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Item 1. Financial Statements

2025-05-13 compared with 2024-11-13 · 755 added, 888 removed, 147 unchanged (92% of the section changed)

Financial Statements

CONSOLIDATED BALANCE SHEETS

thousands, except par value)

September 30,

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except par value)

Current assets

cash equivalents

Accounts receivable,

Cash and cash equivalents

Accounts receivable, net

Inventories, net

expenses and other

Prepaid expenses and other

Total current assets

1 unchanged sentence

Right-of-use lease assets

Intangible assets, net

LIABILITIES AND STOCKHOLDERS’

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

Accounts payable

Accrued expenses and

Accrued expenses and other

Deferred revenue

lease liabilities

Short-term lease liabilities

Total current liabilities

1 unchanged sentence

Warrant liabilities

Total liabilities

Commitments and contingencies (Note 5)

4 unchanged sentences

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

one share authorized, issued and outstanding at March 31, 2025 and December 31, 2024

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

4,843 shares and 4,474 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively

Exchangeable shares, no par value;

unlimited shares authorized;

87 shares and 95 shares outstanding at September 30, 2024 and December 31, 2023, respectively

60 shares outstanding at March 31, 2025 and December 31, 2024

Issuable shares, 917 shares at March 31, 2025 and December 31, 2024

Additional paid-in capital

stockholders’ equity

liabilities and stockholders’ equity

accompanying notes are an integral part of these condensed consolidated financial statements.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

thousands, except per share data)

September 30,

Accumulated deficit

Total stockholders’ equity

Total liabilities and stockholders’ equity

The accompanying notes are an integral part of

these condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

Three Months Ended

Royalty and other

Total net revenue

2 unchanged sentences

Research and development

Selling, general and

administrative

Severance and software

license obligations

on license and asset sale

operating expenses

Selling, general and administrative

Total operating expenses

Loss from operations

Change in fair value of warrant liabilities

Other income (expense),

Other comprehensive loss, net of tax:

unrealized gain on available-for-sale-securities

Comprehensive loss

Other income, net

Net loss per share

2 unchanged sentences

Basic and diluted

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.

accompanying notes are an integral part of these condensed consolidated financial statements.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Preferred Stock

Comprehensive

as of December 31, 2023

The accompanying notes are an integral part of

these condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’

(In thousands)

Issuable Shares

Exchangeable Shares

Balance as of December 31, 2024

$ ( 177,120 )

issued for reverse stock split

of common stock and warrants, net

of common stock upon exercise of warrants

as of March 31, 2024

of common stock upon exercise of warrants

of common stock

of exchangeable shares

of common stock under stock plan, net

as of June 30, 2024

market sales of stock, net

issued for services

as of September 30, 2024

At-the market sales of stock, net

Shares issued for services

Stock-based compensation

Balance as of March 31, 2025

$ ( 177,591 )

Preferred Stock

Comprehensive

as of December 31, 2022

Issuable Shares

Exchangeable Shares

Balance as of December 31, 2023

$ ( 166,392 )

of exchangeable shares

gain on available-for-sale securities

as of March 31, 2023

of exchangeable shares

of common stock under stock plan, net

of common stock and warrants

of common stock upon exercise of warrants

recognition of fair value of warrant liability

gain on available-for-sale securities

as of June 30, 2023

of exchangeable shares

of common stock under stock plan, net

of common stock upon exercise of warrants

gain on available-for-sale securities

as of September 30, 2023

Shares issued for reverse stock split

Sale of common stock and warrants, net

Issuance of common stock upon exercise of warrants

Stock-based compensation

Balance as of March 31, 2024

$ ( 168,423 )

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.

accompanying notes are an integral part of these condensed consolidated financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS

September 30,

The accompanying notes are an integral part of

these condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

Three Months Ended

Cash flows from operating activities:

Adjustments to reconcile

net loss to net cash used in operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

Stock-based compensation

Change in fair value

of warrant liabilities

Change in fair value of warrant liabilities

Shares issued for services

Allowance for bad debt

Changes in assets and

Changes in assets and liabilities

Accounts receivable

Prepaid expenses and

Deferred cost of net

Prepaid expenses and other assets

Accounts payable

1 unchanged sentence

Lease liabilities - operating

revenue, accrued expenses and other

Net cash used in operating

Cash flows from investing

Purchases of property

and equipment

from maturities of marketable securities

Net cash provided by

investing activities

Cash flows from financing

Proceeds from sale of

common stock and warrants, net

Proceeds from at-the-market

sales of stock, net

Taxes paid to net share

settle equity awards

of financing leases

Net cash provided by

financing activities

Net decrease in cash and cash equivalents

Cash and cash equivalents

at beginning of period

Cash and cash equivalents

at end of period

Supplemental disclosure:

Noncash investing and

financing activities:

Initial recognition of

warrant liability

Unrealized gain on available-for-sale

accompanying notes are an integral part of these condensed consolidated financial statements.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Deferred revenue, accrued expenses and other

Net cash used in operating activities

Cash flows from investing activities:

Cash flows from financing activities:

Proceeds from sale of common stock and warrants, net

Proceeds from at-the-market sales of stock, net

Repayment of financing leases

Net cash provided by financing activities

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

The accompanying notes are an integral part of

these condensed consolidated financial statements.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company and Summary of Significant Accounting Policies

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.

September 14, 2021, the Company and its subsidiaries, 2864552 Ontario 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.

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

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.”

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 .

accompanying condensed consolidated financial statements of the Company have been prepared without audit.

(Canco), entered into an Arrangement Agreement (as

amended, 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).

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.”

The accompanying condensed

consolidated financial statements of the Company have been prepared without audit.

The condensed consolidated balance sheet as of December

31, 2024 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 Quarterly Report on Form 10-Q 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 months ended March 31, 2025 are not necessarily indicative of the results that may be expected for

the year ending December 31, 2025 or for any other future period.

Liquidity and Going Concern

The Company incurred net losses

of approximately $ 0.5 million for the three months ended March 31, 2025 and $ 10.7 million for the year ended December 31, 2024 and had

an accumulated deficit of approximately $ 177.6 million as of March 31, 2025.

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 common stock and warrants and the issuance of convertible notes and loans to

investors and affiliates.

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, 2024, 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.

The Company is currently

seeking additional financing in order to meet its cash requirements for the foreseeable future.

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 cost reduction strategies may include, but are not limited to, reducing headcount and curtailing business activities.

Basis of Presentation

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.

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.

and Going Concern

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.

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.

of Presentation

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

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.

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.

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.

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.

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.

and Uncertainties

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.

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.

Equivalents and Investments

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

Investments with original maturities greater than three months and remaining maturities less than one year are classified

as short-term investments.

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.

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, the volatility of public markets, rapidly changing customer requirements, limited operating history,

tariffs, pandemics, wars and acts of terrorism.

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.

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 has invested 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.

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.

generally determines the appropriate classification of securities at the time of purchase.

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.

of securities sold is based on the specific identification method.

Value Measurements

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:

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.

2—Pricing is provided by third party sources of market information obtained through the Company’s investment advisors, rather

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.

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.

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.

and Liability-Classified Instruments

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.

for Doubtful Accounts

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

Delinquent account balances are written off after management has determined that the likelihood of collection is remote.

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.

Company values its inventories at the lower of cost, which approximates actual cost on a first-in, first-out basis, or net realizable

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.

and Long-lived Assets

assets are recorded at cost and amortized on a straight-line method over their estimated useful lives of three to ten years .

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.

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.

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.

Intangible Assets

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):

Developed technology

Customer relationships

Developed technology

Customer relationships

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.

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.

amortization expense was approximately $ 2,000 and $ 5,000 for each of the three and nine-month periods ended September 30, 2024, respectively.

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.

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.

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.

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

The Company sells its products both directly to customers and through distributors generally under agreements with payment terms

typically 60 days or less.

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.

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.

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

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.

values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant

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.

Derivatives and Liability-Classified

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 Accounting Standards Codification

(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.

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.

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 March 31, 2025 and December 31, 2024.

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.

Company’s recognition of excess or obsolete inventory is, or if its estimates of potential utility become, less favorable than currently

expected, 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

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.

The Company generates revenue

primarily from sales of integrated circuits and antenna module products, performance of engineering services and licensing of its intellectual

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.

sells its products both directly to customers and through distributors generally under agreements with payment terms typically 60 days

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

Payments are received in the subsequent quarter.

The Company also generates revenue from licensing its

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.

services revenue

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.

liabilities – deferred revenue

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.

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.

Note 6 for disaggregation of revenue by geography.

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.

of Net Revenue

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.

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.

The Company also generates revenue from licensing its technology.

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 March 31, 2025 and December 31,

2024, contract liabilities were in a current position and included in deferred revenue.

During the three months ended

March 31, 2025, the Company recognized approximately $ 209,000 of revenue that had been included in deferred revenue as of December 31,

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.

Stock-Based Compensation

The Company periodically issues

stock options and restricted stock units (RSUs) to employees and non-employees.

The Company accounts for such awards based on 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.

Currency Transactions

functional currency of the Company is the U.S.

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.

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.

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.

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,

The assumptions used

in the Black-Scholes model could materially affect compensation expense recorded in future periods.

The fair value of restricted stock

awards, restricted stock units, and performance-based restricted stock units is based on the closing price of the Company’s common

stock on the date of grant.

Recognition of compensation expense for non-employees is in the same period and manner as if the Company had

paid cash for the services.

Foreign Currency Transactions

The functional currency of

the Company is the U.S.

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

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

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.

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):

Escrow shares - exchangeable shares

3 unchanged sentences

Warrants classified as equity

Warrants classified

as liabilities

Issued Accounting Pronouncements

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.

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.

December 2023, the FASB issued ASU No.

Warrants classified as liabilities

Recently Issued Accounting Pronouncements

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.

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.

November 2024, the FASB issued ASU No.

2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation

Disclosures (Subtopic 220-40):

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.

will be effective for annual periods beginning after December 15, 2024.

The Company does not expect the adoption of ASU No.

have a material impact on its consolidated financial statements.

In November 2024, the FASB

issued ASU No.

2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic

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.

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.

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 SEC did not, or is not expected to, have a material impact on the Company’s consolidated financial statements and related disclosures.

Fair Value of Financial Instruments

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,

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):

March 31, 2025

Money market funds (1)

Warrant liabilities

December 31, 2024

Money market funds (1)

1 unchanged sentence

(1) Amounts are included in cash and cash equivalents on the condensed consolidated balance sheets.

following tables represent the Company’s determination of fair value for its financial assets (cash equivalents) (in thousands):

September 30,

The following tables represent

the Company’s determination of fair value for its financial assets (cash equivalents) (in thousands):

March 31, 2025

Cash and cash equivalents

December 31, 2024

Cash and cash equivalents

Balance Sheet Detail

September 30,

(in thousands)

1 unchanged sentence

Work-in-process

September 30,

Finished goods

(in thousands)

Accrued Expenses and Other:

Accrued wages

and employee benefits

Professional fees, legal

and consulting

Accrued wages and employee benefits

Professional fees, legal and consulting

Software license obligations

Severance benefits (see

Severance benefits

Warranty accrual

Severance and Software License Obligations

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.

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.

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.

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 March 31, 2025, the

remaining severance liabilities of approximately $ 53,000 are expected to be paid through July 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 March 31, 2025, the remaining contractual liabilities of approximately $ 0.6 million and $ 0.3 million are included in accrued expenses

and other (see Note 3) and accounts payable, respectively.

Commitments and Contingencies

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.

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.

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 .

the renewal of the Toronto lease in December 2023, the Company recognized a right-of-use asset of approximately $ 137,700 .

rate used to measure the lease assets and liabilities for the renewal was 8 %.

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.

Company has operating leases for its facilities in Toronto and Markham, Ontario, Canada and recognizes lease expense on a straight-line

basis over the respective lease terms.

The Company had an operating lease for its corporate headquarters facility in San Jose, California

that was not renewed when the lease term expired on January 14, 2025.

In December 2024, the Company

renewed the Toronto office lease for a one-year term, which commenced January 1, 2025, and the Company ceased accounting for the lease

under ASC 842.

May 2022, the Company entered into a lease for the facility in Markham with a 60 -month term, which commenced June 21, 2022.

right-of-use asset and corresponding liability of approximately CAD$ 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 %.

The Markham landlord

also provided a lease incentive of approximately CAD$ 286,200 (the Incentive).

In 2023, the Company received payment of CAD$ 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 calendar year during the remaining lease term.

As of March 31, 2025, the

pending Incentive to be received was CAD$ 71,550 .

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 March 1, 2025, the finance lease expired, and the Company took ownership of the equipment and the related

right of use asset and liability was fully amortized.

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 .

following table provides the details of right-of-use assets and lease liabilities as of September 30, 2024 (in thousands):

following table provides the details of right-of-use assets and lease liabilities as of March 31, 2025 (in thousands):

Right-of-use assets:

1 unchanged sentence

Finance leases

right-of-use assets

Total right-of-use assets

Lease liabilities:

1 unchanged sentence

Finance leases

lease liabilities

minimum payments under the leases at September 30, 2024 are listed in the table below (in thousands):

ending December 31,

Total lease liabilities

Future minimum payments under

the leases at March 31, 2025 are listed in the table below (in thousands):

Year ending December 31,

Total future lease payments

imputed interest

Present value of lease

following table provides the details of supplemental cash flow information (in thousands):

September 30,

Present value of lease liabilities

The following table provides

the details of supplemental cash flow information (in thousands):

Three Months Ended

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash

flows for leases

expense was approximately $ 0.2 million for each of the three-months ended September 30, 2024 and 2023.

Operating cash flows for leases

Rent expense was approximately

$ 0.4 million and $ 0.6 million for the nine-months ended September 30, 2024 and 2023, respectively.

$ 0.1 million and $ 0.2 million for the three months ended March 31, 2025 and 2024, respectively.

In addition to the minimum lease payments,

1 unchanged sentence

Indemnification

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.

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.

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.

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.

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.

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.

Business Segments, Concentration of Credit Risk and Significant Customers

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.

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 months ended March 31, 2025 and 2024 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

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 months ended

March 31, 2025 and 2024.

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

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 March 31, 2025, the Company had outstanding non-cancelable

purchase orders for inventory, primarily wafers and substrates, and related expenditures of approximately $ 2.9 million.

Business Segments, Concentration of Credit Risk and

Significant Customers

Segment Information

The Company determines its

reporting units in accordance with ASC No.

280, Segment Reporting (ASC 280), as amended by ASU No.

2023-07, Segment Reporting

Improvements to Reportable Segment Disclosures , which the Company adopted effective December 31, 2024.

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

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similar and, if so, the operating segments are aggregated.

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.

Company recognized revenue from shipments of product, licensing of its technologies and performance of services to customers by geographical

location as follows (in thousands):

September 30,

United States

The Company’s chief

executive officer is the chief operating decision maker (CODM), and the CODM evaluates financial performance and makes operating decisions

about allocating resources based on financial data presented on a consolidated basis, including consolidated net income (loss).

the CODM evaluates financial performance on a consolidated basis, the Company operates and manages its business as one reportable and

operating segment as a fabless semiconductor company focused on the development and sale of mmWave wireless technology, semiconductor

devices and antenna modules, the performance of non-recurring engineering, or NRE, services and the licensing of intellectual property.

The measure of segment assets is reported on the balance sheet as total consolidated assets.

The Company’s reporting segment meets

the definition of an operating segment and does not include the aggregation of multiple operating segments.

Significant segment expenses

include research and development expenditures, salaries and benefits, stock-based compensation and software license obligations.

expenses include all remaining costs necessary to operate the Company’s business, which primarily include facilities, external professional

services and other administrative expenses.

The following table presents the significant segment expenses and other segment items regularly

reviewed by the CODM:

Three Months Ended

Total net revenue

Cost of net revenue

Research and development

Stock-based compensation

Other operating expenses

Concentrations

The Company recognized revenue

from shipments of products, licensing of its technologies and performance of services to customers by geographical location as follows

(in thousands):

Three Months Ended

North America

Rest of world

Total net revenue

following is a breakdown of product revenue by category (in thousands):

September 30,

The following is a breakdown

of product revenue by category (in thousands):

(amounts in thousands)

For the Three

Product category

mmWave modules

mmWave other products

following table lists significant customers that represented more than 10% of the Company’s total revenue during each respective

September 30,

following table lists significant customers that represented more than 10% of the Company’s net accounts receivable balance at

each respective balance sheet date:

September 30,

following table lists significant vendors that represented more than 10% of the Company’s total accounts payable balance at each

respective balance sheet date:

September 30,

The following table lists

significant customers that represented more than 10% of the Company’s total revenue during each respective period:

Three Months Ended

* Represents less than 10%

The following table lists

significant customers that represented more than 10% of the Company’s net accounts receivable balance at each respective balance

Accounts Receivable

Represents less than 10%

The following table lists

significant vendors that represented more than 10% of the Company’s total accounts payable balance at each respective balance sheet

Accounts Payable

Represents less than 10%

Stock-Based Compensation

Stock Equity Plans

2010, the Company adopted the 2010 Equity Incentive Plan and later amended it in 2014, 2017 and 2018 (the Amended 2010 Plan).

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.

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.

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

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.

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.

further awards will be made under the 2009 Plan.

2009 Plan, the Amended 2010 Plan and the 2019 Plan are referred to collectively as the “Plans.”

Compensation Expense

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

There were no stock options granted or exercised during the nine months ended September 30, 2024 and 2023.

Stock Options and Restricted Stock

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.

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 and December 2024, the Company’s stockholders approved amendments increasing the number of shares

reserved for issuance under the 2019 Plan by 77,674 and 1,500,000 shares, respectively.

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 (as defined in the 2019 Plan)

of the Company.

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):

automatic acceleration of vesting for options granted to non-employee directors upon a change of control of the Company.

In December 2021, 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 and became exercisable by the holder of such

option in accordance with its terms.

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 related to the vesting of stock options of $ 0.1 million and $ 1.0 million during each of the three-month periods ended March 31,

2025 and 2024, respectively.

At March 31, 2025, the unamortized compensation cost was approximately $ 1.0 million related to stock options

and is expected to be recognized as expense over a weighted average period of approximately 2.5 years.

The Company reflected compensation

costs of approximately $ 17,000 and $ 0.2 million related to the vesting of restricted stock units during each of the three-month periods

ended March 31, 2025 and 2024, respectively.

The unamortized compensation cost at March 31, 2025 was approximately $ 47,000 related to

restricted stock units and is expected to be recognized as expense over a weighted average period of approximately 0.6 years.

were no stock options granted or exercised during the three months ended March 31, 2024.

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 months ended March 31, 2025 and options outstanding as

of March 31, 2025 (in thousands, except exercise price):

Options Outstanding

Balance as of December 31, 2024

RSUs cancelled and returned

to the 2019 Plan

Options granted

Balance as of March 31, 2025

RSUs cancelled and returned

to the 2019 Plan

Balance as of June 30, 2024

RSUs cancelled and returned

to the 2019 Plan

Balance as of September 30, 2024

following table summarizes significant ranges of outstanding and exercisable options as of September 30, 2024 (in thousands, except contractual

life and exercise price):

The following table summarizes

significant ranges of outstanding and exercisable options as of March 31, 2025 (in thousands, except contractual life and exercise price):

Options Outstanding Options Exercisable

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$ 62.81 - $ 599.60 28 5.78 $ 110.11 27 $ 110.39 $ —

summary of RSU activity under the Plans is presented below (in thousands, except for fair value):

$ 0.00 - $ 599.60 1,355 9.77 $ 9.77 66 $ 53.22 $ —

A summary of RSU activity

under the Plans is presented below (in thousands, except for fair value):

Non-vested shares as of December 31, 2024

Non-vested shares as of March 31, 2025

Non-vested shares as of June 30, 2024

Non-vested shares as of September 30, 2024

Shares and Preferred Stock

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.

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.

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.

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.

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.

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

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.

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

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 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

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.

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.

is expected that Callco will exercise its call rights, as that is more beneficial to the holders of the Exchangeable Shares.

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.

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.

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

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.

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.

2024 Public Offering

Stockholders’ Equity

February 2024 Public Offering

February 6, 2024, the Company entered into an underwriting agreement (the Underwriting Agreement) with Ladenburg Thalmann & Co.

as the sole underwriter (Ladenburg), relating to the issuance and sale in a public offering (the Offering) of:

(Ladenburg), as the sole underwriter, 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

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

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

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.

net proceeds from the Offering, including the additional shares of common stock, Series A warrants and Series B warrants sold pursuant

2 unchanged sentences

warrants, were approximately $ 3.4 million.

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.

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).

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.

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.

2024 Private Sale

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.

Issued for Services

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.

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

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 .

Classified as Equity

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

Series A warrants have an exercise price of $ 2.25 , were immediately exercisable upon issuance, and expire on February 8, 2029 .

B warrants had an original exercise price of $ 2.25 per share, were immediately exercisable upon issuance, and expired on November 8, 2024 .

The Series B warrants had an initial expiration date of August 8, 2024, which was extended to November 8, 2024 pursuant to amendments

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) (see Note 9).

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.

As of December 31, 2024, the

holders exercised all of the pre-funded warrants for 1,424,760 shares of common stock.

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 paid Ladenburg a cash fee of 9 % of the gross proceeds received from the Offering and issued

warrants to Ladenburg to purchase up to 139,108 shares of common stock at an exercise price of $ 2.625 , subject to adjustments, which were

exercisable immediately and have substantially similar terms to the Series A warrants.

Shares Issued for Services

In January 2025, the Company

issued 40,000 unregistered restricted shares of common stock with a fair value of approximately $ 40,000 to a service provider.

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 .

After selling

$ 169,215 of shares pursuant to the Sales Agreement, on December 10, 2024, the Company increased the maximum aggregate offering amount

of common stock issuable pursuant to the Sales Agreement to $ 2,693,527 .

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 pursuant to the Sales

Agreement in addition to the reimbursement of certain expenses.

The Company has no obligation to sell any shares pursuant to the Sales

Agreement and either the Company or Ladenburg may terminate the Sales Agreement in accordance with its terms.

During the three months

ended March 31, 2025, the Company sold 328,966 shares of common stock for net proceeds of approximately $ 433,000 pursuant to

the Sales Agreement.

Warrant Inducement Offering

August 6, 2024, the Company extended the expiration date of the Series B warrants issued in the Offering 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.

On October 3, 2024, the Company extended the expiration date of the Series B warrants to November 8, 2024, by

entering into a further amendment to the Warrant Agency Agreement.

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.

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 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)

to purchase an aggregate of 2,246,030 shares of common stock.

The Series C Warrants have an exercise price of $ 1.61 per share, were exercisable

upon issuance and expire on the six-month anniversary of the date of issuance.

The Series D Warrants have an exercise price of $ 1.61 per

share, were exercisable upon issuance and expire on the five-year anniversary of the date of issuance.

Upon exercise of the Existing

Warrants, the Company issued 1,328,650 shares of its common stock while the remaining 917,380 shares (Issuable Shares) remained under

abeyance, pending issuance instructions from the Holders, pursuant to the terms of the Inducement Letters.

The Company accounted for the

issuance of the:

i) 1,328,650 shares of its common stock, ii) the Series C Warrants to purchase 2,246,030 shares of the Company’s

common stock, iii) the Series D Warrants to purchase 2,246,030 shares of the Company’s common stock, and iv) the remaining 917,380

Issuable Shares as a single equity transaction for gross proceeds of approximately $ 2.92 million at the reduced exercise price of $ 1.30

As of March 31, 2025 and December 31, 2024, the fair value of the unissued 917,380 Issuable Shares of approximately $ 1.2 million

has been presented separately as issuable shares on the consolidated balance sheets and statements of stockholders’ equity.

In relation to the above warrant

inducement offering, the Company engaged Ladenburg as placement agent and paid cash compensation of 9 % of the gross proceeds.

the Company issued warrants to Ladenburg to purchase up to 157,223 shares of common stock at an exercise price of $ 1.625 , which were exercisable

upon issuance, expire on the five-year anniversary of the date of issuance, and have substantially similar terms to the Series C Warrants.

Warrants Classified as Liabilities

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 securities purchase agreements

governing warrants issued in registered direct offerings completed in November 2022 and June 2023 (collectively, the Purchase Warrants)

provide for a value calculation for such warrants using the Black Scholes model in the event of certain fundamental transactions.

fair value calculation provides for a floor on the volatility amount utilized in the value calculation at 100 % or greater.

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 consolidated balance sheet.

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.

of September 30, 2024 and December 31, 2023, the Company had the following Purchase Warrants outstanding (share amounts in thousands):

Shares Exercise

Price Expiration Date

in the fair value reported in other income (expense) in the consolidated statements of operations.

of March 31, 2025, 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

1 unchanged sentence

following table sets forth changes in the fair value of the Purchase Warrants outstanding (amounts in thousands):

Number of Warrants

on Common Shares

Balance as of December 31, 2024

in fair value of warrants

Change in fair value of warrants

Balance as of March 31, 2025

in fair value of warrants

Balance as of June 30, 2024

in fair value of warrants

Balance as of September 30, 2024

fair value of the Purchase Warrants at September 30, 2024 was determined using the Black Scholes model with the assumptions in the following

The outstanding liability-classified warrants had

no intrinsic value at March 31, 2025.

The fair value of the Purchase

Warrants at March 31, 2025 was determined using the Black Scholes model with the assumptions in the following table.

2022 Purchase

2023 Purchase

Expected term based on contractual term

1 unchanged sentence

Expected volatility

Expected dividend yield

Expected dividend

Fair value of warrants (in thousands)

fair value of the Purchase Warrants at December 31, 2023 was determined using the Black Scholes model with the assumptions in the following

The fair value of the Purchase

Warrants at December 31, 2024 was determined using the Black Scholes model with the assumptions in the following table.

2022 Purchase

2023 Purchase

Expected term based on contractual term

1 unchanged sentence

Expected volatility

Expected dividend yield

Expected dividend

Fair value of warrants (in thousands)

Warrants Classified as Equity

As of March 31, 2025, the

Company had the following equity-classified common stock purchase warrants outstanding (share amounts in thousands):

Warrant Type Number of Shares Exercise Price Expiration

Common Stock Warrant 7 $ 28.00 June 2, 2028

Series A warrants 3,975 $ 2.250 February 8, 2029

Series A warrants 139 $ 2.625 February 8, 2029

Series C warrants 2,246 $ 1.610 May 5, 2025

Series C warrants 157 $ 1.625 November 5, 2029

Series D warrants 2,246 $ 1.610 November 5, 2029

Balance as of March 31, 2025 8,770

The outstanding equity-classified warrants had

no intrinsic value at March 31, 2025.

Related Party Transactions

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.

Note 8 for a discussion of the Company’s sale of common stock to a member of the board of directors in June 2024.

License and Asset Sale Transaction

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.

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

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.

A family member of one of

the Company’s executive officers is an employee of the Company.

The Company recorded compensation expense of approximately $ 27,500

and $ 27,800 for the employed family member during the three months ended March 31, 2025 and 2024, respectively.

Memory IC Product End-of-Life

Semiconductor Manufacturing Corporation (TSMC) is the sole foundry that manufactures the wafers used to produce the Company’s memory

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.

Semiconductor Manufacturing Corporation, the sole foundry that manufactured the wafers used to produce the Company’s memory IC products,

discontinued the foundry process used to produce such wafers.

As a result, the Company commenced an end-of-life (EOL) of its memory products

In March 2025, the Company fulfilled all outstanding EOL orders for its memory IC products.

Subsequent Events

of Series B Warrants

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.

8 for additional information about the Series B warrants and the Offering.

Inducement Offering

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.

Amendment to Series C Warrants

On May 2, 2025, the Company

extended the expiration date of its Series C Warrants to purchase an aggregate of 2,246,030 shares of common stock from May 6, 2025 to

August 4, 2025, by entering into an amendment with each holder of the Series C Warrants.

See Note 9 for additional information about the

Series C Warrants.

of Common Stock under ATM Offering Program

May 2025, the Company sold 42,284 shares of common stock for net proceeds of approximately $ 46,785 pursuant to the Sales Agreement (see

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 1. Financial Statements