As filed with the U.S. Securities and Exchange Commission on ~~December~~July 222, ~~2023~~2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

PERASO INC.

(Exact name of registrant as specified in its charter)

Delaware		3674		77-0291941
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification ~~Number~~No.)

~~2309~~2033 ~~Bering~~Gateway ~~Dr.~~Place, Suite 500

San Jose, California ~~95131~~95110

Tel: (408) 418-7500

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

James Sullivan

Chief Financial Officer

Peraso Inc.

~~2309~~2033 ~~Bering~~Gateway ~~Dr.~~Place, Suite 500

San Jose, California ~~95131~~95110

Tel: (408) 418-7500

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Blake Baron, Esq.		Michael Nertney, Esq.
Mitchell Silberberg & Knupp LLP		Ellenoff Grossman & Schole LLP
437 Madison Ave., 25th Floor		1345 Avenue of the Americas
New York, New York 10022		New York, New York 10105
Tel: (212) 509-3900		Tel: (212) 370-1300

Blake Baron, Esq.

~~Approximate~~Mitchell ~~date~~Silberberg of& ~~commencement~~Knupp ~~of proposed sale to the public: As soon as practicable after this registration statement is declared effective.~~LLP

If437 ~~any~~Madison ofAve., ~~the~~25th ~~securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒~~Floor

New York, New York 10022

Tel: (212) 509-3900

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, ~~as amended,~~ or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. WeThe selling stockholder named in this prospectus may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and wethe ~~are~~selling stockholder named in this prospectus is not soliciting an offer to buy these securities in any ~~state or~~ jurisdiction where the offer or sale is not permitted.

~~SUBJECT TO~~Preliminary ~~COMPLETION,~~Prospectus ~~DATED~~Subject ~~DECEMBER~~To 22Completion Dated July 2, ~~2023~~2026

~~PRELIMINARY~~Up ~~PROSPECTUS~~to 31,750,000 Shares of Common Stock

~~Shares~~This ofprospectus ~~Common~~relates ~~Stock~~to the offer and ~~Accompanying~~sale of up to 31,750,000 shares of our common stock, par value $0.001 per share (“common stock”), of Peraso Inc., a Delaware corporation (the “Company”, “we” or “us”), by Roth Principal Investments, LLC, whom we refer to in this prospectus as “Roth Principal Investments” or the “Selling Stockholder.”

~~Common~~The ~~Warrants~~shares of our common stock to which this prospectus relates may be issued by us to Roth Principal Investments pursuant to a Common Stock Purchase Agreement, dated as of June 30, 2026, we entered into with Roth Principal Investments (the “Purchase Agreement”). Such shares of our common stock consist of up to 31,750,000 shares (the “Purchase Shares”) that we may, in our sole discretion, elect to sell to Roth Principal Investments, from time to time after the date of ~~Common~~this ~~Stock~~prospectus, pursuant to the Purchase Agreement. As of the date of this prospectus, we have not issued any shares of our common stock to Roth Principal Investments under the Purchase Agreement.

orWe are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of our common stock by the Selling Stockholder. However, we may receive up to $25,000,000 aggregate gross proceeds under the Purchase Agreement from sales of our common stock we may elect to make to Roth Principal Investments pursuant to the Purchase Agreement after the date of this prospectus. See “The Committed Equity Facility” for a description of the Purchase Agreement and “Selling Stockholder” for additional information regarding Roth Principal Investments.

~~Pre-Funded~~Roth ~~Warrants~~Principal toInvestments ~~Purchase~~may upsell or otherwise dispose of the common stock described in this prospectus in a number of different ways and at varying prices. See “Plan of Distribution (Conflict of Interest)” for more information about how Roth Principal Investments may sell or otherwise dispose of our common stock pursuant to this prospectus. Roth Principal Investments is an “underwriter” ~~Shares~~within the meaning of ~~Common~~Section ~~Stock~~2(a)(11) ~~and~~of ~~Accompanying~~the Securities Act of 1933, as amended, or the Securities Act.

~~Common~~We ~~Warrants~~will pay the expenses incurred in registering under the Securities Act the offer and sale of the shares of our common stock to ~~Purchase~~which this upprospectus relates by the Selling Stockholder, including legal and accounting fees. We have also engaged Digital Offering, LLC (“Digital Offering”) to act as a “qualified independent underwriter” in this offering and have agreed to pay their fees for such ~~Shares~~services. See “Plan of ~~Common~~Distribution ~~Stock~~(Conflict of Interest)” beginning on page 32.

UpOur ~~to Shares~~shares of ~~Common~~ ~~Stock~~our ~~Issuable~~common ~~Upon~~stock ~~Exercise~~are oflisted on The Nasdaq Capital Market under the ~~Pre-Funded~~symbol ~~Warrants~~“PRSO.” ~~and~~On ~~Common~~June ~~Warrants~~29, 2026, the last reported sale price of our common stock on The Nasdaq Capital Market was $0.83 per share.

Investing in our common stock involves a high degree of risk. You should review carefully the risks and uncertainties described in the section entitled “Risk Factors” beginning on page 10 of this prospectus before buying our common stock.

~~Underwriter~~Neither ~~Warrants~~the toSecurities ~~Purchase~~and upExchange ~~to Shares~~Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of ~~Common~~this ~~Stock~~prospectus. Any representation to the contrary is a criminal offense.

WeThe ~~are~~date ~~offering shares~~ of ~~our common stock, par value $0.001, or common stock, and warrants to purchase up to shares of common stock, or the common warrants, pursuant to~~ this prospectus. ~~The combined public offering price for each share of our common stock, together with a common warrant to purchase one share of common stock,~~ is ~~$ .. Each common warrant will have an exercise price of $ per share~~ , ~~will be exercisable immediately and will expire on the fifth anniversary of the date of issuance~~2026. The shares of our common stock and the common warrants are immediately separable and will be issued separately, but will be purchased together in this offering. This prospectus also relates to the offering of the shares of common stock issuable upon exercise of the common warrants.

We are also offering pre-funded warrants to purchase up to an aggregate of shares of common stock, or the pre-funded warrants, in lieu of shares of common stock to those purchasers whose purchase of shares of common stock in this offering would result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding shares of common stock following the consummation of this offering. A holder of pre-funded warrants will not have the right to exercise any portion of its pre-funded warrants if the holder, together with its affiliates and certain related parties, would beneficially own in excess of 4.99% (or, at the election of the holder, 9.99%) of the number of shares of common stock outstanding immediately after giving effect to such exercise. Each pre-funded warrant is exercisable for one share of our common stock. Each pre-funded warrant is being issued together with the same common warrant described above being issued with each share of common stock. For each pre-funded warrant that we sell, the number of shares of common stock that we are selling will be decreased on a one-for-one basis. The combined public offering price of each pre-funded warrant, together with the accompanying common warrant, is $ . The pre-funded warrants are immediately exercisable and may be exercised at any time until all of the pre-funded warrants are exercised in full. The pre-funded warrants and the common warrants are immediately separable and will be issued separately, but will be purchased together in this offering. In this prospectus, we refer to the common warrants and pre-funded warrants together as the “warrants.” This prospectus also relates to the offering of common stock issuable upon exercise of such warrants. We collectively refer to the shares of common stock and warrants offered hereby and the shares of common stock underlying the warrants as the “securities.”

There is no established public trading market for the warrants, and we do not expect a market to develop. We do not intend to apply for listing of the warrants on any securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity of the warrants will be limited. Our common stock is listed on the Nasdaq Capital Market under the symbol “PRSO.” On , 2024, the last reported sale price of our common stock was $ .. We have assumed a public offering price of $ per share of common stock together with a common warrant to purchase one share of common stock, which represents the last reported sale price of our common stock as reported on the Nasdaq Capital Market on , 2024. The final public offering price will be determined through negotiation between us and the underwriters in the offering and may be at a discount to the current market price. Therefore, the recent market price used throughout this prospectus may not be indicative of the final public offering price. The price of our common stock on the Nasdaq Capital Market during recent periods will only be one of many factors in determining the final public offering price. Other factors to be considered in determining the final public offering price include our history, our prospects, the industry in which we operate, our past and present operating results, the previous experience of our executive officers and directors, the general condition of the securities markets at the time of this offering and discussions between the underwriters and prospective investors.

We are a “smaller reporting company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and the documents incorporated by reference herein and may elect to comply with reduced public company reporting requirements in future filings. See “Prospectus Summary⸺Implications of Being a Smaller Reporting Company.”

Investing in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should consider carefully the risks that we have described beginning on page 7 of this prospectus under the caption “Risk Factors”, and under similar headings in any amendment or supplement to this prospectus or in any other documents incorporated by reference into this prospectus.

Per Share and Accompanying Common Warrant

Per Pre-Funded Warrant and Accompanying Common Warrant

Total

Public offering price

Underwriting discounts and commissions(1)

Proceeds to us, before expenses(2)

(1) We have agreed to reimburse the underwriters for certain expenses and issue the representative of the underwriters warrants to purchase 7% of the number of shares of common stock and pre-funded warrants sold in this offering. See “Underwriting” on page 37 for additional information regarding underwriting compensation.

(2) The above summary of offering proceeds does not give effect to any proceeds from the exercise of the warrants being issued in this offering.

We have granted the underwriters an option for a period of up to 45 days from the date of this prospectus to purchase up additional shares of our common stock at the public offering price of $ per share, and/or common warrants to purchase up to shares of our common stock at the public offering price of $ per common warrant, or any combination thereof, as determined by the underwriters, less underwriting discounts and commissions, in each case solely to cover over-allotments, if any.

Neither the Securities and Exchange Commission (“SEC”) nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the securities against payment in New York, New York on or about , 2024.

Ladenburg Thalmann

The date of this prospectus is , 2024.

TABLE OF CONTENTS

	PAGE
ABOUT THIS PROSPECTUS	ii
PROSPECTUS SUMMARY	1
RISK FACTORS	7
THE OFFERING	7
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS	24
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	9
USE OF PROCEEDS	25
RISK FACTORS	10
DIVIDEND POLICY	25
THE COMMITTED EQUITY FACILITY	15
CAPITALIZATION	26
USE OF PROCEEDS	27
DILUTION	27
DIVIDEND POLICY	27
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	28
DETERMINATION OF OFFERING PRICE	27
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	29
DESCRIPTION OF CAPITAL STOCK	28
DESCRIPTION OF CAPITAL STOCK	30
SELLING STOCKHOLDER	31
DESCRIPTION OF THE SECURITIES WE ARE OFFERING	37
PLAN OF DISTRIBUTION (CONFLICT OF INTEREST)	32
UNDERWRITING	38
LEGAL MATTERS	35
LEGAL MATTERS	41
EXPERTS	35
EXPERTS	41
WHERE YOU CAN FIND MORE INFORMATION	35
WHERE YOU CAN FIND MORE INFORMATION	41
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	36
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE	42

Neither we nor the Selling Stockholder have authorized anyone to provide you with information other than that contained in this prospectus or any free writing prospectus prepared by or on behalf of us or to which we have referred you. We and the Selling Stockholder take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The Selling Stockholder is offering to sell, and seeking offers to buy, the securities only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date on the front cover page of this prospectus, or other earlier date stated in this prospectus, regardless of the time of delivery of this prospectus or of any sale of our securities.

No action is being taken in any jurisdiction outside the United States to permit a public offering of our securities or possession or distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus applicable to that jurisdiction.

ABOUT THIS PROSPECTUS

~~The~~Neither ~~registration~~we ~~statement~~nor wethe ~~filed~~Selling ~~with~~Stockholder ~~the~~have ~~Securities~~authorized ~~and~~anyone ~~Exchange~~to ~~Commission,~~provide oryou ~~the~~with ~~SEC,~~any ~~includes~~information ~~exhibits~~or ~~that~~to ~~provide~~make ~~more~~any ~~detail~~representations ~~of the~~other ~~matters~~than ~~discussed~~that contained in this prospectus. ~~You~~or ~~should~~any ~~read~~accompanying ~~this~~prospectus supplement or free writing prospectus, ~~the~~we ~~related~~may ~~exhibits~~authorize ~~filed~~to ~~with~~be ~~the~~delivered ~~SEC~~or made available to you. We take no responsibility for, and can provide no assurance as to the ~~documents incorporated~~reliability byof, ~~reference~~any ~~herein~~other ~~before~~information ~~making~~that others ~~your~~may ~~investment~~give ~~decision~~you. ~~You~~The ~~should~~Selling ~~rely~~Stockholder ~~only~~is onoffering ~~the~~to ~~information~~sell ~~provided~~these securities and seeking offers to buy these securities only in jurisdictions where offers and sales are permitted. This prospectus and any accompanying supplement to this prospectus do not constitute ~~and~~an offer to sell or the ~~documents~~solicitation ~~incorporated~~of byan ~~reference~~offer ~~herein~~to orbuy any ~~amendment~~securities ~~thereto~~other than those being offered in this registered transaction.

You should not assume that the information contained in this prospectus or any ~~related~~prospectus supplement or free writing prospectus is accurate as onof any date ~~subsequent to~~other than the date ~~set forth~~ on the front cover of ~~the~~those ~~document~~documents, or that ~~any~~the information wecontained ~~have~~in ~~incorporated~~any document incorporated by reference ~~herein~~is oraccurate ~~therein~~as isof ~~correct on~~ any date ~~subsequent~~other tothan the date of the document incorporated by reference, ~~even~~regardless ~~though~~of ~~this~~the ~~prospectus~~time orof ~~any related free writing~~delivery ~~prospectus~~of isthis ~~delivered, or securities are sold, on a later date. This~~ prospectus ~~contains~~ or ~~incorporates~~any bysale ~~reference summaries~~ of ~~certain~~ ~~provisions~~our ~~contained~~shares ~~in some~~ of ~~the~~common ~~documents~~stock. ~~described~~Our ~~herein~~business, ~~but~~financial ~~reference~~condition, isresults ~~made to the actual documents for complete information. All~~ of ~~the~~operations ~~summaries~~and ~~are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have~~prospects ~~been~~may ~~or will be filed or~~ have ~~been~~changed orsince ~~will be incorporated by reference as exhibits to the registration statement of which this prospectus forms a part, and you may obtain copies of~~ those ~~documents as described in this prospectus under the heading “Where You Can Find More Information~~dates.”

~~You~~This ~~should~~prospectus ~~rely~~relates ~~only~~to on the ~~information~~resale ~~that~~of weour ~~have~~shares ~~included~~of orcommon ~~incorporated~~stock by ~~reference~~the inSelling ~~this~~Stockholder. ~~prospectus~~We ~~and~~are not selling any ~~related~~securities ~~free~~under ~~writing~~this prospectus ~~that~~and wewill ~~may~~not ~~authorize~~receive toany beof ~~provided~~the toproceeds ~~you.~~from Wethe ~~have~~sale ~~not,~~of ~~and~~our ~~the~~shares ~~underwriters~~of ~~have~~common ~~not,~~stock ~~authorized~~by ~~anyone~~the toSelling ~~give~~Stockholder, ~~any information~~although orwe towill ~~make~~receive ~~any~~proceeds ~~representation~~from ~~other~~sales ~~than~~of ~~those~~our ~~contained~~shares orof ~~incorporated~~common bystock ~~reference~~to inRoth ~~this~~Principal ~~prospectus~~Investments ~~or any related free writing prospectus~~ that we may ~~authorize~~make topursuant ~~be provided~~ to ~~you.~~the ~~You must not rely upon any information or representation not contained or incorporated~~Purchase byAgreement, ~~reference~~as described in this prospectus. orBefore buying any ~~related~~of ~~free~~our ~~writing~~shares ~~prospectus.~~of ~~This~~common ~~prospectus~~stock, ~~and~~you ~~any~~should ~~related~~carefully ~~free~~read ~~writing~~this prospectus ~~do not~~, ~~constitute~~any ansupplement ~~offer~~ to ~~sell~~this orprospectus, the ~~solicitation~~information ofand andocuments ~~offer~~incorporated toherein ~~buy~~by ~~any~~reference ~~securities~~and ~~other than~~ the ~~registered~~additional ~~securities~~information ~~to which they~~under ~~relate,~~the ~~nor~~heading do“Where ~~this~~You ~~prospectus~~Can orFind ~~any~~More ~~related~~Information” ~~free~~and ~~writing~~“Incorporation ~~prospectus~~of ~~constitute~~Certain anInformation ~~offer~~by toReference.” ~~sell or the solicitation of an offer to~~These ~~buy~~documents ~~securities~~contain inimportant ~~any~~information ~~jurisdiction~~that toyou ~~any~~should ~~person~~consider towhen ~~whom~~making ityour isinvestment ~~unlawful to make such offer or solicitation in such jurisdiction~~decision.

InFor ~~addition,~~investors ~~while~~outside wethe ~~believe~~United States: We have not, and the ~~industry~~Selling Stockholder has not, ~~market~~done ~~and~~anything ~~competitive~~that ~~position~~would ~~data~~permit ~~included~~this inoffering, or possession or distribution of this prospectus, ~~including~~in ~~the~~any ~~information incorporated~~jurisdiction bywhere ~~reference~~action ~~herein~~for that purpose is ~~reliable~~required, ~~and~~other ~~based~~than onin ~~reasonable~~the ~~assumptions,~~United States. ~~such~~Persons ~~data~~outside ~~involve~~the ~~risks~~United ~~and~~States ~~uncertainties~~who ~~and~~come ~~are~~into ~~subject to~~possession ~~change~~of ~~based~~this onprospectus ~~various~~must ~~factors.~~inform ~~These~~themselves ~~factors~~about, ~~could~~and ~~cause~~observe ~~results~~any restrictions relating to, ~~differ~~the ~~materially~~offering ~~from~~of ~~those~~the ~~expressed~~securities inand the ~~estimates~~distribution ~~made by~~of ~~the~~this ~~independent~~prospectus ~~parties~~outside orof bythe usUnited States.

Unless expressly indicated or the context ~~otherwise~~ requires otherwise, ~~references to~~ “Peraso,” the “weCompany,” “~~our~~we,” “us” or ~~the~~ “~~Company~~our” in ~~this~~refer ~~prospectus~~to ~~mean~~ Peraso Inc., a Delaware corporation, and, ~~its~~where ~~consolidated~~appropriate, its subsidiaries.

On January 2, 2024, we effected a reverse stock split of our outstanding common stock at a ratio of 1-for-40, for the purpose of complying with Nasdaq Listing Rule 5550(a)(2). All share and per share amounts in this prospectus have been adjusted to reflect the reverse stock split, unless otherwise indicated.

PROSPECTUS SUMMARY

~~The~~This ~~following~~ summary highlights selected information ~~contained~~from ~~elsewhere in~~ this prospectus and does not contain all of the information that ~~you should~~may ~~consider~~be important to you in making ~~your~~an investment decision. ~~Before~~This ~~investing~~summary inis ~~our~~qualified ~~securities,~~in ~~you~~its ~~should~~entirety ~~read~~by ~~this entire prospectus carefully, including~~ the ~~section~~more ~~entitled~~detailed ~~“Risk~~information ~~Factors”~~ included elsewhere in this prospectus,. ~~and~~Before ~~the~~making ~~documents~~your ~~incorporated~~investment bydecision ~~reference herein,~~with ~~including~~respect ~~the~~to ~~sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and~~ our ~~financial~~securities, ~~statements~~you ~~and~~should ~~the~~carefully ~~related~~read ~~notes~~this ~~thereto,~~entire ~~in the documents incorporated~~prospectus, byincluding ~~reference herein. Some of~~ the ~~statements~~information in ~~this~~our ~~prospectus~~filings ~~and~~with in the ~~documents incorporated by reference herein, constitute forward-looking statements~~SEC. ~~See “Cautionary Note Regarding Forward-Looking Statements.”~~

Overview

~~Peraso~~We isare a ~~pioneer~~fabless insemiconductor ~~high-performance~~company ~~60GHz~~focused ~~unlicensed~~on the development and 5Gsale ~~mmWave~~of: ~~wireless~~i) ~~technology,~~millimeter ~~offering~~wavelength ~~integrated~~wireless ~~circuits~~technology, or ~~ICs~~mmWave, semiconductor devices and antenna modules based on our proprietary semiconductor devices and ii) performance of non-recurring engineering, ~~software~~or NRE, services and licensing of intellectual property, or IP. WeOur ~~support~~primary afocus ~~variety~~is the development of ~~applications,~~mmWave ~~including~~technology ~~fixed~~for wireless communications. ~~access~~mmWave is generally described as the frequency band from 24 Gigahertz, ~~immersive~~or ~~video~~GHz, ~~and~~to ~~factory~~300 ~~automation~~GHz. WeOur ~~specialize~~mmWave products, which primarily operate in the ~~development~~spectrum from 24 GHz to 71 GHz, enable a range of ~~mmWave~~applications ~~semiconductors~~including: multi-gigabit point-to-point, ~~primarily~~or PtP, wireless links with a range of up to 25 kilometers and operating in the ~~unlicensed~~60 GHz frequency band; multi-gigabit point-to-multi-point, or PtMP, links in the 60 GHz ~~spectrum~~frequency band ~~for~~used ~~802.11ad/ay~~to ~~compliant~~provide ~~devices~~fixed ~~and~~wireless access, or FWA, services; FWA in the ~~28/39~~5G operating bands from 24 GHz ~~spectrum~~to ~~bands~~43 GHz to provide multi-gigabit capability and low latency connections; military communications; and consumer applications, such as high performance wireless video streaming and untethered augmented reality and virtual reality. We also had a line of memory-denominated integrated circuits, or ICs, for 5Ghigh-~~compliant~~speed ~~devices~~cloud networking, communications, security appliance, video, monitor and test, data center and computing markets that delivered time-to-market, performance, power, area and economic benefits for system original equipment manufacturers, or OEMs. We ~~derive~~initiated ~~our~~an ~~revenue~~end-of-life ~~from~~of ~~selling~~these ~~semiconductor~~products ~~devices~~in 2023, asand ~~well~~substantially asfulfilled ~~antenna~~all ~~modules~~outstanding EOL orders of our memory ~~based~~IC onproducts ~~using~~as ~~those~~of ~~mmWave~~March ~~semiconductor~~31, ~~devices~~2025.

~~Our products~~The ~~enable a range of applications including: multi-gigabit point-to-point, or PtP, wireless links with a range of up to 25~~Committed ~~kilometers~~Equity and operating in the 60GHz frequency band; multi-gigabit point-to-multi-point, or PtMP, links in the 60GHz frequency band use to provide fixed wireless access, or FWA, services; FWA in the 5G operating bands from 24GHz to 43GHz to provide multi-gigabit capability and low latency connections; and consumer applications, such as wireless video streaming and untethered augmented reality and virtual reality. We believe that networking, wireless and wired communication and security appliance systems can have a product life from a few years to over 10 years once a product like ours has been designed into the system.Facility

~~mmWave~~On isJune 30, 2026, we entered into the Purchase Agreement and a ~~very~~related ~~high~~registration ~~frequency~~rights ~~band~~agreement, ~~typically~~dated ~~from~~as ~~24GHz~~of toJune ~~300~~30, 2026 ~~GHz~~(the “Registration Rights Agreement”), with Roth Principal Investments. ItUpon isthe ~~part~~terms and subject to the satisfaction of the ~~radio~~conditions ~~wave~~contained ~~spectrum~~in ~~that~~the isPurchase ~~used~~Agreement, ~~specifically~~we ~~for data~~have ~~transmission~~the right, in 5Gour ~~networks.~~sole ~~The~~discretion, ~~wide~~to ~~bandwidth~~sell isto ~~very~~Roth ~~attractive~~Principal ~~for~~Investments up ~~ultrahigh~~to ~~speed~~$25,000,000 ~~wireless~~of ~~and~~shares ~~satellite~~of ~~communications. mmWaves~~our ~~can~~common ~~carry~~stock ~~more~~(subject ~~data~~to certain limitations contained in the Purchase Agreement) (the “Commitment Amount”), ~~transmit~~from ~~data~~time ~~much~~to ~~more~~time ~~quickly~~after the date of this prospectus and ~~are~~during ~~less~~the ~~likely~~term toof bethe ~~blocked~~Purchase byAgreement ~~obstacles~~through ~~than~~one ~~traditional~~or more ~~cellular~~Market ~~frequencies.~~Open InPurchases, ~~addition~~Intraday Purchases, wePre-Market ~~believe~~Purchases ~~mmWave~~and/or isPost-Market aPurchases ~~much~~on ~~cheaper~~any ~~alternative~~Purchase toDate ~~installing~~(each ~~fiber~~term ~~and~~as ~~allows~~defined below). ~~FWA~~Sales ~~carriers~~of ~~a competitive~~our ~~advantage~~common ~~against~~stock ~~other~~pursuant ~~access~~to ~~technologies~~the Purchase Agreement, ~~such~~and asthe ~~cable~~timing ~~broadband.~~of ~~The~~any ~~challenges~~sales, ~~faced~~are bysolely ~~mmWave~~at ~~include~~our ~~the~~option, and we are ~~requirement~~under ofno ~~line-of-sight~~obligation ~~communication,~~to ~~making~~sell itany ~~not~~securities ~~suitable~~to ~~for~~Roth ~~long-distance~~Principal ~~communication~~Investments under the Purchase Agreement. ~~The~~In ~~signals~~accordance ~~typically~~with doour ~~not~~obligations ~~travel~~under asthe ~~far~~Registration asRights ~~traditional~~Agreement, ~~wireless~~we ~~signals.~~have ~~Mitigation~~filed ~~strategies~~the ~~must~~registration bestatement ~~deployed,~~that ~~particularly~~includes this prospectus with ~~regards~~the SEC to register under the ~~management of~~Securities ~~signal~~Act, ~~propagation.~~the ~~Whereas~~offer ~~traditional~~and ~~wireless~~resale ~~devices~~by ~~utilize~~Roth aPrincipal ~~broad,~~Investments ~~omni-antenna~~of ~~pattern~~up to 31,750,000 ~~mmWave~~Purchase ~~systems~~Shares ~~rely~~that onwe ~~phased~~may, in our ~~array~~sole ~~technology~~discretion, ~~which~~elect ~~focuses~~to ~~the~~sell ~~radio~~to ~~signal~~Roth ~~into~~Principal aInvestments, ~~narrow~~from ~~beam~~time to ~~improve~~time ~~propagation~~from ~~characteristics~~and after the Commencement Date (defined below) pursuant to the Purchase Agreement.

WeUpon ~~have~~the ~~pioneered~~initial asatisfaction ~~high-volume~~of ~~mmWave~~each ~~production~~of ~~test~~the ~~methodology~~conditions ~~using~~to ~~standard~~Roth ~~low~~Principal ~~cost~~Investments’ ~~production~~purchase ~~test~~obligations ~~equipment.~~set Itforth ~~has~~in ~~taken~~the ~~us several~~Purchase ~~years~~Agreement to(the ~~refine~~initial ~~performance~~satisfaction of ~~this~~all ~~production~~of ~~test~~such ~~methodology~~conditions, ~~and~~the we“Commencement”), ~~believe~~none of which are within Roth Principal Investments’ control, including that the registration statement that includes this ~~places~~prospectus usshall inhave been declared effective by the SEC, we have the right, but not the obligation, from time to time at our sole discretion for a ~~leadership~~period ~~position~~of inup ~~addressing~~to 36 months (unless ~~operational~~the ~~challenges~~Purchase ofAgreement ~~delivering~~is ~~mmWave~~earlier ~~products~~terminated), ~~into~~beginning ~~high-volume~~on ~~markets.~~the Wedate ~~produce~~on ~~and~~which ~~sell~~the ~~complete~~Commencement ~~mmWave~~occurs ~~antenna~~(such ~~modules.~~date, ~~The~~the “Commencement ~~primary~~Date” ~~advantage~~and ~~provided~~such byperiod, ~~our~~the ~~antenna~~“Commitment ~~modules~~Period”), isto ~~that~~direct Roth Principal Investments to purchase a specified number of shares of our ~~proprietary~~common ~~mmWave~~stock ~~ICs~~(each, ~~and~~a “Market Open Purchase”), not to exceed the ~~antenna~~lesser ~~are~~of ~~integrated~~(such ~~into~~lesser number of shares, the “Maximum Market Open Purchase Amount”): (i) 2,000,000 shares of our common stock and (ii) up to a ~~single~~certain ~~device~~percentage (not to exceed 25.0%), which we will specify in the applicable Market Open Purchase Notice (as defined below) for such Market Open Purchase A(such ~~differentiating~~specified ~~characteristic~~percentage, the “Market Open Purchase Percentage”), of ~~mmWave~~the ~~technology~~total isaggregate ~~that~~number (or volume) of shares of our common stock traded on Nasdaq during the ~~radio~~applicable ~~frequency~~Market ~~amplifiers~~Open ~~must~~Purchase beValuation Period (as ~~close~~defined below) for such Market Open Purchase (such specified number of shares to be purchased by Roth Principal Investments, adjusted as ~~possible~~necessary to give effect to the applicable ~~antenna~~Maximum Market Open Purchase Amount as set forth in the Purchase Agreement, the “Market Open Purchase Share Amount”), by timely delivering written notice of such Market Open Purchase to ~~minimize~~Roth ~~loss~~Principal Investments (each, a “Market Open Purchase Notice”) after 7:30 a.m., ~~With~~Eastern time, and prior to 9:00 a.m., Eastern time, on any trading day (each, a “Purchase Date”), so long as (a) the closing sale price of our ~~module~~common westock ~~can~~on ~~guarantee~~Nasdaq on the ~~performance~~trading day immediately prior to such Purchase Date is not less than a threshold price of $0.50 (the ~~amplifier/antenna~~“Threshold ~~interface~~Price”), and ~~simplify~~(b) ~~customer’s~~all ~~radio~~shares of common stock subject to all prior Market Open Purchases ~~frequency,~~effected by us under the Purchase Agreement on or ~~RF,~~before ~~engineering,~~the ~~facilitating~~trading ~~more~~day ~~opportunities~~immediately ~~for~~preceding ~~new~~such ~~companies~~Purchase ~~that~~Date have ~~not~~been ~~provided~~timely ~~RF-type~~received by ~~systems,~~Roth asPrincipal ~~well~~Investments ason ~~shortening~~ the ~~time~~applicable toPurchase ~~market~~Share Delivery Dates for ~~new~~such ~~products~~prior Purchases in accordance with the Purchase Agreement. Each notice provided by us to Roth Principal Investments relating to the sale of Purchase Shares is defined herein as a “Purchase Notice”.

We also acquired a memory product line marketed under the Accelerator Engine name. This memory product line comprises our Bandwidth Engine products, which integrate our proprietary, 1T-SRAM high-density embedded memory and a highly-efficient serial interface protocol resulting in a monolithic memory IC solution optimized for memory bandwidth and transaction access performance. Taiwan Semiconductor Manufacturing Corporation, or TSMC, is the sole foundry that manufactures the wafers used to produce our memory IC products.

WeThe ~~incurred~~per ~~net~~share ~~losses~~purchase ofprice ~~approximately~~that ~~$7.9~~Roth ~~million~~Principal Investments is required to pay for shares of our common stock in a Market Open Purchase effected by us pursuant to the ~~nine~~Purchase ~~months~~Agreement, ~~ended~~if ~~September~~any, 30will be determined by reference to the volume weighted average price of our common stock (the “VWAP”), ~~2023~~calculated ~~and~~in ~~$32.4~~accordance ~~million~~with the Purchase Agreement, for the ~~year~~period ~~ended~~(the ~~December~~“Market Open Purchase ~~31,~~Valuation ~~2022~~Period”) beginning at the official open (or “commencement”) of the regular trading session on Nasdaq on the applicable Purchase Date for such Purchase, and weending ~~had~~at anthe ~~accumulated~~earliest ~~deficit~~to occur of ~~approximately~~(i) ~~$157~~3:59 p.5m., ~~million~~Eastern time, on such Purchase Date or such earlier time publicly announced by the trading market as the official close of ~~September~~the 30primary trading session on such Purchase Date, (ii) ~~2023.~~such ~~These~~time ~~and~~that ~~prior~~the ~~year~~total ~~losses~~aggregate ~~have~~number (or volume) of shares of our common stock traded on Nasdaq during such Market Open Purchase ~~resulted~~Valuation Period (calculated in ~~significant~~accordance ~~negative~~with ~~cash~~the ~~flows~~Purchase Agreement) reaches the applicable share volume maximum amount for ~~almost~~such Market Open Purchase (the “Market Open Purchase Volume Maximum”), calculated by dividing (a) ~~decade~~the ~~and~~applicable ~~have~~Market ~~necessitated~~Open ~~that~~Purchase Share Amount for such Market Open Purchase, by (b) the Market Open Purchase Percentage we ~~raise~~specified ~~substantial~~in ~~amounts~~the ofapplicable ~~additional~~Market Open Purchase ~~capital~~Notice ~~during~~for ~~this~~such ~~period.~~Market ~~This~~Open ~~raises~~Purchase, ~~significant~~and ~~doubt~~(iii) ~~about~~if ~~our~~we ~~ability~~further tospecify ~~continue~~in asthe applicable Market Open Purchase Notice for such Market Open Purchase that a ~~going~~“limit ~~concern,~~order ~~which~~discontinue ~~was~~election” ~~also~~(a ~~expressed~~“Limit Order Discontinue Election”) shall apply to such byMarket Open Purchase, such time that the ~~Company’s~~trading ~~independent~~price ~~registered~~of ~~public~~our ~~accounting~~common ~~firm~~stock on Nasdaq during such Market Open Purchase Valuation Period (calculated in ~~its~~accordance ~~report~~with onthe Purchase Agreement) falls below the ~~Company’s~~applicable ~~consolidated~~minimum ~~financial~~price ~~statements~~ threshold for such Market Open Purchase specified by us in the ~~year~~Market ~~ended~~Open ~~December~~Purchase 31Notice for such Market Open Purchase, ~~2022.~~or Weif ~~will~~we ~~need~~do not specify a minimum price threshold in such Market Open Purchase Notice, a price equal to ~~increase~~75.0% ~~revenues~~of ~~substantially~~the ~~beyond~~closing ~~levels~~sale ~~that~~price weof ~~have~~our ~~attained~~common instock on the ~~past in~~trading ~~order~~day immediately prior to ~~generate~~the ~~sustainable~~applicable ~~operating~~Purchase ~~profit~~Date ~~and~~for ~~sufficient~~such ~~cash~~purchase ~~flows~~(the to“VWAP ~~continue~~Minimum ~~doing~~Price ~~business~~Threshold”), ~~without~~less ~~raising~~a ~~additional~~fixed ~~capital~~3.0% discount ~~from~~to ~~time~~the toVWAP ~~time~~for such Market Open Purchase Valuation Period (calculated in accordance with the Purchase Agreement).

WeUnder ~~were~~the ~~formerly~~Purchase ~~known as MoSys~~Agreement, ~~Inc.~~for ~~(MoSys)~~purposes ~~and~~of ~~were~~calculating ~~incorporated~~the involume ~~California~~of inshares ~~1991~~of ~~and~~common ~~reincorporated~~stock intraded ~~2000~~during ina ~~Delaware.~~Market OnOpen ~~September~~Purchase Valuation 14Period, ~~2021,~~as wewell ~~and~~as ~~our~~the ~~subsidiaries,~~VWAP ~~2864552~~for ~~Ontario~~a ~~Inc.~~Market ~~and~~Open ~~2864555~~Purchase ~~Ontario~~Valuation ~~Inc.~~Period, ~~entered~~the ~~into~~following antransactions, ~~Arrangement~~to ~~Agreement (~~the ~~Arrangement Agreement)~~extent ~~with~~they ~~Peraso~~occur ~~Technologies~~during such ~~Inc.~~Market ~~(Peraso~~Open ~~Tech)~~Purchase Valuation Period, ashall ~~corporation~~be ~~existing~~excluded: ~~under~~(x) the ~~laws~~opening ofor ~~the~~first ~~province~~purchase of ~~Ontario,~~common tostock ~~acquire all~~at ofor following the official ~~issued~~open ~~and~~of ~~outstanding~~the ~~common~~regular ~~shares~~trading ofsession ~~Peraso~~on ~~Tech~~Nasdaq (on the ~~Peraso~~applicable ~~Shares),~~Purchase ~~including~~Date ~~those~~for ~~Peraso~~such ~~Shares~~Market toOpen bePurchase, ~~issued~~(y) ~~in connection with~~ the ~~conversion~~last or closing ~~exchange~~sale of ~~secured~~common ~~convertible~~stock ~~debentures~~at ~~and~~or ~~common~~prior ~~share~~to ~~purchase~~the ~~warrants~~official close of ~~Peraso~~the ~~Tech,~~regular astrading session on Nasdaq on the applicable, byPurchase Date ~~way~~for ofsuch aMarket ~~statutory~~Open ~~plan~~Purchase, ofand ~~arrangement~~ (~~the Arrangement~~z) ~~under~~if we have specified in the ~~Business~~applicable ~~Corporations~~Market ~~Act~~Open ~~(Ontario).~~Purchase OnNotice ~~December~~for ~~17,~~such ~~2021,~~Market ~~following~~Open Purchase ~~the~~that ~~satisfaction~~a of“limit ~~the~~order ~~closing~~continue ~~conditions~~election” ~~set~~(a ~~forth~~“Limit inOrder ~~the~~Continue ~~Arrangement Agreement~~Election”), ~~the~~rather ~~Arrangement~~than ~~was~~a ~~completed~~Limit ~~and~~Order weDiscontinue Election, ~~changed~~shall ~~our~~apply ~~name~~ to ~~“Peraso~~such ~~Inc.”~~Market Open Purchase, all purchases and ~~began~~sales ~~trading~~of common stock on Nasdaq ~~under~~during such Market Open Purchase Valuation Period at a price per share that is less than the ~~symbol~~applicable ~~“PRSO~~VWAP Minimum Price Threshold for such Market Open Purchase.”

~~Recent~~From ~~Developments~~and after the Commencement Date, in addition to Market Open Purchases described above, we will also have the right, but not the obligation, subject to the continued satisfaction of the conditions set forth in the Purchase Agreement, to direct Roth Principal Investments to purchase, on any trading day that would qualify as a Purchase Date, whether or not a Market Open Purchase is effected on such Purchase Date, a specified number of shares of common stock (each, an “Intraday Purchase”), not to exceed the lesser of (such lesser number of shares, the “Intraday Purchase Maximum Amount”): (i) 2,000,000 shares of common stock and (ii) up to a certain percentage (not to exceed 25.0%), which we will specify in the applicable Intraday Purchase Notice (as defined below) for such Intraday Purchase (such specified percentage, the “Intraday Purchase Percentage”), of the total aggregate volume of shares of our common stock traded on Nasdaq during the applicable “Intraday Purchase Valuation Period” (determined in a similar manner as the Market Open Purchase Valuation Periods for a Market Open Purchase) for such Intraday Purchase (such specified number of shares to be purchased by Roth Principal Investments, adjusted to the extent necessary to give effect to the applicable Intraday Purchase Maximum Amount as set forth in the Purchase Agreement, the “Intraday Purchase Share Amount”), by the delivery to Roth Principal Investments of an irrevocable written purchase notice for such Intraday Purchase, after 10:00 a.m., Eastern time (and after the Market Open Purchase Valuation Period for any earlier Market Open Purchase and the Intraday Purchase Valuation Period for the most recent prior Intraday Purchase effected on the same Purchase Date as such applicable Intraday Purchase, if applicable, have ended), and prior to 2:00 p.m., Eastern time, on such Purchase Date (each, an “Intraday Purchase Notice”), so long as (i) the closing sale price of our common stock on Nasdaq on the trading day immediately prior to such Purchase Date is not less than the Threshold Price and (ii) all shares of our common stock subject to all prior Purchases effected by us under the Purchase Agreement on or before the trading day immediately preceding such Purchase Date have been timely received by Roth Principal Investments on the applicable Purchase Share Delivery Dates for such prior Purchases in accordance with the Purchase Agreement.

Memory IC Product End-of-Life

Taiwan Semiconductor Manufacturing Corporation, or TSMC, is the sole foundry that manufactures the wafers used to produce our memory IC products. TSMC recently informed us that it would be discontinuing the foundry process used to produce wafers, in turn, necessary to manufacture our memory ICs. As a result, we have informed our customers that we are initiating an end-of-life, or EOL, of our memory IC products. We have notified our customers to provide purchase orders by December 22, 2023, and we commenced initial EOL shipments during the quarter ended September 30, 2023. We have requested customers to pay a deposit upon purchase order placement to reserve supply and provide funding for our required inventory purchases. In addition, we have requested customers to accelerate payments to improve our cash flows. Under our EOL plan, we expect shipments of our memory products to continue until at least December 31, 2024. However, the timing of EOL shipments will be dependent on receipt of purchase orders from customers, deliveries from our suppliers, and the delivery schedules requested by our customers. As of September 26, 2023, the Company has received purchase orders totaling $11.3 million.

Cost-Cutting Measures

In February 2023, we implemented a reduction in our workforce and eliminated 5 positions to help us achieve a more cost-efficient organization. In November 2023, we further reduced our workforce by eliminating 3 positions, which included one employee and two consultants, and we initiated a temporary lay-off in Canada of 16 positions, all intended to preserve cash to keep capital expenditures to minimum levels in order to reduce operating costs and our short-term cash needs.

Exploring Strategic Alternatives

In August 2023, we engaged an investment bank to assist with the exploration of strategic alternatives, including a merger, sale of assets or other similar transaction, with the intention to maximize stockholder value and further our business operations. There can be no assurance that the exploration process will result in any strategic alternative, or as to its outcome or timing. We have neither set a timetable for completion of this process, nor have we made any decisions related to strategic alternatives at this time. If a strategic process is unsuccessful and we are unable to raise additional capital, we may be unable to continue our operations at planned levels and be forced to further reduce or terminate our operations. These factors raise substantial doubt about our ability to continue as a going concern.

~~Summary~~The per share purchase price for the shares of ~~Risk~~our ~~Factors~~common stock that we elect to sell to Roth Principal Investments in an Intraday Purchase pursuant to the Purchase Agreement, if 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 applicable VWAP used to calculate the per share purchase price for a Market Open Purchase, as described above), provided that the VWAP for each Intraday Purchase effected on a Purchase Date will be calculated over different Intraday Purchase Valuation Periods during the regular trading session on Nasdaq on such Purchase Date, each of which will commence and end at different times on such Purchase Date.

~~Our~~From ~~business~~and after the Commencement Date, in addition to Market Open Purchases and ~~this~~Intraday ~~offering~~Purchases ~~are~~described above, we will also have the right, but not the obligation, subject to ~~numerous~~the ~~risks~~continued ~~and~~satisfaction ~~uncertainties~~of the conditions set forth in the Purchase Agreement, ~~discussed~~to direct Roth Principal Investments to purchase shares of common stock in one or more ~~detail~~Pre-Market Purchases and Post-Market Purchases (each as defined below), on any trading day that would qualify as a Purchase Date. The maximum number of shares in any Pre-Market Purchase or Post-Market Purchase may not exceed the ~~following~~lesser ~~section~~of 1,000,000 shares and up to a certain percentage (not to exceed 20.0%) ~~These~~of the total aggregate volume of shares ~~risks~~traded ~~include,~~during ~~among~~the ~~others,~~applicable valuation period. The per share purchase price for shares purchased in Pre-Market Purchases and Post-Market Purchases will be determined by reference to the ~~following~~VWAP ~~key~~during ~~risks:~~the applicable valuation period, less a fixed 6.0% discount to such VWAP.

●There is Weno ~~might~~upper ~~not~~limit on the price per share that Roth Principal Investments could be ~~able~~obligated to ~~continue~~pay asfor the shares of our common stock we may elect to sell to it in any Market Open Purchase, any Intraday Purchase, any Pre-Market Purchase or any Post-Market Purchase under the Purchase Agreement. In the case of Market Open Purchases, Intraday Purchases, Pre-Market Purchases and Post-Market Purchases effected by us under the Purchase Agreement, if any, all share and dollar amounts used in determining the purchase price per share of our common stock to be purchased by Roth Principal Investments in a ~~going~~Market ~~concern~~Open Purchase, an Intraday Purchase, a Pre-Market Purchase or a Post-Market Purchase (as applicable), or in determining the applicable maximum purchase share amounts or applicable volume or price threshold amounts in connection with any such Purchase (as applicable), in each case, will be equitably adjusted as set forth in the Purchase Agreement for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction occurring during any period used to calculate such per share purchase price, maximum purchase share amounts or applicable volume or minimum price thresholds.

● We will ~~intend~~control the timing and amount of any sales of our common stock to ~~discontinue~~Roth Principal Investments that we may elect, in our sole discretion, to effect from time to time from and after the ~~production~~Commencement Date and during the term of the Purchase Agreement. Actual sales of shares of our ~~memory~~common ~~products~~stock to Roth Principal Investments under the Purchase Agreement will depend on a variety of factors to be determined by us from time to time, including, among other things, market conditions, the trading price of our common stock and determinations by us as to the appropriate sources of funding for our company’s business and operations. The Company has no obligation to sell any shares to Roth Principal Investments, and Roth Principal Investments is obligated to purchase shares only as directed by the Company and subject to the terms and conditions of the Purchase Agreement.

● Our gross profit may fluctuate due to a variety of factors, which could negatively impact our results of operations and our financial condition.

● Our ongoing exploration of strategic alternatives may not result in entering into or completing transactions, when necessary, and the process of reviewing such strategic alternatives or their conclusion could adversely affect our stock price.

● We have a history of losses, and we will need to raise additional capital.

● Our failure to generate the significant capital necessary or raise additional capital to expand our operations and invest in new products could reduce our ability to compete and could harm our business.

● Our failure to successfully market our products could seriously harm our ability to execute our business strategy and may force us to curtail our research and development plans or existing operations.

● Purchasers of common stock in this offering will experience immediate and substantial dilution in the net tangible book value of their investment. You may experience further dilution upon the exercise of outstanding stock options and warrants, or the conversion or exchange of other securities.

● A substantial number of shares of common stock may be sold in the market following this offering, which may depress the market price for our common stock.

● There may be future sales of our common stock, which could adversely affect the market price of our common stock and dilute a stockholder’s ownership of common stock.

● We have broad discretion to determine how to use the funds raised in this offering, and may use them in ways that may not enhance our operating results or the price of our common stock.

● There is no public market for the warrants being offered in this offering.

● Holders of warrants purchased in this offering will have no rights as a common stockholder until such holder exercises its warrants and acquires our common shares, except as set forth in such warrants.

● The warrants are speculative in nature.

●Under ~~Potential~~the ~~volatility~~applicable Nasdaq rules, in no event may we issue to Roth Principal Investments under the Purchase Agreement more than 3,004,114 shares of our common stock, which number of shares is equal to 19.99% of the shares of our common stock outstanding immediately prior to the execution of the Purchase Agreement (the “Exchange Cap”), unless (i) we obtain stockholder approval to issue shares of our common stock in excess of the Exchange Cap in accordance with applicable Nasdaq rules, or (ii) the average price per share paid by Roth Principal Investments for all of the shares of our common stock that we direct Roth Principal Investments to purchase from us pursuant to the Purchase Agreement, if any, equals or exceeds $0.9853 (representing the sum of (i) $0.1664 and (ii) the lower of (a) the official closing price of our common stock ~~could~~on ~~negatively~~Nasdaq ~~affect~~on ~~your~~the ~~investment~~trading day at the time of execution of the Purchase Agreement and (b) the average official closing price of our common stock on Nasdaq for the five consecutive trading days ending on the trading day immediately preceding the execution of the Purchase Agreement, adjusted as required by Nasdaq to take into account, among other things, our payment of the Commitment Fee (defined below) to Roth Principal Investments), so that the Exchange Cap limitation will not apply to issuances and sales of our common stock pursuant to the Purchase Agreement.

●Moreover, we ~~Provisions~~may not issue or sell any shares of our ~~certificate~~common stock to Roth Principal Investments under the Purchase Agreement which, when aggregated with all other shares of ~~incorporation~~our ~~and~~common ~~bylaws~~stock orthen ~~Delaware~~beneficially ~~law~~owned ~~might~~by ~~delay~~Roth orPrincipal ~~prevent~~Investments aand ~~change-~~its affiliates (as calculated pursuant to Section 13(d) of~~-control~~ ~~transaction~~the Exchange Act, and ~~depress~~Rule 13d-3 thereunder), would result in Roth Principal Investments beneficially owning more than 4.99% of the ~~market~~outstanding ~~price~~shares of our common stock (the “Beneficial Ownership Limitation”).

●The net ~~Our~~proceeds ~~outstanding~~to ~~common~~us ~~stock~~from ~~warrants~~sales ~~are~~that ~~accounted~~we ~~for~~elect asto amake ~~warrant~~to ~~liability~~Roth Principal Investments under the Purchase Agreement, if any, will depend on the frequency and ~~recorded~~prices at ~~fair~~which ~~value~~we ~~with~~sell ~~changes~~shares inof ~~fair~~our ~~value~~common ~~each~~stock ~~period~~to ~~reported~~Roth inPrincipal ~~earnings,~~Investments. ~~which~~We ~~may~~expect ~~have~~that anany ~~adverse~~proceeds ~~effect~~received by onus ~~the~~from ~~market~~such ~~price~~sales of ~~our~~Common ~~common~~Stock ~~stock~~to Roth Principal Investments will be used for working capital and general corporate purposes.

●There are Ifno werestrictions ~~fail~~on tofuture ~~maintain~~financings, ~~compliance~~rights of first refusal, participation rights, penalties or liquidated damages in the Purchase Agreement or Registration Rights Agreement, other than a prohibition (with certain limited exceptions) on entering into specified “Variable Rate Transactions” (as such term is defined in the ~~continued~~Purchase ~~listing~~Agreement) ~~requirements~~during the term of the ~~Nasdaq~~Purchase ~~Stock~~Agreement. ~~Market~~Such transactions include, ~~our~~among ~~common~~others, ~~stock~~the ~~may~~issuance beof ~~delisted~~convertible ~~and~~securities with a conversion or exercise price that is based upon or varies with the trading price of our common stock ~~and~~after the date of issuance, or our ~~ability~~effecting or entering into an agreement to ~~access~~effect ~~the~~an ~~capital~~“equity line ~~markets~~of ~~could~~credit” beor ~~negatively~~other ~~impacted~~substantially similar continuous offering with a third party, in which we may offer, issue or sell common stock or any securities exercisable, exchangeable or convertible into common stock at a future determined price.

●Roth Principal WeInvestments ~~intend~~has toagreed ~~effect~~that anone ~~reverse~~of ~~stock~~Roth ~~split~~Principal onInvestments, ~~January~~any 2of its officers, ~~2024~~or any entity managed or controlled by Roth Principal Investments will engage in or effect, ~~which~~directly ~~may~~or ~~adversely~~indirectly, ~~impact~~for Roth Principal Investments’ own account or for the ~~market~~principal ~~price~~account of ~~our~~any such entity managed or controlled by Roth Principal Investments, any short sales of the common stock or hedging transaction that establishes a net short position in the common stock during the term of the Purchase Agreement.

~~Corporate~~The ~~Information~~Purchase Agreement will automatically terminate on the earliest to occur of (i) the first day of the month next following the 36-month anniversary of the Commencement Date, (ii) the date on which Roth Principal Investments shall have purchased from us under the Purchase Agreement shares of common stock for an aggregate gross 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 U.S. national securities exchange identified as an “eligible market” in the Purchase Agreement for a period of one trading day, (iv) the 30th trading day after the date on which a voluntary or involuntary bankruptcy proceeding involving our company has been commenced that is not discharged or dismissed prior to such 30th trading day, and (v) the date on which a bankruptcy custodian is appointed for all or substantially all of our property or we make a general assignment for the benefit of creditors.

We were founded in 1991 and reincorporated in Delaware in 2000. Our principal corporate offices are located at 2309 Bering Drive, San Jose, California 95131. Our telephone number is (408) 418-7500. The address of our website is www.perasoinc.com. The information provided on or accessible through our website (or any other website referred to in the registration statement, of which this prospectus forms a part, or the documents incorporated by reference herein) is not part of the registration statement, of which this prospectus forms a part, and is not incorporated by reference as part of the registration statement, of which this prospectus forms a part.

Implications of Being a Smaller Reporting Company

We are a smaller reporting company as defined in the Securities Exchange Act of 1934, as amended, or the Exchange Act. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as (i) the market value of our voting and non-voting common stock held by non-affiliates is less than $250 million measured on the last business day of our second fiscal quarter or (ii) our annual revenue is less than $100 million during the most recently completed fiscal year and the market value of our voting and non-voting common stock held by non-affiliates is less than $700 million measured on the last business day of our second fiscal quarter. Specifically, as a smaller reporting company, we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Reports on Form 10-K and have reduced disclosure obligations regarding executive compensation, and, as long as we are a smaller reporting company with less than $100 million in annual revenue, we are not required to obtain an attestation report on internal control over financial reporting from our independent registered public accounting firm.

~~The~~We ~~Offering~~have the right to terminate the Purchase Agreement at any time after Commencement, at no cost or penalty, upon five (5) trading days’ prior written notice to Roth Principal Investments. We and Roth Principal Investments may also agree to terminate the Purchase Agreement by mutual written consent, provided that no termination of the Purchase Agreement will be effective during the pendency of any Purchase that has not then fully settled in accordance with the Purchase Agreement. Neither we nor Roth Principal Investments may assign or transfer any of our respective rights or obligations under the Purchase Agreement or the Registration Rights Agreement, and no provision of the Purchase Agreement or the Registration Rights Agreement may be modified or waived by us or Roth Principal Investments.

~~The~~As ~~following~~consideration ~~summary~~for ~~contains~~Roth ~~basic~~Principal ~~information~~Investments’ ~~about~~commitment ~~this~~to ~~offering~~purchase shares of common stock at our direction upon the terms and subject to the conditions set forth in the Purchase Agreement, we agreed to pay to Roth Principal Investments a cash commitment fee of $500,000 (the “Commitment Fee”), which is equal to 2.0% of Roth Principal Investments’ $25,000,000 total aggregate dollar amount purchase commitment under the Purchase Agreement. The ~~summary~~$500,000 isCommitment ~~not~~Fee ~~intended~~will be paid over time by Roth Principal Investments withholding cash amounts equal to be10% ~~complete.~~of ~~You~~the ~~should~~total ~~read~~aggregate Purchase Price payable by Roth Principal Investments to us in connection with each Purchase of shares of our common stock effected under the ~~full~~Purchase Agreement, until such time as Roth Principal ~~text~~Investments ~~and~~shall ~~more~~have ~~specific~~received ~~details~~from ~~contained~~such ~~elsewhere~~cash withholdings a total aggregate amount in cash equal to $500,000, representing the entire Commitment Fee payable to Roth Principal Investments pursuant to the Purchase Agreement, provided, however, in the event the Purchase Agreement is terminated by us within 90 days following the effective date of the registration statement of which this prospectus forms a part, we will be obligated to pay Roth Principal Investments, in cash within 3 business days of such termination, the amount, if any, by which $500,000 exceeds the aggregate amount of the Commitment Fee previously withheld by Roth Principal Investments from the purchase prices paid for shares of our common stock.

Common stock to be offered		shares of common stock, or shares if the underwriters exercise their option to purchase additional shares in full.
Common warrants		We are also offering common warrants to purchase up to shares of common stock. The exercise price of each common warrant will be $ per share. Each common warrant will be immediately exercisable upon issuance for a five-year period after the date of issuance. This prospectus also relates to the offering of the common stock issuable upon exercise of such common warrants. See “Description of the Securities We are Offering” on page 34 of this prospectus. You should also read the form of common warrant, which is filed as an exhibit to the registration statement that includes this prospectus.
Pre-funded warrants		We are also offering pre-funded warrants to purchase up to shares of common stock. The purchase price of each pre-funded warrant is equal to the price at which the share of common stock is being sold to the public in this offering, minus $0.001, and the exercise price of each pre-funded warrant is $0.001 per share. The pre-funded warrants are exercisable immediately and may be exercised at any time until all of the pre-funded warrants are exercised in full. This offering also relates to the shares of common stock issuable upon exercise of the pre-funded warrants sold in this offering. See “Description of the Securities We are Offering” on page 34 of this prospectus. You should also read the form of pre-funded warrant, which is filed as an exhibit to the registration statement that includes this prospectus.
Common stock to be outstanding after this offering		shares, or shares if the underwriters exercise their option to purchase additional shares in full.
Option to purchase additional shares of common stock and common warrants		We have granted the underwriters an option for a period of up to 45 days from the date of this prospectus to purchase up to additional shares of our common stock and/or common warrants to purchase up to shares of our common stock, in any combination thereof, from us at the public offering price per share and per common warrant, less underwriting discounts and commissions, in each case solely to cover over-allotments, if any.
Representative Warrants		We have agreed to issue to the representative of the underwriters warrants, or the Representative Warrants, to purchase up to shares of common stock, or shares of common stock assuming the exercise of the over-allotment option in full, as a portion of the compensation payable to the representative of the underwriters in connection with this offering. The Representative Warrants will be immediately exercisable upon issuance at an exercise price equal to $ per share of common stock, expire on the fifth anniversary of the commencement of sales of this offering, and are otherwise in substantially similar form to the common warrants issued in the offering. The Representative Warrants and the shares of common stock underlying the Representative Warrants are being registered on the registration statement of which this prospectus is a part. See “Underwriting” on page 37 of this prospectus.
Use of proceeds		We intend to use the net proceeds from this offering for working capital and general corporate purposes. See “Use of Proceeds” on page 25 of this prospectus.
Lock-up restrictions		We and each of our directors and officers are subject to certain lock-up restrictions as identified in the section titled “Underwriting.”
Risk factors		You should read the section entitled “Risk Factors” beginning on page 7 and the documents incorporated by reference in this prospectus for a discussion of factors to consider carefully before deciding to invest in our securities.

In addition, we have agreed to reimburse Roth Principal Investments for the reasonable legal fees and disbursements of Roth Principal Investments’ legal counsel in connection with the transactions contemplated by the Purchase Agreement and the Registration Rights Agreement in an amount equal to $100,000 (the “Initial Legal Fee Reimbursement Amount”), upon our execution of the Purchase Agreement and Registration Rights Agreement. We have also agreed to reimburse Roth Principal Investments up to $7,500 per fiscal quarter (the “Additional Investor Legal Fee Reimbursement Amount”) for the reasonable legal fees and disbursements of Roth Principal Investments’ legal counsel in connection with quarterly and annual bring-down due diligence investigations and related matters as contemplated by the Purchase Agreement.

The Purchase Agreement and the Registration Rights Agreement contain customary representations, warranties, conditions, and indemnification obligations of the parties. Copies of the agreements have been filed as exhibits to the registration statement that includes this prospectus and are available electronically on the SEC’s website at www.sec.gov.

Because the per share purchase price that Roth Principal Investments will pay for Purchase Shares in any Market Open Purchase, Intraday Purchase, Pre-Market Purchase or Post-Market Purchase that we may elect to effect pursuant to the Purchase Agreement will be determined by reference to the VWAP during the applicable Purchase Valuation Period (i.e., the Market Open Purchase Valuation Period, the Intraday Purchase Valuation Period, the Pre-Market Purchase Valuation Period or the Post-Market Purchase Valuation Period, as applicable (each, a “Purchase Valuation Period”)) on the applicable Purchase Date for such Purchase, as of the date of this prospectus, we cannot determine the actual purchase price per share that Roth Principal Investments will be required to pay for any Purchase Shares that we may elect to sell to Roth Principal Investments under the Purchase Agreement from and after Commencement and, therefore, we cannot be certain how many Purchase Shares, in the aggregate, we may issue and sell to Roth Principal Investments under the Purchase Agreement from and after Commencement. As of June 23, 2026, there were 15,040,679 shares of our common stock outstanding, of which 15,016,707 shares were held by non-affiliates of our company. If all of the 31,750,000 shares of common stock offered for resale by Roth Principal Investments under this prospectus were issued and outstanding, such shares would represent approximately 67.9% of both the total number of outstanding shares of common stock and the total number of outstanding shares of common stock held by non-affiliates of our company, in each case as of June 23, 2026.

~~Nasdaq~~Although the ~~Capital~~Purchase ~~Market~~Agreement ~~symbol~~provides ~~Our~~that ~~shares~~we may sell up to $25,000,000 of our common stock to Roth Principal Investments, only 31,750,000 Purchase Shares are ~~traded~~being onregistered ~~The~~under ~~Nasdaq~~the ~~Capital~~Securities ~~Market~~Act for resale by Roth Principal Investments under the ~~symbol~~registration ~~“PRSO”~~statement that includes this prospectus. ~~There~~At isan noassumed ~~established~~purchase ~~public~~price ~~trading~~per share of $0.83, representing the closing sale price of our common stock on Nasdaq immediately prior to the execution of the Purchase Agreement, the number of Purchase Shares that are being registered under the registration statement that includes this prospectus would be sufficient to enable us to receive the full $25,000,000 in aggregate gross proceeds from the sale of such Purchase Shares to Roth Principal Investments under the Purchase Agreement. However, depending on the market prices of our common stock on the Purchase Dates on which we elect to sell such Purchase Shares to Roth Principal Investments under the Purchase Agreement, we may need to register under the Securities Act additional shares of our common stock for resale by Roth Principal Investments in order for us to receive aggregate proceeds equal to Roth Principal Investments’ $25,000,000 maximum aggregate purchase commitment available to us under the ~~warrants~~Purchase Agreement. Moreover, to the extent that the Exchange Cap remains applicable to issuances and sales of our common stock under the Purchase Agreement, if we doelect ~~not~~to ~~expect~~issue aand ~~market~~sell to ~~develop.~~Roth WePrincipal doInvestments more shares of common stock than the Exchange Cap (or 3,004,114 shares of common stock) under the Purchase Agreement, which we have the right, but not ~~intend~~the obligation, to ~~apply~~do, ~~for~~we ~~listing~~must first obtain stockholder approval to issue shares of common stock in excess of the ~~warrants~~Exchange onCap under ~~any~~the ~~securities~~Purchase ~~exchange~~Agreement orin ~~other~~accordance ~~nationally~~with ~~recognized~~applicable ~~trading~~Nasdaq ~~system~~rules. ~~Without~~Any anissuance ~~active~~and ~~trading~~sale ~~market,~~by us under the ~~liquidity~~Purchase Agreement of a substantial amount of shares of common stock being registered for resale by Roth Principal Investments under the ~~warrants~~registration ~~will~~statement that beincludes ~~limited~~this prospectus could cause additional substantial dilution to our stockholders.

~~Reverse~~The number ~~Stock~~of ~~Split~~shares ~~The~~of common stock ultimately offered for resale by Roth Principal Investments through this prospectus is dependent upon the number of shares of common stock, if any, we elect to sell to Roth Principal Investments under the Purchase Agreement from and ~~exchangeable~~after the ~~shares~~Commencement inDate. ~~this~~The ~~prospectus~~issuance ~~reflects~~of aour ~~reverse~~common stock ~~split~~to Roth Principal Investments pursuant to the Purchase Agreement will not affect the rights or privileges of our ~~issued~~existing stockholders, except that the economic and ~~outstanding~~voting interests of each of our existing stockholders will be diluted. Although the number of shares of our common stock atthat aour ~~one-for-forty~~existing ~~(1-for-40)~~stockholders ~~ratio~~own will not decrease, ~~effective~~the asshares of our ~~4:01~~common ~~p.m.,~~stock ~~Eastern~~owned ~~Time,~~by onour ~~January~~existing 2,stockholders ~~2024~~will represent a smaller percentage of our total outstanding shares of our common stock after any such issuance.

~~The~~For ~~number~~additional ofinformation ~~shares~~see ofthe ~~our~~section ~~common~~entitled ~~stock~~“The toCommitted beEquity ~~outstanding after this offering is based on shares of common stock outstanding as of~~ Facility”, ~~2024, assumes no exercise of any warrants offered hereby, and excludes as of such date:~~below.

~~● shares of common stock issuable upon the exchange of exchangeable shares;~~Corporate Background

●We were ~~shares~~founded ofin ~~common~~1991 ~~stock~~and ~~issuable~~reincorporated ~~upon~~in Delaware in 2000. In December 2021, we changed our name from MoSys, Inc. to “Peraso Inc.” and began trading on The Nasdaq Stock Market, or Nasdaq, under the ~~exercise~~symbol “PRSO.” Our principal corporate offices are located at 2033 Gateway Place, Suite 500, San Jose, California 95110. Our telephone number is (408) 418-7500. The address of ~~outstanding~~our website ~~stock~~is ~~options;~~www.perasoinc.com.

● shares of common stock issuable upon the vesting of restricted stock units;

● shares of common stock available for future issuance under the Company’s 2019 Stock Incentive Plan;

● shares of common stock issuable upon exercise of the warrants dated November 30, 2022 at $ per share; and

● shares of common stock issuable upon exercise of the warrants dated June 2, 2023 at $ per share.

Additionally, unless otherwise stated, all information in this prospectus reflects all currency in United States dollars.

~~RISK~~THE ~~FACTORS~~OFFERING

Investing in our securities includes a high degree of risk. Prior to making a decision about investing in our securities, you should consider carefully the specific factors discussed below, together with all of the other information contained in this prospectus and the documents incorporated by reference, including the risks identified under “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2023, June 30, 2023 and September 30, 2023. Our business, financial condition, results of operations and prospects could be materially and adversely affected by these risks.

Common Stock that may be offered and sold by the Selling Stockholder		Up to 31,750,000 shares of our common stock we may issue and sell to Roth Principal Investments from time to time, at our sole discretion, during the Commitment Period.

Selling Stockholder		Roth Principal Investments, LLC, a Delaware limited liability company. See “Selling Stockholder.”

Shares of Common Stock Outstanding Prior to This Offering		15,040,679 shares of common stock.

Shares of Common Stock to be Outstanding Immediately After this Offering ⁽¹⁾		46,790,679 shares of common stock, assuming the sale of a total of 31,750,000 Purchase Shares to the Selling Stockholder under the Purchase Agreement. The actual number of shares outstanding after this offering will vary depending upon the actual number of shares we issue and sell to Roth Principal Investments under the Purchase Agreement after the date of this prospectus.

Use of Proceeds		We will not receive any of the proceeds from the resale of the Purchase Shares by Roth Principal Investments. We may receive up to $25,000,000 in aggregate gross proceeds under the Purchase Agreement from any sales of Purchase Shares we make to Roth Principal Investments pursuant to the Purchase Agreement, assuming that we sell the full amount of our common stock that we have the right, but not the obligation, to sell to Roth Principal Investments under the Purchase Agreement. Any proceeds that we receive from sales of shares of our common stock to Roth Principal Investments under the Purchase Agreement will be used for working capital and general corporate purposes. See “Use of Proceeds.”

Conflict of Interest		Roth Principal Investments, LLC is an affiliate of Roth Capital Partners, LLC (“RCP”), a registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). RCP will act as an executing broker that will effectuate resales of our common stock that may be acquired by Roth Principal Investments from us pursuant to the Purchase Agreement to the public in this offering. Because Roth Principal Investments will receive all the net proceeds from such resales of our common stock made to the public through RCP, RCP is deemed to have a “conflict of interest” within the meaning of FINRA Rule 5121. Consequently, this offering will be conducted in compliance with the provisions of FINRA Rule 5121, which requires that a “qualified independent underwriter,” as defined in FINRA Rule 5121, participate in the preparation of the registration statement that includes this prospectus and exercise the usual standards of “due diligence” with respect thereto. Accordingly, we have engaged Digital Offering, LLC, a registered broker-dealer and FINRA member (“Digital Offering”), to be the qualified independent underwriter in this offering and, in such capacity, participate in the preparation of the registration statement that includes this prospectus and exercise the usual standards of “due diligence” with respect thereto. Roth Principal Investments has agreed to pay directly to Digital Offering a cash fee of $50,000, as consideration for its services in connection with acting as the qualified independent underwriter in this offering, with such amount to be reimbursed by the Company on or prior to the Closing Date. Digital Offering will receive no other compensation for acting as the qualified independent underwriter in this offering. In accordance with FINRA Rule 5121, RCP is not permitted to sell shares of our common stock in this offering to an account over which it exercises discretionary authority without the prior specific written approval of the account holder. See “Plan of Distribution (Conflict of Interest).”

Risks Related to Our Business

We might not be able to continue as a going concern.

Our consolidated financial statements as of December 31, 2022 have been prepared under the assumption that we will continue as a going concern for the next twelve months. As of December 31, 2022, we had cash, cash equivalents and investments of $2.9 million and an accumulated deficit of $149.6 million. As of September 30, 2023, we had cash and cash equivalents of $0.7 million and an accumulated deficit of $157.5 million. Our ability to continue as a going concern is dependent upon our ability to raise additional capital and to achieve sustainable revenues and profitable operations. We will need to increase revenues substantially beyond levels that we have attained in the past in order to generate sustainable operating profit and sufficient cash flows to continue doing business without raising additional capital from time to time. As a result of our expected operating losses and cash burn for the foreseeable future and recurring losses from operations, if we are unable to raise sufficient capital through additional debt or equity arrangements, there will be uncertainty regarding our ability to maintain liquidity sufficient to operate our business effectively, which raises substantial doubt as to our ability to continue as a going concern. If we cannot continue as a viable entity, our stockholders would likely lose most or all of their investment in us.

If we are unable to generate sustainable operating profit and sufficient cash flows, then our future success will depend on our ability to raise capital. We are seeking additional financing and evaluating financing alternatives in order to meet our cash requirements for the next 12 months. We cannot be certain that raising additional capital, whether through selling additional debt or equity securities or obtaining a line of credit or other loan, will be available to us or, if available, will be on terms acceptable to us. If we issue additional securities to raise funds, these securities may have rights, preferences, or privileges senior to those of our common stock, and our current stockholders may experience dilution. If we are unable to obtain funds when needed or on acceptable terms, we may be required to curtail our current product development programs, cut operating costs, forego future development and other opportunities or even terminate our operations.

We intend to discontinue the production of our memory products.

Taiwan Semiconductor Manufacturing Corporation, or TSMC, is the sole foundry that manufactures the wafers used to produce our memory IC products. TSMC has informed us that it will be discontinuing the foundry process used to produce the wafers necessary to produce our memory ICs. We are not in a position to transition wafer production to a new foundry and continue to manufacture these products. As a result, we have informed our customers that we are initiating an end-of-life, or EOL, of our memory IC products. We expect to fulfill product EOL orders during 2024 and into 2025. Our memory IC products represented over 50% of our revenues for the year ended December 31, 2022 and over 60% of our revenues for the nine months ended September 30, 2023. The discontinuation of the production and sale of our memory IC products will negatively impact our future revenues, results of operations and cash flows.

Our gross profit may fluctuate due to a variety of factors, which could negatively impact our results of operations and our financial condition.

Our gross profit may fluctuate due to a number of factors, including customer and product mix, market acceptance of our new products, yield, wafer pricing, packaging and testing costs, competitive pricing dynamics, charges for inventory write-downs and geographic and market pricing strategies. To the extent we may offer or be contractually obligated to offer certain customers favorable prices, it would decrease our average selling prices and likely impact our gross profit. In the possible event our customers, including our larger customers, exert more pressure with respect to pricing and other terms, it could put downward pressure on our profit.

Because we do not operate our own wafer fabrication, assembly, or testing facilities, we may not be able to reduce our costs as rapidly as companies that operate their own facilities, and in fact, our costs may even increase, which could further reduce our gross profit. We seek yield improvements and volume-based cost reductions to enable cost reductions. To the extent that such cost reductions do not occur at a sufficient level and in a timely manner, our business, financial condition, and results of operations could be adversely affected and may vary from our estimates.

Risk Factors		Investing in our common stock involves significant risks. See “Risk Factors” on page 10 of this prospectus for a discussion of the factors you should carefully consider before deciding to invest in our common stock.

Trading Symbol		Our shares of common stock are listed on The Nasdaq Capital Market under the symbol “PRSO.”

~~In addition,~~(1) weThe ~~maintain~~number anof ~~inventory~~shares of ~~our~~common ~~products~~stock atthat ~~various~~will ~~stages~~be ofoutstanding ~~production,~~after asthis ~~well~~offering as anshown ~~inventory~~above ofis ~~finished~~based ~~goods.~~on ~~As we are generally a sole-source supplier~~15,040,679 weshares ~~hold these inventories in anticipation~~ of ~~customer~~common ~~orders.~~stock Ifissued ~~those~~and ~~customer~~outstanding ~~purchase~~as ~~orders do~~of ~~not~~June ~~materialize in a timely manner or customers do not honor those purchase orders~~23, ~~we can have excess or obsolete inventory which we would have to write-down~~2026, ~~and~~but ~~our~~excludes ~~gross~~the ~~profit and results of operations would be adversely affected.~~following:

~~Our ongoing~~● ~~exploration of strategic alternatives may not result in entering or completing transactions~~55,986 ~~when~~shares ~~necessary, and the process~~ of ~~reviewing~~common ~~such~~stock ~~strategic~~issuable ~~alternatives~~upon orthe ~~their~~exchange ~~conclusion~~of ~~could~~exchangeable ~~adversely affect our stock price.~~shares;

~~In August~~● ~~2023~~2, ~~we engaged an investment bank to assist with the exploration of strategic alternatives~~165,099 ~~including~~shares ~~a merger, sale~~ of ~~assets or~~common ~~other~~stock ~~similar~~issuable ~~transaction,~~upon ~~with~~ the ~~intention~~exercise ~~to maximize stockholder value and further our business operations. There can be no assurance, however, that our evaluation~~ of ~~strategic~~outstanding ~~alternatives~~stock ~~will result in transactions or other alternatives~~options, ~~even~~which ~~when~~options ~~deemed necessary. We~~ have ~~neither set~~ a ~~timetable~~weighted ~~for~~average ~~completion~~exercise price of ~~this process, nor have we made any decisions related to strategic alternatives at this time~~$2.37 Ifper a strategic process is unsuccessful and we are unable to raise additional capital, we may be unable to continue our operations at planned levels and be forced to further reduce or terminate our operations.share;

~~There can~~● ~~be no assurance any transaction will result from our ongoing evaluation of strategic alternatives. Any potential transaction would be dependent on a number of factors that may be beyond our control~~200,208 ~~including,~~shares ~~among other things, market conditions, industry trends, the interest~~ of ~~third~~common ~~parties~~stock inissuable aupon ~~potential transaction with us, obtaining stockholder approval and~~ the ~~availability~~vesting of ~~financing~~restricted to third parties in a potential transaction with us on reasonable terms. The process of reviewing strategic alternatives may be time consuming and may involve the dedication of significant resources and may require us to incur significant costs and expenses. It could negatively impact our ability to attract, retain and motivate employees, and expose us to potential litigation in connection with this process or any resulting transaction. If we are unable to effectively manage the process, our financial condition and results of operations could be adversely affected. In addition, speculation regarding any developments related to the review of strategic alternatives and perceived uncertainties related to the future of our Company could cause our stock price to fluctuate significantly. Further, any alternative strategic paths that may be pursued and completed ultimately may not deliver the anticipated benefits or enhance stockholder value. There can be no guarantee that the process of evaluating alternative strategic alternatives will result in our Company entering into or completing potential transactions within the anticipated timing or at all.units;

~~We have~~● a143,378 ~~history~~shares of ~~losses,~~common ~~and~~stock weavailable ~~will~~for ~~need~~future toissuance ~~raise~~under ~~additional~~the ~~capital.~~Company’s Amended and Restated 2019 Stock Incentive Plan;

~~We incurred~~● ~~net losses of approximately $~~7~~.9 million for the nine months ended September 30~~,143 ~~2023~~shares ~~and~~of ~~$32.4~~common ~~million~~stock ~~for~~issuable ~~the~~upon ~~year~~exercise ~~ended December 31, 2022, and we had an accumulated deficit~~ of ~~approximately~~ ~~$157.5~~warrants ~~million as~~dated ofJune ~~September 30~~2, 2023~~. These and prior-year losses have resulted in significant negative cash flows. To remain competitive and expand our product offerings to customers~~, we ~~will~~at need to increase revenues substantially beyond levels that we have attained in the past in order to generate sustainable operating profit and sufficient cash flows to continue doing business without raising additional capital from time to time$28.00 ~~Given~~per our history of fluctuating revenues and operating losses, and the challenges we face in securing customers for our products, we cannot be certain that we will be able to achieve and maintain profitability on either a quarterly or annual basis in the future. As a result, we may need to raise additional capital in the future, which may or may not be available to us at all or only on unfavorable terms.share;

●

142,857 shares of common stock issuable upon exercise of placement agent warrants dated June 2, 2023, at $28.00 per share;

●

91,875 shares of common stock issuable upon exercise of warrants dated November 30, 2022, at $40.00 per share;

●

3,974,520 shares of common stock issuable upon exercise of Series A warrants dated February 8, 2024, at $2.25 per share;

●

139,108 shares of common stock issuable upon exercise of underwriter warrants dated February 8, 2024, at $2.625 per share;

●

157,223 shares of common stock issuable upon exercise of placement agent warrants dated November 6, 2024, at $1.625 per share;

	●	2,246,030 shares of common stock issuable upon exercise of Series D warrants dated November 6, 2024, at $1.61 per share;

	●	952,380 shares of common stock issuable upon exercise of Series E warrants dated September 12, 2025, at $1.25 per share; and

	●	66,667 shares of common stock issuable upon exercise of placement agent warrants dated September 12, 2025, at $1.475 per share.

Unless otherwise indicated, all information in this prospectus assumes no exercise or settlement of the outstanding restricted stock units, options and warrants described above.

~~Our failure to~~CAUTIONARY ~~generate~~NOTE ~~the~~REGARDING ~~significant~~FORWARD-LOOKING ~~capital necessary or raise additional capital to expand our operations and invest in new products could reduce our ability to compete and could harm our business.~~STATEMENTS

WeThis ~~intend~~prospectus, toincluding ~~continue~~the ~~spending~~documents tothat ~~grow~~we ~~our~~incorporate ~~business.~~by Ifreference, wecontains doforward-looking ~~not~~statements ~~achieve~~within the meaning of the federal securities laws and ~~maintain~~which ~~profitability~~are subject to certain risks, wetrends ~~will~~and ~~need~~uncertainties. ~~additional~~We ~~financing~~use ~~to pursue~~words ~~our~~such ~~business~~as ~~strategy~~“could,” ~~develop~~“would,” “may,” ~~new~~“might,” ~~products~~“will,” ~~respond~~“expect,” to“likely,” ~~competition~~“believe,” ~~and~~“continue,” “anticipate,” ~~market~~“estimate,” ~~opportunities~~“intend,” “plan,” “project” and ~~acquire~~other ~~complementary~~similar ~~businesses~~expressions orto ~~technologies~~identify forward-looking statements, but not all forward-looking statements include these words. ~~There~~All ~~can~~of beour noforward-looking ~~assurance~~statements involve estimates and uncertainties that ~~such~~could ~~additional~~cause ~~capital,~~actual ~~whether~~results into ~~the~~differ ~~form~~materially offrom ~~debt~~those expressed in or ~~equity~~implied ~~financing~~by the forward-looking statements. Accordingly, ~~will~~any besuch ~~sufficient~~statements are qualified in their entirety by reference to the information described under the caption or“Risk ~~available~~Factors” ~~and~~in our Annual Report on Form 10-K for the fiscal year ended December 31, if2025, ~~available~~under “Part II, ~~that~~Item 1A-Risk ~~such~~Factors” ~~capital~~in ~~will~~our beQuarterly ~~offered~~Report on ~~terms~~Form 10-Q for the quarter ended March 31, 2026, and ~~conditions~~elsewhere ~~acceptable~~in tothis usprospectus, including the documents that we incorporate by reference.

IfThe weforward-looking ~~were~~statements tocontained ~~raise~~in ~~additional~~this ~~capital~~prospectus, ~~through~~including ~~sales~~the ofdocuments ~~our~~that ~~equity~~we ~~securities,~~incorporate ~~our~~by ~~stockholders~~reference, ~~would~~are ~~suffer~~based ~~dilution~~on ~~of their equity ownership.~~assumptions Ifthat we ~~engage~~have made in ~~debt~~light ~~financing,~~of weour ~~may~~industry beexperience ~~required~~and ~~to accept terms that restrict~~ our ~~ability~~perceptions toof ~~incur~~historical ~~additional indebtedness~~trends, ~~prohibit us~~current ~~from paying dividends~~conditions, ~~repurchasing~~expected ~~our~~future ~~stock or making investments,~~ developments and ~~force~~other usfactors towe ~~maintain~~believe ~~specified~~are ~~liquidity~~appropriate orunder ~~other~~the ~~ratios, any~~circumstances. ofAs ~~which~~you ~~could~~read ~~harm~~and ~~our~~consider ~~business~~this prospectus, ~~operating~~you ~~results~~should ~~and~~understand that ~~financial~~these ~~condition.~~statements Ifare wenot ~~need~~guarantees ~~additional~~of ~~capital~~performance ~~and~~or ~~cannot~~results. ~~raise~~They itinvolve ~~on acceptable terms~~risks, weuncertainties ~~may~~(many ~~not~~of bewhich ~~able~~are ~~to,~~beyond ~~among~~our ~~other~~control) and ~~things:~~assumptions.

●Although we ~~develop~~believe orthat ~~enhance~~these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our ~~products;~~actual operating and financial performance and cause our performance to differ materially from the performance expressed in or implied by the forward-looking statements, as a result of various factors, including the risk factors under the section titled “Risk Factors.”

●Moreover, neither ~~continue~~we tonor ~~expand~~any ~~our~~other ~~product~~person ~~development~~assumes responsibility for the accuracy and ~~sales~~completeness of these statements. We undertake no obligation to update or revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In light of these risks, uncertainties and ~~marketing~~assumptions, ~~organizations;~~the forward-looking events discussed in this prospectus may not occur.

● acquire complementary technologies, products or businesses;

● expand operations, in the United States or internationally;

● hire, train and retain employees; or

● respond to competitive pressures or unanticipated working capital requirements.

We may fail to achieve the intended cost savings and related benefits from our reduction in workforce and temporary lay-offs.

We may fail to effectively execute on, or achieve the intended goals of, the reductions in operating costs. Our plans may also change as we continue to refocus on reducing operating costs and streamlining operations, while at the same time conserving cash by delaying or deferring certain expenditures as well. These actions may take more time than we currently estimate and we may not be able to achieve the cost-efficiencies sought. In addition, the reduction in workforce may negatively impact employee morale for those who are not directly impacted, which may increase employee attrition and hurt future recruiting efforts, hindering our ability to achieve our key priorities. Any failure to achieve the expected benefits from the reduction in workforce could adversely affect our stock price, financial condition and ability to achieve our goals.

Our failure to successfully market our products could seriously harm our ability to execute our business strategy and may force us to curtail our research and development plans or existing operations.

Our success depends upon the acceptance by our target markets of our products and technologies. Our prospective customers, which include original equipment manufacturers, or OEMs, and service providers, may be unwilling to adopt and design-in our products due to the uncertainties and risks surrounding designing a new IC or module and/or incorporating new IP into their systems and relying on a small, sole-sourced supplier. Thus, currently, we do not know whether we will be able to generate adequate profit from making and selling our products and licensing our technologies to sustain our operations.

AnRISK important part of our strategy to gain market acceptance is to penetrate new markets by targeting market leaders to accept our technology solutions. This strategy is designed to encourage other participants in those markets to follow these leaders in adopting our solutions. If a high-profile industry participant adopts our products for one or more of its products but fails to achieve success with those products, or is unable to successfully implement our products, other industry participants’ perception of our solutions could be harmed. Any such event could reduce the amount of future sales of our products.FACTORS

~~Future~~An investment ~~revenue~~in our securities involves a high degree of risk. Our business is influenced by many factors that are difficult to predict, ~~growth~~involve ~~depends~~uncertainties onthat ~~our~~may ~~winning~~materially ~~designs~~affect ~~with~~actual ~~existing~~results and ~~new~~are ~~customers~~often beyond our control. Before making an investment decision, you ~~retaining~~should ~~current~~carefully ~~customers~~consider the risks described below, ~~and~~as ~~having~~well ~~those~~as ~~customers~~the ~~design~~risks described under the caption “Risk Factors” in our ~~solutions~~Annual ~~into~~Report ~~their~~on ~~product~~Form ~~offerings~~10-K for the year ended December 31, 2025 and ~~successfully~~in ~~selling~~our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 and ~~marketing~~in ~~such~~the ~~products.~~other Iffilings we domake ~~not~~with ~~continue~~the SEC pursuant to ~~win~~Sections ~~designs in~~13(a), 13(c), 14 or 15(d) of the ~~short~~Exchange ~~term~~Act, which we have incorporated herein by reference. The impacts of the contingencies contemplated by these risks could materially adversely affect our ~~product~~business, ~~revenue~~financial condition or results of operations. The risks described in these documents are not the ~~following~~only ~~years~~ones ~~will~~we face, but those that we consider to be material. Additional risks not ~~grow~~presently known to us or that we currently believe are immaterial may also significantly impair our business operations and financial condition. Please also read carefully the section titled “Cautionary Note Regarding Forward-Looking Statements,” where we describe additional uncertainties associated with our business and the forward-looking statements included or incorporated by reference in this prospectus.

WeRisks ~~sell~~Related ~~our ICs~~ to customers that include our ICs and modules in their products. Our technology is generally incorporated into products at the design stage, which we refer to as a design win, and which we define as the point at which a customer has made a commitment to build a board against a fixed schematic for its system, and this ~~board~~Offering ~~will utilize our products. As a result, our future revenue depends on our OEM customers designing our products into their products,~~ and onOwnership those products being produced in volume and successfully commercialized. If we fail to retain our current customers or convince our current or prospective customers to include our products in their products and fail to achieve a consistent number of design wins, our results of operations and business will be harmed. In addition, if a current or prospective customer designs a competitor’s offering into its product, it becomes significantly more difficult for us to sell our products to that customer because changing suppliers involves significant cost, time, effort and risk for the OEM. Even if a customer designs one of our ICs or modules into its product, we cannot be assured that the OEM’s product will be commercially successful over time, or at all, or that we will receive or continue to receive any revenue from that customer. Furthermore, the customer product for which we obtain a design win may be canceled before the product enters production or before or after it is introduced into the market. Because of our extended sales cycle, our revenue in future years is highly dependent on design wins we are awarded today. Our ~~lack~~Common of capital and uncertainty about our future technology roadmap also may limit our success in achieving additional design wins, as discussed under “We may experience difficulties in transitioning to new wafer fabrication process technologies or in achieving higher levels of design integration, which may result in reduced manufacturing yields, delays in product deliveries and increased costs.”Stock

The issuance ~~design~~and ~~win process~~sale ~~for~~of our ~~products~~common isstock ~~generally~~to ~~lengthy,~~Roth ~~expensive~~Principal Investments may cause dilution to our other stockholders and ~~competitive,~~the ~~with~~sale noof ~~guarantee~~the shares of ~~revenue,~~common ~~and,~~stock ifacquired weby ~~fail~~Roth toPrincipal ~~generate~~Investments, ~~sufficient revenue~~or tothe ~~offset~~perception ~~our~~that ~~expenses~~such sales may occur, ~~our~~could ~~business~~cause ~~and~~the ~~operating~~price ~~results~~of our ~~would~~common ~~suffer~~stock to decrease.

~~Achieving~~On aJune ~~design~~30, ~~win~~2026, ~~for~~we ~~one~~entered ofinto ~~our~~the ~~products~~Purchase isAgreement ~~typically~~with aRoth ~~lengthy~~Principal Investments, ~~expensive~~pursuant ~~and~~to ~~competitive~~which ~~process~~Roth ~~because~~Principal ~~our~~Investments ~~customers generally take a~~has ~~considerable~~committed ~~amount~~to ofpurchase ~~time~~up to ~~evaluate~~$25,000,000 ~~our~~of ~~products.~~Purchase ~~In the markets we serve~~Shares, upon the ~~time~~terms ~~from~~and ~~initial~~subject ~~customer engagement~~ to ~~design~~the ~~win to~~conditions ~~production~~set ~~volume~~forth ~~shipments~~in ~~can~~the ~~range~~Purchase ~~from~~Agreement. The ~~one~~shares toof ~~three~~our ~~years,~~common ~~though~~stock itthat may ~~take~~be ~~longer~~issued ~~for~~under ~~new~~the ~~customers~~Purchase orAgreement ~~markets~~may webe ~~intend~~sold ~~to address.~~by Inus ~~order~~ to ~~win~~Roth ~~designs,~~Principal weInvestments ~~are~~at ~~required~~our discretion tofrom ~~both~~time ~~incur~~to ~~design~~time ~~and~~over ~~development~~a ~~costs~~36-month ~~and~~period ~~dedicate~~following ~~substantial~~the ~~engineering~~effective ~~resources in~~date ~~pursuit~~ of athe ~~single~~registration ~~customer~~statement ~~opportunity.~~of ~~Even~~which ~~though~~this ~~we incur these costs we may not prevail in the competitive selection process,~~prospectus ~~and,~~forms ~~even if we do achieve~~ a ~~design win~~part, wesubject ~~may never generate sufficient, or any, revenue~~ to ~~offset~~certain ~~our~~conditions. ~~development~~The ~~expenditures.~~purchase ~~Our customers~~price ~~have~~for the ~~option~~shares tothat ~~decide~~we ~~whether~~may orsell ~~not~~ to ~~put~~Roth ~~our~~Principal ~~solutions~~Investments ~~into~~under ~~production after initially designing our products in~~ the ~~specification.~~Purchase ~~The~~Agreement ~~customer~~will ~~can~~fluctuate ~~make~~based ~~changes~~on ~~to its product after a design win has been awarded to us, which can have~~ the ~~effect~~market price of ~~canceling a~~our ~~previous~~common ~~design win~~stock. ~~The~~Depending ~~delays~~on ~~inherent~~demand inand ~~our~~market ~~protracted~~liquidity ~~sales~~at ~~cycle increase~~ the ~~risk that a customer will decide to cancel~~time, ~~curtail,~~ ~~reduce~~sales orof ~~delay~~such ~~its~~shares ~~product~~by ~~plans,~~Roth ~~causing~~Principal usInvestments tomay ~~lose~~cause ~~anticipated~~the ~~revenue.~~trading Inprice ~~addition, any change, delay or cancellation~~ of ~~a customer’s plans could harm~~ our ~~financial~~common ~~results,~~stock asto ~~we may have incurred significant expense while generating no revenue~~decrease.

We have the right to control the timing and amount of any future sales of our shares to Roth Principal Investments, subject to certain limitations set forth in the Purchase Agreement. Any sales of our common stock to Roth Principal Investments will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to Roth Principal Investments all, some or none of the shares of our common stock that may be available for us to sell pursuant to the Purchase Agreement. If and when we sell shares to Roth Principal Investments, Roth Principal Investments may then resell all, some or none of those shares at any time or from time to time in its discretion. See the section titled “Plan of Distribution (Conflict of Interest)” elsewhere in this prospectus for more information. Therefore, our sales to Roth Principal Investments could result in substantial dilution to the interests of other holders of our common stock. Additionally, the sale of a substantial number of shares of our common stock to Roth Principal Investments, or the anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect sales.

We may require additional financing to sustain our operations, without which we may not be able to continue operations, and the terms of subsequent financings may adversely impact our stockholders.

We may direct Roth Principal Investments to purchase up to $25,000,000 worth of shares of our common stock under the Purchase Agreement over a 36-month period pursuant to purchase notices that we deliver to Roth Principal Investments under the Purchase Agreement. Assuming a purchase price of $0.83 per share (the closing sale price of the shares of common stock on June 29, 2026), the maximum number of shares we could sell to Roth Principal Investments under the Purchase Agreement at that price would be approximately 30,120,481 shares, resulting in gross proceeds to us of approximately $25,000,000, the full amount available under the Purchase Agreement. This prospectus covers the offer and resale of up to 31,750,000 shares of common stock that may be issued to Roth Principal Investments under the Purchase Agreement; however, in no event will we issue shares under the Purchase Agreement in an amount that would result in aggregate gross proceeds to us exceeding $25,000,000.

IfThe extent to which we rely on Roth Principal Investments as a source of funding will depend on a number of factors including the prevailing market price of our ~~foundries~~shares of common stock and the extent to which we are able to secure financing from other sources. If obtaining sufficient dofinancing ~~not~~from ~~achieve~~Roth ~~satisfactory~~Principal ~~yields~~Investments were to prove unavailable or ~~quality~~prohibitively dilutive, we may need to secure another source of funding in order to satisfy our ~~cost~~financing needs. Even if we sell all of ~~net~~the ~~revenue~~$25,000,000 ~~will~~maximum ~~increase~~aggregate purchase commitment under the Purchase Agreement to Roth Principal Investments, we may still need additional capital to finance our ~~operating~~future ~~margins~~working ~~will~~capital ~~decline~~needs, and we may have to raise funds through the issuance of equity or debt securities. Depending on the type and the terms of any financing we pursue, stockholders’ rights and the value of their investment in our ~~reputation~~shares of common stock could be reduced. A financing could involve one or more types of securities including shares of common stock, convertible debt or warrants to acquire shares of common stock. These securities could be issued at or below the then prevailing market price for our shares of common stock. We are also authorized to issue 20,000,000 shares of preferred stock, par value $0.001 per share. In addition, if we issue secured debt securities, the holders of the debt would have a claim to our assets that would be prior to the rights of stockholders until the debt is paid. Interest on these debt securities would increase costs and ~~customer~~negatively ~~relationships~~impact operating results. If the issuance of new securities results in diminished rights to holders of our shares of common stock, the market price of our shares of common stock could be ~~harmed~~negatively impacted.

WeShould ~~depend not only on sufficient foundry manufacturing capacity and wafer prices, but also on good production yields (~~the ~~number~~financing ofwe ~~good die~~require ~~per wafer) and timely wafer delivery~~ to ~~meet~~sustain ~~customer demand and maintain profit margins. The fabrication of~~ our ~~products~~financing isneeds ~~a complex and technically demanding process. Minor deviations in the manufacturing process can cause substantial decreases in yields and, in some cases, cause production to~~ be ~~suspended.~~unavailable ~~From time to time, our foundries experience manufacturing defects and reduced manufacturing yields. Changes in manufacturing processes~~ or ~~the~~prohibitively ~~inadvertent~~expensive ~~use~~when ofwe ~~defective~~require ~~or contaminated materials by our foundries could result in lower than anticipated manufacturing yields~~it, ~~which would harm our revenue or increase our costs. For example, in~~ the ~~past, one of our foundries~~consequences ~~produced~~could ~~ICs~~be ~~and met its process specification range but did not meet our customer’s specifications causing us to write off~~ a ~~portion of~~material ~~our~~adverse ~~production~~effect ~~lot.~~on ~~Many of these problems are difficult to detect at an early stage of the manufacturing process and may be time consuming and expensive to correct. Poor yields from~~ our ~~foundry, or defects, integration issues or other performance problems in our ICs, could cause us significant customer relations and~~ business ~~reputation problems~~, ~~harm our~~ operating results, ~~and give rise to~~ financial orcondition other damages to our customers. Our customers might consequently seek damages from us for their losses. A product liability claim brought against us, even if unsuccessful, would likely be time consuming and ~~costly to defend~~prospects.

~~We may experience~~It ~~difficulties~~is innot ~~transitioning~~possible to ~~new~~predict ~~wafer~~the ~~fabrication~~actual ~~process~~number ~~technologies~~of orshares inwe ~~achieving~~will ~~higher~~sell ~~levels~~under ofthe ~~design~~Purchase ~~integration,~~Agreement ~~which may~~to ~~result~~Roth inPrincipal ~~reduced manufacturing yields~~Investments, ~~delays~~or inthe actual ~~product~~gross ~~deliveries~~proceeds ~~and~~resulting ~~increased~~from ~~costs~~those sales.

WeOn ~~aim~~June to30, ~~use the most advanced manufacturing process technology appropriate for our solutions that is available from our foundries. As a result~~2026, we ~~periodically~~entered ~~evaluate~~into the ~~benefits~~Purchase ofAgreement ~~migrating~~with ~~our~~Roth ~~solutions~~Principal toInvestments, ~~other~~pursuant ~~technologies in order~~ to ~~improve~~which ~~performance~~Roth ~~and~~Principal ~~reduce~~Investments has ~~costs.~~committed ~~These~~to ~~ongoing~~purchase ~~efforts~~up ~~require us from time~~ to ~~time~~$25,000,000 toof ~~modify~~shares ~~the~~of ~~manufacturing processes for~~ our ~~products~~common ~~and~~stock, subject to ~~redesign~~certain ~~some products,~~limitations ~~which~~and inconditions ~~turn~~set ~~may~~forth ~~result~~ in ~~delays~~the Purchase ~~in product deliveries~~Agreement. WeThe ~~are~~shares ~~dependent on our foundries to support the production~~ of ~~wafers for future versions of~~ our ~~IC.~~common ~~Such~~stock ~~production~~that may ~~require~~be ~~changes~~issued tounder the ~~foundry’s~~Purchase ~~existing~~Agreement ~~process~~may ~~technology.~~be Ifsold ~~the~~by ~~foundry elects~~us to ~~not~~Roth ~~alter~~Principal Investments ~~their~~at ~~process technology to support future versions of~~ our ~~ICs,~~discretion wefrom ~~would~~time ~~need~~ to ~~identify~~time aduring ~~new~~the ~~foundry~~Commitment Period.

AsWe ~~discussed~~generally ~~under~~have ~~“We~~the ~~intend~~right to ~~discontinue~~control the ~~production~~timing ofand ~~our~~amount ~~memory~~of ~~products,”~~any ~~Taiwan~~sales ~~Semiconductor~~of ~~Manufacturing, or~~our ~~TSMC,~~shares ~~which~~of iscommon ~~the~~stock ~~sole~~to ~~foundry~~Roth ~~that~~Principal ~~manufactures~~Investments under the ~~wafers~~Purchase ~~used~~Agreement. toSales ~~produce~~of our ~~memory~~common ~~IC products~~stock, ~~has~~if ~~informed~~any, usto ~~that~~Roth itPrincipal ~~will~~Investments ~~be discontinuing~~under the ~~foundry~~Purchase ~~process~~Agreement ~~used~~will todepend ~~produce~~upon market ~~the~~conditions ~~wafers~~and ~~necessary~~other factors to ~~produce~~be ~~our~~determined ~~memory~~by ~~ICs~~us. We ~~are~~may ~~not~~ultimately indecide ~~a position~~ to ~~transition wafer~~sell ~~production~~ to aRoth ~~new~~Principal ~~foundry~~Investments ~~and continue to manufacture these products. As a result~~all, ~~we have informed our customers that we are~~some ~~initiating an end-of-life,~~ or ~~EOL,~~none of ~~our~~the ~~memory~~shares ~~IC products. We expect to fulfill product EOL orders during 2024 and into 2025. Our memory IC products represented over 50%~~ of our ~~revenues~~common ~~for~~stock ~~the~~that ~~year~~may ~~ended~~be ~~December~~available ~~31, 2022 and over 60% of our revenues~~ for ~~the~~us ~~nine~~to ~~months ended~~sell ~~September~~to ~~30,~~Roth ~~2023.~~Principal ~~The~~Investments ~~discontinuation~~pursuant ofto the ~~production and sale of our memory IC products will negatively impact our future revenues,~~Purchase ~~results of operations and cash flows~~Agreement.

ToBecause the ~~date~~per share purchase price that Roth Principal Investments will pay for Purchase Shares in any Market Open Purchase, Intraday Purchase, Pre-Market Purchase or Post-Market Purchase that we ~~have~~may elect to effect pursuant to the Purchase Agreement will be determined by reference to the VWAP during the applicable Purchase Valuation Period on the applicable Purchase Date for such Purchase, as of the date of this prospectus, it is not ~~achieved~~possible for us to predict the ~~anticipated~~number ~~benefits~~of shares of acommon ~~fabless~~stock ~~semiconductor~~that ~~company~~we will sell to Roth Principal Investments as Purchase Shares under the Purchase Agreement, the purchase price per share that Roth Principal Investments will pay for Purchase Shares purchased from us under the Purchase Agreement, or the aggregate gross proceeds that we will receive from those purchases by Roth Principal Investments under the Purchase Agreement.

~~Our~~Although ~~primary~~the ~~goal~~Purchase ~~has~~Agreement ~~been~~provides that we may sell up to ~~increase~~$25,000,000 of our ~~total~~common ~~available~~stock ~~market~~to byRoth ~~creating~~Principal ~~high-performance~~Investments, ~~ICs~~only ~~and~~31,750,000 Purchase ~~modules~~Shares are being registered under the Securities Act for ~~mmWave~~resale ~~applications~~by ~~using~~Roth Principal Investments under the registration statement ~~our~~that ~~proprietary~~includes ~~technology~~this ~~and~~prospectus. ~~design~~At ~~expertise~~an assumed purchase price per share of $0.83, ~~Historically~~representing the closing sale price of our common stock on Nasdaq immediately prior to the execution of the Purchase Agreement, ~~this~~the ~~development~~number ~~effort~~of ~~required~~Purchase Shares that weare ~~add~~being ~~headcount~~registered under ~~and~~the ~~design~~registration ~~resources~~statement that includes this prospectus would be sufficient to enable us to receive the full $25,000,000 in aggregate gross proceeds from the sale of such asPurchase ~~expensive~~Shares ~~software~~to ~~tools~~Roth Principal Investments under the Purchase Agreement. However, ~~which~~depending ~~increased~~on the market prices of our ~~losses~~common ~~from,~~stock ~~and~~on ~~cash~~the ~~used~~Purchase inDates on which we elect to sell such Purchase Shares to Roth Principal Investments under the Purchase Agreement, ~~operations.~~we ~~Our~~may ~~efforts~~need to ~~increase~~register under the Securities Act additional shares of our ~~revenue~~common ~~and~~stock for resale by Roth ~~expand~~Principal ~~our~~Investments ~~markets~~in ~~have~~order ~~been~~for ~~subject~~us to ~~various~~receive ~~risks~~aggregate ~~and~~proceeds ~~uncertainties,~~equal ~~including~~to Roth Principal Investments’ $25,000,000 ~~but~~maximum ~~not~~aggregate purchase ~~limited~~commitment available to: us under the Purchase Agreement.

● a lack of working capital;

● customer acceptance;

● difficulties and delays in our product development, manufacturing, testing and marketing activities;

● timeliness of new product introductions;

● the anticipated costs and technological risks of developing and bringing our products to market;

● the willingness of our manufacturing partners to assist successfully with fabrication;

●Moreover, to ~~our~~the ~~ability~~extent that the Exchange Cap remains applicable to ~~qualify~~issuances and sales of our ~~products~~common ~~for~~stock ~~mass~~under ~~production~~the Purchase Agreement, if we elect to issue and ~~achieve~~sell ~~wafer~~to ~~yield~~Roth ~~levels~~Principal Investments more shares of common stock than the Exchange Cap (or 3,004,114 shares of common stock) under the Purchase Agreement, which we have the right, but not the obligation, to do, we must first obtain stockholder approval to issue shares of common stock in excess of the Exchange Cap under the Purchase Agreement in accordance with applicable Nasdaq rules. Any issuance and sale by us under the ~~final~~Purchase ~~test~~Agreement ~~results~~of ~~necessary~~a substantial amount of shares of common stock in addition to bethe ~~price~~31,750,000 shares ~~competitive;~~of common stock being registered for resale by Roth Principal Investments under the registration statement that includes this prospectus could cause additional substantial dilution to our stockholders. The number of shares of common stock ultimately offered for resale by Roth Principal Investments through this prospectus is dependent upon the number of shares of common stock, if any, we elect to sell to Roth Principal Investments under the Purchase Agreement from and after the Commencement Date.

●Investors who ~~the~~buy ~~availability~~shares ofat ~~quantities~~different oftimes ~~our~~will ~~products~~likely ~~supplied~~pay bydifferent ~~our manufacturing partners at a competitive cost;~~prices.

●Pursuant to ~~our~~the ~~ability~~Purchase Agreement, we will have discretion, subject to ~~generate~~market demand, to vary the ~~desired~~timing, ~~gross~~prices, ~~margin~~and ~~percentages~~numbers of shares sold to Roth Principal Investments. If and ~~return~~when onwe do elect to sell shares of our ~~product~~common ~~development~~stock to Roth Principal Investments pursuant to the Purchase Agreement, after Roth Principal Investments has acquired such shares, Roth Principal Investments may resell all, some or none of such shares at any time or from time to time in its discretion and at different prices. As a result, investors who purchase shares from Roth Principal Investments in this offering at different times will likely pay different prices for those shares, and so may experience different levels of dilution, and in some cases substantial dilution, and different outcomes in their investment; results. Investors may experience a decline in the value of the shares they purchase from Roth Principal Investments in this offering as a result of future sales made by us to Roth Principal Investments at prices lower than the prices such investors paid for their shares in this offering. In addition, if we sell a substantial number of shares to Roth Principal Investments under the Purchase Agreement, or if investors expect that we will do so, the actual sales of shares or the mere existence of our arrangement with Roth Principal Investments may make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect such sales.

●Our management ~~competition~~team will have broad discretion over the use of the net proceeds from ~~established~~our ~~competitors;~~sale of shares of common stock to Roth Principal Investments, if any, and you may not agree with how we use the proceeds and the proceeds may not be invested successfully.

●Our management team will have broad discretion as to the ~~adequacy~~use of the net proceeds from our IPsale ~~protection~~of shares of common stock to Roth Principal Investments, if any, and we could use such proceeds for purposes other than those contemplated at the time of commencement of this offering. Accordingly, you will be relying on the judgment of our ~~proprietary~~management ICteam ~~designs~~with regard to the use of those net proceeds, and ~~technologies;~~you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. It is possible that, pending their use, we may invest those net proceeds in a way that does not yield a favorable, or any, return for us. The failure of our management team to use such funds effectively could have a material adverse effect on our business, financial condition, operating results and cash flows.

●The Selling ~~customer~~Stockholder ~~concerns~~will ~~over~~pay less than the then-prevailing market price for our ~~financial~~shares ~~condition~~of ~~and~~common ~~viability~~stock, towhich becould acause ~~long-term~~the ~~profitable~~price ~~supplier;~~of our ~~and~~common stock to decline.

●The purchase price of our common stock to be sold to Roth Principal Investments under the ~~vigor~~Purchase ~~and~~Agreement ~~growth~~is derived from the market price of ~~markets~~our ~~served~~common stock on Nasdaq. Common stock to be sold to Roth Principal Investments pursuant to the Purchase Agreement will be purchased at a discounted price. The actual amount of proceeds we receive pursuant to each Purchase Notice (each, the “Purchase Amount”) is determined by ~~our~~multiplying ~~current~~the ~~and~~Purchase ~~prospective~~Amount ~~customers~~requested by the applicable purchase price. See section entitled “The Committed Equity Facility” for more information.

IfThe weSelling ~~experience~~Stockholder ~~significant~~may ~~delays~~sell inthe ~~bringing~~shares ~~our~~it ~~products~~receives toimmediately ~~market~~after receipt of such shares, ifand/or ~~customer~~may ~~adoption~~sell such shares short prior to the purchase of ~~our~~such ~~products~~shares, iswhich ~~delayed~~may orbe ifprior ~~our~~to ~~customers’ products~~final ~~that~~determination ~~include~~of ~~our~~the ~~products~~purchase ~~are~~price ~~not~~for ~~successful,~~such ~~this~~shares and could ~~have~~cause athe ~~material~~price of ~~adverse~~our ~~effect~~common onstock to decrease. If the price of our ~~anticipated~~common ~~revenues~~stock indeclines, ~~upcoming years~~then ~~due~~Roth toPrincipal ~~the~~Investments ~~potential~~may ~~loss~~pay ofa ~~design~~lower ~~wins~~purchase price ~~and~~for ~~future~~such ~~revenues~~shares.

Our main objective is the development and sale of our technologies to service providers, cloud networking, security, test and video system providers and their subsystem and component vendors and, if demand for these products does not grow, we may not achieve revenue growth and our strategic objectives.

We market and sell our products and technology to mmWave, cloud networking, communications, data center and other equipment providers and their subsystem and component vendors. We believe our future business and financial success depends on market acceptance and increasing sales of these products. To meet our growth and strategic objectives, networking infrastructure OEMs must incorporate our products into their systems and the demand for their systems must grow as well. We cannot provide assurance that sales of our products to these OEMs will increase substantially in the future or that the demand for our customers’ systems will increase. Our future revenues from these products may not increase in accordance with our growth and strategic objectives if, instead, our OEM customers modify their product designs, select products sold by our competitors or develop their own proprietary technologies. Moreover, demand for their products that incorporate our technologies may not grow or result in significant sales of such products due to factors affecting the customers and their business such as industry downturns, declines in capital spending in the enterprise and carrier markets or unfavorable macroeconomic conditions. Thus, the future success of our business depends in large part on factors outside our control, and sales of our products may not meet our revenue growth and strategic objectives.

Our failure to continue to develop new products and enhance our products on a timely basis could diminish our ability to attract and retain customers.

The existing and potential markets for our products are characterized by ever-increasing performance requirements, evolving industry standards, rapid technological change and product obsolescence. These characteristics lead to periodic changes in customer requirements, shorter product life cycles and changes in industry demands and mandate new product introductions and enhancements to maintain customer engagements and design wins. In order to attain and maintain a significant position in the market, we will need to continue to enhance and evolve our products and the underlying proprietary technologies in anticipation of these market trends although we do not have a large engineering staff.

Our future performance depends on a number of factors, including our ability to:

● identify target markets and relevant emerging technological trends;

● develop and maintain competitive technology by improving performance and adding innovative features that differentiate our products from alternative technologies;

● enable the incorporation of our products into customers’ products on a timely basis and at competitive prices; and

● respond effectively to new technological developments or new product introductions by others.

~~Our~~The ~~failure~~price toof ~~enhance~~our stock may be volatile, which could result in substantial losses for investors. Further, an active, liquid and orderly trading market for our ~~existing~~common ~~products~~stock may not be sustained, and ~~develop~~we ~~future~~do ~~products~~not ~~that~~know ~~achieve~~what ~~broad~~the market ~~acceptance~~price of our common stock will ~~harm~~be, ~~our~~and ~~competitive~~as ~~position~~a result ~~and~~it ~~impede~~may be difficult for you to sell your shares of our ~~future~~common ~~growth~~stock.

~~Our~~Although our common stock is listed on Nasdaq, the market for our shares has demonstrated varying levels of trading activity. Furthermore, an active trading market for our shares may not be sustained in the future. You may not be able to sell your shares quickly or at the market price if trading in shares of our common stock is not active. An inactive market may also impair our ability to raise capital by selling shares of our common stock and may impair our ability to enter into strategic partnerships or acquire companies or products ~~have~~by using ashares ~~lengthy~~of ~~sales~~our ~~cycle~~common stock as consideration, which ~~makes~~could ithave ~~difficult~~a material adverse effect on our business, financial condition, and results of operations. Further, the trading price of our common stock is likely to ~~predict~~be ~~success~~highly volatile and could be subject to wide fluctuations in ~~this~~response to various factors, some of which are beyond our control, including limited trading volume. In addition, the stock market in general, and technology companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the ~~timing~~operating performance of ~~future~~these ~~revenue~~companies. Broad market and industry factors may negatively affect the market price of our common stock, regardless of our actual operating performance. In the past, securities class action litigation has often been instituted against companies following periods of volatility in the market price of a company’s securities. This type of litigation, if instituted, could result in substantial costs and a diversion of management’s attention and resources, which could have a material adverse effect on our business, financial condition, and results of operations.

~~Our~~If products have a lengthy sales cycle, ranging from six to 24 months from the date of our initial proposal to a prospective customer until the date on which the customer confirms that it has designed our product into its system. An even lengthier period could ensue before we ~~would~~are ~~know~~unable ~~the volume of products that such customer will, or is likely~~ to, ~~order.~~satisfy ~~A number of factors can contribute to~~ the ~~length of~~continued ~~the~~listing ~~sales~~requirements ~~cycle including technical evaluations~~ of ~~our~~The ~~products~~Nasdaq byStock ~~the customers~~Market, ~~the design process required to integrate~~ our ~~products into~~common ~~the~~stock ~~customers’~~could ~~products~~be delisted and the ~~timing of the customers’ new product announcements. In anticipation of product orders,~~price ~~we may incur substantial costs before the sales cycle is complete~~ and ~~before~~liquidity we receive any customer payments. As a result, in the event that a sale is not completed or is cancelled or delayed, we may have incurred substantial expenses, making it more difficult for us to become profitable or otherwise negatively impacting our financial results. Furthermore, because of ~~this lengthy sales cycle, the recording of revenues from~~ our ~~selling~~common ~~efforts~~stock may be substantially delayed, our ability to forecast our future revenue may be more limited and our revenue may fluctuate significantly from quarter to quarter. We cannot provide any assurances that our efforts to build a strong and profitable business based on the sale of ICs will succeed. If these efforts are not successful, in light of the substantial resources that we have invested, our future operating results and cash flows could be materially and adversely affected.

~~The semiconductor~~Our ~~industry~~common isstock ~~cyclical~~may inlose ~~nature~~value and ~~subject~~could be delisted from Nasdaq due to ~~periodic~~several ~~downturns~~factors or a combination of such factors. While our common stock is currently listed on Nasdaq, ~~which~~we can ~~negatively~~give ~~affect~~no ~~our~~assurance ~~revenue~~that we will be able to satisfy the continued listing requirements of Nasdaq in the future, including but not limited to the corporate governance requirements and the minimum closing bid price requirement or the minimum equity requirement.

~~The~~If ~~semiconductor~~we ~~industry~~were ~~is cyclical and has experienced pronounced downturns for sustained periods of up~~ to ~~several~~be ~~years. To respond to any downturn~~delisted, ~~many~~we ~~semiconductor~~would ~~manufacturers~~expect ~~and~~our ~~their~~common ~~customers~~stock ~~will slow their research and development activities, cancel or delay new product developments, reduce their workforces and inventories and take a cautious approach~~ to ~~acquiring~~be ~~new~~traded ~~equipment and technologies. As a result, our business has been~~ in the ~~past~~over-the-counter ~~and~~market which could be adversely ~~affected~~affect in the ~~future by an industry downturn which could negatively~~ ~~impact~~liquidity of our ~~future~~common ~~revenue and profitability~~stock. ~~Also~~Additionally, ~~the~~we ~~cyclical~~could ~~nature~~face ofsignificant ~~the~~material ~~semiconductor~~adverse ~~industry~~consequences, ~~may cause our operating results to fluctuate significantly from year-to-year.~~including:

~~Our~~● ~~revenue has been highly concentrated among~~ a ~~small~~limited ~~number~~availability of ~~customers,~~market ~~and~~quotations for our ~~results~~common ~~of operations could be harmed if we lose a key revenue source and fail to replace it.~~stock;

~~Our overall~~● ~~revenue has been highly concentrated, with~~ a ~~few~~decreased ~~customers~~ability accounting for a significant percentage of our total revenue. For the year ended December 31, 2022, and three months ended September 30, 2023, our three largest customers represented approximately 63% and 81% of total revenue, respectively. We expect that a relatively small number of customers will continue to ~~account~~issue ~~for~~additional asecurities ~~substantial~~or ~~portion of~~obtain ~~our~~additional ~~revenue~~financing ~~for~~in the ~~foreseeable~~ future.;

~~As a~~● ~~result~~reduced ofliquidity ~~this~~for ~~revenue concentration,~~ our results of operations could be adversely affected by the decision of a single key customer to cease using our technology or products or by a decline in the number of products that incorporate our technology that are sold by a single licensee or customer or by a small group of licensees or customers.stockholders;

~~Our~~● ~~revenue~~potential ~~concentration may~~loss ~~also~~of ~~pose~~confidence ~~credit~~by ~~risks~~customers, ~~which~~collaboration ~~could~~partners ~~negatively affect our cash flow~~ and ~~financial~~employees; ~~condition.~~and

~~We might~~● ~~also~~loss ~~face credit risks associated with the concentration~~ of ~~our~~institutional ~~revenue~~investor ~~among a small number of licensees and customers~~interest. At December 31, 2022, four customers represented approximately 79% of total trade receivables, and, at September 30, 2023, two customers represented approximately 82% of total trade receivables. Our failure to collect receivables from any customer that represents a large percentage of receivables on a timely basis, or at all, could adversely affect our cash flow or results of operations.

In the event of a delisting, we can provide no assurance that any action taken by us to restore compliance with listing requirements would allow our common stock to become listed again, stabilize the market price or improve the liquidity of our common stock, prevent our common stock from dropping below the Nasdaq minimum bid price requirement, or prevent future non-compliance with Nasdaq’s listing requirements.

~~Our~~If securities ~~products~~or ~~must meet~~industry ~~exact~~analysts ~~specifications~~do ~~and~~not ~~defects~~publish ~~and~~research ~~failures~~or ~~may~~publish ~~occur,~~inaccurate ~~which~~or ~~may~~unfavorable ~~cause~~research ~~customers~~about toour ~~return~~business, orour ~~stop~~stock ~~buying~~price and ~~our~~trading ~~products~~volume could decline.

~~Our~~The ~~customers~~trading ~~generally~~market ~~establish demanding specifications~~ for ~~quality, performance and reliability that~~ our ~~products~~common ~~must~~stock ~~meet.~~depends ~~However, our products are highly complex and may contain defects and failures when they are first introduced or as new versions are released. If defects and failures occur~~ in ~~our~~part ~~products~~on ~~during~~ the ~~design~~research ~~phase or after, we could experience lost revenues, increased costs, including warranty~~ and ~~customer~~reports ~~support~~that ~~expenses~~securities ~~and penalties for non-performance stipulated in customer purchase agreements, delays in~~ or ~~cancellations or~~industry ~~rescheduling~~analysts ofpublish ~~orders~~about ~~or shipments, product returns or discounts, diversion of management resources or damage to our reputation and~~us brand equity, and in some cases consequential damages, any of which would harm our operating results. In addition, delays in our ability to fill product orders as a result of quality control issues may negatively impact our relationship with our customers. We cannot assure you that we will have sufficient resources to satisfy any asserted claims. Furthermore, any such defects, failures or ~~delays may be particularly damaging to us as we attempt to establish~~ our ~~reputation as a reliable provider of IC and module products~~business.

~~Because~~If one weor ~~sell~~ more of the analysts covering us downgrades our ~~products~~stock onor apublishes ~~purchase~~inaccurate ~~order~~or ~~basis~~unfavorable ~~and~~research ~~rely~~about onour ~~estimated~~business, ~~forecasts~~our stock price may decline. In addition, if one or more of these analysts ceases coverage of our ~~customers’~~company ~~needs~~or fails to publish reports on us regularly, ~~inaccurate~~demand ~~forecasts~~for our stock could ~~adversely affect~~decrease, which might cause our ~~business~~stock price and trading volume to decline.

WeProvisions ~~sell~~of our ~~products~~certificate ~~pursuant~~of toincorporation ~~individual~~and ~~purchase~~bylaws ~~orders~~or ~~rather~~Delaware ~~than~~law ~~long-term~~might purchase commitments. Therefore, we will rely on estimated demand forecasts, based upon input from our customers, to determine how much product to manufacture. Because our sales are based primarily on purchase orders, our customers may cancel, delay or ~~otherwise~~prevent ~~modify~~a ~~their~~change-of-control ~~purchase~~transaction ~~commitments~~and ~~with~~depress ~~little or no notice to us. For these reasons, we will generally have limited visibility regarding our customers’ product needs. In addition,~~ the ~~product design~~ ~~cycle~~market ~~for~~price ~~our customers can be lengthy and it may be difficult for us to accurately anticipate when they will commence commercial shipments~~ of ~~products that include~~ our ~~ICs or modules~~stock.

~~Furthermore,~~Various ifprovisions weof ~~experience~~our ~~substantial~~certificate ~~warranty~~of ~~claims,~~incorporation ~~our~~and ~~customers~~bylaws ~~may~~might ~~cancel~~have ~~existing~~the ~~orders~~effect orof ~~cease~~making toit ~~place~~more ~~future~~difficult ~~orders.~~for ~~Any~~a ~~cancellation~~third party to acquire, ~~delay~~ or ~~other~~discouraging ~~modification~~a inthird ~~our~~party ~~customers’~~from ~~orders~~attempting ~~could~~to ~~significantly~~acquire, ~~reduce~~control of our ~~revenue,~~company. ~~cause~~These ~~our~~provisions ~~operating~~could ~~results~~limit tothe ~~fluctuate~~price that certain ~~from~~investors ~~period~~might tobe ~~period~~willing ~~and~~to ~~make~~pay itin ~~more~~the ~~difficult~~future for usshares toof ~~predict~~ our ~~revenue~~common stock. InCertain of these provisions eliminate cumulative voting in the ~~event~~election of adirectors, ~~cancellation~~limit orthe ~~reduction~~right of anstockholders ~~order, we~~to ~~may~~call ~~not~~special ~~have~~meetings ~~enough~~and ~~time~~establish tospecific ~~reduce~~procedures ~~operating~~for ~~expenses~~director nominations toby ~~mitigate~~stockholders and the ~~effect~~submission of ~~the~~other ~~lost~~proposals ~~revenue~~for onconsideration ~~our~~at ~~business~~stockholder meetings.

IfWe weare ~~overestimate~~also ~~customer~~subject ~~demand~~to ~~for~~provisions ~~our~~of ~~products,~~Delaware welaw ~~may~~which ~~purchase~~could ~~products~~delay ~~from~~or ~~our~~make ~~manufacturers~~more ~~that~~difficult wea ~~cannot sell. Conversely~~merger, ~~if we~~tender ~~underestimate~~offer ~~customer~~or ~~demand~~proxy orcontest ifinvolving our ~~sufficient~~company. ~~manufacturing~~In ~~and~~particular, ~~testing~~Section ~~capacity~~203 ~~are~~of ~~unavailable,~~the weDelaware ~~would~~General ~~forego~~Corporation ~~revenue~~Law ~~opportunities and~~prohibits ~~could~~a ~~lose~~Delaware ~~market~~corporation ~~share~~from engaging in ~~the~~any business ~~markets~~combination ~~served~~with byany ~~our~~interested ~~products~~stockholder ~~and~~for ~~could~~a ~~incur~~period ~~penalty~~of ~~payments~~three ~~under~~years ~~our~~unless ~~customer~~specific ~~purchase~~conditions ~~agreements~~are met. In ~~addition,~~Any ~~our~~of ~~inability~~these toprovisions could ~~meet~~have ~~customer~~the ~~requirements~~effect ~~for~~of ~~our~~delaying, ~~products~~deferring ~~could~~or ~~lead~~preventing toa ~~delays~~change in ~~product~~control, ~~shipments~~including without limitation, ~~force~~discouraging ~~customers~~a toproxy contest ~~identify~~or ~~alternative~~making ~~sources~~more ~~and~~difficult ~~otherwise~~the ~~adversely~~acquisition ~~affect~~of ~~our~~a ~~ongoing~~substantial ~~relationships~~block ~~with~~of our ~~customers~~common stock.

WeUnder our ~~depend~~certificate onof ~~contract manufacturers~~incorporation, ~~for~~our board of directors may issue up to a ~~significant~~maximum ~~portion~~of 20,000,000 shares of ~~our~~preferred ~~revenue~~stock ~~from~~without stockholder approval on such terms as the ~~sale~~board might determine. The rights of ~~our~~the ~~products~~holders of common stock will be subject to, and might be adversely affected by, the rights of the holders of any preferred stock that might be issued in the future.

Many of our current and prospective OEM customers use third party contract manufacturers to manufacture their systems and these contract manufacturers purchase our products directly from us on behalf of the OEMs. Although we expect to work with our OEM customers in the design and development phases of their systems, these OEMs often give contract manufacturers some authority in product purchasing decisions. If we cannot compete effectively for the business of these contract manufacturers, or if any of the contract manufacturers that work with our OEM customers experience financial or other difficulties in their businesses, our revenue and our business could be adversely affected. For example, if a contract manufacturer becomes subject to bankruptcy proceedings, we may not be able to obtain our products held by the contract manufacturer or recover payments owed to us by the contract manufacturer for products already delivered to the contract manufacturer. If we are unable to persuade contract manufacturers to purchase our products, or if the contract manufacturers are unable to deliver systems with our products to OEMs on a timely basis, our business would be adversely affected.

~~We rely on independent~~THE ~~foundries~~COMMITTED ~~and~~EQUITY contractors for the manufacture, assembly, testing and packaging of our integrated circuits and modules, and the failure of any of these third parties to deliver products or otherwise perform as requested could damage our relationships with our customers and harm our sales and financial results.FACILITY

AsOn aJune ~~fabless~~30, ~~semiconductor company~~2026, we ~~rely~~entered oninto ~~third~~the ~~parties~~Purchase ~~for~~Agreement ~~substantially~~and ~~all~~the ofRegistration ~~our~~Rights ~~manufacturing~~Agreement ~~operations.~~with WeRoth ~~depend~~Principal onInvestments. ~~these~~Upon ~~parties~~the terms and subject to ~~supply~~the ussatisfaction ~~with~~of ~~material~~the conditions contained in athe ~~timely~~Purchase ~~manner~~Agreement, ~~that~~from ~~meets~~and ~~our~~after ~~standards~~the ~~for~~Commencement ~~yield~~Date, ~~cost~~we will ~~and~~have ~~quality.~~the Weright, doin ~~not~~our ~~have~~sole ~~long-term~~discretion, ~~supply~~to ~~contracts with~~sell ~~any~~to Roth Principal Investments up to $25,000,000 of shares of our ~~suppliers~~common orstock, ~~manufacturing~~subject to ~~service~~certain ~~providers~~limitations set forth in the Purchase Agreement, from time to time after the date of this prospectus and ~~therefore~~during ~~they~~the ~~are~~term ~~not~~of the ~~obligated~~Purchase toAgreement. ~~manufacture~~Sales ~~products~~of ~~for~~common stock by us ~~for any~~to ~~specific~~Roth ~~period~~Principal Investments under the Purchase Agreement, inand the timing of any such ~~specific~~sales, ~~quantity~~are orsolely at ~~any~~our ~~specified~~option, ~~price~~and ~~except~~we asare ~~may~~under beno ~~provided~~obligation into asell ~~particular~~any ~~purchase~~securities ~~order.~~to ~~Any~~Roth Principal Investments under the Purchase ~~problems~~Agreement. In accordance with our ~~manufacturing~~obligations ~~supply~~under ~~chain~~the Registration Rights Agreement, ~~including~~we ~~disruptions~~have ~~due~~filed the registration statement that includes this prospectus with the SEC to register under the ~~COVID-19~~Securities ~~global~~Act ~~pandemic,~~the ~~could~~resale ~~adversely~~by ~~impact~~Roth ~~our~~Principal ~~ability~~ Investments of up to ~~ship~~31,750,000 Purchase ~~our~~Shares ~~products~~that towe may, in our ~~customers~~sole ondiscretion, ~~time~~direct ~~and~~Roth inPrincipal Investments to purchase from us pursuant to the ~~quantity~~Purchase ~~required~~Agreement, from ~~which~~time into ~~turn~~time ~~could~~after ~~damage~~the ~~our~~date ~~customer~~of ~~relationships~~this prospectus and ~~impede market~~during ~~acceptance~~the term of ~~our~~the ICPurchase ~~products~~Agreement.

~~Our third-party~~We ~~wafer~~do ~~foundry and~~not ~~testing~~have ~~and~~the ~~assembly~~right ~~vendors~~to ~~are~~commence ~~located~~any insales ~~regions~~of atour ~~high~~common ~~risk~~stock ~~for~~to ~~earthquakes~~Roth ~~and~~Principal ~~other~~Investments ~~natural~~under ~~disasters and~~the Purchase Agreement until the ~~adverse~~Commencement ~~consequences~~Date, ~~related~~which is the date on which all of the conditions to Roth Principal Investments’ purchase obligation set forth in the ~~outbreak~~Purchase Agreement have initially been satisfied, none of ~~contagious~~which ~~diseases~~are in Roth Principal Investments’ control, ~~such~~including asthat the ~~COVID-19.~~registration ~~Any~~statement ~~disruption~~that toincludes this prospectus shall have been declared effective by the ~~operations~~SEC and the final form of ~~these~~this ~~foundries~~prospectus shall have been filed with the SEC. From and ~~vendors~~after ~~resulting~~the Commencement Date, we have the right, but not the obligation, from ~~earthquakes~~time to time at our sole discretion for a period of up to 36 months, unless the Purchase Agreement is earlier terminated, to direct Roth Principal Investments to purchase up to a specified maximum amount of shares of common stock in one or ~~other~~more ~~natural~~Market ~~disasters~~Open ~~could~~Purchases, ~~cause~~Intraday ~~significant~~Purchases, Pre-Market ~~delays~~Purchases and Post-Market Purchases as set forth in the ~~development~~Purchase Agreement, ~~production~~by timely delivering the applicable Purchase Notice for each such Purchase to Roth Principal Investments in accordance with the Purchase Agreement on any trading day we select as the Purchase Date therefor, ~~shipment~~so long as (i) the closing sale price of our common stock on the trading day immediately prior to such Purchase Date is not less than the Threshold Price and ~~sales~~(ii) all shares of ~~our~~common ICstock ~~products~~subject to all prior Purchases effected by us under the Purchase Agreement on or before the trading day immediately preceding such Purchase Date have been timely received by Roth Principal Investments at such time and in the manner set forth in the Purchase Agreement.

~~Certain~~From ~~vendors~~and ~~that~~after weCommencement, ~~utilize~~the toCompany ~~manufacture~~will ~~our~~control ~~products~~the ~~are~~timing ~~located~~and inamount ~~Asia,~~of asany ~~are~~sales ~~other~~of ~~foundries~~common westock ~~may~~to ~~use~~Roth inPrincipal ~~the future~~Investments. ~~Our vendors~~Actual ~~that~~sales ~~provide~~of ~~substrates~~shares ~~and wafer sorting and handle the testing~~ of our ~~products~~common ~~are~~stock ~~headquartered~~to inRoth ~~either~~Principal ~~Asia~~Investments orunder the ~~San~~Purchase ~~Francisco Bay~~Agreement ~~Area~~will ofdepend ~~California.~~on ~~The~~a ~~risk~~variety of anfactors ~~earthquake~~to be indetermined ~~the~~by ~~Pacific~~us ~~Rim~~from ~~region~~time ~~is significant due~~ to ~~the~~time, ~~proximity~~including, ofamong ~~major earthquake fault lines. The occurrence of earthquakes or~~ other ~~natural~~things, ~~disasters~~market ~~could~~conditions, ~~result in~~ the ~~disruption~~trading price of ~~the~~our ~~wafer~~common ~~foundry~~stock ~~or assembly~~ and ~~test~~determinations ~~capacity~~by ofus ~~the~~as ~~third parties that supply these services~~ to usthe ~~and~~appropriate ~~may~~sources ~~impede~~of ~~our~~funding ~~research~~for ~~and development efforts as well as~~ our ~~ability to~~company ~~market~~ and ~~sell~~its ~~our products~~operations. ~~We may not be able to obtain alternate capacity on favorable terms, if at all.~~

~~Global pandemics~~Under the applicable Nasdaq rules, ~~such~~in asno event may we issue to Roth Principal Investments under the ~~COVID-~~Purchase Agreement shares of common stock in excess of the Exchange Cap (or 3,004,114 shares of common stock, representing 19.99% ~~pandemic~~of the shares of our common stock outstanding immediately prior to the execution of the Purchase Agreement), unless ~~along~~(i) ~~with~~we ~~outbreaks~~obtain stockholder approval to issue shares of ~~new~~common ~~contagious~~stock ~~diseases~~in excess of the Exchange Cap in accordance with applicable Nasdaq rules, or (ii) the ~~resurgence~~average price per share paid by Roth Principal Investments for all of ~~existing~~the ~~diseases~~shares of common stock that we direct ~~significantly~~Roth ~~affect~~Principal Investments to purchase from us pursuant to the ~~Asia-Pacific~~Purchase ~~region~~Agreement, ~~could~~if ~~disrupt~~any, equals or exceeds $0.9853 (representing the sum ~~operations~~of (i) $0.1664 and (ii) the lower of (a) the official closing price of our ~~key~~common ~~suppliers~~stock on Nasdaq on the trading day immediately preceding the execution of the Purchase Agreement and ~~manufacturing~~(b) ~~partners~~the average official closing price of our common stock on Nasdaq for the five consecutive trading days ending on the trading day immediately preceding the execution of the Purchase Agreement, adjusted as required by Nasdaq to take into account, among other things, our payment of the Commitment Fee to Roth Principal Investments), so that the Exchange Cap limitation will not apply to issuances and sales of common stock pursuant to the Purchase Agreement.

~~Disruptions in~~Moreover, ~~our~~we ~~supply~~may ~~chain~~not ~~due~~issue or sell any shares of common stock to ~~shortages~~Roth inPrincipal Investments under the ~~global~~Purchase ~~semiconductor~~Agreement ~~supply~~which, ~~chain~~when ~~could~~aggregated with ~~cause~~all ~~delays~~other ~~for~~shares ~~customers~~of common stock then beneficially owned by Roth Principal Investments and ~~impact~~its ~~revenue~~affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 thereunder), would result in Roth Principal Investments beneficially owning shares of common stock in excess of the 4.99% Beneficial Ownership Limitation.

We have and may continue to experience disruptions in our global semiconductor supply chain, with suppliers increasing lead times or placing products on allocation, including procuring necessary components, wafers, substrates and assembly services in a timely fashion. As a result of these supply chain disruptions, we have had to increase customer order lead times, and we may be required some products on allocation. We may be unable to satisfy all of the demand for our products, which may adversely affect customer relationships and impact revenue.

Price increases from our supply chain can adversely impact revenue or reduce margins.

Our suppliers can increase the price of products and services provided to us. Finding and qualifying alternate or additional suppliers in response to increased pricing from suppliers can be a lengthy process and can lead to production delays or additional costs, and such alternatives are sometimes not available. If we are unable to increase the price of our products to our customers in response to increased costs, we would face reduced margins.

Any claim that our products or technology infringe third party IP rights could increase our costs of operation and distract management and could result in expensive settlement costs or the discontinuance of our technology licensing or product offerings. In addition, we may incur substantial litigation expense which would adversely affect our profitability.

The semiconductor industry is characterized by vigorous protection and pursuit of IP rights or positions which has resulted in often protracted and expensive litigation. We are not aware of any third party IP that our products or technology would infringe. However, like many companies of our size with limited resources, we have not searched for all potentially applicable IP in the public databases. It is possible that a third party now has, or may in the future obtain, patents or other intellectual property rights that our products or technology may now, or in the future, infringe. Our licensees and IC customers, or we, might, from time to time, receive notice of claims that we have infringed patents or other IP rights of others. Litigation against us can result in significant expense and divert the efforts of our technical and management personnel whether or not the litigation has merit or results in a determination adverse to us.

The net ~~discovery~~proceeds ofto us from sales that we elect to make to Roth Principal Investments under the Purchase Agreement, if any, will depend on ~~defects~~the infrequency and prices at which we sell shares of our ~~technology~~common ~~and~~stock ~~products~~to ~~could~~Roth ~~expose~~Principal Investments. We expect that any proceeds received by us from such sales to ~~liability~~Roth Principal Investments will be used for ~~damages~~working capital and general corporate purposes.

~~The~~Neither ~~discovery~~we ofnor aRoth ~~defect~~Principal inInvestments ~~our~~may ~~technologies~~assign ~~and~~or ~~products~~transfer ~~could~~any ~~lead~~of our ~~customers~~respective torights ~~seek~~or ~~damages~~obligations ~~from~~under ~~us.~~the ~~Many~~Purchase ofAgreement ~~our agreements with customers~~or ~~include~~the ~~provisions~~Registration ~~waiving~~Rights ~~implied~~Agreement, ~~warranties~~and ~~regarding~~no ~~our~~provision ~~technology~~of ~~and~~the ~~products~~Purchase ~~and~~Agreement ~~limiting~~or ~~our~~the ~~liability~~Registration toRights ~~our~~Agreement ~~customers.~~may ~~We cannot~~ be ~~certain,~~modified ~~however,~~or waived ~~that~~by ~~the~~us ~~waivers~~ or ~~limitations~~Roth ofPrincipal ~~liability contained in our agreements with customers will be enforceable~~Investments.

WeAs consideration ~~might~~for ~~not~~Roth ~~be able~~Principal Investments’ commitment to ~~protect~~purchase ~~and~~shares ~~enforce~~of common stock at our IPdirection ~~rights~~upon the terms and subject to the conditions set forth in the Purchase Agreement, we agreed to pay to Roth Principal Investments the Commitment Fee of $500,000, which ~~could~~is ~~impair~~equal to 2.0% of Roth Principal Investments’ $25,000,000 total aggregate dollar amount purchase commitment under the Purchase Agreement. The Commitment Fee will be paid over time by Roth Principal Investments withholding cash amounts equal to 10% of the total aggregate Purchase Price payable by Roth Principal Investments to us in connection with each Purchase of shares of our ~~ability~~common stock effected under the Purchase Agreement, until such time as Roth Principal Investments shall have received from such cash withholdings a total aggregate amount in cash equal to ~~compete~~$500,000, ~~and~~representing ~~reduce~~the entire Commitment Fee payable to Roth Principal Investments pursuant to the ~~value~~Purchase Agreement, provided, however, in the event the Purchase Agreement is terminated by us within 90 days following the effective date of ~~our~~the ~~technology~~registration statement of which this prospectus forms a part, the cash commitment fee shall be due in full and we shall pay or cause to be paid such cash commitment fee to Roth Principal Investments within three (3) business days of such termination.

~~Our~~In ~~technology is complex and is intended for use in complex systems. For example~~addition, ~~our~~we ~~licensees’~~have ~~products~~agreed ~~utilize~~to ~~our~~reimburse ~~embedded~~Roth ~~memory and/or~~Principal ~~interface~~Investments ~~technology~~for ~~and~~the aInitial ~~large~~Legal ~~number~~Fee ofReimbursement ~~companies~~Amount ~~manufacture and market these products. Because~~ of ~~these factors~~$100,000, ~~policing the~~upon ~~unauthorized use of~~ our execution ~~IP is difficult and expensive. We cannot be certain that we will be able to detect unauthorized use~~ of ~~our technology~~the orPurchase ~~prevent~~Agreement ~~other parties from designing~~ and ~~marketing~~the ~~unauthorized~~Registration ~~products~~Rights ~~based~~Agreement, onfor ~~our technology. In~~ the ~~event~~reasonable welegal ~~identify any~~fees ~~past~~and ordisbursements ~~present infringement~~ of ~~our~~Roth ~~patents, copyrights or trademarks, or any violation of our trade secrets, confidentiality procedures~~Principal orInvestments’ ~~licensing~~legal ~~agreements,~~counsel wein ~~cannot~~connection ~~assure~~with ~~you that~~ the ~~steps~~transactions ~~taken~~contemplated by usthe toPurchase ~~protect~~Agreement ~~our~~and ~~proprietary~~the ~~information~~Registration ~~will be adequate to prevent~~Rights ~~misappropriation~~Agreement. ofWe ~~our~~have ~~technology.~~also ~~Our~~agreed ~~inability~~ to ~~adequately~~reimburse ~~protect~~Roth ~~our~~Principal IPInvestments ~~would reduce significantly~~ the ~~barriers~~Additional ofInvestor ~~entry~~Legal ~~for~~Fee ~~directly competing~~Reimbursement ~~technologies~~Amount ~~and could reduce the value~~ of ~~our~~up ~~technology. Furthermore~~to $7,500 weper ~~might~~fiscal ~~initiate~~quarter ~~claims or litigation against third parties~~ for ~~infringement~~the ofreasonable ~~our~~legal ~~proprietary~~fees ~~rights~~and ordisbursements ~~to establish the validity~~ of ~~our~~Roth ~~proprietary~~Principal ~~rights.~~Investments’ ~~Litigation~~legal bycounsel usin ~~could result~~connection inwith ~~significant~~quarterly ~~expense~~ and ~~divert~~annual ~~the~~bring-down ~~efforts~~due ofdiligence ~~our~~investigations ~~technical~~ and ~~management~~related ~~personnel~~matters ~~whether~~as orcontemplated ~~not~~by ~~such~~the ~~litigation~~Purchase ~~results in a determination favorable to us~~Agreement.

~~Our~~We have ~~existing~~agreed, ~~patents~~subject to limited exceptions, from the date of the Purchase Agreement through the effective date of the registration statement ~~might~~of which this prospectus forms a part, not ~~provide~~to usoffer, ~~with~~sell, ~~sufficient~~contract ~~protection~~to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of, directly or indirectly any shares of common stock or any securities convertible into or exchangeable for our common IPstock either owned as of the date of the Purchase Agreement or thereafter acquired without the prior written consent of Roth Principal Investments. Roth Principal Investments may, in its sole discretion and ~~our~~at ~~patent~~any ~~applications~~time ~~might~~or ~~not~~from ~~result~~time into time before the ~~issuance~~termination of ~~patents~~the lock-up period, ~~either of~~without ~~which~~notice, ~~could~~release ~~reduce~~all ~~the~~or ~~value~~any portion of ~~our~~the ~~core~~securities ~~technology~~subject ~~and~~to ~~harm~~this ~~our~~lock-up ~~business~~restriction.

WeThe ~~rely~~Purchase onAgreement ~~a combination of patents, trademarks, trade secret laws~~ and ~~confidentiality~~the ~~procedures~~Registration toRights ~~protect~~Agreement ~~our~~contain IPcustomary ~~rights.~~representations, Wewarranties, ~~cannot~~conditions beand indemnification ~~sure~~obligations ~~that any patents will be issued from any~~ of ~~our~~the ~~pending~~parties. ~~applications~~Copies ~~or that any claims allowed from pending applications will be~~ of ~~sufficient~~the ~~scope~~agreements orhave ~~strength,~~been orfiled ~~issued~~as inexhibits ~~all countries where our products can be sold,~~ to ~~provide~~the ~~meaningful~~registration ~~protection~~statement orthat ~~any~~includes ~~commercial~~this prospectus ~~advantage~~and toare ~~us.~~available ~~Failure~~electronically ofon ~~our~~the ~~patents~~SEC’s orwebsite ~~patent~~at ~~applications to provide meaningful protection might allow others to utilize our technology without any compensation to us~~www.sec.gov.

If our intangible assets become impaired, we would be required to record a charge to earnings.

We review our intangible assets for impairment when events or changes in circumstances, such as a decline in our stock price and/or market capitalization, indicate the carrying value may not be recoverable. If our intangible assets are deemed to be impaired, an impairment loss equal to the amount by which the carrying amount exceeds the fair value of the assets would be recognized. We would be required to record an impairment charge in our financial statements during the period in which any impairment of our intangible assets is determined, which would negatively affect our results of operations.

If we fail to retain key personnel, our business and growth could be negatively affected.

Our business has been dependent to a significant degree upon the services of a small number of executive officers and technical employees. The loss of key personnel could negatively impact our technology development efforts, our ability to deliver products under our existing agreements, maintain strategic relationships with our partners and obtain new customers. We generally have not entered into employment or non-competition agreements with any of our employees and do not maintain key-man life insurance on the lives of any of our key personnel.

~~Our ability to~~Purchases ~~utilize our net operating loss carryforwards is limited as a result~~ of anCommon ~~“ownership~~Stock ~~change,”~~Under ~~as defined in Section 382 of~~ the ~~Internal~~Purchase ~~Revenue~~Agreement ~~Code of 1986, as amended.~~

AsMarket ofOpen December 31, 2022, we had over $238 million of net operating loss, or NOL, carryforwards for U.S. federal tax purposes. Under U.S. federal income tax law, we generally can use our NOL carryforwards (and certain related tax credits) to offset ordinary taxable income, thereby reducing our U.S. federal income tax liability, for up to 20 years from the year in which the losses were generated, after which time they will expire. Our California NOL carryforwards (and certain related tax credits) generally may be used to offset future state taxable income for 20 years from the year in which the losses are generated, depending on the state, after which time they will expire. The rate at which we can utilize our NOL carryforwards is limited (which could result in NOL carryforwards expiring prior to their use) each time we experience an “ownership change,” as determined under Section 382 of the Internal Revenue Code. A Section 382 ownership change generally occurs if a shareholder or a group of shareholders who are deemed to own at least 5% of our common stock increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. If an ownership change occurs, Section 382 generally would impose an annual limit on the amount of post-ownership change taxable income that may be offset with pre-ownership change NOL carryforwards equal to the product of the total value of our outstanding equity immediately prior to the ownership change (reduced by certain items specified in Section 382) and the U.S. federal long-term tax-exempt interest rate in effect at the time of the ownership change. A number of special and complex rules apply in calculating this Section 382 limitation. While the complexity of Section 382 makes it difficult to determine whether and when an ownership change has occurred, and a formal study has not been performed, we believe that a Section 382 ownership change occurred as a result of our business combination with Peraso Technologies Inc. in 2021. The Company believes this Section 382 limitation will result in substantially all of our federal and state NOLs federal tax credit carryforwards incurred prior to December 2021 expiring before they can be utilized. In addition, our ability to use our NOL carryforwards will be limited to the extent we fail to generate enough taxable income in the future before they expire. Existing and future Section 382 limitations and our inability to generate enough taxable income in the future could result in a substantial portion of our NOL carryforwards expiring before they are used. We have recorded a full valuation allowance for our deferred tax assets.Purchases

~~Acquisitions or~~From ~~other~~and ~~business~~after ~~combinations~~the ~~that~~Commencement Date, we ~~pursue~~will inhave the ~~future~~right, ~~whether~~but or not ~~consummated~~the obligation, ~~could~~from ~~result~~time to time at our sole discretion for a period of up to 36 months, unless the Purchase Agreement is earlier terminated, beginning on the Commencement Date, to direct Roth Principal Investments to purchase a specified number of shares of common stock, not to exceed the applicable Maximum Market Open Purchase Amount, in ~~other~~a ~~operating~~Market Open Purchase under the Purchase Agreement, by timely delivering a written Market Open Purchase Notice to Roth Principal Investments, after 7:30 a.m., Eastern time, and ~~financial~~prior ~~difficulties~~to 9:00 a.m., Eastern time, on any trading day we select as the Purchase Date for such Market Open Purchase, so long as:

In ● the ~~future~~closing wesale ~~may~~price ~~seek~~of toour ~~acquire~~common ~~additional~~stock ~~product~~on ~~lines,~~the ~~technologies~~trading orday ~~businesses~~immediately inprior ~~an effort~~ to ~~increase~~such ~~our~~Purchase ~~growth,~~Date ~~enhance~~is ~~our ability~~not toless ~~compete,~~than ~~complement~~the ~~our~~Threshold ~~product~~Price; ~~offerings,~~and ~~enter~~● ~~new~~all ~~and~~shares ~~adjacent~~of ~~markets,~~common ~~obtain~~stock ~~access~~subject to ~~additional~~all ~~technical~~prior ~~resources, enhance~~Purchases ~~our~~effected IPby ~~rights~~us orunder ~~pursue~~the ~~other~~Purchase ~~competitive~~Agreement ~~opportunities.~~on ~~If we seek acquisitions~~ or ~~other~~before ~~business~~the ~~combinations,~~trading weday ~~may~~immediately ~~not~~preceding ~~be able~~such toPurchase ~~identify~~Date ~~suitable~~have ~~candidates~~been attimely ~~prices~~received weby ~~consider~~Roth ~~appropriate.~~Principal WeInvestments ~~cannot~~prior ~~readily~~to ~~predict~~ the ~~timing~~time orwe ~~size~~deliver ofsuch ~~our~~Market ~~future~~Open ~~acquisitions or~~Purchase ~~combinations, or the success of any such transactions~~Notice.

ToThe ~~the~~Maximum ~~extent~~Market ~~that~~Open wePurchase ~~consummate~~Amount ~~acquisitions,~~applicable ~~combinations~~to orsuch ~~investments,~~Market weOpen ~~may~~Purchase ~~face~~will ~~financial~~be ~~risks~~equal ~~as a result, including increased costs associated with merged or acquired operations, increased indebtedness, economic dilution~~ to ~~gross~~the ~~and~~lesser ~~operating profit and earnings per share, or unanticipated costs and liabilities. Acquisitions may involve additional risks, including~~of:

● the acquired product lines, technologies or businesses may not improve our financial and strategic position as planned;

	●	2,000,000 shares of common stock; and

	●	the Market Open Purchase Percentage (as specified in the applicable Market Open Purchase Notice for such Purchase) of the total aggregate number (or volume) of shares of our common stock traded on Nasdaq during the applicable Market Open Purchase Valuation Period for such Market Open Purchase.

●The actual wenumber ~~may~~of ~~determine~~shares of common stock that Roth Principal Investments will be required to purchase in a Market Open Purchase, which we ~~have~~refer ~~overpaid~~to ~~for~~as the ~~product~~Market ~~lines,~~Open ~~technologies~~Purchase orShare ~~businesses~~Amount, orwill be equal to the number of shares that we specify in the ~~economic~~applicable ~~conditions~~Market Open ~~underlying~~Purchase ~~our~~Notice, ~~acquisition~~subject ~~have~~to ~~changed;~~adjustment to the extent necessary to give effect to the applicable Maximum Market Open Purchase Amount and other applicable limitations set forth in the Purchase Agreement, including the Beneficial Ownership Limitation and, if then applicable, the Exchange Cap.

●The per weshare ~~may~~purchase ~~have~~price ~~difficulty~~that ~~integrating~~Roth Principal Investments will be required to pay for the ~~operations~~Market ~~and~~Open ~~personnel~~Purchase Share Amount in a Market Open Purchase effected by us pursuant to the Purchase Agreement, if any, will be equal to the VWAP of our common stock for the ~~acquired~~applicable Market ~~company;~~Open Purchase Valuation Period on the Purchase Date for such Market Open Purchase, less a fixed 3.0% discount to the VWAP for such Market Open Purchase Valuation Period. The Market Open Purchase Valuation Period for a Market Open Purchase is defined in the Purchase Agreement as the period beginning at the official open (or “commencement”) of the regular trading session on Nasdaq on the applicable Purchase Date for such Market Open Purchase, and ending at the earliest to occur of:

● we3:59 ~~may~~p.m., ~~have~~Eastern ~~difficulty~~time, ~~retaining~~on such Purchase Date or such earlier time publicly announced by the ~~employees~~trading ~~with~~market as the ~~technical~~official ~~skills~~close ~~needed~~of tothe ~~enhance~~primary ~~and~~trading ~~provide~~session ~~services~~on ~~with~~such ~~respect~~Purchase toDate; ● such time that the ~~acquired~~total ~~product~~aggregate ~~lines~~number (or ~~technologies~~volume) of shares of common stock traded on Nasdaq during such Market Open Purchase Valuation Period reaches the applicable Market Open Purchase Volume Maximum for such Market Open Purchase, which will be determined by dividing (a) the applicable Market Open Purchase Share Amount for such Market Open Purchase, by (b) the Market Open Purchase Percentage we specified in the applicable Market Open Purchase Notice for such Market Open Purchase); and ● if we further specify in the applicable Market Open Purchase Notice for such Market Open Purchase that a Limit Order Discontinue Election shall apply to such Market Open Purchase, such time that the trading price of our common stock on Nasdaq during such Market Open Purchase Valuation Period (calculated in accordance with the Purchase Agreement) falls below the applicable VWAP Minimum Price Threshold.

● the acquisition may be viewed negatively by customers, employees, suppliers, financial markets or investors;

● we may have difficulty incorporating the acquired product lines or technologies with our existing technologies;

● we may encounter a competitive response, including price competition or IP litigation;

● we may become a party to product liability or IP infringement claims as a result of our sale of the acquired company’s products;

●Under the Purchase Agreement, for purposes of calculating the volume of shares of common stock traded during a Market Open Purchase Valuation Period, including for purposes of determining whether the applicable Market Open Purchase Volume Maximum for a Market Open Purchase has been reached, for purposes of calculating the VWAP of our common stock for the applicable Market Open Purchase Valuation Period, and to the extent that we ~~may~~specify ~~incur~~in ~~one-time~~the ~~charges~~applicable Market Open Purchase Notice that the Limit Order Discontinue Election will apply, the following transactions, to the extent they occur during such asMarket Open Purchase Valuation Period, shall be excluded: (x) the opening or first purchase of common stock at or following the official open of the regular trading session on Nasdaq on the applicable Purchase Date for ~~acquired~~such ~~in-process~~Market ~~research~~Open Purchase, (y) the last or closing sale of common stock at or prior to the official close of the regular trading session on Nasdaq on the applicable Purchase Date for such Market Open Purchase, and ~~development~~(z) ~~costs~~if we have specified in the applicable Market Open Purchase Notice for such Market Open Purchase that a Limit Order Continue Election, rather than a Limit Order Discontinue Election, shall apply to such Market Open Purchase, all purchases and ~~restructuring~~sales ~~charges;~~of common stock on Nasdaq during such Market Open Purchase Valuation Period at a price per share that is less than the applicable VWAP Minimum Price Threshold for such Market Open Purchase.

~~● we may acquire goodwill and other intangible assets that are subject to impairment tests, which could result in future impairment charges;~~Intraday Purchases

●In addition ~~our~~to ~~ongoing~~the ~~business~~Market Open Purchases described above, from and ~~management’s~~after ~~attention~~the ~~may~~Commencement beDate, ~~disrupted~~we will also have the right, but not the obligation, subject to the continued satisfaction of the conditions set forth in the Purchase Agreement, to direct Roth Principal Investments to make Intraday Purchases (whether or ~~diverted~~not a Market Open Purchase is effected on such Purchase Date), not to exceed the applicable Intraday Purchase Maximum Amount, in an Intraday Purchase under the Purchase Agreement, by ~~transition~~timely ordelivering ~~integration~~a ~~issues~~written Intraday Purchase Notice to Roth Principal Investments, after 10:00 a.m., Eastern time (and after the ~~complexity~~Market ofOpen ~~managing~~Purchase ~~geographically~~Valuation orPeriod ~~culturally~~for ~~diverse~~any ~~enterprises;~~earlier Market Open Purchase and the Intraday Purchase Valuation Period for the most recent prior Intraday Purchase effected on the same Purchase Date if applicable, have ended), and prior to 2:00 p.m., Eastern time, on such Purchase Date, so long as:

●the closing sale price of our ~~due~~common ~~diligence~~stock ~~process~~on ~~may~~the ~~fail~~trading day immediately prior to ~~identify~~such ~~significant~~Purchase ~~existing~~Date ~~issues~~is ~~with~~not less than the ~~target~~Threshold ~~business.~~Price; and

~~From~~all ~~time~~shares of common stock subject to ~~time,~~all weprior ~~may~~Purchases ~~enter~~(as ~~into~~applicable) ~~negotiations~~effected ~~for~~by ~~acquisitions~~us under the Purchase Agreement on or ~~investments~~before ~~that~~the ~~are~~trading day ~~not~~immediately ~~ultimately~~preceding ~~consummated.~~such ~~These~~Purchase ~~negotiations~~Date, ~~could result~~including inall ~~significant~~prior ~~diversion~~purchases ofeffected ~~management~~on ~~time,~~the assame ~~well~~Purchase Date as ~~substantial~~such ~~out-of-pocket~~applicable ~~costs~~Intraday Purchase, ~~any~~have ofbeen ~~which~~timely ~~could~~received ~~have~~by aRoth ~~material~~Principal ~~adverse effect~~Investments on ~~our~~the ~~business,~~applicable ~~operating~~Purchase ~~results~~Share ~~and~~Delivery ~~financial~~Dates ~~condition~~for such prior Purchases in accordance with the Purchase Agreement.

~~Holders~~The Intraday ofPurchase ~~exchangeable shares~~Maximum ~~are~~Amount ~~expected~~applicable to ~~experience~~such aIntraday ~~delay~~Purchase inwill ~~receiving~~be ~~shares~~equal ofto ~~our common stock from~~ the ~~date~~lesser ~~they request an exchange, which may affect the value~~ of ~~the shares the holder receives in an exchange.~~:

Holders of exchangeable shares who request to receive shares of our common stock in exchange for their exchangeable shares will not receive shares of our common stock until several business days after the applicable request is received. During this period, the market price of our common stock may increase or decrease. Any such increase or decrease would affect the value of the consideration to be received by such holder of exchangeable shares upon a subsequent sale of the common stock received in the exchange.

	●	2,000,000 shares of common stock; and

	●	the Intraday Purchase Percentage (as specified by us in the applicable Intraday Purchase Notice for such Intraday Purchase) of the total aggregate number (or volume) of shares of our common stock traded on Nasdaq during the applicable Intraday Purchase Valuation Period for such Intraday Purchase.

WeThe actual ~~are~~number aof ~~“smaller reporting~~shares ~~company”~~of ~~and~~common stock that Roth Principal Investments will be required to purchase in an Intraday Purchase, which we refer to as athe ~~result~~Intraday ofPurchase Share Amount, will be equal to the ~~reduced~~number ~~disclosure~~of ~~and~~shares ~~governance~~that ~~requirements~~we specify in the applicable Intraday Purchase Notice, subject to ~~smaller~~adjustment ~~reporting~~to ~~companies,~~the extent necessary to give effect to the applicable Intraday Purchase Maximum Amount and other applicable ~~our~~limitations ~~common~~set ~~stock~~forth ~~may~~in bethe ~~less~~Purchase ~~attractive~~Agreement, toincluding ~~investors~~the Beneficial Ownership Limitation and, if then applicable, the Exchange Cap.

We are a “smaller reporting company,” and are subject to lesser disclosure obligations in our SEC filings compared to other issuers. Specifically, “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings, are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting and have certain other decreased disclosure obligations in their SEC filings, including, among other things, only being required to provide two years of audited financial statements in annual reports. Decreased disclosures in our SEC filings due to our status as a “smaller reporting company” may make it harder for investors to analyze our operating results and financial prospects.

War, terrorism, other acts of violence, natural disasters and global pandemics, such as the COVID-19 pandemic and associated macroeconomic pressures in the markets in could adversely impact our business.

Geopolitical issues around the world can impact macroeconomic conditions and could have a material adverse impact on our business. For instance, world unrest due to wars, terrorist attacks and other disruptive events, such as the COVID-19 pandemic, have led to global economic disruptions, and mounting inflationary cost pressures and recessionary fears have negatively impacted the global and domestic economy. Since mid-2022, the U.S. Federal Reserve has addressed elevated inflation by continuously increasing interest rates, as inflation remains elevated. Given current market conditions, we may be unable to access the capital markets, and additional capital may only be available to us on terms that could be significantly detrimental to our existing stockholders and to our business.

Sustained inflation could have a material adverse effect on our business, financial condition, results of operations and liquidity.

Inflation rates in the markets in which we operate have increased and may continue to rise. Inflation over the last several months has led us to experience higher costs, including, among others, labor, wafer and transportation. Our suppliers have raised their prices and may continue to raise prices, and, although we have made minimal price increases thus far, in the competitive markets in which we operate, we may not be able to make corresponding price increases to preserve our gross margins and profitability. In addition, inflationary pressures could cause customers to delay or reduce purchases of our products or delay payments to us. If inflation rates continue to rise or remain elevated for a sustained period of time, they could have a material adverse effect on our business, financial condition, results of operations and liquidity.

~~Risks~~The per ~~Related~~share purchase price that Roth Principal Investments will be required to ~~this~~pay ~~Offering~~for ~~and~~the ~~Ownership~~Intraday Purchase Share Amount in an Intraday Purchase effected by us pursuant to the Purchase Agreement, if any, will be calculated in the same manner as in the case of ~~Our~~a ~~Common~~Market Open ~~Stock~~Purchase (including the same 3.0% fixed percentage discount to the applicable VWAP used to calculate the per share purchase price for a Market Open Purchase as described above), provided that the VWAP used to determine the purchase price for the Intraday Purchase Share Amount to be purchased in an Intraday Purchase will be equal to the VWAP for the applicable Intraday Purchase Valuation Period on the Purchase Date for such Intraday Purchase. The Intraday Purchase Valuation Period for an Intraday Purchase is defined in the Purchase Agreement as the period during the regular trading session on Nasdaq on such Purchase Date, beginning at the latest to occur of:

~~Purchasers~~● such time of ~~common stock~~confirmation inof ~~this~~Roth ~~offering~~Principal ~~will~~Investments’ ~~experience~~receipt ~~immediate~~of ~~and~~the ~~substantial~~applicable ~~dilution~~Intraday inPurchase Notice; ● such time that the ~~net~~Market ~~tangible~~Open ~~book~~Purchase ~~value~~Valuation ofPeriod ~~their~~for ~~investment.~~any ~~You~~prior ~~may experience~~Market ~~further~~Open ~~dilution~~Purchase ~~upon~~effected on the ~~exercise~~same ofPurchase ~~outstanding~~Date ~~stock~~(if ~~options~~any) has ended; and ~~warrants,~~● orsuch time that the ~~conversion~~Intraday orPurchase ~~exchange~~Valuation ofPeriod ~~other~~for ~~securities.~~the most recent prior Intraday Purchase effected on the same Purchase Date (if any) has ended,

~~The~~and ~~public~~ending ~~offering~~at ~~price per share of common stock in this offering is substantially higher than~~ the ~~net~~earliest ~~tangible book value per share of our common stock before giving effect~~ to ~~this~~occur ~~offering. Based on a public offering price~~ of $ per share, if you purchase common stock in this offering, you will incur immediate substantial dilution of approximately $ per share, representing the difference between the public offering price per share of common stock and our as adjusted net tangible book value as of September 30, 2023. Furthermore, if outstanding options or warrants are exercised, other securities are converted or exchanges for shares of common stock, you could experience further dilution. For a further description of the dilution that you will experience immediately after this offering, see the section in this prospectus entitled “Dilution.”:

A substantial number of shares of common stock may be sold in the market following this offering, which may depress the market price for our common stock.

	●	3:59 p.m., Eastern time, on such Purchase Date or such earlier time publicly announced by the trading market as the official close of the regular trading session on such Purchase Date;

	●	such time that the total aggregate number (or volume) of shares of common stock traded on Nasdaq during such Intraday Purchase Valuation Period reaches the applicable Intraday Purchase Share Volume Maximum for such Intraday Purchase, which will be determined by dividing (a) the applicable Intraday Purchase Share Amount for such Intraday Purchase, by (b) the Intraday Purchase Percentage we specified in the applicable Intraday Purchase Notice for determining the applicable Intraday Purchase Share Amount for such Intraday Purchase; and

~~Sales of~~● aif ~~substantial~~we ~~number~~further ofspecify ~~shares~~Limit ofOrder ~~our~~Discontinue ~~common~~Election ~~stock~~ in the ~~public~~applicable ~~market~~Intraday ~~following~~Purchase ~~this~~Notice ~~offering~~for ~~could~~such ~~cause~~Intraday ~~the~~Purchase, ~~market~~such ~~price~~time ofthat ~~our common stock to decline. A substantial majority of~~ the ~~outstanding~~trading ~~shares~~price of our common stock ~~are,~~on ~~and~~Nasdaq ~~the~~during ~~shares~~such ofIntraday ~~common~~Purchase ~~stock~~Valuation ~~sold in~~Period ~~this~~(calculated ~~offering~~in ~~upon~~accordance ~~issuance~~with ~~will~~the ~~be,~~Purchase ~~freely~~Agreement) ~~tradable~~falls ~~without~~below ~~restriction~~the orapplicable ~~further~~VWAP ~~registration~~Minimum ~~under~~Price ~~the Securities Act~~Threshold.

~~Upon~~As ~~completion~~with ofMarket ~~this~~Open ~~offering~~Purchases, ~~based~~for onpurposes ~~our~~of ~~shares~~calculating ~~outstanding~~the asvolume of ~~September~~shares 30of common stock traded during an Intraday Purchase Valuation Period, ~~2023~~including for purposes of determining whether the applicable Intraday Purchase Share Volume Maximum for an Intraday Purchase has been reached, wefor ~~will~~purposes ~~have~~of ~~[ ]~~calculating ~~shares~~the VWAP of our common stock ~~outstanding~~for the applicable Intraday Purchase Valuation Period, the ~~which~~following ~~(along~~transactions, ~~with~~to the ~~shares~~extent ~~purchased~~they inoccur ~~this~~during ~~offering~~such Intraday Purchase Valuation Period, are excluded: (x) ~~may~~the beopening ~~resold~~or ~~into~~first purchase of common stock at or following the ~~public~~official ~~market~~open ~~immediately~~of ~~without~~the ~~restriction,~~regular ~~unless~~trading session on Nasdaq on the applicable Purchase Date for ~~owned~~such Intraday Purchase, (y) the last or ~~purchased~~closing bysale ~~our~~of ~~“affiliates”~~common asstock ~~that~~at ~~term~~or isprior ~~defined~~to the official close of the regular trading session on Nasdaq on the applicable Purchase Date for such Intraday Purchase, and (z) if we have specified in ~~Rule~~the ~~144~~applicable ~~under~~Intraday Purchase Notice for such Intraday Purchase that a Limit Order Continue Election, rather than a Limit Order Discontinue Election, shall apply to such Intraday Purchase, all purchases and sales of common stock on Nasdaq during such Intraday Purchase Valuation Period at a price per share that is less than the ~~Securities~~applicable ~~Act~~VWAP Minimum Price Threshold for such Intraday Purchase.

AsWe ofmay, ~~September~~in ~~30,~~our ~~2023~~sole discretion, ~~there~~timely ~~were shares~~deliver ~~subject~~multiple Intraday Purchase Notices to ~~outstanding~~Roth ~~options~~Principal ~~and shares~~Investments ~~subject~~prior to ~~outstanding~~2:00 p.m., Eastern ~~restricted~~time, ~~stock~~on ~~units~~a ~~under~~single ~~our~~Purchase ~~equity~~Date ~~compensation~~to ~~plans,~~effect asmultiple ~~applicable.~~Intraday WePurchases ~~have~~on ~~registered~~such ~~the~~same ~~shares~~Purchase ofDate, ~~common~~provided ~~stock~~that ~~available~~the Market Open Purchase Valuation Period for ~~issuance~~any ~~under~~earlier Market Open Purchase effected on the ~~Company’s~~same ~~2019~~Purchase ~~Stock~~Date ~~Incentive~~(as ~~Plan~~applicable) and the ~~Peraso~~Intraday ~~Technologies~~Purchase ~~Inc.~~Valuation Period ~~2009~~for ~~Share~~the ~~Option~~most ~~Plan~~recent ~~under~~prior ~~the Securities~~Intraday ~~Act~~Purchase effected on ~~Registration~~the ~~Statements~~same onPurchase ~~Form~~Date ~~S-8~~have ended prior to 2:00 p.m., ~~The~~Eastern ~~registered~~time, ~~shares~~on such ~~can~~Purchase beDate, ~~freely~~and ~~sold~~so inlong ~~the~~as ~~public~~all ~~market~~shares ~~upon~~of ~~issuance,~~ common stock subject to ~~volume~~all ~~limitations~~prior Purchases (as applicable) toeffected ~~affiliates~~by ~~and~~us under the Purchase ~~lock-up~~Agreement, ~~agreements~~including ~~described~~all ~~above,~~prior topurchases effected on the ~~extent~~same Purchase Date as such applicable Intraday Purchase, have been timely received by Roth Principal Investments on the applicable Purchase Share Delivery Dates for such prior Purchases in accordance with the Purchase Agreement.

As of September 30, 2023, we had outstanding warrants exercisable for shares with a weighted average exercise price of $ per share. The shares of our common stock underlying such warrants will, upon issuance, be freely tradeable without restriction or further registration under the Securities Act.

There may be future sales of our common stock, which could adversely affect the market price of our common stock and dilute a stockholder’s ownership of common stock.

The sale of our common stock resulting from (a) exercise of any options or vesting of restricted stock units granted to executive officers and other employees under our equity compensation plan and (b) of any warrants, and other issuances of our common stock could have an adverse effect on the market price of the shares of our common stock. Other than the restrictions set forth in the section titled “Underwriting,” we are not restricted from issuing additional shares of common stock, including any securities that are convertible into or exchangeable for, or that represent the right to receive shares of common stock, provided that we are subject to the requirements of the Nasdaq Capital Market (which generally requires stockholder approval for any transactions which would result in the issuance of more than 20% of our then outstanding shares of common stock or voting rights representing over 20% of our then outstanding shares of stock). Sales of a substantial number of shares of our common stock in the public market or the perception that such sales might occur could materially adversely affect the market price of the shares of our common stock. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Accordingly, our stockholders bear the risk that our future offerings will reduce the market price of our common stock and dilute their stock holdings in us.

WeThe terms ~~have~~and ~~broad~~limitations ~~discretion~~ that will apply to ~~determine~~each ~~how~~subsequent additional Intraday Purchase effected on the same Purchase Date will be the same as those applicable to ~~use~~any earlier Market Open Purchase (as applicable) and any earlier Intraday Purchase effected on the ~~funds~~same ~~raised~~Purchase Date inas ~~this~~such ~~offering~~subsequent additional Intraday Purchase, and ~~may~~the ~~use~~per ~~them~~share inpurchase ~~ways~~price for the shares of common stock that ~~may~~we ~~not~~elect ~~enhance~~to sell ~~our~~to ~~operating~~Roth ~~results~~Principal Investments in each subsequent additional Intraday Purchase effected on the same Purchase Date as an earlier Market Open Purchase (as applicable) and/or earlier Intraday Purchase(s) effected on such Purchase Date will be calculated in the same manner ~~price~~as in the case of ~~our~~such ~~common~~earlier ~~stock~~Market Open Purchase (as applicable) and such earlier Intraday Purchase(s) effected on the same Purchase Date as such subsequent additional Intraday Purchase, with the exception that the Intraday Purchase Valuation Period for each subsequent additional Intraday Purchase will begin and end at different times (and may vary in duration) during the regular trading session on such Purchase Date, in each case as determined in accordance with the Purchase Agreement.

~~Our~~In ~~management~~the ~~will~~case ~~have~~of ~~broad~~Market ~~discretion~~Open ~~over~~Purchases, ~~the~~Intraday ~~use~~Purchases, ofPre-Market ~~net~~Purchases ~~proceeds~~and ~~from~~Post-Market ~~this~~Purchases ~~offering,~~effected ~~and~~by weus ~~could~~under ~~spend~~ the ~~net~~Purchase Agreement, ~~proceeds~~if ~~from~~any, ~~this~~all ~~offering in~~share ~~ways~~and ~~our~~dollar ~~stockholders~~amounts ~~may~~used ~~not~~in ~~agree~~determining ~~with~~the orpurchase ~~that~~price doper ~~not~~share ~~yield~~of acommon ~~favorable~~stock ~~return,~~to ifbe atpurchased ~~all.~~by WeRoth Principal ~~currently~~Investments ~~expect~~in toa ~~use~~Market ~~the~~Open ~~net~~Purchase, ~~proceeds from~~an ~~this~~Intraday ~~offering~~Purchase, ~~for~~a ~~working~~Pre-Market ~~capital~~Purchase ~~and~~or ~~other~~a ~~general~~Post-Market ~~corporate~~Purchase ~~purposes~~(as applicable), or ~~including~~in ~~costs~~determining ~~and~~the ~~expenses~~applicable ~~associated~~maximum ~~with~~purchase ~~being~~share aamounts ~~public company.~~or ~~However,~~applicable ~~our~~volume ~~use~~or ofminimum ~~these~~price ~~net~~threshold ~~proceeds~~in ~~may~~connection ~~differ~~with ~~substantially~~any such ~~from~~Purchase ~~our~~(as ~~current~~applicable), ~~plans.~~in Ifeach wecase, dowill ~~not~~be ~~invest~~equitably oradjusted ~~apply~~for ~~the~~any ~~net~~reorganization, recapitalization, non-cash dividend, ~~proceeds~~stock ofsplit, ~~this~~reverse ~~offering~~stock insplit ~~ways~~or ~~that~~other ~~improve~~similar ~~our~~transaction ~~operating~~occurring ~~results,~~during weany ~~may~~period ~~fail~~used to ~~achieve~~calculate ~~expected~~such ~~financial~~per ~~results~~share purchase price, maximum ~~which~~purchase ~~could~~share ~~cause our~~amounts ~~stock~~or ~~price~~applicable tovolume ~~decline~~or minimum price thresholds.

~~There is no public~~Pre-Market ~~market for the warrants being offered in this offering.~~Purchases

~~There~~In isaddition noto ~~established~~Market ~~public~~Open ~~trading~~Purchases ~~market~~and ~~for~~Intraday Purchases described above, from and after the ~~warrants~~Commencement ~~being~~Date, ~~offered~~we will also have the right, but not the obligation, subject to the continued satisfaction of the conditions set forth in ~~this~~the ~~offering~~Purchase Agreement, ~~and~~to wedirect Roth doPrincipal Investments to purchase a specified number of shares of common stock (each, a “Pre-Market Purchase”), not to ~~expect~~exceed the lesser of (such lesser number of shares, the “Pre-Market Purchase Maximum Amount”): (i) 1,000,000 shares of common stock and (ii) up to a ~~market~~certain percentage (not to ~~develop~~exceed 20.0%), Inwhich we will specify in the applicable Pre-Market Purchase Notice ~~addition~~for such Pre-Market Purchase (such specified percentage, wethe do“Pre-Market ~~not~~Purchase ~~intend~~Percentage”), of the total aggregate number (or volume) of shares of our common stock traded on Nasdaq during the applicable Pre-Market Purchase Valuation Period for such Pre-Market Purchase (such specified number of shares to ~~apply~~be purchased by Roth Principal Investments, adjusted to ~~list~~the extent necessary to give effect to the ~~warrants~~applicable onPre-Market ~~any~~Purchase ~~national~~Maximum ~~securities~~Amount ~~exchange~~as orset ~~other~~forth ~~nationally~~in ~~recognized~~the ~~trading~~Purchase ~~system~~Agreement, the “Pre-Market Purchase Share Amount”), ~~including~~by the ~~Nasdaq~~delivery ~~Capital~~to Roth Principal Investments of an irrevocable written purchase notice for such Pre-Market Purchase (each, a “Pre-Market Purchase Notice”), after 7:00 a.m., ~~Without~~Eastern antime, ~~active~~and ~~market~~prior to 8:30 a.m., Eastern time, on any trading day we select as the ~~liquidity~~Purchase Date for such Pre-Market Purchase, so long as (i) the closing sale price of the ~~warrants~~common ~~will~~stock beon ~~limited~~Nasdaq on the trading day immediately prior to such Purchase Date is not less than the Threshold Price and (ii) all shares of common stock subject to all prior Purchases effected by us under the Purchase Agreement on or before the trading day immediately preceding such Purchase Date have been timely received by Roth Principal Investments on the applicable Purchase Share Delivery Dates for such prior Purchases in accordance with the Purchase Agreement.

~~Holders~~The per ofshare ~~warrants purchased~~purchase price that Roth Principal Investments will be required to pay for the Pre-Market Purchase Share Amount in ~~this~~a ~~offering~~Pre-Market Purchase effected by us pursuant to the Purchase Agreement, if any, will ~~have~~be nocalculated ~~rights~~in a similar manner as in the case of a ~~common~~Market Open ~~stockholder~~Purchase, ~~until~~except ~~such~~that ~~holder~~the ~~exercises~~VWAP ~~its~~will ~~warrants~~be calculated over the applicable Pre-Market Purchase Valuation Period and ~~acquires~~will ~~our~~reflect ~~common~~a fixed ~~shares,~~6.0% ~~except~~discount asto ~~set~~the ~~forth~~VWAP infor such ~~warrants~~Pre-Market Purchase Valuation Period (calculated in accordance with the Purchase Agreement).

~~Until~~Post-Market holders of warrants acquire shares of our common stock upon exercise thereof, such holders will have no rights with respect to the shares of our common stock underlying the warrants. Upon exercise of the warrants, the holders will be entitled to exercise the rights of a common stockholder only as to matters for which the record date occurs after the exercise date.Purchases

~~The~~In addition ~~warrants~~to ~~are~~Market Open Purchases, Intraday Purchases and Pre-Market Purchases described above, from and after the Commencement Date, ~~speculative~~we will also have the right, but not the obligation, subject to the continued satisfaction of the conditions set forth in ~~nature~~the Purchase Agreement, to direct Roth Principal Investments to purchase a specified number of shares of common stock (each, a “Post-Market Purchase”), not to exceed the lesser of (such lesser number of shares, the “Post-Market Purchase Maximum Amount”): (i) 1,000,000 shares of common stock and (ii) up to a certain percentage (not to exceed 20.0%), which we will specify in the applicable Post-Market Purchase Notice for such Post-Market Purchase (such specified percentage, the “Post-Market Purchase Percentage”), of the total aggregate number (or volume) of shares of our common stock traded on Nasdaq during the applicable Post-Market Purchase Valuation Period for such Post-Market Purchase (such specified number of shares to be purchased by Roth Principal Investments, adjusted to the extent necessary to give effect to the applicable Post-Market Purchase Maximum Amount as set forth in the Purchase Agreement, the “Post-Market Purchase Share Amount”), by the delivery to Roth Principal Investments of an irrevocable written purchase notice for such Post-Market Purchase (each, a “Post-Market Purchase Notice”), after 4:05 p.m., Eastern time, and prior to 5:00 p.m., Eastern time, on any trading day we select as the Purchase Date for such Post-Market Purchase, so long as (i) the closing sale price of the common stock on Nasdaq on such Purchase Date is not less than the Threshold Price and (ii) all shares of common stock subject to all prior Purchases effected by us under the Purchase Agreement on or before the trading day immediately preceding such Purchase Date have been timely received by Roth Principal Investments on the applicable Purchase Share Delivery Dates for such prior Purchases in accordance with the Purchase Agreement.

The warrants do not confer any rights of common stock ownership on their holders, such as voting rights or the right to receive dividends, but rather merely represent the right to acquire shares of common stock at a fixed price for a limited period of time. Specifically, holders of the common warrants may exercise their right to acquire the common stock and pay an exercise price of $ per share, subject to certain adjustments, commencing immediately until expiration on the fifth anniversary of the date of issuance, after which period any unexercised common warrants will expire and have no further value. Moreover, following this offering, the market value of the warrants, if any, is uncertain and there can be no assurance that the market value of the warrants will equal or exceed their imputed offering price. The warrants will not be listed or quoted for trading on any market or exchange. There can be no assurance that the market price of the common stock will ever equal or exceed the exercise price of the warrants, and consequently, it may not ever be profitable for holders of the warrants to exercise the warrants.

Potential volatility of the price of our common stock could negatively affect your investment.

We cannot assure you that there will continue to be an active trading market for our common stock. Historically, the stock market, as well as our common stock, has experienced significant price and volume fluctuations. The closing market price for our common stock has varied between a high of $ on , and a low of $ on , in the twelve-month period ended . During this time, the price per share of common stock has ranged from an intra-day low of $ per share to an intra-day high of $ per share. Market prices of securities of technology companies can be highly volatile and frequently reach levels that bear no relationship to the operating performance of such companies. These market prices generally are not sustainable and are subject to wide variations. If our common stock trades to unsustainably high levels, it is likely that the market price of our common stock will thereafter experience a material decline. As a result of fluctuations in the price of our common stock, you may be unable to sell your shares at or above the price you paid for them. In addition, if we seek additional financing, including through the sale of equity or convertible securities, such sales could cause our stock price to decline and result in dilution to existing stockholders.

~~In addition, the stock markets~~The inper ~~general,~~share ~~and~~purchase ~~the~~price ~~markets~~that ~~for~~Roth ~~semiconductor~~Principal ~~stocks~~Investments inwill ~~particular,~~be ~~have~~required ~~experienced~~to ~~significant~~pay ~~volatility~~for ~~that has often been unrelated to~~ the ~~financial~~Post-Market ~~condition~~Purchase orShare ~~results~~Amount ofin ~~operations~~a ofPost-Market Purchase ~~particular~~effected ~~companies.~~by ~~These~~us ~~broad~~pursuant ~~market~~to ~~fluctuations may adversely affect~~ the ~~trading~~ ~~price~~Purchase ofAgreement, ~~our~~if ~~common stock and~~any, ~~consequently,~~will ~~adversely~~be ~~affect~~calculated ~~the~~in ~~price~~a atsimilar ~~which~~manner ~~you~~as ~~could sell the shares that you purchase~~ in ~~this~~ ~~offering. In~~ the ~~past,~~case ~~following periods~~ of ~~volatility~~a ~~in the market or significant price declines, securities class~~Pre-~~action litigation~~Market ~~has~~Purchase, ~~often~~with ~~been~~a ~~instituted~~fixed ~~against companies~~6.0% ~~Such~~discount ~~litigation,~~to ifthe ~~instituted~~VWAP ~~against~~for ~~us,~~the ~~could~~applicable ~~result~~Post-Market inPurchase ~~substantial~~Valuation ~~costs~~Period ~~and~~(calculated ~~diversion of~~in ~~management’s~~accordance ~~attention and resources, which could materially and adversely affect our business, financial condition, results~~with ofthe ~~operations~~Purchase ~~and growth prospects~~Agreement).

WeAt or ~~intend~~prior to ~~effect~~5:30 p.m., Eastern time, on the applicable Purchase Date for a ~~reverse~~Market ~~stock~~Open ~~split~~Purchase, Intraday Purchase and/or Pre-Market Purchase, or 9:30 p.m., Eastern time, on ~~January~~the 2applicable Purchase Date for a Post-Market Purchase, ~~2024~~Roth Principal Investments will provide us with a written confirmation for such Purchase, ~~which~~as ~~may~~applicable, ~~adversely~~setting ~~impact~~forth the ~~market~~applicable purchase price of(both ~~our~~on a per share basis and the total aggregate purchase price) to be paid by Roth Principal Investments for the shares of common stock purchased by Roth Principal Investments in such Purchase.

~~We filed an amendment to our~~The ~~certificate~~payment ~~of incorporation to effect a reverse stock split of our outstanding common stock at a ratio of 1-~~for~~-40 shares~~, ~~which~~ ~~will~~against ~~become~~delivery ~~effective at 4:01 p.m. Eastern Time on January 2~~of, ~~2024.~~shares ~~The effect~~ of ~~the reverse stock split upon the market price of our~~ common stock ~~cannot~~purchased beby ~~predicted~~Roth ~~with~~Principal ~~certainty~~Investments ~~and~~in ~~there~~any isPurchase nounder ~~assurance~~the ~~that~~Purchase ~~our common stock~~ Agreement will ~~trade~~be atfully asettled ~~price~~on ~~consistent with such a reverse stock split, once effective. Accordingly, it is possible that~~ the ~~market~~trading ~~price~~day ofimmediately ~~our common stock~~ following the ~~reverse stock~~applicable ~~split~~Purchase ~~will~~Date ~~decline,~~for ~~possibly~~such ~~more~~Purchase, ~~than~~as ~~would~~set ~~occur~~forth in the ~~absence of a reverse stock split~~Purchase Agreement.

~~The effective increase in the number of~~Conditions ~~shares~~Precedent ~~of our common stock available for issuance that will occur as a result of our reverse stock split could result in further dilution~~ to ~~our~~Commencement ~~existing stockholders~~ and ~~have~~Each ~~antitakeover implications.~~Purchase

~~The reverse stock split alone~~Roth ~~will~~Principal ~~have~~Investments’ noobligation ~~effect~~to onaccept ~~our~~Purchase ~~authorized~~Notices ~~capital~~that ~~stock,~~are ~~and~~timely ~~the~~delivered ~~total~~by ~~number~~us ofunder ~~authorized shares will remain~~ the ~~same~~Purchase asAgreement ~~before~~and ~~the reverse~~to ~~stock~~purchase ~~split. The reverse stock split of our issued and outstanding~~ shares ~~will increase the number~~ of ~~shares of~~ our common stock ~~(or~~in ~~securities convertible~~Market orOpen ~~exchangeable~~Purchases, ~~for~~Intraday ~~our~~Purchases, ~~common~~Pre-Market ~~stock)~~Purchases ~~available~~and ~~for~~Post-Market ~~issuance~~Purchases ~~by decreasing~~ under the ~~number~~Purchase ofAgreement, ~~shares~~are ofsubject ~~our~~to ~~common~~(i) ~~stock~~the ~~issued and~~initial ~~outstanding.~~satisfaction, ~~The additional available shares will be available for issuance from time to time~~ at the ~~discretion~~Commencement, ofand ~~our~~(ii) ~~board~~the ~~of directors when opportunities arise~~satisfaction, ~~without~~at ~~further stockholder action or~~ the ~~related~~applicable “Purchase ~~delays~~Condition ~~and~~Satisfaction ~~expenses,~~Time” ~~except~~ (as ~~may~~such beterm ~~required~~is ~~for~~defined ain ~~particular transaction by law,~~ the ~~rules~~Purchase ofAgreement) ~~any exchange~~ on ~~which~~the ~~our~~applicable ~~securities~~Purchase ~~may~~Date for ~~then~~each bePurchase ~~listed,~~after orthe ~~other~~Commencement ~~agreements~~Date, ~~or restrictions. Any issuance~~ of ~~additional~~the ~~shares~~conditions ofprecedent ~~our~~thereto ~~common~~set ~~stock~~forth ~~would~~in ~~increase~~ the ~~number~~Purchase ofAgreement, ~~outstanding~~all ~~shares~~ of ~~our common stock and (unless such issuance~~which ~~was~~are ~~pro-rata~~entirely ~~among~~outside ~~existing stockholders) the percentage ownership~~ of ~~existing~~Roth ~~stockholders~~Principal ~~would~~Investments’ ~~be diluted accordingly. In addition~~control, ~~any~~ ~~such~~which ~~issuance~~conditions ofincluding ~~additional shares of our common stock could have~~ the ~~effect of diluting the earnings per share and book value per share of outstanding shares of our common stock.~~following:

~~Additionally~~● the accuracy in all material respects of the representations and warranties of the Company included in the Purchase Agreement; ● the Company having performed, ~~once~~satisfied and complied in all material respects with all covenants, agreements and conditions required by the ~~reverse stock~~Purchase ~~split~~Agreement isto ~~effective~~be performed, satisfied or complied with by the ~~effective~~Company; ~~increase~~● inthe registration statement that includes this prospectus (and any one or more additional registration statements filed with the ~~number~~SEC ofthat include shares ~~available~~of ~~for~~common ~~issuance~~stock ~~could,~~that may be issued and sold by the Company to Roth Principal Investments under ~~certain~~the ~~circumstances,~~Purchase ~~have anti-takeover~~Agreement) ~~implications.~~having ~~For~~been ~~example~~declared effective under the Securities Act by the SEC, and Roth Principal Investments being able to utilize this prospectus (and the prospectus included in any one or more additional registration statements filed with the SEC under the Registration Rights Agreement) to resell all of the shares of common stock included in this prospectus (and included in any such additional prospectuses); ● the SEC shall not have issued any stop order suspending the effectiveness of the registration statement that ~~will~~includes ~~become~~this ~~available~~prospectus ~~for~~(or ~~issuance~~any ~~could~~one or more additional registration statements filed with the SEC that include shares of common stock that may be ~~used~~issued and sold by us the Company to ~~oppose~~Roth aPrincipal ~~hostile~~Investments ~~takeover~~under ~~attempt~~the Purchase Agreement) or toprohibiting ~~delay~~or suspending the use of this prospectus (or ~~prevent~~the ~~changes~~prospectus included in ~~control~~any one or ~~our~~more ~~management.~~additional ~~Although~~registration ~~our~~statements ~~decision~~filed towith ~~effect~~the ~~a reverse~~SEC under the Registration Rights Agreement), and the absence of any suspension of qualification or exemption from qualification of the common stock ~~split~~for isoffering ~~prompted~~or bysale ~~other~~in ~~considerations~~any jurisdiction; ● FINRA shall not have provided an objection to, and shall have confirmed in writing that it has determined not byto raise any objections with respect to the ~~threat~~fairness and reasonableness of, the terms and arrangements of the transactions contemplated by the Purchase Agreement and the Registration Rights Agreement; ● there shall not have occurred any ~~hostile~~event ~~takeover~~and ~~attempt~~there shall not exist any condition or state of facts, ~~stockholders~~which ~~should~~makes ~~be aware~~any statement of a material fact made in the registration statement that ~~our~~includes ~~reverse~~this prospectus (or in any one or more additional registration statements filed with the SEC that include shares of common stock ~~split~~that ~~could~~may ~~facilitate~~be ~~future~~issued ~~efforts~~and sold by usthe Company to ~~deter~~Roth Principal Investments under the Purchase Agreement) untrue or ~~prevent~~which requires the making of any additions to or changes to the statements contained therein in ~~control,~~order ~~including~~to ~~transactions~~ state a material fact required by the Securities Act to be stated therein or necessary in order to make the statements then made therein (in the case of this prospectus or the prospectus included in any one or more additional registration statements filed with the SEC under the Registration Rights Agreement, in the light of the circumstances under which ~~our~~they ~~stockholders~~were ~~might~~made) ~~otherwise~~not ~~receive~~misleading; a● ~~premium~~this ~~for~~prospectus, ~~their~~in ~~shares~~final ~~over~~form, ~~then-current~~shall ~~market~~have ~~prices.~~been filed with the SEC under the Securities Act prior to Commencement, and all reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the SEC pursuant to the reporting requirements of the Exchange Act shall have been filed with the SEC;

Provisions of our certificate of incorporation and bylaws or Delaware law might delay or prevent a change-of-control transaction and depress the market price of our stock.

Various provisions of our certificate of incorporation and bylaws might have the effect of making it more difficult for a third party to acquire, or discouraging a third party from attempting to acquire, control of our company. These provisions could limit the price that certain investors might be willing to pay in the future for shares of our common stock. Certain of these provisions eliminate cumulative voting in the election of directors, limit the right of stockholders to call special meetings and establish specific procedures for director nominations by stockholders and the submission of other proposals for consideration at stockholder meetings.

We● ~~are~~trading ~~also~~in ~~subject~~the tocommon ~~provisions of~~stock ~~Delaware~~shall ~~law~~not ~~which~~have ~~could~~been ~~delay~~suspended by the SEC or ~~make~~Nasdaq, ~~more~~the ~~difficult~~Company shall not have received any final and non-appealable notice that the listing or quotation of the common stock on Nasdaq, shall be terminated on a ~~merger~~date certain (unless, ~~tender~~prior ~~offer~~to such date, the common stock is listed or ~~proxy~~quoted ~~contest~~on ~~involving~~any ~~our~~other ~~company.~~Eligible InMarket, ~~particular~~as such term is defined in the Purchase Agreement), ~~Section~~ ~~203~~and there shall be no suspension of, or restriction on, accepting additional deposits of the ~~Delaware~~common ~~General~~stock, ~~Corporation~~electronic ~~Law~~trading ~~prohibits~~or abook-entry ~~Delaware~~services ~~corporation~~by ~~from~~The ~~engaging~~Depository Trust Company with respect to the common stock; ● the Company shall have complied with all applicable federal, state and local governmental laws, rules, regulations and ordinances in connection with the execution, delivery and performance of the Purchase Agreement and the Registration Rights Agreement; ● the absence of any ~~business~~statute, ~~combination~~regulation, ~~with~~order, decree, writ, ruling or injunction by any ~~interested~~ ~~stockholder~~court ~~for~~or agovernmental ~~period~~authority of ~~three~~competent ~~years~~jurisdiction ~~unless~~which ~~specific~~prohibits ~~conditions~~the ~~are~~consummation ~~met.~~of ~~Any~~or that would materially modify or delay any of ~~these~~the ~~provisions~~transactions ~~could~~contemplated ~~have~~by the ~~effect~~Purchase Agreement or the Registration Rights Agreement; ● the absence of ~~delaying~~ any action, ~~deferring~~suit or ~~preventing~~proceeding abefore any arbitrator or any court or governmental authority seeking to restrain, prevent or change the transactions contemplated by the Purchase Agreement or the Registration Rights Agreement, or seeking material damages in ~~control~~connection with such transactions; ● all of the shares of common stock that may be issued pursuant to the Purchase Agreement shall have been approved for listing or quotation on Nasdaq (or if the common stock is not then listed on Nasdaq, ~~including~~then ~~without~~on ~~limitation~~any Eligible Market); ● no condition, ~~discouraging~~occurrence, astate ~~proxy~~of ~~contest~~facts or ~~making~~event ~~more~~constituting ~~difficult~~ a Material Adverse Effect (as such term is defined in the ~~acquisition~~Purchase Agreement) shall have occurred and be continuing; ● the absence of any bankruptcy proceeding against the Company commenced by a ~~substantial~~third ~~block~~party, and the Company shall not have commenced a voluntary bankruptcy proceeding, consented to the entry of ~~our~~an ~~common~~order ~~stock~~for relief against it in an involuntary bankruptcy case, consented to the appointment of a custodian of the Company or for all or substantially all of its property in any bankruptcy proceeding, or made a general assignment for the benefit of its creditors; and ● the receipt by Roth Principal Investments of the legal opinions and negative assurances, bring-down legal opinions and negative assurances, and audit comfort letters, in each case as required under the Purchase Agreement.

~~Under our certificate of incorporation,~~Termination ~~our board~~ of ~~directors may issue up to a maximum of 20,000,000 shares of preferred stock without stockholder approval on such terms as~~ the ~~board~~Purchase ~~might determine. The rights of the holders of common stock will be subject to, and might be adversely affected by, the rights of the holders of any preferred stock that might be issued in the future.~~Agreement

~~Our outstanding common stock warrants are~~Unless ~~accounted~~earlier ~~for~~terminated as aprovided ~~warrant liability and recorded at fair value with changes~~ in ~~fair~~the ~~value~~Purchase ~~each period reported in earnings~~Agreement, ~~which~~the ~~may have~~Purchase anAgreement ~~adverse~~will ~~effect~~terminate automatically on the ~~market~~earliest ~~price~~to occur of ~~our common stock.~~:

In● ~~accordance with generally accepted accounting principles in~~ the ~~United~~first ~~States,~~day weof ~~are required to evaluate our outstanding common stock warrants to determine whether they should be accounted for as a warrant liability or as equity. At each reporting period (1)~~ the ~~warrants~~month ~~will~~next befollowing ~~reevaluated for proper accounting treatment as a liability or equity and (2)~~ the ~~fair~~36-month ~~value~~anniversary of the ~~liability~~Commencement ofDate; ~~the~~● ~~warrants will be re-measured. The change in~~ the ~~fair~~date ~~value~~on ofwhich ~~the~~Roth ~~liability~~Principal ~~will~~Investments beshall ~~recorded~~have aspurchased ~~other~~shares ~~income (expense) in our statement~~ of ~~operations~~common ~~and~~stock ~~comprehensive~~under ~~loss.~~the ~~This accounting~~Purchase ~~treatment~~Agreement ~~may~~for ~~adversely~~an ~~affect~~aggregate ~~the~~gross ~~market~~purchase price ofequal ~~our~~to ~~securities~~$25, ~~as we may incur additional expense. In addition~~000,000; ~~changes in~~● the ~~inputs~~date ~~and~~on ~~assumptions~~which ~~for~~ the ~~valuation~~common ~~model~~stock weshall ~~use~~have failed to ~~determine~~be ~~the~~listed ~~fair~~or ~~value~~quoted ofon ~~such~~Nasdaq ~~liability~~or ~~may~~any ~~have~~other aEligible ~~material~~Market ~~impact on~~for ~~the~~a ~~estimated~~period ~~fair value~~ of ~~the~~one ~~warrant~~trading ~~liability.~~day; As● athe ~~result,~~30th ~~our~~trading ~~financial~~day ~~statements~~after ~~and~~the ~~results~~date ~~of operations will fluctuate quarterly, based~~ on ~~various factors, many of~~ which ~~are~~a ~~outside~~voluntary ofor ~~our~~involuntary ~~control,~~bankruptcy ~~including~~proceeding ~~the~~involving ~~share price of~~ our ~~common~~company ~~stock.~~has Webeen ~~expect~~commenced that weis ~~will recognize~~not ~~non-cash~~discharged ~~gains~~ or ~~losses~~dismissed onprior ~~our~~to ~~warrants~~such or30th ~~any~~trading ~~other~~day; ~~similar derivative instruments in each reporting period~~ and ~~that~~● the ~~amount of~~date ~~such~~on ~~gains~~which ora ~~losses~~bankruptcy ~~could~~custodian beis ~~material.~~appointed ~~We expect that the common warrants will be accounted~~ for asall aor ~~liability~~substantially ~~rather~~all ~~than equity. The impact~~ of ~~changes~~our inproperty, ~~fair~~or ~~value~~we onmake ~~earnings~~a ~~may~~general ~~have~~assignment anfor ~~adverse effect on~~ the ~~market~~benefit ~~price~~ of our ~~common stock~~creditors.

If we are unable to satisfy the continued listing requirements of The Nasdaq Stock Market, our common stock could be delisted and the price and liquidity of our common stock may be adversely affected.

Our common stock may lose value and could be delisted from Nasdaq due to several factors or a combination of such factors. While our common stock is currently listed on Nasdaq, there can be no assurance that we will be able to maintain such listing. To maintain the listing of our common stock on Nasdaq, we are required to meet certain listing requirements, including, among others, a requirement to maintain a minimum closing bid price of $1.00 per share. If our common stock trades below the $1.00 minimum closing bid price requirement for 30 consecutive business days or if we do not meet other listing requirements, we may be notified by Nasdaq of non-compliance.

On February 1, 2023, we received a notice from Nasdaq, indicating that, based upon the closing bid price of our common stock for the previous 30 business days, we no longer meet the requirement to maintain a minimum bid price of $1.00 per share, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Rule”). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), we had a compliance period of 180 calendar days, or until July 31, 2023 (the “Compliance Period”) in which to regain compliance with the Minimum Bid Price Rule. We did not regain compliance with the Minimum Bid Price Rule during the first 180-calendar-day Compliance Period and submitted a written request to Nasdaq to afford us an additional 180-day compliance period to cure the deficiency. On August 1, 2023, we received written notification from the Listing Qualifications Department of Nasdaq, granting our request for a 180-day extension to regain compliance with the Minimum Bid Price Rule. We now have until January 29, 2024 to meet the requirement. If at any time prior to January 29, 2024, the bid price of our common stock closes at $1.00 per share or more for a minimum of 10 consecutive business days, we will regain compliance with the Minimum Bid Price Rule.

InWe have ~~order~~the right to ~~regain~~terminate ~~compliance with~~ the ~~Minimum~~Purchase ~~Bid~~Agreement ~~Price~~at ~~Rule,~~any ontime ~~December~~after 15Commencement, ~~2023,~~at weno ~~filed~~cost anor ~~amendment~~penalty, toupon ~~our~~five ~~certificate~~(5) oftrading ~~incorporation with the Secretary of~~days’ ~~State~~prior ofwritten ~~the~~notice ~~State of Delaware~~ to ~~implement~~Roth aPrincipal ~~reverse~~Investments. ~~stock~~We ~~split of our issued~~ and ~~outstanding~~Roth ~~shares~~Principal ofInvestments ~~common~~may ~~stock~~also atterminate athe ~~ratio~~Purchase ofAgreement ~~1 post-split share for every 40 pre-split shares, which reverse stock split will become effective on January 2, 2024,~~ at ~~4:01 p.m. Eastern~~any ~~Time.~~time Weby ~~have~~mutual ~~not yet received~~ written ~~confirmation from Nasdaq notifying us that we have regained compliance with Nasdaq Listing Rule 5550(a)(2)~~consent.

IfRoth wePrincipal doInvestments ~~not~~also ~~regain~~has ~~compliance with~~ the ~~Minimum~~right ~~Bid~~to ~~Price~~terminate ~~Rule~~the ~~during~~Purchase ~~the~~Agreement ~~additional~~upon ~~180-day~~five ~~extension,~~(5) ~~Nasdaq~~trading ~~will~~days’ ~~provide~~prior written ~~notification to~~notice ~~us that our common stock will be delisted. At that time, we may appeal the relevant delisting determination~~ to ~~a hearings panel pursuant~~ ~~to the procedures set forth in the applicable Nasdaq Listing Rules. However~~us, ~~there~~but ~~can~~only beupon ~~no assurance that, if we do appeal~~ the ~~delisting determination~~occurrence ~~by Nasdaq to the hearings panel, that such appeal would be successful. Nor is there any assurance that we would obtain a further extension~~ of ~~time~~certain ~~to meet this requirement. We intend to actively monitor the closing bid price of our common stock and may~~events, ~~if appropriate, consider implementing available options to regain compliance with the Minimum Bid Price Rule.~~including:

~~If we~~● ~~were~~the tooccurrence beand ~~delisted~~continuation of a Material Adverse Effect (as such term is defined in the Purchase Agreement); ● the occurrence of a Fundamental Transaction (as such term defined in the Purchase Agreement) involving our company; ● if any registration statement is not filed by the applicable Filing Deadline (as defined in the Registration Rights Agreement) or declared effective by the SEC by the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement), or the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within ten (10) trading days after notice of such failure, breach or default is delivered to us; ● if we ~~would~~are ~~expect~~in breach or default in any material respect of any of our ~~common~~covenants ~~stock~~and agreements in the Purchase Agreement or in the Registration Rights Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within ten (10) trading days after notice of such breach or default is delivered to beus; ~~traded~~● the effectiveness of the registration statement that includes this prospectus or any additional registration statement we file with the SEC pursuant to the Registration Rights Agreement lapses for any reason (including the issuance of a stop order by the SEC), or this prospectus or the prospectus included in any additional registration statement we file with the ~~over-~~SEC pursuant to the~~-counter~~ ~~market~~Registration ~~which~~Rights ~~could~~Agreement ~~adversely~~otherwise ~~affect~~becomes unavailable to Roth Principal Investments for the ~~liquidity~~ resale of ~~our~~all of the shares of common stock. ~~Additionally~~included therein, weand ~~could~~such ~~face~~lapse ~~significant~~or ~~material~~unavailability ~~adverse~~continues ~~consequences~~for a period of twenty (20) consecutive trading days or for more than an aggregate of sixty (60) trading days in any 365-day period, ~~including:~~other than due to acts of Roth Principal Investments; or ● trading in the common stock on Nasdaq (or if the common stock is then listed on an Eligible Market, trading in the common stock on such Eligible Market) has been suspended for a period of five (5) consecutive trading days.

●No termination aof ~~limited~~the ~~availability~~Purchase Agreement by us or by Roth Principal Investments will become effective prior to the fifth trading day immediately following the date on which any pending Purchase has been fully settled in accordance with the terms and conditions of ~~market~~the ~~quotations~~Purchase ~~for~~Agreement, and no termination will affect any of our ~~common~~respective ~~stock;~~rights and obligations under the Purchase Agreement with respect to any pending Purchase, and any fees and disbursements of Roth Principal Investments’ legal counsel in connection with the transactions contemplated by the Purchase Agreement and the Registration Rights Agreement. Both we and Roth Principal Investments have agreed to complete our respective obligations with respect to any such pending Purchase under the Purchase Agreement. Furthermore, no termination of the Purchase Agreement will affect the Registration Rights Agreement, which will survive any termination of the Purchase Agreement.

● a decreased ability to issue additional securities or obtain additional financing in the future;

● reduced liquidity for our stockholders;

● potential loss of confidence by customers, collaboration partners and employees; and

● loss of institutional investor interest.

~~CAUTIONARY~~No Short-Selling ~~NOTE~~or ~~REGARDING~~Hedging ~~FORWARD~~by ~~LOOKING~~Roth ~~STATEMENTS~~Principal Investments

~~Some~~Roth Principal ofInvestments ~~the~~has ~~statements~~agreed ~~in this~~that ~~prospectus~~none ~~and~~of ~~the~~Roth ~~documents~~Principal ~~incorporated~~Investments, byany ~~reference~~of ~~constitute~~its ~~forward-looking~~officers, ~~statements.~~or ~~These~~any ~~statements~~entity ~~involve~~managed ~~known~~or ~~and~~controlled by ~~unknown~~Roth ~~risks,~~Principal ~~uncertainties,~~Investments ~~and~~will ~~other~~engage ~~factors~~in ~~that~~or ~~may~~effect, ~~cause~~directly ~~our~~ or ~~our~~indirectly, ~~industry’s~~for ~~actual~~Roth ~~results,~~Principal ~~levels~~Investments’ ofown ~~activity,~~account ~~performance,~~ or ~~achievements~~for the toprincipal beaccount ~~materially~~of ~~different~~any ~~from~~such ~~any~~entity ~~future~~managed ~~results,~~or ~~levels~~controlled ofby ~~activity,~~Roth ~~performance~~Principal Investments, orany ~~achievements~~short ~~expressed~~sales orof ~~implied~~the common stock or byhedging ~~such~~transaction ~~forward-looking~~that ~~statements.~~establishes ~~These~~a ~~factors~~net ~~include,~~short ~~among~~position ~~others,~~in ~~those~~the ~~incorporated~~common bystock ~~reference~~during ~~under~~the ~~“Risk~~term ~~Factors” below~~of the Purchase Agreement.

~~In some cases, you can identify~~Prohibition ~~forward-looking~~on ~~statements~~Variable byRate terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or similar terms.Transactions

~~Although~~Subject to wespecified ~~believe~~exceptions ~~that~~included in the ~~expectations~~ ~~reflected~~Purchase Agreement, we are limited in ~~the~~our ~~forward-looking~~ability ~~statements~~to ~~are~~enter ~~reasonable,~~into wespecified ~~cannot~~“Variable ~~guarantee~~Rate Transactions” ~~future~~(as ~~results,~~such ~~levels~~term is defined in the Purchase Agreement) during the term of ~~activity,~~the ~~performance, or~~Purchase ~~achievements~~Agreement. ~~Our~~Such ~~actual~~transactions include, ~~results~~among ~~could~~others, ~~differ~~the ~~materially~~issuance ~~from~~of ~~those~~convertible ~~expressed~~securities with a conversion or ~~implied~~exercise byprice ~~these~~that ~~forward-looking~~is ~~statements~~based asupon aor ~~result~~varies with the trading price of ~~various~~our ~~factors,~~common ~~including~~stock after the ~~risk~~date ~~factors~~of ~~under~~issuance, ~~the~~or ~~section~~our ~~titled~~effecting ~~“Risk~~or ~~Factors”~~entering ~~and~~into aan ~~variety~~agreement to effect an “equity line of credit” or other ~~factors~~substantially similar continuous offering with a third party, ~~including~~in which we may offer, issue or sell common ~~without~~stock ~~limitation~~or any securities exercisable, ~~statements~~exchangeable ~~about~~or ~~our~~convertible into common stock at a future ~~business~~determined ~~operations~~price. ~~and~~We ~~results~~are also permitted to sell up to $670,000 of shares of common stock issued by the ~~market~~Company ~~for~~pursuant ~~our~~to ~~technology~~the At the Market Offering Agreement between the Company and Ladenburg Thalmann & Co. Inc., ~~our~~dated ~~strategy~~August 30, 2024, and ~~competition~~the related prospectus supplement dated May 14, 2026 (the “ATM Program”), subject to certain restrictions.

~~Moreover, neither we nor any~~Effect ~~other person assumes responsibility for the accuracy and completeness~~ of ~~these~~Sales ~~statements. We undertake no obligation to update or revise any~~ of ~~the~~our ~~forward-looking~~Common ~~statements,~~Stock ~~whether~~under ~~as a result of new information, future events or otherwise, except as required by law. In light of these risks, uncertainties and assumptions,~~ the ~~forward-looking~~Purchase ~~events~~Agreement ~~discussed~~on orour ~~incorporated by reference in this prospectus may not occur.~~Stockholders

The Purchase Shares to be issued or sold by us to Roth Principal Investments under the Purchase Agreement that are being registered under the Securities Act for resale by Roth Principal Investments in this offering are expected to be freely tradable. The 31,750,000 Purchase Shares being registered for resale in this offering may be issued and sold by us to Roth Principal Investments from time to time at our discretion over a period of up to 36 months (unless the Purchase Agreement is earlier terminated), beginning on the Commencement Date. The resale by Roth Principal Investments of a significant amount of shares of common stock registered for resale in this offering at any given time, or the perception that these sales may occur, could cause the market price of our common stock to decline and to be highly volatile. Sales of our common stock, if any, to Roth Principal Investments under the Purchase Agreement will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to Roth Principal Investments all, some or none of the shares of our common stock that may be available for us to sell to Roth Principal Investments pursuant to the Purchase Agreement.

If and when we do elect to sell shares of our common stock to Roth Principal Investments pursuant to the Purchase Agreement, after Roth Principal Investments has acquired such shares, Roth Principal Investments may resell all, some or none of such shares at any time or from time to time in its discretion and at different prices. As a result, investors who purchase shares from Roth Principal Investments in this offering at different times will likely pay different prices for those shares, and so may experience different levels of dilution, and in some cases substantial dilution, and different outcomes in their investment results. Investors may experience a decline in the value of the shares they purchase from Roth Principal Investments in this offering as a result of future sales made by us to Roth Principal Investments at prices lower than the prices such investors paid for their shares in this offering. In addition, if we sell a substantial number of shares of our common stock to Roth Principal Investments under the Purchase Agreement, or if investors expect that we will do so, the actual sales of shares or the mere existence of our arrangement with Roth Principal Investments may make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect such sales.

Because the per share purchase price that Roth Principal Investments will pay for Purchase Shares in any Market Open Purchase, Intraday Purchase, Pre-Market Purchase or Post-Market Purchase that we may elect to effect pursuant to the Purchase Agreement will be determined by reference to the VWAP during the applicable Purchase Valuation Period on the applicable Purchase Date for such Purchase, as of the date of this prospectus, we cannot determine the actual purchase price per share that Roth Principal Investments will be required to pay for any Purchase Shares that we may elect to sell to Roth Principal Investments under the Purchase Agreement from and after Commencement and, therefore, we cannot be certain how many Purchase Shares, in the aggregate, we may issue and sell to Roth Principal Investments under the Purchase Agreement from and after Commencement. As of June 23 2026, there were 15,040,679 shares of our common stock outstanding, of which 15,016,707 shares were held by non-affiliates of our company. If all of the 31,750,000 shares of common stock offered for resale by Roth Principal Investments under this prospectus were issued and outstanding, such shares would represent approximately 67.9% of both the total number of outstanding shares of common stock and the total number of outstanding shares of common stock held by non-affiliates of our company, in each case as of June 23, 2026.

Although the Purchase Agreement provides that we may sell up to $25,000,000 of our common stock to Roth Principal Investments, only 31,750,000 Purchase Shares are being registered under the Securities Act for resale by Roth Principal Investments under the registration statement that includes this prospectus. At an assumed purchase price per share of $0.83, representing the closing sale price of our common stock on Nasdaq immediately prior to the execution of the Purchase Agreement, the number of Purchase Shares that are being registered under the registration statement that includes this prospectus would be sufficient to enable us to receive the full $25,000,000 in aggregate gross proceeds from the sale of such Purchase Shares to Roth Principal Investments under the Purchase Agreement. However, depending on the market prices of our common stock on the Purchase Dates on which we elect to sell such Purchase Shares to Roth Principal Investments under the Purchase Agreement, we may need to register under the Securities Act additional shares of our common stock for resale by Roth Principal Investments in order for us to receive aggregate proceeds equal to Roth Principal Investments’ $25,000,000 maximum aggregate purchase commitment available to us under the Purchase Agreement.

Moreover, to the extent that the Exchange Cap remains applicable to issuances and sales of our common stock under the Purchase Agreement, if we elect to issue and sell to Roth Principal Investments more shares of common stock than the Exchange Cap (or 3,004,114 shares of common stock) under the Purchase Agreement, which we have the right, but not the obligation, to do, we must first obtain stockholder approval to issue shares of common stock in excess of the Exchange Cap under the Purchase Agreement in accordance with applicable Nasdaq rules. Any issuance and sale by us under the Purchase Agreement of a substantial amount of shares of common stock in addition to the 31,750,000 shares of common stock being registered for resale by Roth Principal Investments under the registration statement that includes this prospectus could cause additional substantial dilution to our stockholders.

The number of shares of common stock ultimately offered for resale by Roth Principal Investments through this prospectus is dependent upon the number of shares of common stock, if any, we elect to sell to Roth Principal Investments under the Purchase Agreement from and after the Commencement Date. The issuance of our common stock to Roth Principal Investments pursuant to the Purchase Agreement will not affect the rights or privileges of our existing stockholders, except that the economic and voting interests of each of our existing stockholders will be diluted. Although the number of shares of our common stock that our existing stockholders own will not decrease, the shares of our common stock owned by our existing stockholders will represent a smaller percentage of our total outstanding shares of our common stock after any such issuance.

The following table sets forth the amount of gross proceeds we would receive from Roth Principal Investments from our sale of shares of common stock (which are being registered for resale by Roth Principal Investments under the registration statement that includes this prospectus) to Roth Principal Investments as Purchase Shares under the Purchase Agreement at varying purchase prices:

Assumed Average Purchase Price Per Share			Number of Registered Purchase Shares to be Issued if Full Purchase(1)		Percentage of Outstanding Shares After Giving Effect to the Issuance to Roth Principal Investments(2)			Gross Proceeds from the Sale of Purchase Shares to Roth Principal Investments Under the Purchase Agreement
$	0.60			31,750,000		67.9	%	$	19,050,000.00
$	0.80			31,250,000		67.5	%	$	25,000,000.00
$	0.83	⁽³⁾		30,120,481		66.7	%	$	25,000,000.00
$	1.20			20,833,333		58.1	%	$	24,999,999.60
$	1.40			17,857,142		54.3	%	$	24,999,998.80

(1)

Although the Purchase Agreement provides that we may sell up to $25,000,000 of our common stock to Roth Principal Investments, we are only registering 31,750,000 shares under the registration statement that includes this prospectus, which may or may not cover all of the shares of common stock we ultimately sell to Roth Principal Investments under the Purchase Agreement. We will not issue more than an aggregate of 3,004,114 shares of our common stock (i.e., the Exchange Cap), unless (i) we obtain stockholder approval to issue shares of common stock in excess of the Exchange Cap in accordance with applicable Nasdaq rules, or (ii) the average price per share paid by Roth Principal Investments for all of the shares of common stock that we direct Roth Principal Investments to purchase from us pursuant to the Purchase Agreement, if any, equals or exceeds $3,004,114 (in which case the Exchange Cap limitation will not apply to issuances and sales of common stock pursuant to the Purchase Agreement). The number of shares to be issued as set forth in this column (i) does not give effect to the Exchange Cap and (ii) is without regard for the Beneficial Ownership Limitation.

(2)

The denominator is based on 15,040,679 shares of common stock outstanding as of June 23, 2026, adjusted to include the issuance of the number of Purchase Shares set forth in the adjacent column that we would have sold to Roth Principal Investments, assuming the average purchase price in the first column. The numerator is based on the number of Purchase Shares issuable under the Purchase Agreement (which are included in this prospectus) at the corresponding assumed average purchase price set forth in the first column.

(3)	The closing sale price of our common stock on Nasdaq on June 29, 2026.

USE OF PROCEEDS

We will ~~estimate~~not ~~that~~receive ~~the~~any ~~net~~ proceeds to us from ~~this offering will be approximately $ million, or approximately $ million if~~ the ~~underwriters~~sale ~~exercise~~of ~~their option to purchase additional~~ shares of common stock ~~and/or common warrants from us in full, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable~~ by ~~us,~~Roth ~~and~~Principal ~~excluding the proceeds, if any, from the exercise of the warrants issued pursuant to this offering~~Investments. In addition, if all of the common warrants offered pursuant to this prospectus are exercised in full for cash, we will receive approximately an additional $ in cash. We cannot predict when or if these common warrants will be exercised. It is possible that these common warrants may expire and may never be exercised.

We may ~~intend~~receive up to ~~use~~$25,000,000 ~~the~~aggregate ~~net~~gross proceeds under the Purchase Agreement from any sales we make to Roth Principal Investments ofpursuant ~~this~~to ~~offering~~the ~~for~~Purchase ~~our~~Agreement. ~~operations~~The net proceeds from sales, ~~including~~if any, under the ~~development~~Purchase ofAgreement, ~~our~~will 5Gdepend ~~products,~~on the frequency and prices ~~working~~at ~~capital~~which ~~and~~we ~~other~~sell ~~general~~our ~~corporate~~common ~~purposes. We~~stock ~~may~~to ~~also~~Roth ~~use~~Principal aInvestments ~~portion~~after the date of ~~the~~this ~~net~~prospectus. ~~proceeds~~Because ~~from~~we ~~this~~are ~~offering~~not obligated to ~~acquire~~sell orany ~~invest~~shares inof ~~complementary~~our ~~businesses,~~common ~~technologies,~~stock ~~products or~~under ~~assets.~~the ~~Although~~Purchase weAgreement, ~~currently~~the ~~have~~actual nototal ~~agreements,~~offering ~~commitments~~amount orand ~~obligations~~proceeds to dous, soif any, weare not ~~evaluate~~determinable ~~such~~at ~~opportunities~~this ~~and~~time. ~~engage~~See ~~in related~~the ~~discussions~~section ~~with~~titled ~~third~~“The ~~parties~~Committed ~~from~~Equity ~~time~~Facility” toin ~~time~~this prospectus for more information.

~~Our~~We expect ~~expected~~to use ofany ~~the net~~ proceeds ~~from~~that ~~this~~we ~~offering~~receive ~~represents~~under ~~our~~the ~~intentions~~Purchase ~~based~~Agreement ~~upon~~for ~~our~~working ~~current~~capital ~~plans~~ and ~~business~~general ~~conditions~~corporate purposes. As of the date of this prospectus, we cannot ~~predict~~specify with certainty all of the particular uses, ~~for~~and the ~~net~~respective ~~proceeds~~amounts towe bemay ~~received~~allocate ~~upon~~to ~~the~~those uses, ~~completion~~for ofany ~~this~~net ~~offering~~proceeds ~~or the~~we ~~amounts~~receive. ~~that~~Accordingly, we will ~~actually~~retain ~~spend~~broad ondiscretion over the ~~uses~~use ~~set~~of ~~forth~~these ~~above~~proceeds. ~~The~~Pending ~~amounts~~the ~~and~~use ~~timing~~ of ~~our actual expenditures may vary significantly~~ ~~depending~~any onproceeds ~~numerous~~we ~~factors,~~receive ~~including~~from ~~the~~sales ~~progress~~ of ~~our~~common ~~development~~stock ~~efforts~~to ~~and~~Roth ~~any~~Principal ~~unforeseen~~Investments ~~cash~~under ~~needs.~~the AsPurchase ~~a result~~Agreement, ~~our~~we ~~management will~~may ~~retain~~invest ~~broad~~such ~~discretion over the allocation of the net~~ proceeds in ~~from~~investment-grade, ~~this~~interest-bearing ~~offering~~instruments.

~~Pending~~We have ~~the~~engaged ~~uses~~Digital ~~described above~~Offering, wea ~~plan~~registered broker-dealer and FINRA member, to ~~invest~~act ~~the~~as ~~net~~a ~~proceeds~~qualified ~~from~~independent underwriter in this offering and, in ~~short-term~~such capacity, ~~interest-bearing~~participate ~~obligations~~in the preparation of the registration statement that includes this prospectus and exercise the usual standards of “due diligence” with respect thereto. Roth Principal Investments has agreed to pay directly to Digital Offering a cash fee of $50,000 ~~investment-grade~~as ~~instruments~~consideration for its services in connection with acting as the qualified independent underwriter in this offering, with such amount to be reimbursed by us on or prior to the Closing Date. Digital Offering will receive no other ~~securities~~compensation for acting as the qualified independent underwriter in this offering. See the section titled “Plan of Distribution (Conflict of Interest)” in this prospectus for more information.

Each $ increase or decrease in the assumed public offering price of $ per share and accompanying common warrant, the last reported sale price of our common stock on the Nasdaq Capital Market on , 2024, would increase or decrease the net proceeds to us from this offering by approximately $ million, assuming the number of shares of common stock offered by us, as set forth on the cover of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We may also increase or decrease the number of shares of common stock that we are offering. An increase or decrease of shares of common stock offered by us would increase or decrease the net proceeds to us from this offering by approximately $ million, assuming the sale of all shares of common stock offered hereby, at an assumed public offering price of $ per share and accompanying common warrant, the last reported sale price of our common stock on the Nasdaq Capital Market on , 2024, after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

DIVIDEND POLICY

To date, we have paid no cash dividends on our shares of common stock and we do not expect to pay cash dividends on our common stock in the foreseeable future. We intend to retain future earnings, if any, to provide funds for operations of our business. Therefore, any potential return investors may have in our common stock will be in the form of appreciation, if any, in the market value of their shares of common stock. We are not subject to any legal restrictions respecting the payment of dividends, except that we may not pay dividends if the payment would render us insolvent. Any future determination as to the payment of cash dividends on our common stock will be at the discretion of our board of directors.

25DETERMINATION OF OFFERING PRICE

~~CAPITALIZATION~~We cannot currently determine the price or prices at which the shares of common stock may be sold by the Selling Stockholder under this prospectus. See “Plan of Distribution (Conflict of Interest).”

The following table sets forth our capitalization as September 30, 2023:

● on an actual basis; and

● on an as adjusted basis to give effect to the sale of shares of our common stock and common warrants to purchase shares of our common stock in this offering at an assumed public offering price of $ per share (which was the last reporting sale price of our common stock on the Nasdaq Capital Market on , 2024) and accompanying common warrant, assuming no sale of any pre-funded warrants, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. The final public offering price will be determined through negotiation between us and the underwriters in the offering and may be at a discount to the current market price. Therefore, the assumed offering price used throughout this prospectus may not be indicative of the final public offering price. The pro forma information set forth in the table below is illustrative only and will be adjusted based on the actual public offering price and other terms of this offering determined at pricing.

You should read this table together with our financial statements and the related notes, and our most recent “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which have been incorporated by reference into this prospectus.

	September 30, 2023
	(unaudited; in thousands, except per-share amounts)
	Actual			As Adjusted
Cash and cash equivalents	$	689		$
Total liabilities		5,076
Stockholders’ equity
Preferred stock, $0.01 par value; 20,000 shares authorized, actual and as adjusted
Series A special voting preferred stock, $0.01 par value; one share authorized; one share issued and outstanding, actual and as adjusted		—			—
Common Stock, $0.001 par value; 120,000 shares authorized; and [ ] shares and [ ] shares issued and outstanding, actual and as adjusted		25
Exchangeable shares, no par value; unlimited shares authorized; and [ ] shares and [ ] shares outstanding, actual and as adjusted		—
Additional paid-in capital		169,184
Accumulated other comprehensive loss		—
Accumulated deficit		(157,454	)
Total stockholders’ equity	$	11,755

The table and discussion above are based on shares of common stock outstanding as of September 30, 2023, and excludes, as of such date:

● shares of common stock issuable upon the exchange of exchangeable shares;

● shares of common stock issuable upon exercise of outstanding stock options;

● shares of common stock issuable upon vesting of restricted stock units;

● shares of common stock available for future issuance under the Company’s 2019 Stock Incentive Plan;

● shares of common stock issuable upon exercise of warrants dated June 2, 2023 at $ per share;

● shares of common stock issuable upon exercise of warrants dated November 30, 2022 at $ per share; and

● shares of common stock issuable upon exercise of warrants dated October 4, 2018 at $ per share.

A $ increase or decrease in the assumed public offering price of $ per share, the last reported sale price of our common stock on the Nasdaq Capital Market on , 2023, would increase or decrease our cash and cash equivalents, additional paid in capital, and total stockholders’ equity on an as adjusted basis, by approximately $ million, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, and assuming that the number of shares of common stock offered by us, as set forth on the cover page of this prospectus, remains the same.

An increase or decrease of shares of common stock offered by us, assuming that the assumed public offering price remains the same, would increase or decrease cash and cash equivalents, additional paid in capital, and total stockholders’ equity on an as adjusted basis, by approximately $ million.

DILUTION

If you invest in our common stock in this offering, your ownership interest will be diluted to the extent of the difference between the public offering price per share of our common stock and accompanying common warrants in this offering and the as adjusted net tangible book value per share of our common stock after the closing of this offering.

Our historical net tangible book value as of September 30, 2023 was $7.5 million, or $ per share of our common stock, based on shares of common stock and exchangeable shares outstanding as of September 30, 2023 (giving effect to the one-for-forty (1-for-40) reverse stock split). Our historical net tangible book value represents our total tangible assets less total liabilities. Historical net tangible book value per share is our historical net tangible book value divided by the number of shares of our common stock outstanding and exchangeable shares outstanding as of September 30, 2023.

After giving effect to the sale of shares of our common stock and common warrants to purchase shares of our common stock in this offering at an assumed public offering price of $ per share (which was the last reporting sale price of our common stock on the Nasdaq Capital Market on , 2024) and accompanying common warrant, assuming no sale of any pre-funded warrants, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us, our as adjusted net tangible book value as of September 30, 2023 would have been $ million, or $ per share. This represents an immediate increase in as adjusted net tangible book value of $ per share to our existing stockholders and an immediate dilution of $ per share to investors purchasing our common stock and common warrants in this offering at the assumed combined public offering price. The information above is illustrative only and will change based on actual pricing and other terms of this offering determined at pricing. The final public offering price will be determined through negotiation between us and the underwriters in the offering and may be at a discount to the current market price. Therefore, the assumed offering price used throughout this prospectus may not be indicative of the final public offering price.

The following table illustrates this dilution on a per share basis:

Assumed combined public offering price per share of common stock and accompanying common warrant		$
Historical net tangible book value per share as of September 30, 2023	$
Increase in net tangible book value per share as of September 30, 2023 attributable to investors purchasing shares in this offering	$
As adjusted net tangible book value per share as of September 30, 2023 after giving effect to this offering		$
Dilution per share to investors participating in this offering		$

Each $ increase or decrease in the assumed public offering price of $ per share and accompanying common warrant, the last reported sale price of our common stock on the Nasdaq Capital Market on , 2024, would increase or decrease our as adjusted net tangible book value per share after this offering by $ per share. For each $ increase in the assumed public offering price, the dilution per share to investors participating in this offering would be $ per share, assuming that the number of shares of common stock offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. For each $ decrease in the assumed public offering price, the dilution per share to new investors participating in this offering would be $ assuming the same. Similarly, an increase of shares of common stock offered by us would increase the as adjusted net tangible book value after this offering by $ per share and decrease the dilution per share to investors participating in this offering by $ per share, and a decrease of shares of common stock offered by us would decrease the as adjusted net tangible book value by $ per share and increase the dilution per share to investors in this offering by $ per share, assuming that the assumed public offering price remains the same, and after deducting estimated underwriting discounts and commissions.

If the underwriters exercise in full their option to purchase additional shares and/or common warrants, our as adjusted net tangible book value per share after this offering would be $ per share, representing an immediate increase in as adjusted net tangible book value per share of $ to existing stockholders and immediate dilution of $ in as adjusted net tangible book value per share to investors purchasing common stock in this offering.

The foregoing discussion and tables above are based on shares of common stock and exchangeable shares outstanding as of September 30, 2023, and excludes:

● shares of common stock issuable upon exercise of outstanding stock options.

● shares of common stock issuable upon vesting of restricted stock units;

● shares of common stock available for future issuance under the Company’s 2019 Stock Incentive Plan;

● shares of common stock issuable upon exercise of warrants dated June 2, 2023 at $ per share;

● shares of common stock issuable upon exercise of warrants dated November 30, 2022 at $ per share; and

● shares of common stock issuable upon exercise of warrants dated October 4, 2018 at $ per share.

To the extent that any outstanding warrants or options are exercised, new options or other equity awards are issued under our equity incentive plans, or we issue additional shares in the future, there will be further dilution to new investors participating in this offering. In addition, we may choose to raise additional capital due to market conditions or strategic considerations, even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or equity-based securities, the issuance of these securities could result in further dilution to our stockholders.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Related Party Transactions

A family member of one of our executive officers served as a consultant to us during 2022. During the nine months ended September 30, 2022, we incurred consulting expenses of approximately $126,800 for the family member. Additionally, a family member of one of our executive officers is an employee of ours. During the nine months ended September 30, 2023 and 2022, we recorded compensation expense of approximately $83,800 and $127,500, respectively, for the employed family member.

A family member of one of our executive officers serves as a consultant to us. During the year ended December 31, 2022 and 2021, we paid approximately $162,000 and $208,000, respectively, to the consultant. Additionally, a family member of one of our executive officers is an employee of the Company. During the year ended December 31, 2022, we paid approximately $101,000 to the employed family member, which includes the aggregate grant date fair value, as determined pursuant to FASB ASC Topic 718, of an RSU awarded in April 2022. During the year ended December 31, 2021, we paid approximately $94,000 to the employed family member.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of December 1, 2023 concerning the ownership of our common stock by:

● each stockholder known by us to be the beneficial owner of more than 5% of the outstanding shares of our common stock (currently our only class of voting securities);

● each of our directors;

● each of the named executive officers; and

● all directors and executive officers as a group.

Beneficial ownership is determined in accordance with Rule 13d-3 of the Exchange Act and includes all shares over which the beneficial owner exercises voting or investment power. Shares that are issuable upon the exercise of options, warrants and other rights to acquire common stock that are presently exercisable or exercisable within 60 days of December 1, 2023, the record date, are reflected in a separate column in the table below. These shares are taken into account in the calculation of the total number of shares beneficially owned by a particular holder and the total number of shares outstanding for the purpose of calculating percentage ownership of the particular holder. We have relied on information supplied by our officers, directors and certain stockholders and on information contained in filings with the SEC. Except as otherwise indicated, and subject to community property laws where applicable, we believe, based on information provided by these persons, that the persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. To our knowledge, and based on existing information available to the Company as of December 1, 2023, no person or entity is the beneficial owner of more than 5% of the voting power of the Company’s stock. This table does not give effect to the intended one-for-forty (1-for-40) reverse stock split. The percentage of beneficial ownership is based on 30,445,398 shares of common stock and exchangeable shares outstanding as of December 1, 2023.

Unless otherwise stated, the business address of each of our directors and named executive officers listed in the table is 2309 Bering Drive, San Jose, California 95131.

	Amount and Nature of Beneficial Ownership
Name and principal position	Number of Shares Beneficially Owned (Excluding Outstanding Options)(1)		Number of Shares Issuable on Exercise of Outstanding Options or Convertible Securities(2)		Percent of Class
Directors and Officers:
Ronald Glibbery		125,833		407,740		1.7	%
Daniel Lewis		74,177		107,500		*
Ian McWalter		139,880		33,149		*
Andreas Melder		14,012		33,149		*
Robert Y. Newell		97,862		38,149		*
Mark Lunsford		25,077		—		*
Bradley Lynch		45,502		196,268		*
James Sullivan		44,221		43,254		*
Alexander Tomkins		33,901		207,932		*
All current directors and executive officers as a group (9 persons)		600,465		1,067,141		5.3	%

* Represents holdings of less than one percent.

(1) Excludes shares subject to outstanding options, restricted stock units or other rights to acquire common stock that are exercisable within 60 days of December 1, 2023.

(2) Represents the number of shares subject to outstanding options, restricted stock units or other rights to acquire common stock that are exercisable within 60 days of December 1, 2023.

DESCRIPTION OF CAPITAL STOCK

Capital Stock

The following description of our capital stock is summarized from, and qualified in its entirety by reference to, our certificate of incorporation, as amended, including the certificates of designation, as amended, setting forth the terms of our preferred stock. This summary is not intended to give full effect to provisions of statutory or common law. We urge you to review the following documents because they, and not this summary, define the rights of a holder of shares of common stock and preferred stock:

● the General Corporation Law of the State of Delaware, or the “DGCL”,” as it may be amended from time to time;

●

our certificate of incorporation, as it may be amended or restated from time to time; and

●

our bylaws, as they may be amended or restated from time to time.

General

As of the date of this prospectus, our authorized capital stock currently consists of 140,000,000 shares, which are divided into two classes consisting of 120,000,000 shares of common stock, par value $0.001 per share, and 20,000,000 shares of preferred stock, par value $0.01 001 per share. ~~The below does not give effect to the intended one-for-forty (1-for-40) reverse stock split.~~

As of ~~December~~June 123, ~~2023~~2026, there were 2615,~~475~~040,~~383~~679 shares of common stock outstanding and 1 share of Series A special voting preferred stock outstanding. As of ~~December 1~~June 23, ~~2023~~2026, there were outstanding 355,~~970,015~~986 exchangeable shares exchangeable for 355,~~970,015~~986 shares of common stock, 12,~~426~~165,~~411~~099 shares of common stock issuable upon the exercise of outstanding stock options, ~~890~~which options have a weighted average exercise price of $2.37 per share,~~355~~ 200,208 shares of common stock issuable upon the vesting of outstanding restricted stock units, 1143,~~518,355~~378 shares of common stock available for future issuance under the Amended and Restated 2019 Stock Incentive Plan, warrants dated June 2, 2023 to purchase up to 7,143 shares of common stock with an exercise price of $28.00 per share, placement agent warrants dated June 2, 2023 to purchase up to 142,857 shares of common stock with an exercise price of $28.00 per share, warrants dated November 30, 2022 to purchase up to 91,875 shares of common stock with an exercise price of $40.00 per share, Series A warrants dated February 8, 2024 to purchase up to 3,~~675~~974,~~000~~520 shares of common stock with an exercise price of $2.25 per share, underwriter warrants dated February 8, 2024 to purchase up to 139,108 shares of common stock with an exercise price of $2.625 per share, Series D warrants dated November 6, 2024 to purchase up to 2,246,030 shares of common stock with an exercise price of $1.0061 per share, ~~and~~placement ~~Purchase~~agent ~~Warrants~~warrants dated November 6, 2024 to purchase up to 157,223 shares of common stock with an exercise price of $1.625 per share, Series E warrants dated September 12, 2025 to purchase up to 5952,~~714~~380 shares of common stock with an exercise price of $ 1.25 per share,~~286~~ and placement agent warrants dated September 12, 2025 to purchase up to 66,667 shares of common stock with an exercise price of $01.70475 per share.

Common Stock

At June ~~December 1~~23, ~~2023~~2026, the shares of common stock outstanding were held of record by 6441 stockholders. The actual number of stockholders is significantly greater than this number of stockholders of record and includes stockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees. This number of stockholders of record also does not include stockholders whose shares may be held in trust by other entities.

Each holder of our common stock is entitled to:

●

one vote per share on all matters submitted to a vote of the stockholders;

●

dividends as may be declared by our board of directors out of funds legally available for that purpose, subject to the rights of any preferred stock that may be outstanding; and

●

his, her or its pro rata share in any distribution of our assets after payment or providing for the payment of liabilities and the liquidation preference of any outstanding preferred stock in the event of liquidation.

Holders of common stock have no cumulative voting rights, redemption rights or preemptive rights to purchase or subscribe for any shares of our common stock or other securities. All of the outstanding shares of common stock are fully paid and nonassessable. The rights, preferences and privileges of holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future.

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Preferred Stock

Our board of directors has the authority, subject to any limitations prescribed by Delaware law, to issue shares of preferred stock in one or more series and to fix and determine the relative rights and preferences of the shares constituting any series to be established, without any further vote or action by the stockholders. Any shares of our preferred stock so issued may have priority over our common stock with respect to dividend, liquidation and other rights.

Our board of directors may authorize the issuance of our preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of our common stock. Although the issuance of our preferred stock could provide us with flexibility in connection with possible acquisitions and other corporate purposes, under some circumstances, it could have the effect of delaying, deferring or preventing a change of control.

Series A Special Voting Preferred Stock and Exchangeable Shares

We were formerly known as MoSys, Inc. (“MoSys”). On September 14, 2021, we and our subsidiaries, 2864552 Ontario Inc. and 2864555 Ontario Inc., entered into the Arrangement Agreement (the “Arrangement Agreement”) with Peraso Technologies Inc. (“Peraso Tech”), a privately-held corporation existing under the laws of the province of Ontario, to acquire all of the issued and outstanding common shares of Peraso Tech (” Peraso Shares”), including those Peraso Shares to be issued in connection with the conversion or exchange of secured convertible debentures and common share purchase warrants of Peraso Tech, as applicable, by way of a statutory plan of arrangement (the “Arrangement”), under the Business Corporations Act (Ontario).

Pursuant to the completion of the Arrangement, each Peraso Share that was issued and outstanding immediately prior to December 17, 2021 was converted into the right to receive newly issued shares of common stock of the Company or shares of 2864555 Ontario Inc., which are exchangeable for shares of the Company’s common stock (the “Exchangeable Shares”) at the election of each former Peraso Tech stockholder.

In connection with the Arrangement Agreement, on December 15, 2021, the Company filed the Certificate of Designation of Series A Special Voting Preferred Stock (the “Series A Certificate of Designation”) with the Secretary of State of the State of Delaware to designate Series A Special Voting Preferred Stock (the “Special Voting Share”) in accordance with the terms of the Arrangement Agreement in order to enable the holders of Exchangeable Shares to exercise their voting rights.

Each Exchangeable Share is exchangeable for one share of common stock of the Company and while outstanding, the Special Voting Share enables holders of Exchangeable Shares to cast votes on matters for which holders of the common stock are entitled to vote, and by virtue of the share terms relating to the Exchangeable Shares, to receive dividends that are economically equivalent to any dividends declared with respect to the shares of common stock.

A more detailed description of the Exchangeable Shares and the preferences, rights and limitations of the Special Voting Share is set forth in the Definitive Proxy Statement we filed with the SEC on October 18, 2021. The foregoing description of the Series A Certificate of Designation does not purport to be complete and is qualified in its entirety by reference to the full text thereof, a copy of which is filed as Exhibit 3.2 to the Current Report on Form 8-K filed with the SEC on December 20, 2021.

Antitakeover Effects of Provisions of Our Certificate of Incorporation and Bylaws and of Delaware Law

Certain provisions of our charter documents and Delaware law could have an anti-takeover effect and could delay, discourage or prevent a tender offer or takeover attempt that a stockholder might consider to be in its best interests, including attempts that might otherwise result in a premium being paid over the market price of our common stock.

Bylaws. Our bylaws provide that special meetings of stockholders may be called only by our chairman of the board, our chief executive officer, a majority of the total number of authorized directors or any individual holder of 25% of the outstanding shares of common stock. These provisions could delay consideration of a stockholder proposal until the next annual meeting. Our bylaws provide for an advance notice procedure for the nomination, other than by or at the direction of our board of directors, of candidates for election as directors, as well as for other stockholder proposals to be considered at annual meetings of stockholders. In addition, under our bylaws newly created directorships resulting from any increase in the number of directors or any vacancies in the board resulting from death, resignation, retirement, disqualification, removal from office or other cause during a director’s term in office can be filled by the vote of the remaining directors in office, and the board is expressly authorized to amend the bylaws without stockholder consent. Accordingly, these provisions could discourage a third party from initiating a proxy contest, making a tender offer or otherwise attempting to gain control of our company.

Delaware Anti-Takeover Statute. Section 203 of the Delaware General Corporation Law, or DGCL, generally prohibits a publicly-held Delaware corporation from engaging in an acquisition, asset sale or other transaction resulting in a financial benefit to any person who, together with affiliates and associates, owns, or within three years did own, 15.0% or more of a corporation’s voting stock. The prohibition continues for a period of three years after the date of the transaction in which the person becomes an owner of 15.0% or more of the corporation’s voting stock, unless the business combination is approved in a prescribed manner. The statute could prohibit, delay, defer or prevent a change in control with respect to our company.

Indemnification

The following summary is qualified in its entirety by reference to the complete text of any statutes referred to below and to our certificate of incorporation, as amended, and our bylaws.

Section 145 of the DGCL provides that a corporation has the power to indemnify a director, officer, employee or agent of the corporation, or a person serving at the request of the corporation for another corporation, partnership, joint venture, trust or other enterprise in related capacities against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with an action, suit or proceeding to which he was or is a party or is threatened to be made a party to any threatened, ending or completed action, suit or proceeding by reason of such position, if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

3229

Our certificate of incorporation states that, to the fullest extent permitted by the DGCL as it may be amended, none of our directors shall be personally liable to us or to our stockholders for monetary damages for breach of fiduciary duty as a director. The certificate of incorporation also states that we shall, to the fullest extent permitted by Section 145 of the DGCL, indemnify and hold harmless all of our directors. To the extent permitted by applicable law, we are also authorized to provide indemnification of (and advancement of expenses to) agents (and any other persons to which Delaware law permits us to provide indemnification) through bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 145 of the DGCL, subject only to limits created by applicable Delaware law (statutory or non-statutory) with respect to actions for breach of duty to us, our stockholders, and others.

As permitted by our certificate of incorporation and the DGCL, our bylaws provide that we shall indemnify our directors and officers against actions by third parties, and that we shall indemnify our directors, officers and employees against actions brought by or on behalf of the Company. The bylaws also permit us to secure insurance on behalf of any officer, director, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability arising out of his or her actions in that capacity if he or she is serving at our request. We have obtained officer and director liability insurance with respect to liabilities arising out of various matters, including matters arising under the Securities Act.

We have entered into agreements with each of our directors that, among other things, indemnify them for certain expenses (including attorneys’ fees), judgments, fines and settlement amounts incurred by them in any action or proceeding, including any action by us or in our right, arising out of the person’s services as a director or officer of ours or any other company or enterprise to which the person provides services at our request.

In the ordinary course of business, we enter into contractual arrangements under which we may agree to indemnify the counter-party from losses relating to a breach of representations and warranties, a failure to perform certain covenants, or claims and losses arising from certain external events as outlined within the contract, which may include, for example, losses arising from litigation or claims relating to past performance. Such indemnification clauses may not be subject to maximum loss clauses. We have also entered into indemnification agreements with our officers and directors. No material amounts related to these indemnifications were reflected in our consolidated financial statements for the ~~three months~~years ended ~~March~~December 31, ~~2023~~2025 or ~~2022~~2024.

The Company has not estimated the maximum potential amount of indemnification liability under these agreements due to the limited history of prior claims and the unique facts and circumstances applicable to each particular agreement. To date, the Company has not made any payments related to these indemnification agreements.

SELLING STOCKHOLDER

This prospectus relates to the offer and sale by Roth Principal Investments of up to 31,750,000 shares of our common stock that may be issued by us to Roth Principal Investments under the Purchase Agreement. For additional information regarding the shares of our common stock included in this prospectus, see the section titled “The Committed Equity Facility” above. We are registering the shares of our common stock included in this prospectus pursuant to the provisions of the Registration Rights Agreement we entered into with Roth Principal Investments on June 30, 2026 in order to permit the Selling Stockholder to offer the shares of common stock included in this prospectus for resale from time to time. Except for the transactions contemplated by the Purchase Agreement and the Registration Rights Agreement and as set forth in the section titled “Plan of Distribution (Conflict of Interest)” in this prospectus, Roth Principal Investments has not had any material relationship with us within the past three years. As used in this prospectus, the term “Selling Stockholder” means Roth Principal Investments, LLC.

The table below presents information regarding the Selling Stockholder and the shares of our common stock that may be resold by the Selling Stockholder from time to time under this prospectus. This table is prepared based on information supplied to us by the Selling Stockholder, and reflects holdings as of June 23, 2026. The number of shares in the column “Maximum Number of Shares of common stock to be Offered Pursuant to this Prospectus” represents all of the shares of our common stock being offered for resale by the Selling Stockholder under this prospectus. The Selling Stockholder may sell some, all or none of the shares of common stock being offered for resale in this offering. We do not know how long the Selling Stockholder will hold the shares before selling them and, except as set forth in the section titled “Plan of Distribution (Conflict of Interest)” in this prospectus, we are not aware of any existing arrangements between the Selling Stockholder and any other stockholder, broker, dealer, underwriter or agent relating to the sale or distribution of the shares of our common stock being offered for resale by this prospectus.

Beneficial ownership is determined in accordance with Rule 13d-3(d) promulgated by the SEC under the Exchange Act, and includes shares of our common stock with respect to which the Selling Stockholder has sole or shared voting and investment power. Because the Purchase Price to be paid by the Selling Stockholder for shares of our common stock, if any, that we may elect to sell to the Selling Stockholder in one or more Purchases from time to time under the Purchase Agreement will be determined on the applicable Purchase Dates therefor, the actual number of shares of our common stock that we may sell to the Selling Stockholder under the Purchase Agreement may be fewer than the number of shares being offered for resale under this prospectus. The fourth column assumes the resale by the Selling Stockholder of all of the shares of our common stock being offered for resale pursuant to this prospectus.

Number of Shares of
Common Stock
Beneficially Owned
Prior to Offering

Maximum Number of
Shares of Common
Stock to be Offered
Pursuant to this

Number of Shares of
Common Stock
Beneficially Owned
After Offering

Name of Selling Stockholder

Number(1)

Percent

Prospectus

Number(2)

Percent

Roth Principal Investments, LLC(3)

31,750,000

(1)

In accordance with Rule 13d-3(d) under the Exchange Act, we have excluded from the number of shares of common stock beneficially owned prior to the offering all of the shares of common stock that Roth Principal Investments may be required to purchase under the Purchase Agreement, because the issuance of such shares is solely at our discretion and is subject to conditions contained in the Purchase Agreement, the satisfaction of which are entirely outside of Roth Principal Investments’ control, including the registration statement that includes this prospectus becoming and remaining effective. Furthermore, the Purchases of common stock under the Purchase Agreement are subject to certain agreed upon maximum amount limitations set forth in the Purchase Agreement. Also, the Purchase Agreement prohibits us from issuing and selling any shares of common stock to Roth Principal Investments to the extent such shares, when aggregated with all other shares of common stock then beneficially owned by Roth Principal Investments, would cause Roth Principal Investments’ beneficial ownership of our common stock to exceed the 4.99% Beneficial Ownership Limitation. The Purchase Agreement also prohibits us from issuing or selling shares of our common stock under the Purchase Agreement in excess of the 19.99% Exchange Cap, unless we obtain stockholder approval to do so, or unless the average price for all shares of our common stock purchased by Roth Principal Investments under the Purchase Agreement equals or exceeds $0.9853 per share, such that the Exchange Cap limitation would not apply under applicable Nasdaq rules. Neither the Beneficial Ownership Limitation nor the Exchange Cap (to the extent applicable under Nasdaq) may be amended or waived under the Purchase Agreement.

(2)	Assumes the sale of all shares of common stock being offered pursuant to this prospectus.

(3)

The business address of Roth Principal Investments, LLC (“Roth Principal Investments”) is 2340 Collins Avenue, Suite 402, Miami Beach, Florida 33139. The principal business of Roth Principal Investments is that of a private investor. Roth Principal Investments is a wholly owned subsidiary of CR Financial Holdings, Inc. (“CRFH”). CRFH expressly disclaims beneficial ownership of securities held of record by Roth Principal Investments, except to the extent of its pecuniary interest therein. All voting and investment decisions with respect to securities held of record by Roth Principal Investments are made by majority vote of an investment policy committee of Roth Principal Investments composed of five individuals, each of whom is not involved in the management of CRFH and at least three of whom are not affiliates or associated persons of Roth Capital Partners, LLC (“RCP”), a registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc. (“FINRA”), and a wholly owned subsidiary of CRFH. We have been advised that neither CRFH nor Roth Principal Investments is a FINRA member or an independent broker-dealer. Because each of Roth Principal Investments and RCP is a wholly owned subsidiary of CRFH, Roth Principal Investments is deemed to be an affiliate of RCP. RCP will act as an executing broker that will effectuate resales of our common stock that may be acquired by Roth Principal Investments from us pursuant to the Purchase Agreement to the public in this offering. See “Plan of Distribution (Conflict of Interest)” for more information about the relationship between Roth Principal Investments and RCP.

PLAN OF DISTRIBUTION (CONFLICT OF INTEREST)

The shares of our common stock offered by this prospectus are being offered by the Selling Stockholder, Roth Principal Investments, LLC. The shares may be sold or distributed from time to time by the Selling Stockholder directly to one or more purchasers or through brokers, dealers, or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices, or at fixed prices, which may be changed. The sale of the shares of our common stock offered by this prospectus could be effected in one or more of the following methods:

	●	ordinary brokers’ transactions;

	●	transactions involving cross or block trades;

	●	through brokers, dealers, or underwriters who may act solely as agents;

	●	“at the market” into an existing market for our common stock;

	●	in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents;

	●	in privately negotiated transactions; or

	●	any combination of the foregoing.

In order to comply with the securities laws of certain states, if applicable, the shares may be sold only through registered or licensed brokers or dealers. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the state or an exemption from the state’s registration or qualification requirement is available and complied with.

Roth Principal Investments is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act.

Roth Principal Investments has informed us that it presently anticipates using, but is not required to use, Roth Capital Partners, LLC (“RCP”), a registered broker-dealer and FINRA member and an affiliate of Roth Principal Investments, as a broker to effectuate resales, if any, of our common stock that it may acquire from us pursuant to the Purchase Agreement, and that it may also engage one or more other registered broker-dealers to effectuate resales, if any, of such common stock that it may acquire from us, although, as of the date of this prospectus, it does not anticipate engaging any such other registered broker-dealers. Such resales will be made at prices and at terms then prevailing or at prices related to the then current market price. Each such registered broker-dealer, including RCP, will be an underwriter within the meaning of Section 2(a)(11) of the Securities Act. Roth Principal Investments has informed us that RCP, and any other broker-dealer it may engage to effectuate resales of our common stock on its behalf (as the case may be), may receive commissions from Roth Principal Investments for executing such resales for Roth Principal Investments and, if so, such commissions will not exceed customary brokerage commissions.

Roth Principal Investments is an affiliate of RCP, a registered broker-dealer and FINRA member, which will act as an executing broker that will effectuate resales of our common stock that may be acquired by Roth Principal Investments from us pursuant to the Purchase Agreement to the public in this offering. Because Roth Principal Investments will receive all the net proceeds from such resales of our common stock made to the public through RCP, RCP is deemed to have a “conflict of interest” within the meaning of FINRA Rule 5121. Consequently, this offering will be conducted in compliance with the provisions of FINRA Rule 5121, which requires that a “qualified independent underwriter,” as defined in FINRA Rule 5121, participate in the preparation of the registration statement that includes this prospectus and exercise the usual standards of “due diligence” with respect thereto. Accordingly, we have engaged Digital Offering, LLC, a registered broker-dealer and FINRA member (“Digital Offering”), to be the qualified independent underwriter in this offering and, in such capacity, participate in the preparation of the registration statement that includes this prospectus and exercise the usual standards of “due diligence” with respect thereto. Roth Principal Investments has agreed to pay directly to Digital Offering an aggregate cash fee of $50,000, as consideration for its services in connection with acting as the qualified independent underwriter in this offering, with such amount to be reimbursed by us on or prior to the Closing Date. Digital Offering will receive no other compensation for acting as the qualified independent underwriter in this offering. In accordance with FINRA Rule 5110, such cash fee paid to Digital Offering for acting as the qualified independent underwriter in this offering is deemed to be underwriting compensation in connection with sales of our common stock by Roth Principal Investments to the public. In accordance with FINRA Rule 5121, RCP is not permitted to sell shares of our common stock in this offering to an account over which it exercises discretionary authority without the prior specific written approval of the account holder.

Except as set forth above, we know of no existing arrangements between the Selling Stockholder and any other stockholder, broker, dealer, underwriter or agent relating to the sale or distribution of the shares of our common stock offered by this prospectus.

Brokers, dealers, underwriters or agents participating in the distribution of the shares of our common stock offered by this prospectus may receive compensation in the form of commissions, discounts, or concessions from the purchasers, for whom the broker-dealers may act as agent, of the shares sold by the Selling Stockholder through this prospectus. The compensation paid to any such particular broker-dealer by any such purchasers of shares of our common stock sold by the Selling Stockholder may be less than or in excess of customary commissions. Neither we nor the Selling Stockholder can presently estimate the amount of compensation that any agent will receive from any purchasers of shares of our common stock sold by the Selling Stockholder.

We may from time to time file with the SEC one or more supplements to this prospectus or amendments to the registration statement of which this prospectus forms a part to amend, supplement or update information contained in this prospectus, including, if and when required under the Securities Act, to disclose certain information relating to a particular sale of shares offered by this prospectus by the Selling Stockholder, including with respect to any compensation paid or payable by the Selling Stockholder to any brokers, dealers, underwriters or agents that participate in the distribution of such shares by the Selling Stockholder, and any other related information required to be disclosed under the Securities Act.

We will pay the expenses incident to the registration under the Securities Act of the offer and sale of the shares of our common stock by the Selling Stockholder covered by this prospectus. We estimate that the total expenses for the offering will be approximately $300,000.

As consideration for its irrevocable commitment to purchase our common stock at our direction under the Purchase Agreement, we agreed to pay to Roth Principal Investments a cash commitment fee in the amount of $500,000, which is equal to 2.0% of Roth Principal Investments’ $25,000,000 total dollar amount purchase commitment under the Purchase Agreement. The $500,000 cash commitment fee will be paid over time by Roth Principal Investments withholding cash amounts equal to 10% of the total aggregate Purchase Price payable by Roth Principal Investments to us in connection with each Purchase of shares of our common stock effected under the Purchase Agreement, until such time as Roth Principal Investments shall have received from such cash withholdings a total aggregate amount in cash equal to $500,000, representing the entire cash commitment fee payable to Roth Principal Investments pursuant to the Purchase Agreement provided, however, in the event the Purchase Agreement is terminated by us within 90 days following the effective date of the registration statement of which this prospectus forms a part, the cash commitment fee shall be due in full and we shall pay or cause to be paid such cash commitment fee to Roth Principal Investments within three (3) business days of such termination. In accordance with FINRA Rule 5110, the $500,000 cash commitment fee is deemed to be underwriting compensation in connection with sales of our common stock by Roth Principal Investments to the public.

In addition, we have agreed to reimburse Roth Principal Investments for the Initial Legal Fee Reimbursement Amount of $100,000 upon our execution of the Purchase Agreement and Registration Rights Agreement and the Additional Investor Legal Fee Reimbursement Amount of up to $7,500 per fiscal quarter, in each case in connection with the transactions contemplated by the Purchase Agreement and the Registration Rights Agreement. In accordance with FINRA Rule 5110, these reimbursed fees and expenses are deemed to be underwriting compensation in connection with sales of our common stock by Roth Principal Investments to the public. Moreover, in accordance with FINRA Rule 5110, the 3.0% fixed discount to current market prices of our common stock reflected in the purchase prices payable by Roth Principal Investments for our common stock that we may require it to purchase from us from time to time in one or more Market Open Purchases and/or one or more Intraday Purchases under the Purchase Agreement and the 6.0% fixed discount to current market prices of our common stock reflected in the purchase prices payable by Roth Principal Investments for our common stock that we may require it to purchase from us from time to time in one or more Pre-Market Purchases and/or one or more Post-Market Purchases under the Purchase Agreement, in each case are deemed to be underwriting compensation in connection with sales of our common stock by Roth Principal Investments to the public.

We have agreed, subject to limited exceptions, from the date of the Purchase Agreement through the effective date of the registration statement of which this prospectus forms a part, not to offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of, directly or indirectly any shares of common stock or any securities convertible into or exchangeable for our common stock either owned as of the date of the Purchase Agreement or thereafter acquired without the prior written consent of Roth Principal Investments. Roth Principal Investments may, in its sole discretion and at any time or from time to time before the termination of the lock-up period, without notice, release all or any portion of the securities subject to this lock-up restriction.

~~DESCRIPTION~~We also OFhave ~~THE~~agreed to indemnify Roth Principal Investments and certain other persons against certain liabilities in connection with the ~~SECURITIES~~offering WEof ~~ARE~~shares ~~OFFERING~~of our common stock offered hereby, including liabilities arising under the Securities Act or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. Roth Principal Investments has agreed to indemnify us against liabilities under the Securities Act that may arise from certain written information furnished to us by Roth Principal Investments specifically for use in this prospectus or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons, we have been advised that in the opinion of the SEC this indemnification is against public policy as expressed in the Securities Act and is therefore, unenforceable.

~~Common~~Roth Principal ~~Shares~~Investments has represented to beus that at no time prior to the date of the Purchase Agreement has Roth Principal Investments, ~~Issued~~any of its officers, or any entity managed or controlled by Roth Principal Investments, engaged in or effected, in any manner whatsoever, directly or indirectly, for Roth Principal Investments’ own principal account or for the principal account of any such entity managed or controlled by Roth Principal Investments, any short sale (as ~~Part~~such term is defined in Rule 200 of ~~this~~Regulation ~~Offering~~SHO of the Exchange Act) of our common stock or any hedging transaction, which establishes a net short position with respect to our common stock that remained in effect as of the date of the Purchase Agreement. Roth Principal Investments has agreed that during the term of the Purchase Agreement, none of Roth Principal Investments, any of its officers, or any entity managed or controlled by Roth Principal Investments, will enter into or effect, directly or indirectly, any of the foregoing transactions either for Roth Principal Investments’ own principal account or for the principal account of any such entity managed or controlled by Roth Principal Investments.

~~The~~We ~~material~~have ~~terms~~advised ~~and~~the ~~provisions~~Selling ofStockholder ~~our~~that ~~common~~it ~~stock~~is required to comply with Regulation M promulgated under the Exchange Act. With certain exceptions, Regulation M precludes the Selling Stockholder, any affiliated purchasers, and ~~each~~any broker-dealer or other ~~class~~person ofwho ~~our~~participates in ~~securities~~the ~~which~~distribution ~~qualifies~~from bidding for or ~~limits~~purchasing ~~our~~or ~~common~~attempting ~~stock~~to ~~are~~induce any person to bid for or purchase any security which is the ~~described~~subject ~~above~~of ~~under~~the distribution until the ~~sections~~entire ~~“Description~~distribution ofis ~~Capital~~complete. ~~Stock—Common~~Regulation ~~Stock,”~~M ~~and~~also ~~“Description~~prohibits any bids or purchases made in order to stabilize the price of ~~Capital~~a ~~Stock—Preferred~~security ~~Stock”~~in connection with the distribution of that security. All of the foregoing may affect the marketability of the securities offered by this prospectus.

~~Warrants~~This offering towill beterminate ~~Issued as~~on ~~Part~~the date that all shares of our common stock offered by this ~~Offering~~prospectus have been sold by the Selling Stockholder.

~~Common~~Our common ~~warrants~~stock is currently listed on Nasdaq under the symbol “PRSO”.

~~The~~RCP, ~~common~~an ~~warrants~~affiliate ~~will~~of beRoth ~~issued~~Principal Investments, from time to time in athe ~~form~~future ~~filed~~may asprovide anvarious ~~exhibit~~investment banking and other financial services for us and/or one or more of our affiliates that are unrelated to the ~~registration~~transactions ~~statement~~contemplated by the Purchase Agreement and Registration Rights Agreement and the offering of shares for resale by Roth Principal Investments to which this prospectus isrelates, afor which ~~part.~~investment ~~You~~banking ~~should~~and other financial services RCP may receive customary fees, commissions and other compensation from us, aside ~~review~~from aany ~~copy~~discounts, fees and other compensation that Roth Principal Investments and RCP have received and may receive in connection with the transactions contemplated by the Purchase Agreement, including (i) the $500,000 cash commitment fee we have agreed to pay or cause to be paid to Roth Principal Investments, in each case as consideration for its irrevocable commitment to purchase shares of our common stock from us at our direction under the ~~form~~Purchase Agreement, (ii) the 3.0% fixed discount to current market prices of our common ~~warrant~~stock reflected in the purchase prices payable by Roth Principal Investments for aour ~~complete~~common ~~description~~stock that we may require it to purchase from us from time to time in one or more Market Open Purchases and/or one or more Intraday Purchases under the Purchase Agreement, (iii) the 6.0% fixed discount to current market prices of our common stock reflected in the ~~terms~~purchase prices payable by Roth Principal Investments for our common stock that we may require it to purchase from us from time to time in one or more Pre-Market Purchases and/or ~~conditions~~one ~~applicable~~or more Post-Market Purchases under the Purchase Agreement, (iv) our reimbursement of Roth Principal Investments’ legal fees up to $190,000 in the aggregate ($100,000 upon execution of the Purchase Agreement and $7,500 per fiscal quarter for the maximum three-year term of the Purchase Agreement) in connection with the transactions contemplated by the Purchase Agreement and the Registration Rights Agreement, and (iv) any customary brokerage commissions that may be received by RCP from Roth Principal Investments for executing resales of our common ~~warrants~~stock purchased or acquired by Roth Principal Investments from us pursuant to the Purchase Agreement to the public in this offering.

~~Pursuant~~The total underwriting compensation to abe ~~warrant~~received ~~agency~~by ~~agreement~~all ~~between~~participating usFINRA ~~and~~members, ~~Equiniti~~in the aggregate, in connection with this offering, as ~~warrant~~determined ~~agent~~under FINRA Rule 5110, will not exceed 8.0% of the ~~common~~maximum ~~warrants~~aggregate ~~will~~offering beprice ~~issued~~of inall ~~book-entry~~shares ~~form~~of ~~and~~our ~~shall~~common stock that ~~initially~~may be ~~represented~~resold ~~only~~ by ~~one~~Roth orPrincipal ~~more~~Investments ~~global~~to ~~warrants~~the ~~deposited~~public ~~with~~through ~~the~~this ~~warrant~~prospectus. ~~agent~~Accordingly, asthe ~~custodian~~total onamount ~~behalf~~ of ~~The~~any ~~Depository~~specific item ~~Trust~~of ~~Company,~~underwriting orcompensation ~~DTC,~~described ~~and~~herein ~~registered~~that may be received by any participating FINRA member in ~~the~~connection ~~name~~with ofthis ~~Cede~~offering shall, &in ~~Co.~~each case, abe ~~nominee~~subject ofto ~~DTC,~~the orlimitation ason ~~otherwise~~the ~~directed~~total byunderwriting ~~DTC.~~compensation ~~The~~to ~~following is~~be areceived ~~brief~~by ~~summary~~all ofparticipating FINRA members, in the ~~common~~aggregate, ~~warrants~~in ~~and~~connection iswith ~~still~~this ~~subject~~offering, inas ~~all~~determined ~~respect~~under toFINRA ~~the~~Rule ~~provisions~~5110, ~~contained~~described in the ~~form~~immediately ofpreceding ~~common warrant~~sentence.

Duration and Exercise Price

Each whole common warrant will have an exercise price of $ per share, will be immediately exercisable upon issuance and will expire on the fifth anniversary of the date of issuance. The exercise price and number of shares of common stock issuable upon exercise is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting our common stock and the exercise price.

The common warrants will be issued separately from the common stock and pre-funded warrants included in this offering. Each share of our common stock or pre-funded warrant purchased in this offering will include one common warrant to purchase one share of our common stock.

Exercisability

The common warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares of our common stock purchased upon such exercise (except in the case of a cashless exercise as discussed below in “⸺Certain Adjustments”). A holder may not exercise any portion of the common warrant to the extent that the holder would beneficially own more than 4.99% (or, at the election of the purchaser prior to the date of issuance, 9.99%) of the outstanding common stock after exercise, except that upon at least 61 days’ prior notice from the holder to us, the holder may increase the amount of ownership of outstanding stock after exercising the holder’s common warrants up to 9.99% of the number of shares of our common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the common warrants.

Certain Adjustments

The exercise price and the number of shares issuable upon exercise of the common warrants is subject to appropriate adjustment in the event of stock splits, stock dividends, recapitalizations, reorganizations, schemes, arrangements or similar events affecting our common stock. The common warrant holders must pay the exercise price in cash or wire transfer of immediately available funds upon exercise of the common warrants, unless such holders are utilizing the cashless exercise provision of the common warrants, which is only available in certain circumstances such as if the underlying shares are not registered with the SEC pursuant to an effective registration statement. We intend to use commercially reasonable best efforts to have the registration statement of which this prospectus forms a part, effective when the common warrants are exercised.

Fundamental Transactions

In the event we consummate a merger or consolidation with or into another person or other reorganization event in which our common shares are converted or exchanged for securities, cash or other property, or we sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of our assets or we or another person acquire 50% or more of our outstanding shares of common stock, then following such event, the holders of the common warrants will be entitled to receive upon exercise of the common warrants the same kind and amount of securities, cash or property which the holders would have received had they exercised the common warrants immediately prior to such fundamental transaction. Any successor to us or surviving entity shall assume the obligations under the common warrants. Additionally, as more fully described in the common warrant, in the event of certain fundamental transactions, the holders of the common warrants will be entitled to receive consideration in an amount equal to the Black Scholes value of the common warrants on the date of consummation of such transaction.

Transferability

Subject to applicable laws and the restriction on transfer set forth in the common warrant, the common warrant may be transferred at the option of the holder upon surrender of the common warrant to us together with the appropriate instruments of transfer.

Exchange Listing

There is no established trading market for the common warrants. In addition, we do not intend to apply for the listing of the common warrants on any national securities exchange. Without an active trading market, the liquidity of the common warrants will be limited.

Right as a Stockholder

Except as otherwise provided in the common warrants or by virtue of such holder’s ownership of shares of our common stock, the holders of the common warrants do not have the rights or privileges of holders of our common stock, including any voting rights, until they exercise their common warrants.

Waivers and Adjustments

Subject to certain exceptions, any terms of the common warrants may be amended or waived with our written consent and the written consent of the holder.

Pre-Funded warrants

The pre-funded warrants will be issued in a form filed as an exhibit to the registration statement of which this prospectus is a part. You should review a copy of the form of pre-funded warrant for a complete description of the terms and conditions applicable to the pre-funded warrants.

Duration and Exercise Price

The pre-funded warrants offered hereby will have an exercise price of $0.001 per share. The pre-funded warrants will be immediately exercisable upon issuance and may be exercised at any time until the pre-funded warrants are exercised in full. The exercise prices and numbers of shares of common stock issuable upon exercise are subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting our common stock. pre-funded warrants will be issued in certificated form only.

Exercisability

The pre-funded warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares of our common stock purchased upon such exercise. A holder (together with its affiliates) may not exercise any portion of such holder’s pre-funded warrants to the extent that the holder would own more than 4.99% (or 9.99%, at the holder’s election) of our outstanding common stock immediately after exercise, except that upon notice from the holder to us, the holder may decrease or increase the limitation of ownership of outstanding stock after exercising the holder’s pre-funded warrants up to 9.99% of the number of shares of our common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the pre-funded warrants, provided that any increase in such limitation shall not be effective until 61 days following notice to us.

Fundamental Transactions

In the event we consummate a merger or consolidation with or into another person or other reorganization event in which our common shares are converted or exchanged for securities, cash or other property, or we sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of our assets or we or another person acquire 50% or more of our outstanding shares of common stock, then following such event, the holders of the pre-funded warrants will be entitled to receive upon exercise of the pre-funded warrants the same kind and amount of securities, cash or property which the holders would have received had they exercised the pre-funded warrants immediately prior to such fundamental transaction. Any successor to us or surviving entity shall assume the obligations under the pre-funded warrants.

Transferability

Subject to applicable laws and the restriction on transfer set forth in the pre-funded warrant, the pre-funded warrant may be transferred at the option of the holder upon surrender of the pre-funded warrant to us together with the appropriate instruments of transfer.

Exchange Listing

There is no established trading market for the pre-funded warrants. In addition, we do not intend to apply for the listing of the pre-funded warrants on any national securities exchange. Without an active trading market, the liquidity of the pre-funded warrants will be limited.

Right as a Stockholder

Except as otherwise provided in the pre-funded warrants or by virtue of such holder’s ownership of shares of our common stock, the holders of the pre-funded warrants do not have the rights or privileges of holders of our common stock, including any voting rights, until they exercise their pre-funded warrants.

Waivers and Adjustments

Subject to certain exceptions, any terms of the pre-funded warrants may be amended or waived with our written consent and the written consent of the holder.

Representative Warrants

The Representative Warrants will be issued in a form filed as an exhibit to the registration statement of which this prospectus is a part. You should review a copy of the form of Representative Warrant for a complete description of the terms and conditions applicable to the Representative Warrants.

We have agreed to issue Representative Warrants to the representative of the underwriters, upon the closing of this offering, which entitle it to purchase up to shares of common stock, or shares of common stock assuming the exercise of the over-allotment option in full. The Representative Warrants will have an exercise price equal to $ per share of common stock. The Representative Warrants will be exercisable immediately upon issuance, at any time and from time to time, in whole or in part, during the five-year period commencing from the commencement of sales of this offering, and otherwise on substantially similar terms to the common warrants issued to investors as part of the offering. The Representative Warrants and the shares of common stock underlying the Representative Warrants are being registered on the registration statement of which this prospectus is a part.

UNDERWRITING

We are offering the securities described in this prospectus through the underwriters named below. We have entered into an underwriting agreement dated , 2024 with Ladenburg Thalmann & Co. Inc., as the representative of the underwriters in this offering. Subject to the terms and conditions of the underwriting agreement, the underwriters have agreed to purchase the number of our securities set forth opposite its name below.

Underwriters Number of Shares Number of Pre-Funded Warrants Number of Common Warrants Ladenburg Thalmann & Co. Inc. Total

A copy of the underwriting agreement will be filed as an exhibit to the registration statement of which this prospectus is part.

We have been advised by the underwriters that they propose to offer the shares of common stock, pre-funded warrants, if any, and common warrants directly to the public at the public offering price set forth on the cover page of this prospectus. Any securities sold by the underwriters to securities dealers will be sold at the public offering price less a selling concession not in excess of $ per share of common stock (or per pre-funded warrant) and $ per common warrant to purchase shares of common stock.

The underwriting agreement provides that the underwriters’ obligation to purchase the securities we are offering is subject to conditions contained in the underwriting agreement.

No action has been taken by us or the underwriters that would permit a public offering of the securities in any jurisdiction outside the United States where action for that purpose is required. None of our securities included in this offering may be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sales of any of the securities offering hereby be distributed or published in any jurisdiction except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons who receive this prospectus are advised to inform themselves about and to observe any restrictions relating to this offering of securities and the distribution of this prospectus. This prospectus is neither an offer to sell nor a solicitation of any offer to buy the securities in any jurisdiction where that would not be permitted or legal.

The underwriters have advised us that they do not intend to confirm sales to any account over which they exercise discretionary authority.

Underwriting Discount and Expenses

The following table summarizes the underwriting discount and commission to be paid to the underwriters by us.

Per Share and Accompanying Common Warrant (1)

Per Pre-Funded Warrant and Accompanying Common Warrant (1)

Total Without Over- Allotment

Total With Full Over- Allotment

Public offering price

Underwriting discounts and commissions(2)(3)

Proceeds to us, before expenses

(1) The public offering price and underwriting discount corresponds, in respect of the securities of (i) a public offering price per share of common stock (or pre-funded warrant) of $ ($ net of the underwriting discount) and (ii) a public offering price per common warrant of $ ($ net of the underwriting discount).

(2) We have also agreed to pay the representative of the underwriters a management fee equal to 1.0% of the aggregate gross proceeds received from the sale of the securities in the transaction and reimburse the accountable expenses of the representative of the underwriters, including a pre-closing expense allowance of up to a maximum of $50,000 and an additional closing expense allowance up to a maximum of $85,000.

(3) We have granted a 45-day option to the underwriters to purchase up to additional shares of common stock and/or additional common warrants exercisable for up to an additional shares of common stock at the assumed public offering price per share of common stock and the assumed public offering price per common warrant set forth above less the underwriting discounts and commissions solely to cover over- allotments, if any.

We estimate the total expenses payable by us for this offering to be approximately $ million, which amount includes (i) the underwriting discount of $ , (ii) the management fee of $ , (iii) reimbursement of the accountable expenses of the underwriters, including the legal fees of the representative of the underwriters, in an amount not to exceed $135,000 and (iv) other estimated company expenses of approximately $ , which includes legal, accounting, printing costs and various fees associated with the registration and listing of our securities.

The securities we are offering are being offered by the underwriters subject to certain conditions specified in the underwriting agreement.

Over-allotment Option

We have granted to the underwriters an option exercisable not later than 45 days after the date of this prospectus to purchase up to an additional shares of common stock and/or common warrants at the assumed public offering price per share of common stock and the public offering price per common warrant set forth on the cover page hereto less the underwriting discounts and commissions. The underwriters may exercise the option solely to cover overallotments, if any, made in connection with this offering. If any additional shares of common stock and/or common warrants are purchased, the underwriters will offer these shares and/or common warrants on the same terms as those on which the other securities are being offered.

Representative Warrants

Right of First Refusal

We have granted to Ladenburg Thalmann & Co. Inc. the right of first refusal for a period of eighteen months following the closing of this offering to act as sole bookrunner, exclusive placement agent or exclusive sales agent in connection with any financing of the Company, subject to certain conditions.

Tail Financing Payments

We have also agreed to pay the representative of the underwriters a tail fee equal to 9% of the total gross proceeds received by us from any investor who was contacted by the representative of the underwriters during the term of its engagement and issue the Representative Warrants, subject to the terms in the underwriting agreement, if such investor provides us with capital in any public or private offering or other financing or capital raising transaction for a period of twelve months after expiration or termination of the engagement with the representative of the underwriters.

Listing

Our shares of common stock are listed on The Nasdaq Capital Market under the symbol “PRSO.”

The last reported sale price of our shares of common stock on , 2024 was $ per share. The final public offering price will be determined between us, the underwriters and the investors in the offering, and may be at a discount to the current market price of our common stock. Therefore, the assumed public offering price used throughout this prospectus may not be indicative of the final public offering price. There is no established public trading market for the warrants, and we do not expect such a market to develop. In addition, we do not intend to apply for a listing of the warrants on any national securities exchange or other nationally recognized trading system.

Lock-up Agreements

Each of our officers, directors and each of their respective affiliates and associated partners, and certain affiliated stockholders have agreed with the underwriters to be subject to a lock-up period of 90 days following the date of this prospectus. This means that, during the applicable lock-up period, such persons may not offer for sale, contract to sell, sell, distribute, grant any option, right or warrant to purchase, pledge, hypothecate or otherwise dispose of, directly or indirectly, any shares of our common stock or any securities convertible into, or exercisable or exchangeable for, shares of our common stock. Certain limited transfers are permitted during the lock-up period if the transferee agrees to these lock-up restrictions. We have also agreed, in the underwriting agreement, to similar lock-up restrictions on the issuance and sale of our securities from the date of this prospectus for a period of 90 days following the date of this prospectus, subject to certain exceptions. Ladenburg Thalmann & Co. Inc. may, in its sole discretion and without notice, waive the terms of any of these lock-up agreements.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Equiniti Trust Company.

Determination of Offering Price

Our common stock is currently traded on The Nasdaq Capital Market under the symbol “PRSO.” On 2023, the closing price of our common stock was $ per share. We do not intend to apply for listing of the warrants on any securities exchange or other trading system.

The public offering price of the securities offered by this prospectus will be determined by negotiation between us and the underwriters. Among the factors that will be considered in determining the public offering price:

● our history and our prospects;

● the industry in which we operate;

● our past and present operating results;

● the previous experience of our executive officers; and

● the general condition of the securities markets at the time of this offering.

The public offering price stated on the cover page of this prospectus should not be considered an indication of the actual value of the shares of common stock or warrants sold in this offering. That price is subject to change as a result of market conditions and other factors and we cannot assure you that the shares of common stock and warrants sold in this offering can be resold at or above the public offering price.

Stabilization, Short Positions and Penalty Bids

The underwriters may engage in syndicate covering transactions stabilizing transactions and penalty bids or purchases for the purpose of pegging, fixing or maintaining the price of our common stock:

● Syndicate covering transactions involve purchases of securities in the open market after the distribution has been completed in order to cover syndicate short positions. Such a naked short position would be closed out by buying securities in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the securities in the open market after pricing that could adversely affect investors who purchase in the offering.

● Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specific maximum.

● Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the securities originally sold by the syndicate member are purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

These syndicate covering transactions, stabilizing transactions, and penalty bids may have the effect of raising or maintaining the market prices of our securities or preventing or retarding a decline in the market prices of our securities. As a result, the price of our common stock may be higher than the price that might otherwise exist in the open market. Neither we nor the underwriters make any representation or prediction as to the effect that the transactions described above may have on the price of our common stock. These transactions may be effected on The Nasdaq Capital Market, in the over-the-counter market or on any other trading market and, if commenced, may be discontinued at any time.

In connection with this offering, the underwriters also may engage in passive market making transactions in our common stock in accordance with Regulation M during a period before the commencement of offers or sales of shares of our common stock in this offering and extending through the completion of the distribution. In general, a passive market maker must display its bid at a price not in excess of the highest independent bid for that security. However, if all independent bids are lowered below the passive market maker’s bid that bid must then be lowered when specific purchase limits are exceeded. Passive market making may stabilize the market price of the securities at a level above that which might otherwise prevail in the open market and, if commenced, may be discontinued at any time.

Neither we nor the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the prices of our securities. In addition, neither we nor the underwriters make any representation that the underwriters will engage in these transactions or that any transactions, once commenced will not be discontinued without notice.

Other Relationships

From time to time, certain of the underwriters and their affiliates may provide in the future, various advisory, investment and commercial banking and other services to us in the ordinary course of business, for which they will receive customary fees and commissions. The representative of the underwriters may receive additional compensation in connection with advisory services.

Indemnification

We have agreed to indemnify the underwriters against certain liabilities, including certain liabilities arising under the Securities Act, or to contribute to payments that the underwriters may be required to make for these liabilities.

Electronic Distribution

A prospectus in electronic format may be made available on the websites maintained by the underwriters, if any, participating in this offering and the underwriters may distribute prospectuses electronically. Other than the prospectus in electronic format, the information on these websites is not part of this prospectus or the registration statement of which this prospectus forms a part, has not been approved or endorsed by us or the underwriters, and should not be relied upon by investors.

LEGAL MATTERS

The validity of ~~the~~securities ~~shares of common stock and warrants~~ offered hereby will be passed upon for us by Mitchell Silberberg & Knupp LLP, New York, New York. ~~Certain~~The ~~legal~~Selling Stockholder ~~matters~~is inbeing ~~connection~~represented ~~with this offering will be passed upon for the underwriters~~ by ~~Ellenoff~~Duane ~~Grossman &~~Morris ~~Schole~~ LLP, New York, New York.

EXPERTS

~~Our~~Weinberg ~~consolidated~~& ~~financial~~Company, ~~statements~~P.A., asour ofindependent, ~~and~~registered ~~for~~public ~~the~~accounting ~~years ended December 31~~firm, ~~2022~~has ~~and~~audited ~~2021~~our ~~incorporated~~consolidated infinancial ~~the~~statements ~~Registration~~as ~~Statement~~of December on31, ~~Form~~2025 ~~S-1~~and of2024 ~~which~~and ~~this~~for ~~prospectus~~the ~~forms~~years athen ~~part~~ended byincluded ~~reference~~in toour ~~the~~ Annual Report on Form 10-K for the fiscal year ended December 31, ~~2022~~2025, ~~have~~which ~~been~~is so incorporated inby ~~reliance~~reference oninto this prospectus and elsewhere in the ~~report~~registration statement of which this prospectus is a part. Our financial statements are incorporated by reference in reliance on Weinberg & Company, P.A.’s report, anwhich ~~independent~~includes ~~registered~~an ~~public accounting firm,~~explanatory asparagraph ~~indicated~~regarding insubstantial ~~their~~doubt ~~report~~about ~~with~~the ~~respect~~Company’s ~~thereto,~~ability ~~and~~to ~~are~~continue ~~included~~as ~~herein~~a ingoing ~~reliance~~concern, ~~upon~~given ~~the~~on their authority ~~of said firm~~ as experts in ~~auditing~~in ~~and~~ accounting inand ~~giving said report~~auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC, under the Securities Act, a registration statement on Form S-1 relating to the securities offered hereby. This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. For further information with respect to our company and the securities we are offering by this prospectus you should refer to the registration statement, including the exhibits and schedules thereto. The SEC also maintains an Internet site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The SEC’s website address is http://www.sec.gov.

We file periodic reports, proxy statements and other information with the SEC in accordance with requirements of the Exchange Act. These periodic reports, proxy statements and other information are available at the SEC’s website address referred to above. You may also access our reports and proxy statements free of charge at our website, www.~~peraso~~perasoinc.com. The information contained on our website is not a prospectus and does not constitute a part of this prospectus. The prospectus included in this filing is part of a registration statement filed by us with the SEC. The full registration statement can be obtained from the SEC, as indicated above, or from us. You may request a copy of any of our periodic reports filed with the SEC at no cost, by writing or telephoning us at the following address:

Peraso Inc.

~~2309~~2033 ~~Bering~~Gateway ~~Dr.~~Place, Suite 500

San Jose, California ~~95131~~95110

Tel: (408) 418-7500

Attention: James Sullivan, Chief Financial Officer

You should rely only on the information contained in or incorporated by reference or provided in this prospectus. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume the information in this prospectus is accurate as of any date other than the date on the front of this prospectus.

4135

INCORPORATION OF CERTAIN ~~DOCUMENTS~~INFORMATION BY REFERENCE

The SEC allows us to “incorporate by reference” ~~the~~ information from other documents that we file with it, which means that we can disclose important information to you by referring you to ~~another~~those ~~document~~documents. ~~that~~The weinformation ~~have~~incorporated ~~filed~~by ~~separately~~reference ~~with~~is ~~the~~considered ~~SEC~~to be part of this prospectus. WeInformation ~~hereby~~in ~~incorporate~~this prospectus supersedes information incorporated by reference that we filed with the ~~following~~SEC ~~information~~prior orto ~~documents~~the ~~into~~date of this prospectus,. ~~except~~We ~~for~~incorporate ~~information~~by ~~“furnished”~~reference ~~under~~into ~~Item~~this ~~2.02~~prospectus orand ~~Item~~the ~~7.01~~registration statement of ~~Form~~which ~~8-K~~this prospectus oris ~~other~~a ~~information~~part ~~“furnished”~~the toinformation ~~the~~or ~~SEC~~documents ~~which~~listed isbelow ~~not~~that ~~deemed~~we filed ~~and~~with ~~not~~the ~~incorporated in this prospectus~~SEC:

● our Annual Report on Form 10-K for the year ended December 31, ~~2022~~2025, filed with the SEC on March 2930, ~~2023~~2026 (the “2025 Form 10-K”);

● our ~~Definitive~~Quarterly ~~Proxy~~Report ~~Statement~~ on ~~Schedule~~Form ~~14A~~10-Q ~~filed~~for ~~with~~ the ~~SEC~~quarter onended ~~November~~March 2031, ~~2023~~2026, asfiled ~~supplemented~~with onthe ~~November~~SEC ~~22,~~on ~~2023~~May ~~and December 12~~14, ~~2023~~2026;

● our ~~Quarterly~~Current Reports on Form 108-QK ~~for~~filed with the ~~quarterly~~SEC ~~periods~~on ~~ended~~January ~~March 31~~21, ~~2023~~2026, ~~June~~February 3013, ~~2023~~2026, ~~and~~April ~~September 30~~10, ~~2023~~2026, ~~filed~~April ~~with the SEC on May 15~~14, ~~2023~~2026, ~~August~~May 14, ~~2023~~2026 and ~~November~~July 132, ~~2023, respectively~~2026; and

● ~~our~~the ~~Current~~description ~~Reports~~of onour ~~Form~~capital ~~8-K~~stock ~~filed~~contained ~~with~~in ~~the~~this ~~SEC~~prospectus, onand ~~February~~in 3,Exhibit ~~2023,~~4.2 ~~June~~to 2,the ~~2023,~~2025 ~~August~~Form 410-K, ~~2023,~~including ~~September~~any ~~26,~~amendments ~~2023,~~or ~~November~~reports ~~13,~~filed ~~2023~~for ~~and~~the ~~December~~purposes ~~19,~~of ~~2023;~~updating ~~and~~this description.

●Notwithstanding the statements in the ~~description~~preceding ofparagraphs, ~~our~~no ~~common~~document, ~~stock~~report ~~contained~~or inexhibit ~~the~~(or ~~“Description~~portion of ~~Securities”~~any ~~filed~~of asthe ~~Exhibit~~foregoing) ~~4.6~~or toany ~~our~~other ~~Annual~~information that ~~Report~~we onhave ~~Form~~“furnished” ~~10-K~~to ~~for~~ the ~~year~~SEC ~~ended~~pursuant ~~December~~to ~~31,~~the ~~2022,~~Exchange ~~filed~~Act ~~with~~shall ~~the~~be ~~SEC~~incorporated onby ~~March~~reference ~~29,~~into ~~2023~~this prospectus.

~~Any~~We ~~information~~also inincorporate by reference any future filings (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items unless such Form 8-K expressly provides to the ~~foregoing~~contrary) ~~documents~~made ~~will~~with ~~automatically~~the beSEC ~~deemed~~pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, including those made (i) on or after the date of the initial filing of the registration statement of which this prospectus forms a part and prior to beeffectiveness ~~modified~~of such registration statement, and (ii) on or after ~~superseded~~the date of this prospectus but prior to the ~~extent~~termination ~~that~~of ~~information~~the offering (i.e., until the earlier of the date on which all of the securities registered hereunder have been sold or the registration statement of which this prospectus forms a part has been withdrawn). Information in such future filings updates and supplements the information provided in this prospectus. orAny statements in aany ~~later~~such ~~filed~~future filings will automatically be deemed to modify and supersede any information in any document we previously filed with the SEC that is incorporated or deemed to be incorporated herein by reference ~~modifies~~to the extent that statements in the later filed document modify or ~~replaces~~replace such ~~information~~earlier statements.

We ~~also~~will ~~incorporate~~provide byto ~~reference~~each ~~any~~person, ~~future~~including ~~filings~~any ~~(other~~beneficial ~~than~~owner, ~~current~~to ~~reports~~whom ~~furnished~~a ~~under~~prospectus ~~Item~~is ~~2.02~~delivered, orwithout ~~Item~~charge ~~7.01~~upon ofwritten ~~Form~~or ~~8-K~~oral ~~and exhibits~~request, ~~filed~~a oncopy ~~such~~of ~~form~~any ~~that~~or ~~are~~all ~~related~~of tothe ~~such~~documents ~~items)~~that ~~made~~are ~~with~~incorporated ~~the~~by ~~SEC~~reference ~~pursuant~~into tothis ~~Sections~~prospectus ~~13(a),~~but ~~13(c),~~not 14delivered orwith ~~15(d) of~~ the ~~Exchange Act~~prospectus, ~~prior~~including toexhibits ~~the~~that ~~termination~~are ofspecifically ~~the~~incorporated ~~offering of the securities made~~ by ~~this~~reference ~~prospectus.~~into ~~Information in~~ such ~~future filings updates and supplements the information provided in this prospectus~~documents. ~~Any~~You ~~statements~~should indirect any ~~such~~requests ~~future~~for ~~filings will automatically be deemed~~ documents to ~~modify~~Peraso ~~and~~Inc., ~~supersede any~~Attn: ~~information~~James inSullivan, ~~any~~Chief ~~document~~Financial weOfficer, ~~previously~~2033 ~~filed~~Gateway ~~with~~Place, ~~the~~Suite ~~SEC~~500, ~~that~~San isJose, ~~incorporated~~California 95110, or ~~deemed to be incorporated herein~~ by ~~reference~~calling to(408) ~~the extent that statements in the later filed document modify or replace such earlier statements~~418-7500.

~~Upon~~You ~~written~~also ormay ~~oral~~access ~~request,~~these wefilings ~~will~~on ~~provide~~our towebsite ~~you,~~at ~~without~~www.perasoinc.com. ~~charge,~~We ado ~~copy~~not ofincorporate ~~any~~the orinformation ~~all~~on ofour ~~the~~website ~~documents~~into ~~that~~this ~~are~~prospectus or ~~incorporated~~any bysupplement ~~reference into~~to this prospectus ~~but~~and you should not ~~delivered~~consider ~~with~~any ~~the~~information ~~prospectus~~on, ~~including~~or ~~exhibits~~that ~~which~~can ~~are~~be ~~specifically~~accessed ~~incorporated~~through, byour ~~reference~~website ~~into~~as ~~such~~part ~~documents.~~of ~~Requests~~this ~~should~~prospectus beor ~~directed~~any supplement to: ~~Peraso~~this ~~Inc.,~~prospectus ~~Attention:~~(other ~~James~~than ~~Sullivan,~~those ~~Chief~~filings ~~Financial~~with ~~Officer,~~the ~~2309~~SEC ~~Bering~~that ~~Dr.,~~we ~~San~~specifically incorporate ~~Jose,~~by ~~California~~reference ~~95131,~~into ~~Tel:~~this ~~(408~~prospectus or any supplement to this prospectus). ~~418-7500~~You may also access these filings at the SEC’s website at www.sec.gov.

42Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus will be deemed modified, superseded or replaced for purposes of this prospectus to the extent that a statement contained in this prospectus modifies, supersedes or replaces such statement.

~~Shares of Common Stock and Accompanying~~36

~~Common~~Up ~~Warrants~~ to ~~Purchase~~31,750,000 ~~up to~~ Shares of Common Stock

~~Pre-Funded~~PRELIMINARY ~~Warrants to Purchase up to Shares of Common Stock and~~PROSPECTUS

~~Accompanying~~The ~~Common~~date ~~Warrants~~of tothis ~~Purchase~~prospectus upis , ~~to Shares of Common Stock~~2026.

UpPART ~~to Shares~~II ofINFORMATION ~~Common~~NOT ~~Stock~~REQUIRED ~~Issuable~~IN ~~Upon Exercise of the Pre-Funded Warrants and Common Warrants~~PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

~~Underwriter~~The ~~Warrants~~following totable ~~Purchase~~indicates upthe expenses, other than any sales discounts or commissions, to ~~Shares~~ be incurred in connection with the offering described in this registration statement, all of ~~Common~~which ~~Stock~~will be paid by us. All amounts are estimated except the SEC registration fee and the FINRA filing fee.

Preliminary Prospectus

SEC registration fee	$	3,452.93
FINRA fee	$	4,250.00
Accounting fees and expenses	$	25,000.00
Legal fees and expenses	$	215,000.00
QIU Fee	$	50,000.00
Miscellaneous	$	5,000.00
Total	$	302,702.93

Item 14. ,Indemnification ~~2024~~of Directors and Officers.

~~Ladenburg~~The ~~Thalmann~~following summary is qualified in its entirety by reference to the complete text of any statutes referred to below and to the Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), and the Amended and Restated Bylaws (the “Bylaws”) of the Company.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. Other Expenses of Issuance and Distribution.

The following table sets forth the fees and expenses payable in connection with the registration of the securities hereunder. All amounts are estimates except the SEC registration fee and the FINRA filing fee.

Item	Amount to be paid
SEC registration fee	$	664.20
FINRA filing fee	$	1,175.00
Legal fees and expenses	$	[●]
Accounting fees and expenses	$	[●]
Miscellaneous fees and expenses	$	[●]
Total	$	[●]

ITEM 14. Indemnification of Directors and Officers.

The following summary is qualified in its entirety by reference to the complete text of any statutes referred to below and to the Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), and the Amended and Restated Bylaws (the “Bylaws”) of Peraso Inc., a Delaware corporation (the “Company”).

The Company’s Certificate of Incorporation states that, to the fullest extent permitted by the DGCL as it may be amended, none of its directors shall be personally liable to the Company or to its stockholders for monetary damages for breach of fiduciary duty as a director. The Certificate of Incorporation also states that the Company shall, to the fullest extent permitted by Section 145 of the DGCL, indemnify and hold harmless all of its directors. To the extent permitted by applicable law, the Company is also authorized to provide indemnification of (and advancement of expenses to) agents (and any other persons to which Delaware law permits the Company to provide indemnification) through bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 145 of the DGCL, subject only to limits created by applicable Delaware law (statutory or non-statutory) with respect to actions for breach of duty to the Company, its stockholders, and others.

As permitted by the Company’s Certificate of Incorporation and the DGCL, the Company’s Bylaws provide that the Company shall indemnify its directors and officers against actions by third parties, and that the Company shall indemnify its directors, officers and employees against actions brought by or on behalf of the Company. The Bylaws also permit the Company to secure insurance on behalf of any officer, director, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability arising out of his or her actions in that capacity if he or she is serving at the Company’s request. The Company has obtained officer and director liability insurance with respect to liabilities arising out of various matters, including matters arising under the Securities Act.

The Company has entered into agreements with each of its directors and executive officers that, among other things, indemnify them for certain expenses (including attorneys’ fees), judgments, fines and settlement amounts incurred by them in any action or proceeding, including any action by the Company or in the Company’s right, arising out of the person’s services as a director or officer of the Company or any other company or enterprise to which the person provides services at the Company’s request.

II-1

~~ITEM~~ Item 15. Recent Sales of Unregistered Securities.

Set forth below is information regarding shares of capital stock issued by the Company since ~~December~~June 15__, ~~2020~~2023 that were not registered under the Securities Act of 1933, as amended (the “Securities Act”). Also included is the consideration received by the Company for such shares and information relating to the section of the Securities Act, or rule of the SEC, under which exemption from registration was claimed. As applicable, all share and per share data in this Item 15 give retroactive effect to the 1-for-40 reverse stock split effective on January 2, 2024.

1. On ~~February~~September 111, ~~2021~~2024, the Company ~~issued~~entered ~~42,672~~into ~~shares~~a ~~of common~~ stock ~~valued~~purchase atagreement ~~$139,964~~with toa ~~the~~member ~~holder~~ of the ~~Senior~~Company’s ~~Secured~~board ~~Convertible~~of ~~Notes due August 15~~directors, ~~2023~~pursuant into ~~settlement~~which of the ~~accrued~~Company ~~interest~~sold ~~for~~and the ~~six~~board ~~month~~member ~~period~~purchased ~~ended February 15~~100,000 ~~2021.~~shares ~~Such~~of ~~shares~~common ~~were~~stock ~~issued~~resulting in aproceeds ~~private~~of ~~placement~~$127,000. ~~transaction~~The ~~that~~shares ~~was~~of ~~exempt~~common ~~from~~stock ~~the~~were ~~registration~~issued ~~requirements~~pursuant ~~under~~to ~~the~~an ~~Securities~~exemption ~~Act~~from ~~pursuant~~registration toprovided by Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act.

2. On ~~December~~August 175, ~~2021 (the “Closing Date”)~~2024, ~~pursuant to~~ the ~~terms~~Company ~~and~~issued ~~conditions of that certain Arrangement Agreement~~40,000 ~~dated September 14, 2021, as amended (the “Arrangement Agreement”), an aggregate of 9,295,097 exchangeable~~ shares ~~and 3,558,151 shares~~ of common stock ~~were~~with ~~issued~~a tofair ~~the~~value ~~former stockholders~~ of ~~Peraso~~approximately ~~Technologies Inc. (“Peraso”). Of such shares~~$50,000 ~~pursuant~~ to ~~the~~a ~~terms~~service ofprovider. ~~the~~The ~~Arrangement Agreement, the Company held in escrow an aggregate of 1,312,878 exchangeable~~ shares ~~and 502,567 shares~~ of common stock ~~(collectively,~~were ~~the~~not ~~“Earnout~~registered ~~Shares”).~~under ~~The~~the ~~Earnout~~Securities ~~Shares~~Act ~~are escrowed~~ pursuant to the ~~terms~~exemption ofprovided ~~an escrow agreement on a pro rata basis from the aggregate consideration received by the Peraso stockholders, subject to the offset by the Company for any losses~~ in ~~accordance~~Section ~~with the Arrangement Agreement. Such Earnout Shares shall be released, subject to any offset claim, upon the satisfaction of the earlier of:~~ 4(a) any date following the first anniversary of the Closing Date and prior to the third anniversary of the Closing Date where the volume weighted average price of the common stock for any 20 trading days within a period of 30 consecutive trading days is at least $8.57 per share, subject to adjustment for stock splits or other similar transactions; (b2) ~~the date~~ of ~~any sale of all or substantially all of~~ the ~~assets~~Securities orAct ~~shares of the Company; or (c) the date of any bankruptcy, insolvency, restructuring, receivership, administration, wind-up, liquidation, dissolution, or similar event involving the Company. All~~ and ~~any~~Regulation ~~voting~~D ~~rights~~promulgated ~~and other stockholder rights, other than with respect to dividends and distributions, with respect to the Earnout Shares are suspended until the Earnout Shares are released from escrow~~thereunder.

~~The issuance~~3. ofOn November 5, 2024, the Company entered into inducement offer letter agreements (ithe Inducement Letters) with certain holders (the ~~shares~~Holders) of ~~common~~existing ~~stock~~Series toB ~~those~~warrants ~~Peraso~~(the ~~stockholders~~Existing ~~that~~Warrants) ~~elected~~ to ~~receive~~purchase orup ~~otherwise~~to ~~will~~an ~~receive~~aggregate of 2,246,030 shares of the Company’s common stock. inPursuant ~~connection~~to ~~with~~ the ~~Arrangement~~Inducement ~~Agreement~~Letters, ~~and (ii)~~ the ~~exchangeable~~Holders ~~shares~~agreed to ~~those~~exercise ~~Peraso~~for ~~stockholders~~cash ~~that~~certain ~~elected~~existing toWarrants ~~receive exchangeable~~at ~~shares~~a inreduced ~~connection~~exercise ~~with~~price ~~the~~of ~~Arrangement~~$1.30 ~~Agreement~~per ~~were~~share ~~issued~~ in ~~reliance~~consideration ~~upon~~for the ~~exemption~~Company’s ~~from~~agreement ~~registration~~to ~~provided by~~issue ~~Section~~in 3(a) private placement (10i) ofnew ~~the~~Series ~~Securities~~C ~~Act~~common ~~pursuant~~stock topurchase warrants (the ~~approval~~Series ofC ~~the~~Warrants) ~~terms~~to ~~and~~purchase ~~conditions~~an aggregate of ~~the~~2,246,030 ~~issuance~~shares ~~and exchange~~ of ~~such~~common ~~securities by~~stock ~~the~~and ~~Ontario~~(ii) ~~Superior~~new ~~Court~~Series ofD ~~Justice~~common ~~(Commercial~~stock ~~List)~~purchase bywarrants (the ~~final~~Series ~~order~~D ~~issued~~Warrants) ~~and~~to ~~entered~~purchase onan ~~November~~aggregate 26of 2,246,030 ~~2021~~shares of common stock.

3.The warrant Oninducement ~~November~~offering ~~28,~~closed ~~2022,~~on ~~the~~November ~~Company~~6, ~~entered~~2024. ~~into~~Upon aexercise ~~Securities~~of ~~Purchase Agreement with Armistice Capital Master Fund Ltd. (~~the ~~“Purchaser”)~~Existing Warrants, ~~pursuant to which~~ the Company ~~agreed~~received togross ~~offer~~proceeds ~~and sell to the Purchaser, in a registered direct offering, an aggregate~~ of approximately ~~1,300,000 shares of common stock at a negotiated purchase price of~~ $12.0092 ~~per share~~million. The Company ~~also~~issued ~~offered~~warrants ~~and sold~~ to the ~~Purchaser~~placement ~~pre-funded~~agent ~~warrants~~ to purchase up to ~~1,150,000~~an ~~shares~~aggregate of ~~common stock~~157,223 ~~in lieu of~~ shares of common stock at ~~the~~an ~~Purchaser’s election. Each pre-funded warrant was exercisable for one share of common stock. The purchase price of each pre-funded warrant was $0.99, and the~~ exercise price of ~~each pre-funded warrant was~~ $01.01625 ~~per share. The pre-funded warrants were immediately exercisable and were exercised at any time until all of~~ (the ~~pre-funded~~2024 ~~warrants~~Placement ~~are~~Agent ~~exercised in full~~Warrants). ~~As of the date hereof, all pre-funded warrants have been exercised.~~

The Series C Warrants, the Series D Warrants, the 2024 Placement Agent Warrants and the shares of common stock issuable upon exercise of the Series C Warrants, the Series D Warrants, and the 2024 Placement Agent Warrants were not registered under the Securities Act pursuant to the exemption provided in Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder, or in the event of an issuance of shares of common stock on a cashless basis, pursuant to the exemption provided in Section 3(a)(9) under the Securities Act.

On September 11, 2025, the Company entered into an inducement offer letter agreement (the 2025 Inducement Letter) with a holder (the Series C Holder) of Series C Warrants to purchase up to an aggregate of 952,380 shares of common stock. Pursuant to the 2025 Inducement Letter, the Series C Holder agreed to exercise for cash its Series C Warrants at a reduced exercise price of $1.18 per share in consideration for the Company’s agreement to issue in a private placement new Series E common stock purchase warrants (the Series E Warrants) to purchase an aggregate of 952,380 shares of common stock.

The warrant inducement offering closed on September 12, 2025, and upon exercise of the Series C Warrants, the Company received gross proceeds of approximately $1.1 million. The Company issued warrants to the placement agent to purchase up to an aggregate of 66,667 shares of common stock (the “2025 Placement Agent Warrants”).

The Series E Warrants, the 2025 Placement Agent Warrants and the shares of common stock issuable upon exercise of the Series E Warrants and the 2025 Placement Agent Warrants were not registered under the Securities Act pursuant to the exemption provided in Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder, or in the event of an issuance of shares of common stock on a cashless basis, pursuant to the exemption provided in Section 3(a)(9) under the Securities Act.

On January 21, 2025, the Company issued 40,000 unregistered shares of common stock with a fair value of approximately $40,000 to a service provider. The shares of common stock were not registered under the Securities Act pursuant to the exemption provided in Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.

On December 8, 2025, the Company issued 50,000 unregistered shares of common stock with a fair value of approximately $50,000 to a service provider. The shares were issued in reliance on an exemption from registration provided by Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act.

II-2

~~The shares,~~Item the pre-funded warrants and the shares of common stock issuable upon exercise of the pre-funded warrants were offered by the Company pursuant to an effective shelf registration statement on Form S-3 (No16. ~~333-258386), which was declared effective by the SEC on~~ ~~August~~Exhibits ~~9, 2021~~ and aFinancial ~~corresponding~~Statement ~~prospectus supplement, dated November 28, 2022.~~Schedules

~~In a~~The ~~concurrent private placement offering, the Company also issued to the Purchaser warrants to purchase up to 3,675,000 shares of common~~exhibits ~~stock.~~listed ~~The~~below ~~purchase warrants~~ are ~~exercisable~~filed ~~beginning~~as ~~six~~part ~~months and one day from the date~~ of ~~the~~this ~~Securities~~Registration ~~Purchase Agreement at an exercise price of $1~~Statement.~~36 per share and will expire on the five-year anniversary of the initial exercise date, which exercise price was adjusted to $1.00 per share pursuant to an amendment entered into on May 31, 2023.~~

The closing of the offering occurred on November 30, 2022. The Company received gross proceeds of approximately $2.45 million in connection with the offering, before deducting placement agent fees and related offering expenses.

Exhibit No.		Description
2.1**		Arrangement Agreement with Peraso Technologies Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K, as filed with the SEC on September 15, 2021).
2.2		First Amending Agreement dated October 21, 2021 (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K, as filed with the SEC on October 22, 2021).
3.1		Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.6 to the Company’s Form 8-K, as filed with the SEC on November 12, 2010).
3.1.1		Certificate of Amendment to Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K, as filed with the SEC on February 14, 2017).
3.1.2		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Peraso Inc., filed with the Secretary of State of the State of Delaware on August 27, 2019 (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K, as filed with the SEC on August 27, 2019).
3.1.3		Certificate of Amendment to Articles of Incorporation (Name Change) (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K, as filed with the SEC on December 20, 2021).
3.1.4		Certificate of Designation of Series A Special Voting Preferred Stock (incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K, as filed with the SEC on December 20, 2021).
3.1.5		Certificate of Amendment to Amended and Restated Certificate of Incorporation of Peraso Inc., filed with the Secretary of State of the State of Delaware on December 15, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K, as filed with the SEC on December 19, 2023).
3.2		Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K, as filed with the SEC on November 23, 2021).
4.1		Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Form S-1, as filed with the SEC on September 14, 2000).
4.2		Description of the Registrant’s Securities (incorporated by reference to Exhibit 4.2 to the Company’s Form 10-K, as filed with the SEC on March 28, 2025).
4.3.1*		Peraso Inc. 2010 Amended and Restated Equity Incentive Plan (incorporated by reference to Exhibit 4.8 to the Company’s Form S-8, as filed with the SEC on February 15, 2019).
4.3.2*		Amended and Restated Peraso Inc. 2019 Stock Incentive Plan (incorporated by reference to Exhibit 4.2 to the Company’s Form S-8, as filed with the SEC on January 7, 2022).
4.4.1		Form of Agreement for Stock Option Grant pursuant to the Peraso Inc. Amended and Restated 2010 Equity Incentive Plan (incorporated by reference to Exhibit 4.10 to the Company’s Form S-8, as filed with the SEC on July 28, 2010).
4.4.2		Form of Notice of Grant of Stock Option Award and Agreement pursuant to the Peraso Inc. 2019 Stock Incentive Plan (incorporated by reference to Exhibit 4.10 to the Company’s Form S-8, as filed with the SEC on November 13, 2019).
4.5*		Amended Peraso Technologies Inc. 2009 Share Option Plan (incorporated by reference to Exhibit 4.5 to the Company’s Form S-8, as filed with the SEC on January 7, 2022).
4.6		Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K, as filed with the SEC on November 30, 2022).
4.7		Form of Purchase Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K, as filed with the SEC on June 2, 2023).
4.8		Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.3 to the Company’s Form 8-K, as filed with the SEC on June 2, 2023).
4.9		Form of Series A Warrant (incorporated by reference to Exhibit 4.15 to the Company’s Form S-1, as filed with the SEC on February 5, 2024).
4.10		Form of Representative Warrant (incorporated by reference to Exhibit 4.17 to the Company’s Form S-1, as filed with the SEC on January 23, 2024).
4.11		Form of Series C Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K, as filed with the SEC on November 5, 2024).
4.12		Form of Series D Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K, as filed with the SEC on November 5, 2024).
4.13		Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.3 to the Company’s Form 8-K, as filed with the SEC on November 5, 2024).
4.14		Form of Series E Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K, as filed with the SEC on September 12, 2025).
4.15		Form of Placement Agent Warrant dated September 12, 2025 (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K, as filed with the SEC on September 12, 2025).

The purchase warrants and the shares of common stock issuable upon exercise of the purchase warrants were not registered under the Securities Act pursuant to the exemption provided in Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder, or in the event of an issuance of shares of common stock pursuant to the purchase warrants on a cashless basis, pursuant to the exemption provided in Section 3(a)(9) under the Securities Act.

4. On May 31, 2023, the Company entered into a Securities Purchase Agreement with the Purchaser, pursuant to which the Company agreed to offer and sell to the Purchaser, in a registered direct offering, an aggregate of 2,250,000 shares of common stock, at a negotiated purchase price of $0.70 per share. The Company also offered and sold to the Purchaser pre-funded warrants to purchase up to 3,464,286 shares of common stock, in lieu of shares of common stock at the Purchaser’s election. Each pre-funded warrant is exercisable for one share of common stock. The purchase price of each pre-funded warrant was $0.69, and the exercise price of each pre-funded warrant is $0.01 per share. The pre-funded warrants were immediately exercisable and exercisable at any time until all of the pre-funded warrants are exercised in full. As of the date hereof, all pre-funded warrants have been exercised.

The shares, the pre-funded warrants and the shares of common stock issuable upon exercise of the pre-funded warrants were offered by the Company pursuant to the Registration Statement and a corresponding prospectus supplement, dated May 31, 2023.

In a concurrent private placement offering, the Company also issued to the Purchaser purchase warrants to purchase up to 5,714,286 shares of common stock. The purchase warrants are immediately exercisable at an exercise price of $0.70 per share and expire on the five-year anniversary of the initial exercise date.

The closing of the offering occurred on June 2, 2023. The Company received gross proceeds of approximately $4.0 million in connection with the offering, before deducting placement agent fees and related offering expenses. The Company agreed to issue the placement agent for this offering warrants to purchase up to 285,714 shares of common stock at an exercise price of $0.70 per share. Such warrants are immediately exercisable for a period of five years.

The purchase warrants, the shares of common stock issuable upon exercise of the purchase warrants and the placement agent warrants were not registered under the Securities Act pursuant to the exemption provided in Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder, or in the event of an issuance of shares of common stock on a cashless basis, pursuant to the exemption provided in Section 3(a)(9) under the Securities Act.

II-3

ITEM 16. Exhibits and Financial Statement Schedules.

5.1		Opinion of Mitchell Silberberg & Knupp LLP
10.1*		Employment offer letter agreement between the Company and James Sullivan dated December 21, 2007 (incorporated by reference to Exhibit 10.26 to the Company’s Form 10-K, as filed with the SEC on March 17, 2008).
10.2*		Form of New Employee Inducement Grant Stock Option Agreement (revised February 2012) (incorporated by reference to Exhibit 10.19 to the Company’s Form 10-K, as filed with the SEC on March 15, 2012).
10.3		Form of Indemnification Agreement used from June 2012 to present (incorporated by reference to Exhibit 10.22 to the Company’s Form 10-Q, as filed with the SEC on August 9, 2012).
10.4*		Executive Change-in-Control and Severance Policy (incorporated by reference to Exhibit 99(d)(7) to the Company’s Schedule TO, as filed with the SEC on July 26, 2016).
10.5		Intercompany Services Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K, as filed with the SEC on December 20, 2021).
10.6*		Employment Agreement (Ronald Glibbery) (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K, as filed with the SEC on December 20, 2021).
10.7*		Employment offer letter agreement between the Company and Mark Lunsford dated October 4, 2022 (incorporated by reference to Exhibit 10.17 to the Company’s Form 10-K, as filed with the SEC on March 29, 2023).
10.8*		Employment Agreement (Brad Lynch) (incorporated by reference to Exhibit 10.8 to the Company’s Form 10-K, as filed with the SEC on March 30, 2026).
10.9*		Employment Agreement (Alexander Tomkins) (incorporated by reference to Exhibit 10.9 to the Company’s Form 10-K, as filed with the SEC on March 30, 2026).
10.10*		Amendment to offer of employment between the Company and James Sullivan dated April 15, 2022 (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q, as filed with the SEC on August 15, 2022).
10.11*		Amendment to employment agreement between Peraso Technologies Inc. and Brad Lynch dated April 15, 2022 (incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q, as filed with the SEC on August 15, 2022).
10.12*		Amendment to offer of employment between the Company and Alex Tomkins dated April 19, 2023 (incorporated by reference to Exhibit 10.21 to the Company’s Form S-1, as filed with the SEC on June 16, 2023).
10.13*		Amendment to offer of employment between the Company and Ronald Glibbery dated April 19, 2023 (incorporated by reference to Exhibit 10.22 to the Company’s Form S-1, as filed with the SEC on June 16, 2023).
10.14*		Second Amendment to offer of employment between the Company and Brad Lynch dated April 19, 2023 (incorporated by reference to Exhibit 10.23 to the Company’s Form S-1, as filed with the SEC on June 16, 2023).
10.15*		Technology License and Patent Assignment Agreement By and Between Intel Corporation and Peraso Inc. dated August 5, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q, as filed with the SEC on November 14, 2022).
10.16		First Amendment to Executive Change-in-Control and Severance Policy (incorporated by reference to Exhibit 10.23 to the Company’s Form 10-Q, as filed with the SEC on May 13, 2021).
10.17*		Amendment No. 1 to Peraso Inc. Common Stock Purchase Warrant (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K, as filed with the SEC on June 2, 2023).
10.18		Warrant Agency Agreement, dated February 8, 2024, by and between the Company and Equiniti Trust Company, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K, as filed with the SEC on February 9, 2024).
10.19		Amendment to the Warrant Agency Agreement dated February 8, 2024 by and between Peraso Inc. and Equiniti Trust Company, LLC, as Warrant Agent, dated August 6, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, as filed with the SEC on August 7, 2024).
10.20		At The Market Offering Agreement, dated August 30, 2024, by and between Peraso Inc. and Ladenburg Thalmann & Co. Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, as filed with the SEC on August 30, 2024).
10.21		Amendment #2 to the Warrant Agency Agreement dated February 8, 2024 by and between Peraso Inc. and Equiniti Trust Company, LLC, as Warrant Agent, dated October 3, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, as filed with the SEC on October 4, 2024).

(a) Exhibit Index

1.1		Form of Underwriting Agreement
2.1		Arrangement Agreement with Peraso Technologies Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K, as filed with the SEC on September 15, 2021).
2.2		First Amending Agreement dated October 21, 2021 (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K, as filed with the SEC on October 22, 2021).
3.1		Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.6 to the Company’s Form 8-K, as filed with the SEC on November 12, 2010).
3.1.1		Certificate of Amendment to Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K, as filed with the SEC on February 14, 2017).
3.1.2		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Peraso Inc., filed with the Secretary of State of the State of Delaware on August 27, 2019 (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K, as filed with the SEC on August 27, 2019).
3.1.3		Certificate of Amendment to Articles of Incorporation (Name Change) (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K, as filed with the SEC on December 20, 2021).
3.1.4		Certificate of Designation of Series A Special Voting Preferred Stock (incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K, as filed with the SEC on December 20, 2021).
3.1.5		Certificate of Amendment to Amended and Restated Certificate of Incorporation of Peraso Inc., filed with the Secretary of State of the State of Delaware on December 15, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K, as filed with the SEC on December 19, 2023).
3.2		Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K, as filed with the SEC on November 23, 2021).
4.1		Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Form 10-K, as filed with the SEC on March 31, 2022).
4.2		Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K, as filed with the SEC on June 30, 2017).
4.3		Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, as filed with the SEC on June 30, 2017).
4.4		Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.6 to the Company’s Form 8-K, as filed with the SEC on October 3, 2018).
4.5		Description of the Registrant’s Securities (incorporated by reference to Exhibit 4.6 to the Company’s Form 10-K, as filed with the SEC on March 31, 2022).
4.6.1*		Peraso Inc. 2010 Amended and Restated Equity Incentive Plan (incorporated by reference to Exhibit 4.8 to the Company’s Form S-8, as filed with the SEC on February 15, 2019).
4.6.2*		Amended and Restated Peraso Inc. 2019 Stock Incentive Plan (incorporated by reference to Exhibit 4.2 to the Company’s Form S-8, as filed with the SEC on January 7, 2022).
4.7.1		Form of Agreement for Stock Option Grant pursuant to the Peraso Inc. Amended and Restated 2010 Equity Incentive Plan (incorporated by reference to Exhibit 4.10 to the Company’s Form S-8, as filed with the SEC on July 28, 2010).
4.7.2		Form of Notice of Grant of Stock Option Award and Agreement pursuant to the Peraso Inc. 2019 Stock Incentive Plan (incorporated by reference to Exhibit 4.10 to the Company’s Form S-8, as filed with the SEC on November 13, 2019).
4.8.1		Form of Notice of Grant of Restricted Stock Unit Award and Agreement under the Peraso Inc. Amended and Restated 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.23 to the Company’s Form 10-Q, as filed with the SEC on August 8, 2013).
4.8.2		Form of Notice of Grant of Restricted Stock Unit Award and Agreement under the Peraso Inc. 2019 Stock Incentive Plan (incorporated by reference to Exhibit 4.13 to the Company’s Form S-8, as filed with the SEC on November 13, 2019).

II-4

4.9*		Amended Peraso Technologies Inc. 2009 Share Option Plan (incorporated by reference to Exhibit 4.5 to the Company’s Form S-8, as filed with the SEC on January 7, 2022).
10.22		Form of Inducement Letter (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, as filed with the SEC on November 5, 2024).
4.10		Form of Pre-Funded Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K, as filed with the SEC on November 30, 2022).
10.23		Form of Amendment to Series C Common Stock Purchase Warrant (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, as filed with the SEC on May 2, 2025).
4.11		Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K, as filed with the SEC on November 30, 2022).
10.24		Form of Amendment No. 2 to Series C Common Stock Purchase Warrant (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, as filed with the SEC on August 5, 2025).
4.12		Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K, as filed with the SEC on June 2, 2023).
10.25		Form of Inducement Letter dated September 11, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, as filed with the SEC on September 12, 2025).
4.13		Form of Purchase Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K, as filed with the SEC on June 2, 2023).
10.26		Form of Amendment No. 3 to Series C Common Stock Purchase Warrant (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, as filed with the SEC on December 9, 2025).
4.14		Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.3 to the Company’s Form 8-K, as filed with the SEC on June 2, 2023).
10.27**		Common Stock Purchase Agreement, dated as of June 30, 2026, by and between Peraso Inc. and Roth Principal Investments, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, as filed with the SEC on July 2, 2026).
4.15***		Form of Common Warrant
10.28**		Registration Rights Agreement, dated as of June 30, 2026, by and between Peraso Inc. and Roth Principal Investments, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K, as filed with the SEC on July 2, 2026).
4.16***		Form of Pre-Funded Warrant
19.1		Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Company’s Form 10-K, as filed with the SEC on March 28, 2025).
5.1***		Opinion of Mitchell Silberberg & Knupp LLP
21.1		List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Company’s Form 10-K, as filed with the SEC on March 29, 2023).
10.1*		Employment offer letter agreement between the Company and James Sullivan dated January 18, 2008 (incorporated by reference to Exhibit 10.26 to the Company’s Form 10-K, as filed with the SEC on March 17, 2008).
23.1		Consent of Independent Registered Public Accounting Firm-Weinberg & Company, P.A.
10.2*		Change-in-control Agreement between the Company and James Sullivan dated January 18, 2008 (incorporated by reference to Exhibit 10.27 to the Company’s Form 10-K, as filed with the SEC on March 17, 2008).
23.2		Consent of Mitchell Silberberg & Knupp LLP (included in Exhibit 5.1)
10.3*		Form of Option Agreement for Stock Option Grant pursuant to 2010 Equity Incentive Plan (incorporated by reference to Exhibit 4.10 to the Company’s Form S-8, as filed with the SEC on July 28, 2010).
24.1		Power of Attorney (included on signature page to the initial filing of the registration statement)
10.4*		Form of Notice of Restricted Stock Unit Award and Agreement under the Peraso Inc. 2010 Amended and Restated Equity Incentive Plan (incorporated by reference to Exhibit 4.8 to the Company’s Form S-8, as filed with the SEC on June 5, 2009).
107		Filing fee table
10.5*		Form of New Employee Inducement Grant Stock Option Agreement (revised February 2012) (incorporated by reference to Exhibit 10.19 to the Company’s Form 10-K, as filed with the SEC on March 15, 2012).
10.6		Form of Indemnification Agreement used from June 2012 to present (incorporated by reference to Exhibit 10.22 to the Company’s Form 10-Q, as filed with the SEC on August 9, 2012).
10.8*		Executive Change-in-Control and Severance Policy (incorporated by reference to Exhibit 99(d)(7) to the Company’s Schedule TO, as filed with the SEC on July 26, 2016).
10.9*		Employment offer letter agreement between the Company and Daniel Lewis dated August 8, 2018 (incorporated by reference to Exhibit 10.28 to the Company’s Form S-1/A, as filed with the SEC on September 17, 2018).
10.10		Securities Purchase Agreement (incorporated by reference to Exhibit 10.26 to the Company’s Form 8-K, as filed with the SEC on October 3, 2018).

*	Management contract, compensatory plan or arrangement.
**	Certain schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish copies of such omitted materials supplementally upon request by the SEC.

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10.11		Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, as filed with the SEC on April 17, 2020).
10.12		Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, as filed with the SEC on December 20, 2021).
10.13		Intercompany Services Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K, as filed with the SEC on December 20, 2021).
10.14*		Employment Agreement (Ronald Glibbery) (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K, as filed with the SEC on December 20, 2021).
10.15		Employment offer letter agreement between the Company and Mark Lunsford dated October 4, 2022 (incorporated by reference to Exhibit 10.17 to the Company’s Form 10-K, as filed with the SEC on March 29, 2023).
10.16*		Employment Agreement (Brad Lynch) (incorporated by reference to Exhibit 10.18 to the Company’s Form 10-K, as filed with the SEC on March 29, 2023).
10.17*		Employment Agreement (Alexander Tomkins) (incorporated by reference to Exhibit 10.19 to the Company’s Form 10-K, as filed with the SEC on March 29, 2023).
10.18*		Amendment to offer of employment between the Company and Daniel Lewis dated April 15, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q, as filed with the SEC on August 15, 2022).
10.19*		Amendment to offer of employment between the Company and James Sullivan dated April 15, 2022 (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q, as filed with the SEC on August 15, 2022).
10.20*		Amendment to employment agreement between Peraso Technologies Inc. and Brad Lynch dated April 15, 2022 (incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q, as filed with the SEC on August 15, 2022).
10.21*		Amendment to offer of employment between the Company and Alex Tomkins dated April 19, 2023 (incorporated by reference to Exhibit 10.21 to the Company’s Form S-1, as filed with the SEC on June 16, 2023).
10.22*		Amendment to offer of employment between the Company and Ronald Glibbery dated April 19, 2023 (incorporated by reference to Exhibit 10.22 to the Company’s Form S-1, as filed with the SEC on June 16, 2023).
10.23*		Second Amendment to offer of employment between the Company and Brad Lynch dated April 19, 2023 (incorporated by reference to Exhibit 10.23 to the Company’s Form S-1, as filed with the SEC on June 16, 2023).
10.24**		Technology License and Patent Assignment Agreement By and Between Intel Corporation and Peraso Inc. dated August 5, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q, as filed with the SEC on November 14, 2022).
10.25**		Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, as filed with the SEC on November 28, 2022).
10.26		Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K, as filed with the SEC on November 28, 2022).
10.27**		Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, as filed with the SEC on June 2, 2023).
10.28		Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K, as filed with the SEC on June 2, 2023).
21.1		List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Company’s Form 10-K, as filed with the SEC on March 31, 2022).
23.1+		Consent of Independent Registered Public Accounting Firm-Weinberg & Co., P.A.
23.2***		Consent of Mitchell Silberberg & Knupp LLP (included in Exhibit 5.1)
24.1+		Power of Attorney (see signature page)
104+		Cover Page Interactive Data File (embedded within the Inline XBRL document)
107+		Filing fee table

Item 17. Undertakings.

+ Filed herewith.

* Management contract, compensatory plan or arrangement.

** Certain schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish copies of such omitted materials supplementally upon request by the SEC.

*** To be filed by amendment.

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ITEM 17. Undertakings

(a)	The undersigned Registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

Provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2)

That for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and this offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)

That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) ~~(§ 230.424(b)(3) of this chapter)~~ shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

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(ii)

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5)

That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)

Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;

(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

(iv)

Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

(b)

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 6 hereof, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on ~~December 22~~July 2, ~~2023~~2026.

	PERASO INC.

	By:	/s/ James Sullivan
		James Sullivan
		Chief Financial Officer

POWER OF ATTORNEY

~~KNOW~~Each ~~ALL MEN BY THESE PRESENT, that each~~ person whose signature appears below constitutes and appoints each of Ronald Glibbery and James Sullivan ~~and each of them~~, ~~any~~acting ofalone ~~whom~~or ~~may~~together ~~act~~with another ~~without the joinder of the other~~attorney-in-fact, as his true and lawful ~~attorneys~~attorney-in-fact and ~~agents~~agent, with full power of substitution and ~~re-substitution~~resubstitution, for such ~~him~~person and in his name, place and stead, in any and all capacities, to sign any ~~and~~or all further amendments (including post-effective amendments) to this ~~registration~~Registration ~~statement,~~Statement (and ~~to sign~~ any additional registration statement ~~for~~related ~~the~~hereto ~~same~~permitted ~~offering covered~~ by ~~this registration statement that is to be effective on filing pursuant to~~ Rule 462(b) promulgated under the Securities Act, of(and ~~1933,~~all asfurther ~~amended~~amendments, ~~and~~ ~~all~~including post-effective amendments, thereto)), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said ~~attorneys~~attorney-in-fact and ~~agents~~agent, or ~~their or~~ his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Ronald Glibbery	Chief Executive Officer and Director	~~December~~July 222, ~~2023~~2026
Ronald Glibbery	(principal executive officer)
/s/ James Sullivan	Chief Financial Officer	~~December~~July 222, ~~2023~~2026
James Sullivan	(principal financial and accounting officer)
/s/ Daniel Lewis	Director	December 22, 2023
/s/ Cornelis Links	Director	July 2, 2026
Daniel Lewis
Cornelis Links
/s/ Ian McWalter	Director	December 22, 2023
/s/ Andreas Melder	Director	July 2, 2026
Ian McWalter
/s/ Andreas Melder	Director	December 22, 2023
Andreas Melder
/s/ Robert Y. Newell	Director	~~December~~July 222, ~~2023~~2026
Robert Y. Newell
/s/ Daniel Lewis	Director	July 2, 2026
Daniel Lewis

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false 0000890394 0000890394 2023-01-01 2023-09-30

Filing Compare · Peraso Inc.