Material Agreement, Corporate Action (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On May 2, 2025, Peraso Inc. (the "Company") extended the expiration date of its outstanding Series C warrants (the "Series C Warrants") to 5:00 p.m. (New York City time) on August 4, 2025, by entering into an amendment (the "Amendment") with each holder of the Series C Warrants.

The Series C Warrants to purchase up to an aggregate of 2,246,030 shares of the Company's common stock, par value $0.001 per share, were issued on November 6, 2024 pursuant to the terms of certain inducement offer letter agreements, each dated November 5, 2024, by and between the Company and each holder of the Series C Warrants. The Series C Warrants have an exercise price of $1.61 per share and would otherwise have expired at 5:00 p.m. (New York City time) on May 6, 2025.

The resale of the shares of common stock issuable upon exercise of the Series C Warrants has been registered pursuant to the Company's registration statement on Form S-3 (File No. 333-283573), which was declared effective by the Securities and Exchange Commission on December 10, 2024.

The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the form of Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.03.