Peraso (PRSO) Exercises $2.9M of Warrants

Peraso Inc. (NASDAQ: PRSO) announced today the entry into definitive agreements for the immediate exercise of certain outstanding Series B warrants to purchase up to an aggregate of 2,246,030 shares of common stock, issued by Peraso in February 2024 (the "Existing Warrants"), at a reduced exercise price of $1.30 per share. The shares of common stock issuable upon exercise of the Existing Warrants are registered pursuant to an effective registration statement on Form S-1 (File No. 333-276247).

Ladenburg Thalmann & Co. Inc. is acting as the exclusive placement agent for the offering.

In consideration for the immediate exercise of the Existing Warrants for cash, Peraso will issue new unregistered Series C warrants to purchase up to 2,246,030 shares of common stock (the "Series C Warrants") and new unregistered Series D warrants to purchase up to 2,246,030 shares of common stock (the "Series D Warrants," and collectively with the Series C Warrants, the "New Warrants"). The New Warrants will have an exercise price of $1.61 per share (priced at-the-market under the rules of the Nasdaq Stock Market) and will be exercisable upon issuance. The Series C Warrants will have a term equal to six months from the date of issuance, and the Series D Warrants will have a term equal to five years from the date of issuance. The Series D Warrants will also provide that, subject to certain exceptions, if certain conditions are met over a certain measurement period, then the Company may call for cancellation of all or any portion of the Series D Warrants which are not exercised by holders within 10 trading days following receipt of a call notice from the Company.

In connection with the transaction, Peraso also reduced the exercise price of the Existing Warrants to purchase an aggregate of 1,728,490 shares of common stock for all holders not participating in the transaction to $1.30 per share until November 8, 2024, which is the expiration date of the Existing Warrants.

The gross proceeds to Peraso from the exercise of the Existing Warrants are expected to be approximately $2.9 million, prior to deducting placement agent fees and offering expenses. The Company intends to use the net proceeds for working capital and general corporate purposes.

The New Warrants described above were offered in a private placement pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and, along with the shares of common stock issuable upon exercise, have not been registered under the 1933 Act, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission ("SEC") or an applicable exemption from such registration requirements. Peraso has agreed to file a registration statement with the SEC covering the resale of the shares of common stock issuable upon exercise of the New Warrants.

Additional information regarding the offering will be available in a Form 8-K to be filed with the SEC.

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

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