. Revenues are recognized when control is transferred to customers in amounts that reflect the consideration the Company expects to be entitled to receive in exchange for those goods. Revenue recognition is evaluated through the following five steps: (i) identification of the contract, or contracts, with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations in the contract; and (v) recognition of revenue when or as a performance obligation is satisfied. Product revenue Revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied. The majority of the Company’s contracts have a single performance obligation to transfer products. Accordingly, the Company recognizes revenue when title and risk of loss have been transferred to the customer, generally at the time of shipment of products. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products and is generally based upon a negotiated, formula, list or fixed price. The Company sells its products both directly to customers and through distributors generally under agreements with payment terms typically 60 days or less. The Company may record an estimated allowance, at the time of shipment, for future returns and other charges against revenue consistent with the terms of sale. Royalty and other The Company’s licensing contracts typically provide for royalties based on the licensee’s use of the Company’s memory technology in its currently shipping commercial products. The Company estimates its royalty revenue in the calendar quarter in which the licensee uses the licensed technology. Payments are received in the subsequent quarter. The Company also generates revenue from licensing its technology. The Company recognizes license fees as revenue at the point of time when the control of the license has been transferred and the Company has no continuing performance obligations to the customer. Engineering services revenue Engineering and development contracts with customers generally contain a single performance obligation that is delivered over time. Revenue is recognized using an output method that is consistent with the satisfaction of the performance obligation as a measure of progress. Contract liabilities – deferred revenue The Company’s contract liabilities consist of advance customer payments and deferred revenue. The Company classifies advance customer payments and deferred revenue as current or non-current based on the timing of when the Company expects to recognize revenue. As of September 30, 2024 and December 31, 2023, contract liabilities were in a current position and included in deferred revenue. During the nine months ended September 30, 2024, the Company recognized approximately $ 799,000 of revenue that had been included in deferred revenue as of December 31, 2023. See Note 6 for disaggregation of revenue by geography. The Company does not have significant financing components, as payments from customers are typically due within 60 days of invoicing, and the Company has elected the practical expedient to not value financing components that are less than one year. Shipping and handling costs are generally incurred by the customer, and, therefore, are not recorded as revenue. Cost of Net Revenue Cost of net revenue consists primarily of direct and indirect costs of product sales, including amortization of intangible assets and depreciation of production-related fixed assets. 10 Stock-Based Compensation The Company periodically issues stock options and restricted stock units to employees and non-employees. The Company accounts for such awards based on ASC 505 and ASC 718, whereby the value of the award is measured on the date of award and recognized as compensation expense on a straight-line basis over the vesting period. The fair value of the Company’s stock options is estimated using the Black-Scholes-Merton Option Pricing (Black Scholes) model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the options, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes model. The assumptions used in the Black-Scholes model could materially affect compensation expense recorded in future periods. Foreign Currency Transactions The functional currency of the Company is the U.S. dollar. All foreign currency transactions are initially measured and recorded in an entity’s functional currency using the exchange rate on the date of the transaction. All monetary assets and liabilities are remeasured at the end of each reporting period using the exchange rate at that date. All non-monetary assets and related expense, depreciation or amortization are not subsequently remeasured and are measured using the historical exchange rate. An average exchange rate may be used to recognize income and expense items earned or incurred evenly over a period. Foreign exchange gains and losses resulting from the settlement of such transactions are recognized in the statement of operations, except for the gains and losses arising from the conversion of the carrying amount of the foreign currency denominated convertible preferred shares into the functional currency that are presented as adjustment to the net loss to arrive at net loss attributable to common stockholders. Per-Share Amounts Basic net loss per share is computed by dividing net loss for the period by the weighted-average number of exchangeable shares and shares of common stock outstanding (WASO) during the period. In addition, the Company includes the number of shares of common stock issuable upon exercise of pre-funded warrants as outstanding. Diluted net loss per share gives effect to all potentially dilutive exchangeable and common shares outstanding during the period. Potentially dilutive common shares consist of incremental exchangeable shares and shares of common stock issuable upon the achievement of escrow terms, exercise of stock options, vesting of stock awards and exercise of warrants. Prior to June 30, 2023, the Company excluded shares of common stock issuable upon exercise of pre-funded warrants from the computation of WASO. The pre-funded warrant shares are now included in the computation of WASO. Prior period amounts have been conformed to the current-period presentation. The impact of the change reduced the previously reported loss per share by $ 0.20 , and increased WASO by approximately 10,000 shares for the nine months ended September 30, 2023. The reclassification had no impact on the Company’s net loss or cash flows for the nine months ended September 30, 2023. The following table sets forth securities outstanding that were excluded from the computation of diluted net loss per share as their inclusion would be anti-dilutive (in thousands): September 30, 2024 2023 Escrow shares - exchangeable shares 33 33 Escrow shares - common stock 13 13 Options to purchase common stock 33 36 Unvested restricted common stock units 9 23 Warrants classified as equity 8,094 — Warrants classified as liabilities 235 237 Total 8,417 342 11 Recently Issued Accounting Pronouncements In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires disclosure of incremental segment information on an annual and interim basis. ASU No. 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and it requires retrospective application to all prior periods presented in the financial statements. The Company is evaluating the impact that this ASU will have on the presentation of its consolidated financial statements. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which expands disclosures in an entity’s income tax rate reconciliation table and disclosures regarding cash taxes paid both in the U.S. and foreign jurisdictions. The update will be effective for annual periods beginning after December 15, 2024. The Company is evaluating the impact that this ASU will have on the presentation of its consolidated financial statements. In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. The standard is effective for the Company for annual periods beginning January 1, 2027 and interim periods beginning January 1, 2028, with early adoption permitted. The standard may be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. The Company is evaluating the impact that this ASU will have on the presentation of its consolidated financial statements. Other recent authoritative guidance issued by the FASB (including technical corrections to the ASCs), the American Institute of Certified Public Accountants, and the Securities and Exchange Commission (the SEC) did not, or is not expected to, have a material impact on the Company’s consolidated financial statements and related disclosures. Note 2. Fair Value of Financial Instruments The following tables represent the Company’s assets and liabilities measured at fair value on a recurring basis and the basis for that measurement (in thousands): September 30, 2024 Fair Value Level 1 Level 2 Level 3 Assets: Money market funds (1) $ 1 $ — $ — $ — Liabilities: Warrant liabilities $ 99 $ — $ — $ 99 December 31, 2023 Fair Value Level 1 Level 2 Level 3 Assets: Money market funds (1) $ 1 $ — $ — $ — Liabilities: Warrant liabilities $ 1,748 $ — $ — $ 1,748 (1) Amounts are included in cash and cash equivalents on the condensed consolidated balance sheets. The following tables represent the Company’s determination of fair value for its financial assets (cash equivalents) (in thousands): September 30, 2024 Unrealized Unrealized Fair Cost Gains Losses Value Cash and cash equivalents $ 1,317 $ — $ — $ 1,317 12 December 31, 2023 Unrealized Unrealized Fair Cost Gains Losses Value Cash and cash equivalents $ 1,583 $ — $ — $ 1,583 Note 3. Balance Sheet Detail September 30, December 31, 2024 2023 (in thousands) Inventories: Raw materials $ 108 $ 209 Work-in-process 1,407 1,517 Finished goods 988 880 $ 2,503 $ 2,606 September 30, December 31, 2024 2023 (in thousands) Accrued Expenses and Other: Accrued wages and employee benefits $ 422 $ 405 Professional fees, legal and consulting 203 158 Software license obligations (see Note 4) 1,048 — Severance benefits (see Note 4) 250 — Warranty accrual 29 37 Other 447 11 $ 2,399 $ 611 Note 4. Severance and Software License Obligations In November 2023, the Company implemented an employee lay-off and terminated certain consulting positions (the “Reductions”) to reduce operating expenses and cash burn, as the Company prioritized business activities and projects that it believes will have a higher return on investment. As part of the Reductions, the Company implemented a temporary lay-off that impacted 16 employees (the “Employees”) of Peraso Tech. During the six months ended June 30, 2024, the Company determined that it would not recall any of the 11 Employees that remained on the Company’s payroll and commenced notifying the remaining Employees that their employment would be terminated. As a result of the termination of the Employees’ employment, the Company recorded severance charges of approximately $ 446,000 during the six months ended June 30, 2024. As of September 30, 2024, the remaining severance liabilities of approximately $ 250,000 are expected to be paid through October 2025. As a result of the decision to not recall the Employees, the Company determined that it was probable that a number of its non-cancelable licenses for computer-aided design software would not be utilized during the remaining license terms. During the three months ended June 30, 2024, the Company accrued the value of the remaining contractual liabilities of approximately $ 1,617,000 , which are expected to be paid through September 30, 2025. As of September 30, 2024, the remaining contractual liabilities of approximately $ 1.0 million and $ 0.5 million are included in accrued expenses and other (see Note 3) and accounts payable, respectively. 13 Note 5. Commitments and Contingencies Leases The Company has operating leases for its corporate headquarters facility in San Jose, California and facilities in Toronto and Markham, Ontario, Canada and recognizes lease expense on a straight-line basis over the respective lease terms. In November 2023, the Company renewed the San Jose facility lease for a one-year term, which commenced January 15, 2024 (the Renewal Term), and, effective with the commencement of the Renewal Term, the Company ceased accounting for the lease under ASC 842. In December 2023, the Company renewed the Toronto office lease for a reduced amount of square footage for a one-year term, which commenced January 1, 2024. In May 2022, the Company entered into a lease for the facility in Markham with a 60-month term, which commenced June 21, 2022. The Markham landlord also provided a lease incentive of approximately $ 286,200 (the Incentive). In 2023, the Company received payment of $ 143,100 from the Markham landlord of the first installment of the Incentive. The remaining balance of the Incentive is paid to the Company in the form of an adjustment to rent during the last three months of each year during the remaining lease term. During 2023, a credit of $ 35,775 was made against the rent during the three months ended December 31, 2023. As of September 30, 2024, the pending Incentive to be received was $ 107,325 . Upon the renewal of the Toronto lease in December 2023, the Company recognized a right-of-use asset of approximately $ 137,700 . The discount rate used to measure the lease assets and liabilities for the renewal was 8 %. The initial right-of-use asset and corresponding liability of approximately $ 1.0 million for the Markham facility lease were measured at the present value of the future minimum lease payments. The discount rate used to measure the lease assets and liabilities was 8 %. On March 1, 2022, the Company entered into a 36-month finance lease agreement for the lease of equipment resulting in the recognition of a right-of-use asset and lease liability of approximately $ 274,000 . On November 1, 2022, the Company entered into a 36-month finance lease agreement for the lease of equipment resulting in the recognition of a right-of-use asset of approximately $ 124,000 and lease liability of approximately $ 117,000 . The following table provides the details of right-of-use assets and lease liabilities as of September 30, 2024 (in thousands): Right-of-use assets: Operating leases $ 265 Finance leases 90 Total right-of-use assets $ 355 Lease liabilities: Operating leases $ 320 Finance leases 91 Total lease liabilities $ 411 Future minimum payments under the leases at September 30, 2024 are listed in the table below (in thousands): Year ending December 31, 2024 $ 81 2025 164 2026 108 2027 100 Total future lease payments 453 Less: imputed interest ( 42 ) Present value of lease liabilities $ 411 14 The following table provides the details of supplemental cash flow information (in thousands): Nine Months Ended September 30, 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for leases $ 319 $ 492 Rent expense was approximately $ 0.2 million for each of the three-months ended September 30, 2024 and 2023. Rent expense was approximately $ 0.4 million and $ 0.6 million for the nine-months ended September 30, 2024 and 2023, respectively. In addition to the minimum lease payments, the Company is responsible for property taxes, insurance and certain other operating costs related to the leased facilities and equipment. Indemnification In the ordinary course of business, the Company enters into contractual arrangements under which it may agree to indemnify the counterparties from any losses incurred relating to breach of representations and warranties, failure to perform certain covenants, or claims and losses arising from certain events as outlined within the particular contract, which may include, for example, losses arising from litigation or claims relating to past performance. Such indemnification clauses may not be subject to maximum loss clauses. The Company has also entered into indemnification agreements with its officers and directors. No material amounts were reflected in the Company’s condensed consolidated financial statements for the three and nine months ended September 30, 2024 and 2023 related to these indemnifications. The Company has not estimated the maximum potential amount of indemnification liability under these agreements due to the limited history of prior claims and the unique facts and circumstances applicable to each particular agreement. To date, the Company has not made any payments related to these indemnification agreements. Product Warranties The Company warrants certain of its products to be free of defects generally for a period of three years. The Company estimates its warranty costs based on historical warranty claim experience and includes such costs in cost of net revenues. Warranty costs were not material for the three and nine months ended September 30, 2024 and 2023. Legal Matters The Company is not a party to any legal proceeding that the Company believes is likely to have a material adverse effect on its condensed consolidated financial position or results of operations. From time to time the Company may be subject to legal proceedings and claims in the ordinary course of business. These claims, even if not meritorious, could result in the expenditure of significant financial resources and diversion of management efforts. Purchase Obligations The Company’s primary purchase obligations include non-cancelable purchase orders for inventory. At September 30, 2024, the Company had outstanding non-cancelable purchase orders for inventory, primarily wafers and substrates, and related expenditures of approximately $ 2.9 million. Note 6. Business Segments, Concentration of Credit Risk and Significant Customers The Company determines its reporting units in accordance with ASC 280, Segment Reporting (ASC 280). Management evaluates a reporting unit by first identifying its operating segments under ASC 280. The Company then evaluates each operating segment to determine if it includes one or more components that constitute a business. If there are components within an operating segment that meet the definition of a business, the Company evaluates those components to determine if they must be aggregated into one or more reporting units. If applicable, when determining if it is appropriate to aggregate different operating segments, the Company determines if the segments are economically similar and, if so, the operating segments are aggregated. 15 Management has determined that the Company has one consolidated operating segment. The Company’s reporting segment reflects the manner in which its chief operating decision maker reviews results and allocates resources. The Company’s reporting segment meets the definition of an operating segment and does not include the aggregation of multiple operating segments. The Company recognized revenue from shipments of product, licensing of its technologies and performance of services to customers by geographical location as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2024 2023 2024 2023 United States $ 3,680 $ 3,359 $ 9,219 $ 7,868 Hong Kong 25 321 471 614 Taiwan 24 544 185 2,535 Rest of world 112 257 1,020 899 Total net revenue $ 3,841 $ 4,481 $ 10,895 $ 11,916 The following is a breakdown of product revenue by category (in thousands): Three months Ended September 30, Nine Months Ended September 30, Product category 2024 2023 2024 2023 Memory ICs $ 3,677 $ 3,384 $ 9,487 $ 7,181 mmWave ICs 67 576 272 2,614 mmWave modules 60 302 817 1,586 mmWave other products 7 — 20 4 $ 3,811 $ 4,262 $ 10,596 $ 11,385 The following table lists significant customers that represented more than 10% of the Company’s total revenue during each respective period: Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Customer A 68 % 25 % 58 % 10 % Customer B 26 % 45 % 23 % 34 % Customer C * 11 % * 20 % The following table lists significant customers that represented more than 10% of the Company’s net accounts receivable balance at each respective balance sheet date: Accounts Receivable September 30, December 31, 2024 2023 Customer A 51 % 36 % Customer B 33 % 33 % Customer C * 14 % 16 The following table lists significant vendors that represented more than 10% of the Company’s total accounts payable balance at each respective balance sheet date: Accounts Payable September 30, December 31, 2024 2023 Vendor A 20 % 47 % Vendor B 16 % * Vendor C * 12 % * Represents less than 10% Note 7. Stock-Based Compensation Common Stock Equity Plans In 2010, the Company adopted the 2010 Equity Incentive Plan and later amended it in 2014, 2017 and 2018 (the Amended 2010 Plan). The Amended 2010 Plan was terminated in August 2019 and remains in effect as to outstanding equity awards granted prior to the date of expiration. No new awards may be made under the Amended 2010 Plan. In August 2019, the Company’s stockholders approved the 2019 Stock Incentive Plan (the 2019 Plan) to replace the Amended 2010 Plan. The 2019 Plan authorizes the board of directors or the compensation committee of the board of directors to grant a broad range of awards including stock options, stock appreciation rights, restricted stock, performance-based awards, and restricted stock units. Under the 2019 Plan, 4,563 shares were initially reserved for issuance. In November 2021, in connection with the approval of the Arrangement, the Company’s stockholders approved an amendment increasing the number of shares reserved for issuance under the 2019 Plan by 77,674 shares. Under the 2019 Plan, the term of all incentive stock options granted to a person who, at the time of grant, owns stock representing more than 10 % of the voting power of all classes of the Company’s stock may not exceed five years . The exercise price of stock options granted under the 2019 Plan must be at least equal to the fair market value of the shares on the date of grant. Generally, awards under the 2019 Plan will vest over a three to four-year period, and options will have a term of 10 years from the date of grant. In addition, the 2019 Plan provides for automatic acceleration of vesting for options granted to non-employee directors upon a change of control of the Company. In connection with the Arrangement, the Company assumed the Peraso Technologies Inc. 2009 Share Option Plan (the 2009 Plan) and all outstanding options granted pursuant to the terms of the 2009 Plan. Each outstanding, unexercised and unexpired option under the 2009 Plan, whether vested or unvested, was assumed by the Company and converted into options to purchase shares of the Company’s common stock. No further awards will be made under the 2009 Plan. The 2009 Plan, the Amended 2010 Plan and the 2019 Plan are referred to collectively as the “Plans.” Stock-Based Compensation Expense The Company reflected compensation costs of $ 2.7 million and $ 3.1 million related to the vesting of stock options during each of the nine-month periods ended September 30, 2024 and 2023, respectively. At September 30, 2024, the unamortized compensation cost was approximately $ 0.3 million related to stock options and is expected to be recognized as expense over a weighted average period of approximately 1.1 years. The Company reflected compensation costs of $ 0.6 million and $ 0.8 million related to the vesting of restricted stock units during each of the nine-month periods ended September 30, 2024 and 2023, respectively. The unamortized compensation cost at September 30, 2024 was $ 0.2 million related to restricted stock units and is expected to be recognized as expense over a weighted average period of approximately 0.6 years. There were no stock options granted or exercised during the nine months ended September 30, 2024 and 2023. 17 Common Stock Options and Restricted Stock The term of all incentive stock options granted to a person who, at the time of grant, owns stock representing more than 10 % of the voting power of all classes of the Company’s stock may not exceed five years. The exercise price of stock options granted under the 2019 Plan must be at least equal to the fair market value of the shares on the date of grant. Generally, options granted under the 2019 Plan will vest over a three to four-year period and have a term of 10 years from the date of grant. In addition, the 2019 Plan provides for automatic acceleration of vesting for options granted to non-employee directors upon a change of control (as defined in the 2019 Plan) of the Company. The following table summarizes the activity in the shares available for grant under the Plans during the three and nine months ended September 30, 2024 and options outstanding as of September 30, 2024 (in thousands, except exercise price): Options Outstanding Weighted Shares Average Available Number of Exercise for Grant Shares Prices Balance as of December 31, 2023 39 36 $ 127.00 RSUs granted ( 2 ) — — RSUs cancelled and returned to the 2019 Plan 2 — — Options cancelled — ( 1 ) $ 147.64 Balance as of March 31, 2024 39 35 $ 126.70 RSUs cancelled and returned to the 2019 Plan 3 — — Options cancelled — ( 1 ) $ 150.19 Balance as of June 30, 2024 42 34 $ 125.99 RSUs cancelled and returned to the 2019 Plan 1 — — Options cancelled — ( 1 ) $ 103.60 Balance as of September 30, 2024 43 33 $ 126.35 The following table summarizes significant ranges of outstanding and exercisable options as of September 30, 2024 (in thousands, except contractual life and exercise price): Options Outstanding Options Exercisable Weighted Average Remaining Weighted Weighted Contractual Average Average Aggregate Number Life Exercise Number Exercise Intrinsic Range of Exercise Price Outstanding (in Years) Price Exercisable Price value $ 0.00 - $ 62.80 2 5.14 $ 62.80 2 $ 62.80 $ — $ 62.81 - $ 599.60 31 5.98 $ 108.21 29 $ 108.13 $ — $ 0.00 - $ 599.60 33 5.92 $ 126.35 31 $ 127.51 $ — 18 A summary of RSU activity under the Plans is presented below (in thousands, except for fair value): Weighted Average Number of Grant-Date Shares Fair Value Non-vested shares as of December 31, 2023 15 $ 69.63 Granted 2 $ 1.55 Cancelled ( 2 ) $ 53.54 Non-vested shares as of March 31, 2024 15 $ 62.04 Vested ( 5 ) $ 1.48 Non-vested shares as of June 30, 2024 10 $ 52.73 Cancelled ( 1 ) $ 86.94 Non-vested shares as of September 30, 2024 9 $ 50.63 Note 8. Equity Exchangeable Shares and Preferred Stock As discussed in Note 1, on December 17, 2021, following the satisfaction of the closing conditions set forth in the Arrangement Agreement, the Arrangement was completed. Pursuant to the completion of the Arrangement, each Peraso Share that was issued and outstanding immediately prior to December 17, 2021 was converted into either newly issued shares of common stock of the Company or shares of Canco, which are exchangeable for shares of the Company’s common stock (Exchangeable Shares), at the election of each former Peraso Tech stockholder. Of the shares issued to the holders of Peraso Tech Shares, pursuant to the terms of the Agreement, the Company held in escrow an aggregate of 32,822 Exchangeable Shares and 12,564 shares of common stock (collectively, the Escrow Shares). The Escrow Shares are escrowed pursuant to the terms of an escrow agreement on a pro rata basis from the aggregate consideration received by the holders of Peraso Shares, subject to the offset by the Company for any losses in accordance with the Agreement. Such Escrow Shares shall be released, subject to any offset claim, upon the satisfaction of the earlier of: (a) any date following the first anniversary of December 17, 2021 and prior to December 17, 2024 where the volume weighted average price of the common stock for any 20 trading days within a period of 30 consecutive trading days is at least $ 342.80 per share, subject to adjustment for stock splits or other similar transactions; (b) the date of any sale of all or substantially all of the assets or shares of the Company; or (c) the date of any bankruptcy, insolvency, restructuring, receivership, administration, wind-up, liquidation, dissolution, or similar event involving the Company. All and any voting rights and other stockholder rights, other than with respect to dividends and distributions, with respect to the Escrow Shares are suspended until the Escrow Shares are released from escrow. The Exchangeable Share structure is commonly used for cross-border transactions of this nature so as to provide non-tax-exempt Canadian shareholders with the same economic rights and benefits as holders of the Company’s shares into which the Exchangeable Shares are exchangeable, while allowing those Canadian shareholders to benefit from the tax-rollover available on the issuance of the Exchangeable Shares. In general terms, by choosing to acquire Exchangeable Shares from Canco, such a former Peraso Tech shareholder was able to rely on a rollover rule in the Income Tax Act (Canada) in order to defer any capital gain that he/she/it would have otherwise realized. Callco was incorporated to exercise the call rights, while Canco was incorporated to acquire the shares of Peraso Tech from Canadian shareholders that wished to receive Exchangeable Shares as consideration, so it was a tax deferred transaction for such Canadian shareholders. The use of a separate entity, Callco, helps maximize cross border paid-up capital, which represents the amount that can generally be distributed free of Canadian withholding tax. The call rights also allow Callco to “purchase” the Exchangeable Shares rather than having them redeemed by Canco on a redemption or retraction or in connection with a liquidity event, thus avoiding the adverse deemed dividend tax consequences to shareholders that may arise from a redemption or retraction of Exchangeable Shares. Holders of Exchangeable Shares have the right at any time (the Retraction Right) to retract or redeem any or all of the Exchangeable Shares owned by them for an amount per share equal to the market price of a share of the Company’s common stock plus the full amount of all declared and unpaid dividends on such Exchangeable Share (the Exchangeable Share Purchase Price). The Exchangeable Share Purchase Price is payable only by the Company delivering or causing to be delivered to the relevant holder one share of the Company’s common stock for each Exchangeable Share purchased plus a cash amount equal to the amount of any accrued and unpaid dividends on such Exchangeable Share. The Company and Callco each have an overriding right, in the event that a holder of Exchangeable Shares exercises its Retraction Right, to redeem from such holder all, but not less than all, of the Exchangeable Shares tendered for redemption. 19 The Exchangeable Shares are subject to redemption by the Company, Callco and Canco at the Exchangeable Share Purchase Price, on the “Redemption Date,” which date shall be no earlier than the seventh anniversary of the date on which Exchangeable Shares are first issued, unless: (a) less than 10 % of the aggregate number of Exchangeable Shares issued remain outstanding; (b) there is a change in control of the Company (defined generally as (i) any merger, amalgamation, arrangement, takeover bid or tender offer, material sale of shares or rights or interests that results in the holders of outstanding voting securities of the Company directly or indirectly owning, or exercising control or direction over, voting securities representing less than 50 % of the total voting power of all of the voting securities of the surviving entity; or (ii) any sale or disposition of all or substantially of the Company’s assets), and (c) upon the occurrence of certain other events. The Exchangeable Share Purchase Price is payable only by the Company delivering or causing to be delivered to the relevant holder one share of the Company’s common stock for each Exchangeable Share purchased plus a cash amount equal to the amount of any accrued and unpaid dividends on such Exchangeable Share. In the event of the liquidation, dissolution or winding-up of Canco, holders of Exchangeable Shares have the right to receive in respect of each Exchangeable Share held by such holder, an amount per share equal to the Exchangeable Share Purchase Price, which shall be satisfied in full by Canco by delivering to such holder one Company Share, plus an amount equal to the Dividend Amount. The Company and Callco each have an overriding right to purchase from all holders all but not less than all of the Exchangeable Shares upon the occurrence of such events. In addition, the Company and Callco have the right to purchase all outstanding Exchangeable Shares at the Exchangeable Share Purchase Price if there is a change of law that permits holders of Exchangeable Shares to exchange their Exchangeable Shares for shares of common stock on a basis that will not require holders to recognize any gain or loss or any actual or deemed dividend for Canadian tax purposes. The holders of Exchangeable Shares have an “automatic exchange right” in the event of any insolvency, liquidation, dissolution or winding-up or in general, related proceedings, of the Company for an amount per share equal to the Exchangeable Share Purchase Price. It is expected that Callco will exercise its call rights, as that is more beneficial to the holders of the Exchangeable Shares. Once Callco acquires the Exchangeable Shares from a holder, it (Callco and the Company) is obligated to deliver the Company shares to the holder. Callco discharges this obligation by arranging for the Company to issue and deliver those shares to the holders on behalf of Callco. As consideration for satisfying the delivery obligation, Callco would issue its own shares to the Company. There are no cash redemption features, as all redemption and exchange scenarios are payable in a share of the Company’s common stock. Neither Canco, Callco, or the Company assume any tax liabilities of a former Peraso Tech shareholder who acquired Exchangeable Shares under the plan of arrangement. The purchase price computed upon the exercise of rights pertaining to retraction, redemption, or liquidation, or otherwise giving rise to a purchase or cancellation of an Exchangeable Share, will, in all cases, consist of a 1:1 exchange involving the Company’s common stock, regardless of the market price of a share of the Company’s common stock. In connection with the Arrangement, on December 15, 2021, the Company filed the Certificate of Designation of Series A Special Voting Preferred Stock (the Certificate) with the Secretary of State of the State of Delaware to designate Series A Special Voting Preferred Stock (the Special Voting Share) in accordance with the terms of the Arrangement Agreement in order to enable the holders of Exchangeable Shares to exercise their voting rights. The Special Voting Share was issued to a third-party administrative agent (the Agent) solely to facilitate the exercise of rights by holders of Exchangeable Shares. The rights of the Agent, as holder of the Special Voting Share, are limited to effecting the rights of the holders of the Exchangeable Shares; the Special Voting Share does not confer any independent rights to the Agent. Under the Certificate, when all of the Exchangeable Shares have been converted into shares of the Company’s common stock, the Special Voting Share shall be automatically cancelled and shall not be reissued. Each Exchangeable Share is exchangeable for one share of common stock of the Company and while outstanding, the Special Voting Share enables holders of Exchangeable Shares to cast votes on matters for which holders of the common stock are entitled to vote, and by virtue of the share terms relating to the Exchangeable Shares, enable the Exchangeable Shares to receive dividends that are economically equivalent to any dividends declared with respect to the shares of common stock. As the Special Voting Share does not participate in dividends (only the Exchangeable Shares participate in dividends) and is not entitled to participate in the residual interest of the Company, it is not classified as an equity instrument in the Company’s financial statements. 20 The Exchangeable Shares, which can be converted into common stock at the option of the holder and have the same voting and dividend rights as common stock, are similar in substance to shares of common stock. Further, Canco and Callco are non-substantive entities, which are looked through with the Exchangeable Shares being, in substance, common stock of the Company. Therefore, the Exchangeable Shares have been included in the determination of outstanding common stock. The Special Voting Share was issued to a third-party administrative agent (the Agent) solely to facilitate the exercise of rights by holders of Exchangeable Shares. The rights of the Agent, as holder of the Special Voting Share, are limited to effecting the rights of the holders of the Exchangeable Shares; the Special Voting Share does not confer any independent rights to the Agent. Under the Certificate, when all of the Exchangeable Shares have been converted into shares of the Company’s common stock, the Special Voting Share shall be automatically cancelled and shall not be reissued. February 2024 Public Offering On February 6, 2024, the Company entered into an underwriting agreement (the Underwriting Agreement) with Ladenburg Thalmann & Co. Inc., as the sole underwriter (Ladenburg), relating to the issuance and sale in a public offering (the Offering) of: (i) 480,000 shares of common stock, (ii) pre-funded warrants to purchase up to 1,424,760 shares of common stock, (iii) Series A warrants to purchase up to 3,809,520 shares of common stock, (iv) Series B warrants to purchase up to 3,809,520 shares of common stock, and (v) up to 285,714 additional shares of common stock, Series A warrants to purchase up to 571,428 shares of common stock and Series B warrants to purchase up to 571,428 shares of common stock that may be purchased pursuant to a 45-day option to purchase additional securities granted to Ladenburg by the Company. Ladenburg partially exercised this option on February 7, 2024 for 82,500 shares of common stock, Series A warrants to purchase up to 165,000 shares of common stock and Series B warrants to purchase up to 165,000 shares of common stock. The combined public offering price of each share of common stock, together with the accompanying Series A warrants and Series B warrants, was $ 2.10 , less underwriting discounts and commissions. The combined public offering price of each pre-funded warrant, together with the accompanying Series A warrants and Series B warrants, was $ 2.099 , less underwriting discounts and commissions. The Offering, including the additional shares of common stock, Series A warrants and Series B warrants sold pursuant to the partial exercise of Ladenburg’s option, closed on February 8, 2024. The net proceeds from the Offering, including the additional shares of common stock, Series A warrants and Series B warrants sold pursuant to the partial exercise of Ladenburg’s option, after deducting underwriting discounts and commissions and other estimated Offering expenses payable by the Company and excluding any proceeds from the exercise of the Series A warrants, Series B warrants and pre-funded warrants, were approximately $ 3.4 million. The Series A warrants and Series B warrants each have an exercise price of $ 2.25 per share and were immediately exercisable upon issuance. The Series A warrants expire on February 8, 2029, and the Series B warrants had an initial expiration date of August 8, 2024. On August 6, 2024, the Company extended the expiration date of its outstanding Series B warrants to October 7, 2024, by entering into an amendment to the Warrant Agency Agreement dated as of February 8, 2024 by and between the Company and the warrant agent, Equiniti Trust Company, LLC (the Warrant Agency Agreement). The pre-funded warrants have an exercise price of $ 0.001 per share, were exercisable immediately and may be exercised at any time until all of the pre-funded warrants are exercised in full. The exercise price and number of shares of common stock issuable upon exercise of the warrants is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting the common stock and the exercise price. Subject to limited exceptions, a holder may not exercise any portion of its warrants to the extent that the holder would beneficially own more than 9.99 % or 4.99 % (at the election of the holder) of the Company’s outstanding common stock after exercise. On February 8, 2024, pursuant to the Underwriting Agreement, the Company issued Series A warrants to Ladenburg to purchase up to 139,108 shares of common stock at an exercise price of $ 2.625 , subject to adjustments, which are exercisable at any time and from time to time, in whole or in part, until February 8, 2029. 21 June 2024 Private Sale On June 11, 2024, the Company entered into a Stock Purchase Agreement (the Purchase Agreement) with a member of the Company’s board of directors, pursuant to which the Company sold and the board member purchased 100,000 shares (the Shares) of common stock resulting in net proceeds of $ 127,000 . The Shares sold pursuant to the Purchase Agreement were issued as restricted securities as defined in Rule 144 of the Securities Act of 1933, as amended. Shares Issued for Services During the three months ended September 30, 2024, the Company issued 40,000 restricted shares of common stock with a fair value of approximately $ 54,400 to a service provider. ATM Offering On August 30, 2024, the Company entered into an At The Market Offering Agreement (the Sales Agreement) with Ladenburg with respect to an “at the market” offering program, under which the Company may, from time to time, in its sole discretion, issue and sell through Ladenburg, acting as agent or principal, shares of the Company’s common stock initially having an aggregate offering price of up to $ 1,425,000 . The Sales Agreement provides that Ladenburg will be entitled to compensation for its services equal to 3.0 % of the gross proceeds from sales of any shares of common stock under the Sales Agreement in addition to the reimbursement of certain expenses. The Company has no obligation to sell any shares under the Sales Agreement and either the Company or Ladenburg may terminate the Sales Agreement in accordance with its terms. During the three months ended September 30, 2024, under the Sales Agreement, the Company sold 110,688 shares of common stock for net proceeds of approximately $ 164,000 . Warrants Classified as Equity As of September 30, 2024, the Company had the following equity-classified common stock purchase warrants outstanding (share amounts in thousands): Number of Shares Exercise Price Expiration Balance as of December 31, 2023 7 $ 28.00 June 2, 2028 Pre-funded warrants issued 1,425 $ 0.001 — Pre-funded warrants exercised ( 1,001 ) $ 0.001 — Series A warrants issued 3,974 $ 2.250 February 8, 2029 Series A warrants issued 139 $ 2.625 February 8, 2029 Series B warrants issued 3,974 $ 2.250 October 7, 2024 Balance as of March 31, 2024 8,518 Pre-funded warrants exercised ( 307 ) $ 0.001 — Balance as of June 30, 2024 8,211 Warrant activity — $ 0.001 — Balance as of September 30, 2024 8,211 Note 9. Warrants Classified as Liabilities In November 2022 and June 2023, the Company completed registered direct offerings and sold shares of its common stock and common stock purchase warrants (the “Purchase Warrants”). The securities purchase agreements governing the Purchase Warrants provide for a value calculation for such warrants using the Black Scholes model in the event of certain fundamental transactions. The fair value calculation provides for a floor on the volatility amount utilized in the value calculation at 100 % or greater. The Company has determined this provision introduces leverage to the holders of the Purchase Warrants that could result in a value that would be greater than the settlement amount of a fixed-for-fixed option on the Company’s own equity shares. Therefore, pursuant to ASC 815, the Company has classified the Purchase Warrants as liabilities in its condensed consolidated balance sheets. The classification of the Purchase Warrants, including whether the Purchase Warrants should be recorded as liabilities or as equity, is evaluated at the end of each reporting period with changes in the fair value reported in other income (expense) in the consolidated statements of operations and comprehensive loss. 22 As of September 30, 2024 and December 31, 2023, the Company had the following Purchase Warrants outstanding (share amounts in thousands): Number of Shares Exercise Price Expiration Date Warrants issued - November 2022 92 $ 40.00 May 28, 2028 Warrants issued - June 2023 143 $ 28.00 June 2, 2028 235 The following table sets forth changes in the fair value of the Purchase Warrants outstanding (amounts in thousands): Number of Shares Fair Value Balance as of December 31, 2023 235 $ 1,748 Change in fair value of warrants — ( 1,591 ) Balance as of March 31, 2024 235 157 Change in fair value of warrants — ( 54 ) Balance as of June 30, 2024 235 103 Change in fair value of warrants — ( 4 ) Balance as of September 30, 2024 235 $ 99 The fair value of the Purchase Warrants at September 30, 2024 was determined using the Black Scholes model with the assumptions in the following table. 2022 Purchase Warrant 2023 Purchase Warrant Expected term based on contractual term 3.7 years 3.7 years Interest rate (risk-free rate) 3.51 % 3.51 % Expected volatility 121 % 121 % Expected dividend yield — — Fair value of warrants (in thousands) $ 35 $ 64 The fair value of the Purchase Warrants at December 31, 2023 was determined using the Black Scholes model with the assumptions in the following table. 2022 Purchase Warrant 2023 Purchase Warrant Expected term based on contractual term 4.4 years 4.4 years Interest rate (risk-free rate) 3.84 % 3.84 % Expected volatility 116 % 116 % Expected dividend yield — — Fair value of warrants (in thousands) $ 653 $ 1,095 23 Note 10. Related Party Transactions A family member of one of the Company’s executive officers is an employee of the Company. The Company recorded compensation expense of approximately $ 30,300 and $ 85,600 for the employed family member during the three and nine months ended September 30, 2024, respectively. The Company recorded compensation expense of approximately $ 28,000 and $ 83,800 for the employed family member during the three and nine months ended September 30, 2023, respectively. See Note 8 for a discussion of the Company’s sale of common stock to a member of the board of directors in June 2024. Note 11. License and Asset Sale Transaction On August 5, 2022, the Company entered into a Technology License and Patent Assignment Agreement (the Intel Agreement) with Intel Corporation (Intel), pursuant to which Intel: (i) licensed from the Company, on an exclusive basis, certain software and technology assets related to the Company’s Stellar packet classification intellectual property, including its graph memory engine technology, and any roadmap variant, in the form existing as of the date of the Intel Agreement (the Licensed Technology); (ii) acquired from the Company certain patent applications and patents owned by the Company; and (iii) assumed a professional services agreement, dated March 24, 2020, between Fabulous Inventions AB (Fabulous) and the Company, pursuant to which, among other things, the Company licensed from Fabulous certain technology incorporated into the Licensed Technology. As consideration for the Company to enter into the Intel Agreement, Intel agreed to pay the Company $ 3,062,500 at the closing of the transaction (the Closing) and $ 437,500 (the Holdback) upon the satisfaction by the Company, as mutually agreed upon by the parties in good faith, of certain release criteria set forth in the Intel Agreement relating to various due diligence activities of Intel regarding the Licensed Technology. The Company determined that the license and asset sale did not qualify as a sale of a business, but as a sale of a non-financial asset, with the resultant gain recorded as income from operations in accordance with ASC 610-20, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets . During the year ended December 31, 2022, the Company recognized a $ 2.6 million gain on this transaction, net of transaction costs. In 2023, Intel paid the Holdback, and the Company recognized a $ 0.4 million gain, net of transaction costs, which was recorded as a reduction of operating expenses in the condensed consolidated statements of operations and comprehensive loss. Note 12. Memory IC Product End-of-Life Taiwan Semiconductor Manufacturing Corporation (TSMC) is the sole foundry that manufactures the wafers used to produce the Company’s memory IC products. TSMC has informed the Company that TSMC is discontinuing the foundry process used to produce wafers, in turn, necessary to manufacture the Company’s memory ICs. As a result, in May 2023, the Company informed its customers that the Company would be initiating an end-of-life (EOL) of its memory IC products. During the three months ended September 30, 2024 the Company received an additional EOL purchase order for $ 0.2 million. As of September 30, 2024, the Company had a non-cancelable purchase order backlog for its memory IC products of approximately $ 5.7 million. The Company expects to fulfill this backlog and complete final shipments of its memory IC products by March 31, 2025. Note 13. Subsequent Events Amendment of Series B Warrants On October 3, 2024, the Company extended the expiration date of the Series B warrants issued in the Offering to November 8, 2024, by entering into an amendment to the Warrant Agency Agreement. The Series B warrants would otherwise have expired on October 7, 2024. See Note 8 for additional information about the Series B warrants and the Offering. Warrant Inducement Offering On November 5, 2024, the Company entered into inducement offer letter agreements (the Inducement Letters) with certain holders (the Holders) of existing Series B warrants (the Existing Warrants) to purchase up to an aggregate of 2,246,030 shares of the Company’s common stock, having an original exercise price of $ 2.25 per share, issued to the Holders on February 8, 2024 in the Offering (see Note 8). Pursuant to the Inducement Letters, the Holders agreed to exercise for cash their Existing Warrants at a reduced exercise price of $ 1.30 per share (the Reduced Exercised Price) in consideration for the Company’s agreement to issue in a private placement (i) new Series C common stock purchase warrants (the Series C Warrants) to purchase an aggregate of 2,246,030 shares of common stock, and (ii) new Series D common stock purchase warrants (the Series D Warrants, and collectively with the Series C Warrants, the New Warrants) to purchase an aggregate of 2,246,030 shares of common stock. Each New Warrant has an exercise price equal to $1.61 per share, subject to adjustment as provided in the New Warrants. The Series C Warrants were exercisable upon issuance and expire on the six-month anniversary of the date of issuance. The Series D Warrants were exercisable upon issuance and expire on the five-year anniversary of the date of issuance. 24