Peraso Inc.: enters into $10,000,000 private placement with Nant Capital

What happened

• Peraso Inc. reported that on Oct 26, 2026 it entered into a Securities Purchase Agreement with Nant Capital, LLC under which the company agreed to sell shares of common stock, pre-funded common stock purchase warrants and accompanying common stock purchase warrants in an unregistered private placement for aggregate gross proceeds expected to be approximately $10,000,000.
• The purchase will include 3,271,355 shares of common stock, pre-funded warrants to purchase 16,593,563 shares and accompanying common warrants to purchase up to 19,864,918 shares. The share unit and pre-funded unit purchase price is $0.5034 per unit. The common warrants have an exercise price of $0.3784 per share. The closing is expected on or about Oct 28, 2026.

Key details

• Beneficial ownership and exercise limits: purchasers are subject to a 19.99% beneficial ownership limitation on exercises of pre-funded warrants and common warrants.
• Board designation: for so long as Nant and its affiliates beneficially own 16.7% or more (including pre-funded warrant shares) Nant may designate two board members (one of whom will be Dr. Patrick Soon-Shiong while reasonably available); if Nant owns at least 5% but less than 16.7% it may designate one board member.
• Registration rights and timing: the parties will enter into a Registration Rights Agreement requiring Peraso to file a registration statement on Form S-3 (or Form S-1 if ineligible) within 30 days after closing and to use best efforts to have it effective no later than the 90th calendar day following closing (120th day if SEC review and comments).
• Lock-up and other terms: Peraso agreed to customary covenants including a lock-up period (until the earlier of 30 days after registration effectiveness or 60 days after closing), indemnities, and payment of certain fees and expenses; specified liquidated damages apply for certain registration or reporting failures (1.0% per month up to a 5.0% cap, with interest at 0.5% per month if unpaid).

Why it may matter

• Item reported: Item 1.01 (entry into a material definitive agreement) describes the Securities Purchase Agreement and related warrants, board designation rights, registration rights and other transaction terms. The filing also reports Item 3.02 (unregistered sale of equity securities) for the private placement and Item 7.01 (Regulation FD disclosure), furnishing a press release as Exhibit 99.1.
• The filing sets out specific economic terms, ownership limits, governance nomination rights and timing for registration of the securities.

This filing does not show why the insider traded or why the company acted.