Mobix Labs announces hostile tender offer for Peraso shares

Mobix Labs Inc. (NASDAQ: MOBX) filed a Form 425 with the Securities and Exchange Commission announcing its intention to launch a hostile exchange offer to acquire all outstanding shares of Peraso Inc. (NASDAQ: PRSO). The proposed offer will consist of a mix of cash and Mobix Labs common stock.

The announcement follows what Mobix Labs described as unsuccessful exploratory discussions with Peraso's board of directors. According to Mobix Labs, Peraso's board conditioned further engagement on Mobix Labs agreeing not to communicate directly with Peraso shareholders.

Mobix Labs criticized Peraso's recent financing activities, stating that last week Peraso reduced the exercise price of certain existing warrants, resulting in the issuance of 952,380 new shares while simultaneously issuing new warrants for 100% of the exercised shares with a five and a half year term. Peraso also agreed to register the resale of these new warrant shares within 30 days.

"Peraso shareholders deserve transparency and a clear path to value," said Keyvan Samini, President and Chief Financial Officer of Mobix Labs. "We remain open to a negotiated agreement, but we will not be prevented from speaking directly to Peraso shareholders."

Mobix Labs has access to an equity line of credit with a capacity of up to $100 million, though the actual amount available depends on share availability and prevailing market prices. The company expects to close the transaction within approximately 75 days of commencement if Peraso does not interfere with the transaction.

The exchange offer will be launched following the filing of a Registration Statement on Form S-4 with the SEC. Closing conditions include required stockholder approval, receipt of financing, Peraso's removal of anti-takeover devices, effectiveness of the Registration Statement, and regulatory approvals.

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