Peraso Inc. (PRSO) Prices $4M Share and Warrant Offering

Peraso Inc. (NASDAQ: PRSO) today announced the pricing of its underwritten public offering of 480,000 shares of common stock, pre-funded warrants to purchase up to 1,424,760 shares of common stock, Series A warrants to purchase up to 3,809,520 shares of common stock and Series B warrants to purchase up to 3,809,520 shares of common stock (the "Offering").

Ladenburg Thalmann & Co. Inc. is acting as the sole book-running manager for the Offering.

Each share of common stock and each pre-funded warrant is being sold together with one Series A warrant to purchase two shares of common stock and one Series B warrant to purchase two shares of common stock. The Series A warrants have an exercise price of $2.25 per share, are exercisable immediately upon issuance, and will expire five years following the date of issuance. The Series B warrants have an exercise price of $2.25 per share, are exercisable immediately upon issuance, and will expire six months following the date of issuance. The pre-funded warrants will be immediately exercisable at a nominal exercise price of $0.001 per share and may be exercised at any time until all of the pre-funded warrants are exercised in full. The warrants are fixed priced and do not contain any price based anti-dilution or variable pricing features. The combined public offering price of each share of common stock, together with the accompanying Series A warrant and Series B warrant, is $2.10, less underwriting discounts and commissions. The combined public offering price of pre-funded warrant, together with the accompanying Series A warrant and Series B warrant, is $2.099, less underwriting discounts and commissions.

The Offering is expected to close on or about February 8, 2024, subject to the satisfaction of customary closing conditions.

In addition, the Company has granted the underwriter a 45-day option to purchase up to an additional 285,714 shares of common stock, Series A warrants to purchase up to an additional 571,428 shares of common stock and/or Series B warrants to purchase up to an additional 571,428 shares of common stock at the public offering price, less underwriting discounts and commissions.

The gross proceeds from the Offering to the Company, before deducting underwriting discounts and commissions and other Offering expenses and excluding any proceeds that may be received upon the exercise of the warrants and the exercise of the underwriter's option to purchase additional shares of common stock, Series A warrants and/or Series B warrants, are expected to be approximately $4 million. Peraso currently intends to use the net proceeds of the Offering to fund operations and for working capital and other general corporate purposes.

The securities described above are being offered pursuant to Peraso's registration statement on Form S-1 (File No. 333-276247) previously filed with and subsequently declared effective by the Securities and Exchange Commission (the "SEC") on February 6, 2024. The securities may be offered only by means of a prospectus which forms part of the effective registration statement. A preliminary prospectus describing the terms of the Offering has been filed with the SEC and is available on the SEC's website located at http://www.sec.gov. A final prospectus relating to this Offering will be filed by the Company with the SEC. Electronic copies of the final prospectus relating to the Offering, when available, may also be obtained by contacting Ladenburg Thalmann & Co. Inc., Prospectus Department, 640 Fifth Avenue, 4th Floor, New York, New York 10019 or by email at [email protected].

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

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