Peraso Inc. filed a Form 8-K on November 3, 2026, reporting the October 28, 2026 closing of a private placement with Nant Capital, LLC, resulting in aggregate gross proceeds of approximately $10.0 million.

Key Highlights

  • Closing Date: The private placement closed on October 28, 2026, with Nant Capital, LLC as the sole purchaser.
  • Shares Issued: The company issued 3,271,355 shares of common stock at $0.5034 per share and accompanying Common Warrant.
  • Pre-Funded Warrants: Pre-Funded Warrants to purchase up to 16,593,563 shares were issued at $0.5024 per Pre-Funded Warrant and accompanying Common Warrant.
  • Common Warrants: Common Warrants to purchase up to 19,864,918 shares were issued, exercisable through October 28, 2028, at $0.3784 per share.
  • Gross Proceeds: Aggregate gross proceeds were approximately $10.0 million, before deducting offering expenses payable by the company.
  • Registration Deadline: The company is required to file a resale registration statement on or prior to November 27, 2026, with effectiveness targeted no later than January 26, 2027.
  • Liquidated Damages: Failure to meet registration deadlines may require payment of 1.0% of the aggregate purchase price per month, up to a maximum of 5.0%.

Peraso's October 2026 Private Placement: Terms and Registration Obligations

According to the filing, Peraso Inc. (NASDAQ:PRSO) completed the closing of an unregistered private placement on October 28, 2026, pursuant to a Securities Purchase Agreement entered into on October 26, 2026, with Nant Capital, LLC. The company disclosed that it issued 3,271,355 shares of common stock (par value $0.001 per share), Pre-Funded Warrants to purchase up to 16,593,563 shares, and Common Warrants to purchase up to 19,864,918 shares. The maximum number of shares of common stock issuable upon exercise of all warrants, without giving effect to the beneficial ownership limitation, is 36,458,481 shares, the filing stated.

The filing disclosed that the Common Warrants are exercisable at any time on or after the Closing Date through 5:00 p.m., New York City time, on October 28, 2028, at an exercise price of $0.3784 per share. Exercise of the warrants is subject to a limitation preventing the holder, together with its affiliates and certain related parties, from beneficially owning more than 19.99% of the outstanding common stock immediately after giving effect to any exercise. The company reported that no placement agent was engaged and no underwriting discounts or commissions were paid in connection with the transaction. The securities were offered in reliance on Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) of Regulation D, with the purchaser representing that it is an "accredited investor."

In connection with the closing, the company and the purchaser entered into a Registration Rights Agreement. The company disclosed it is required to file a resale registration statement with the SEC on or prior to November 27, 2026, and to use its best efforts to cause such registration statement to become effective no later than January 26, 2027, or February 25, 2027 if the SEC reviews the statement and provides written comments. The company stated it intends to use the net proceeds for working capital and general corporate purposes. The filing noted that statements regarding intended use of proceeds and the registration statement are forward-looking and subject to risks and uncertainties.

What Was Disclosed

Peraso Inc. reported the October 28, 2026 closing of a private placement with Nant Capital, LLC, generating approximately $10.0 million in gross proceeds through the issuance of common shares and two classes of warrants, along with entry into a Registration Rights Agreement.