StockWatch
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Semiconductors
Corporate ActionJul 2, 2026, 05:31 PM

Peraso Registers 31.75M Shares for $25M Committed Equity Facility

AI Summary

Peraso Inc. has filed an S-1 registration statement for the resale of up to 31,750,000 shares of its common stock by Roth Principal Investments, LLC. This is related to a Common Stock Purchase Agreement, dated June 30, 2026, under which Peraso may, at its sole discretion, sell up to $25,000,000 worth of shares to Roth Principal Investments. While Peraso will not receive proceeds from Roth's resale, it may receive up to $25,000,000 from its direct sales to Roth, which will be used for working capital and general corporate purposes. The agreement includes a $500,000 commitment fee paid to Roth and specific pricing mechanisms based on VWAP with discounts.

Key Highlights

  • Peraso registered up to 31,750,000 common shares for resale by Roth Principal Investments.
  • Company may sell up to $25,000,000 in common stock to Roth Principal Investments.
  • Sales to Roth are at Peraso's sole discretion over a 36-month period.
  • Purchase price is VWAP minus 3.0% for Market Open/Intraday Purchases.
  • Purchase price is VWAP minus 6.0% for Pre-Market/Post-Market Purchases.
  • Roth Principal Investments has a 4.99% beneficial ownership limitation.
  • Peraso paid a $500,000 commitment fee to Roth Principal Investments.
  • Nasdaq Exchange Cap limits sales to 3,004,114 shares without shareholder approval.
  • Proceeds from sales to Roth will be used for working capital and general corporate purposes.