{"url_path":"/sec/prso/8-k/2026-07-02/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-02","source_url":"https://www.sec.gov/Archives/edgar/data/890394/0001213900-26-075082-index.html","accession_number":"0001213900-26-075082","cik":"0000890394","ticker":"PRSO","issuer_name":"Peraso Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/890394/0001213900-26-075082-index.html","primary_entity_key":"0000890394","primary_entity_name":"Peraso Inc."},"word_count":3456,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive\nAgreement.**\n\n \n\nOn June 30, 2026, Peraso Inc. (the “Company”) entered into\na Common Stock Purchase Agreement (the “Purchase Agreement”) and a related Registration Rights Agreement (the “Registration\nRights Agreement”), each dated as of June 30, 2026, with Roth Principal Investments, LLC (“Roth Principal Investments”).\nUpon the terms and subject to the satisfaction of the conditions set forth in the Purchase Agreement, the Company will have the right,\nin its sole discretion, to sell to Roth Principal Investments up to $25,000,000 of newly issued shares of the Company’s common stock,\npar value $0.001 per share (the “Common Stock”), subject to certain conditions and limitations contained in the Purchase Agreement,\nfrom time to time during the term of the Purchase Agreement. Sales of Common Stock pursuant to the Purchase Agreement, and the timing\nof any sales, are solely at the option of the Company, and the Company is under no obligation to sell any securities to Roth Principal\nInvestments under the Purchase Agreement.\n\n \n\nUpon the initial satisfaction of each of the conditions\nto Roth Principal Investments’ purchase obligation set forth in the Purchase Agreement (the initial satisfaction of such conditions,\nthe “Commencement”, and the date on which the Commencement occurs, the “Commencement Date”), including that a\nregistration statement registering under the Securities Act of 1933, as amended (the “Securities Act”), the resale by Roth\nPrincipal Investments of shares of Common Stock issued to it by the Company under the Purchase Agreement, which the Company agreed to\nfile with the Securities and Exchange Commission (the “SEC”) pursuant to the Registration Rights Agreement (the “Registration\nStatement”), is declared effective by the SEC, the Company will have the right, but not the obligation, from time to time in its\nsole discretion for a period of up to 36 months beginning on the Commencement Date, to direct Roth Principal Investments to purchase up\nto a specified maximum amount of shares of Common Stock, in one or more Market Open Purchases, Intraday Purchases, Pre-Market Purchases\nand/or Post-Market Purchases (each, as defined below, and together, “Purchases”), by timely delivering written notice to Roth\nPrincipal Investments for each such Purchase in accordance with the Purchase Agreement on any trading day selected by the Company as the\npurchase date therefor (the “Purchase Date”), so long as (i) the closing sale price of Common Stock on the trading day immediately\nprior to such Purchase Date is not less than a specified threshold price as set forth in the Purchase Agreement (the “Threshold\nPrice”) and (ii) all shares of Common Stock subject to all prior Purchases effected by the Company under the Purchase Agreement,\nincluding all prior Purchases effected on the same Purchase Date, have been received by Roth Principal Investments at such time and in\nthe manner set forth in the Purchase Agreement.\n\n \n\nThe purchase price of the shares of Common Stock\nthat the Company elects to sell to Roth Principal Investments in a Purchase pursuant to a timely delivered written notice in accordance\nwith the Purchase Agreement after 7:30 a.m., New York City time and prior to 9:00 a.m. New York City time on the Purchase Date (a “Market\nOpen Purchase”) will be determined by reference to the volume weighted average price of the Common Stock (“VWAP”) during\nthe period (the “Market Open Purchase Valuation Period”) beginning at the official open (or “commencement”) of\nthe regular trading session on The Nasdaq Capital Market on the applicable Purchase Date and ending at the earliest to occur of (i) such\ntime of official close of the regular trading session, (ii) such time during such regular trading hour period, the trading volume threshold\ncalculated in accordance with the Purchase Agreement is reached, and (iii) if the Company further specifies in the applicable purchase\nnotice for such Market Open Purchase that a “limit order discontinue election” shall apply to such Market Open Purchase, such\ntime the trading price of the Common Stock on The Nasdaq Capital Market during such Market Open Purchase Valuation Period falls below\nthe applicable minimum price threshold determined in accordance with the Purchase Agreement, less a fixed 3.0% discount to the VWAP for\nsuch Market Open Purchase Valuation Period.\n\n \n\nIn addition to the Market Open Purchases described\nabove, after the Commencement, the Company will also have the right, but not the obligation (subject to the continued satisfaction of\nthe purchase conditions contained in the Purchase Agreement), to direct Roth Principal Investments to purchase, on any trading day that\nwould qualify as a Purchase Date on which the Company may elect to effect a Market Open Purchase, whether or not a Market Open Purchase\nis effected by the Company on such trading day, a specified number of shares of Common Stock, not to exceed certain limitations set forth\nin the Purchase Agreement that are similar to those applicable to Market Open Purchases (each, an “Intraday Purchase”), by\ntimely delivering an irrevocable written notice of such Intraday Purchase to Roth Principal Investments after 10:00 a.m., New York City\ntime (and after the Market Open Purchase Valuation Period for any earlier Market Open Purchase and the Intraday Purchase Valuation Period\n(defined below) for the most recent prior Intraday Purchase effected on the same Purchase Date, if applicable, have ended), and prior\nto 2:00 p.m., New York City time, on such Purchase Date (each, an “Intraday Purchase Notice”).\n\n \n\n1\n\n \n\n \n\nThe per share purchase price for the shares of\nCommon Stock that the Company elects to sell to Roth Principal Investments in an Intraday Purchase pursuant to the Purchase Agreement,\nif any, will be calculated in the same manner as in the case of a Market Open Purchase (including the same fixed 3.0% discount to the\napplicable VWAP used to calculate the per share purchase price for a Market Open Purchase, as described above), provided that the VWAP\nfor each Intraday Purchase effected on a Purchase Date will be calculated over different purchase valuation periods during the regular\ntrading session on The Nasdaq Capital Market on such Purchase Date than the Market Open Purchase Valuation Period applicable to a Market\nOpen Purchase effected on such Purchase Date (if any), each of which will commence and end at different times on such Purchase Date and\nwill not overlap with any other purchase valuation period on such Purchase Date (each, an “Intraday Purchase Valuation Period”).\n\n \n\nIn addition to the Market Open Purchases and Intraday\nPurchases described above, after the Commencement, the Company will also have the right, but not the obligation (subject to the continued\nsatisfaction of the purchase conditions contained in the Purchase Agreement), to direct Roth Principal Investments to purchase, on any\ntrading day that would qualify as a Purchase Date on which the Company may elect to effect a Market Open Purchase, whether or not a Market\nOpen Purchase is effected by the Company on such trading day, a specified number of shares of Common Stock, not to exceed certain limitations\nset forth in the Purchase Agreement (each, a “Pre-Market Purchase”), by timely delivering an irrevocable written notice of\nsuch Pre-Market Purchase to Roth Principal Investments after 7:00 a.m., New York City time, and prior to 8:30 a.m., New York City time,\non such Purchase Date (each, a “Pre-Market Purchase Notice”).\n\n \n\nThe per share purchase price for the shares of\nCommon Stock that the Company elects to sell to Roth Principal Investments in a Pre-Market Purchase pursuant to the Purchase Agreement,\nif any, will be determined by reference to the VWAP of the Common Stock over a purchase valuation period to be calculated in accordance\nwith the Purchase Agreement, which period will not overlap with the valuation period for any other Purchase effected on the same Purchase\nDate, less a fixed 6.0% discount to such VWAP (such period, a “Pre-Market Purchase Valuation Period”).\n\n \n\nIn addition to the Market Open Purchases, Intraday\nPurchases and Pre-Market Purchases described above, after the Commencement, the Company will also have the right, but not the obligation\n(subject to the continued satisfaction of the purchase conditions contained in the Purchase Agreement), to direct Roth Principal Investments\nto purchase, on any trading day that would qualify as a Purchase Date on which the Company may elect to effect a Market Open Purchase,\nwhether or not a Market Open Purchase is effected by the Company on such trading day, a specified number of shares of Common Stock, not\nto exceed certain limitations set forth in the Purchase Agreement (each, a “Post-Market Purchase”), by timely delivering an\nirrevocable written notice of such Post-Market Purchase to Roth Principal Investments after 4:05 p.m., New York City time, and prior to\n5:00 p.m., New York City time, on such Purchase Date (each, a “Post-Market Purchase Notice”).\n\n \n\nThe per share purchase price for the shares of\nCommon Stock that the Company elects to sell to Roth Principal Investments in a Post-Market Purchase pursuant to the Purchase Agreement,\nif any, will be determined by reference to the VWAP over a purchase valuation period to be calculated in accordance with the Purchase\nAgreement, which period will not overlap with the valuation period for any other Purchase effected on the same Purchase Date, less a fixed\n6.0% discount to such VWAP (such period, a “Post-Market Purchase Valuation Period,” and together with the Market Open Purchase\nValuation Period, Intraday Purchase Valuation Period and Pre-Market Purchase Valuation Period, the “Valuation Period”).\n\n \n\nThere is no upper limit on the price per share\nthat Roth Principal Investments could be obligated to pay for Common Stock the Company may elect to sell to it in any Purchase under the\nPurchase Agreement. The purchase price per share of Common Stock that the Company may elect to sell to Roth Principal Investments in a\nPurchase under the Purchase Agreement will be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split,\nreverse stock split or other similar transaction occurring during the applicable Valuation Period for such Purchase.\n\n \n\n2\n\n \n\n \n\nThe Company will control the timing and amount\nof any sales of Common Stock to Roth Principal Investments that it may elect, in its sole discretion, to effect from time to time from\nand after the Commencement Date and during the term of the Purchase Agreement. Actual sales of shares of Common Stock to Roth Principal\nInvestments under the Purchase Agreement will depend on a variety of factors to be determined by the Company from time to time, including,\namong other things, market conditions, the trading price of the Common Stock and determinations by the Company as to the appropriate sources\nof funding for the Company and its operations.\n\n \n\nUnder the applicable Nasdaq rules, in no event may the Company issue\nto Roth Principal Investments under the Purchase Agreement more than 3,004,114 shares of Common Stock, which number of shares is equal\nto 19.99% of the shares of Common Stock issued and outstanding immediately prior to the execution of the Purchase Agreement (the “Exchange\nCap”), unless (i) the Company obtains stockholder approval to issue shares of Common Stock in excess of the Exchange Cap in accordance\nwith applicable Nasdaq rules, or (ii) the average price per share paid by Roth Principal Investments for all of the shares of Common Stock\nthat the Company directs Roth Principal Investments to purchase from the Company pursuant to the Purchase Agreement, if any, equals or\nexceeds $0.9853 (representing the sum of (i) $0.1664 and (ii) the lower of (a) the official closing price of the Common Stock on Nasdaq\nimmediately preceding the execution of the Purchase Agreement and (b) the average official closing price of the Common Stock on Nasdaq\nfor the five consecutive trading days immediately preceding the execution of the Purchase Agreement, as adjusted in accordance with applicable\nNasdaq rules), so that the Exchange Cap limitation will not apply to issuances and sales of Common Stock pursuant to the Purchase Agreement.\n\n \n\nIn addition, the Company may not issue or sell\nany shares of Common Stock to Roth Principal Investments under the Purchase Agreement which, when aggregated with all other shares of\nCommon Stock then beneficially owned by Roth Principal Investments and its affiliates (as calculated pursuant to Section 13(d) of the\nSecurities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 13d-3 thereunder), would result in Roth Principal\nInvestments beneficially owning more than 4.99% of the outstanding shares of Common Stock.\n\n \n\nThe net proceeds from sales of Common Stock by\nthe Company to Roth Principal Investments under the Purchase Agreement, if any, will depend on the frequency and prices at which the Company\nsells shares of Common Stock to Roth Principal Investments under the Purchase Agreement. To the extent the Company elects to sell shares\nof Common Stock to Roth Principal Investments under the Purchase Agreement from and after the Commencement Date, the Company currently\nplans to use any net proceeds therefrom for working capital and general corporate purposes, including continued product development and\nexpansion in the drone, defense and tactical communications markets.\n\n \n\nThere are no restrictions on future financings,\nrights of first refusal, participation rights, penalties or liquidated damages in the Purchase Agreement or Registration Rights Agreement,\nother than a prohibition (with certain limited exceptions) on entering into specified “Variable Rate Transactions” (as such\nterm is defined in the Purchase Agreement) during the term of the Purchase Agreement. Such transactions include, among others, the issuance\nof convertible securities with a conversion or exercise price that is based upon or varies with the trading price of the Common Stock\nafter the date of issuance, or the Company effecting or entering into an agreement to effect an “equity line of credit” or\nother substantially similar continuous offering with a third party, in which the Company may offer, issue or sell Common Stock or any\nsecurities exercisable, exchangeable or convertible into Common Stock at a future determined price. The foregoing restriction is subject\nto certain limited exceptions set forth in the Purchase Agreement, including continued sales under the Company’s existing at-the-market\noffering program, subject to the limitations set forth therein.\n\n \n\nIn addition, the Company has agreed, subject to\nlimited exceptions (including continued sales under the ATM facility described above), that from the date of the Purchase Agreement through\nthe effective date of the Registration Statement, it will not, without the prior written consent of Roth Principal Investments, offer,\nsell or otherwise dispose of any shares of Common Stock or any securities convertible into or exchangeable for Common Stock. Roth Principal\nInvestments may, in its sole discretion, release all or any portion of the securities subject to this restriction at any time.\n\n \n\nRoth Principal Investments has agreed that during\nthe term of the Purchase Agreement, none of Roth Principal Investments, any of its officers, or any entity managed or controlled by Roth\nPrincipal Investments, will enter into or effect, directly or indirectly, either for Roth Principal Investments’ own principal account\nor for the principal account of any such entity managed or controlled by Roth Principal Investments, any short sale (as such term is defined\nin Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock or any hedging transaction, which establishes a net short position\nwith respect to the Common Stock.\n\n \n\n3\n\n \n\n \n\nThe Purchase Agreement and the Registration Rights\nAgreement contain customary representations, warranties, conditions and indemnification obligations of the parties. The representations,\nwarranties and covenants contained in such agreements were made only for the purposes of such agreements, were solely for the benefit\nof the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.\n\n \n\nThe Purchase Agreement will automatically terminate\non the earliest to occur of (i) the first day of the month following the 36-month anniversary of the Commencement Date, (ii) the date\non which Roth Principal Investments shall have purchased from the Company under the Purchase Agreement shares of Common Stock for an aggregate\ngross purchase price of $25,000,000, (iii) the date on which the Common Stock shall have failed to be listed or quoted on Nasdaq or another\nU.S. national securities exchange identified as an “eligible market” in the Purchase Agreement for a period of one trading\nday, (iv) the 30th trading day after the date on which a voluntary or involuntary bankruptcy proceeding involving the Company has been\ncommenced that is not discharged or dismissed prior to such 30th trading day, and (v) the date on which a bankruptcy custodian is appointed\nfor all or substantially all of the Company’s property or the Company makes a general assignment for the benefit of its creditors.\n\n \n\nAs consideration for Roth Principal Investments’\ncommitment to purchase shares of Common Stock at the Company’s direction upon the terms and subject to the conditions set forth\nin the Purchase Agreement, the Company agreed to pay to Roth Principal Investments a cash commitment fee of $500,000 (the “Commitment\nFee”), which is equal to 2.0% of Roth Principal Investments’ $25,000,000 total aggregate dollar amount purchase commitment\nunder the Purchase Agreement. The $500,000 Commitment Fee will be paid over time by Roth Principal Investments withholding cash amounts\nequal to 10% of the total aggregate purchase price payable by Roth Principal Investments to the Company in connection with each Purchase\nof shares of Common Stock effected under the Purchase Agreement, until such time as Roth Principal Investments shall have received from\nsuch cash withholdings a total aggregate amount in cash equal to $500,000, representing the entire Commitment Fee payable to Roth Principal\nInvestments pursuant to the Purchase Agreement.\n\n \n\nIn addition, the Company agreed to reimburse Roth\nPrincipal Investments for the reasonable legal fees and disbursements of Roth Principal Investments’ legal counsel in connection\nwith the transactions contemplated by the Purchase Agreement and the Registration Rights Agreement in an amount equal to $100,000, payable\nupon execution of the Purchase Agreement and Registration Rights Agreement. The Company also agreed to reimburse Roth Principal Investments\nup to $7,500 per fiscal quarter for the reasonable legal fees and disbursements of Roth Principal Investments’ legal counsel in\nconnection with quarterly and annual bring-down due diligence investigations and related matters as contemplated by the Purchase Agreement.\n\n \n\nThe Company has the right to terminate the Purchase\nAgreement at any time after Commencement upon 5 trading days’ prior written notice to Roth Principal Investments. The Company will\nnot incur any termination penalty, except that if the Company terminates the Purchase Agreement within 90 days following the effective\ndate of the Registration Statement, the Company will be obligated to pay Roth Principal Investments, in cash within 3 business days of\nsuch termination, the amount, if any, by which $500,000 exceeds the aggregate amount of the Commitment Fee previously withheld by Roth\nPrincipal Investments from the purchase prices paid for shares of Common Stock. The Company’s right to terminate is also subject\nto its having paid all Commitment Fee amounts and legal fee reimbursements then required to be paid to Roth Principal Investments. The\nCompany and Roth Principal Investments may also agree to terminate the Purchase Agreement by mutual written consent, provided that no\ntermination of the Purchase Agreement will be effective during the pendency of any Purchase that has not then fully settled in accordance\nwith the Purchase Agreement. Neither the Company nor Roth Principal Investments may assign or transfer any of their respective rights\nor obligations under the Purchase Agreement or the Registration Rights Agreement, and no provision of the Purchase Agreement or the Registration\nRights Agreement may be modified or waived by the Company or Roth Principal Investments from and after the date that is one trading day\nimmediately preceding the date on which the initial Registration Statement is first filed with the SEC.\n\n \n\nThe Company has engaged Digital Offering, LLC,\na registered broker-dealer and FINRA member (“Digital Offering”), to be the qualified independent underwriter in connection\nwith the offering to be registered under the Registration Statement and, in such capacity, participate in the preparation of the Registration\nStatement and exercise the usual standards of “due diligence” with respect thereto, in order for such offering to be in full\ncompliance with the applicable rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”), including\nFINRA Rule 5121. The Company has agreed to reimburse Roth Principal Investments for the fees and expenses of Digital Offering up to $50,000,\nas consideration for its services in connection with acting as the qualified independent underwriter in the offering to be registered\nunder the Registration Statement. Digital Offering will receive no other compensation for acting as the qualified independent underwriter\nin connection with such offering.\n\n \n\nThe foregoing descriptions of the Purchase Agreement\nand the Registration Rights Agreement are qualified in their entirety by reference to the full text of such agreements, copies of which\nare attached hereto as Exhibit 10.1 and 10.2, respectively, and each of which is incorporated herein in its entirety by reference.\n\n \n\n4"}