Form 8-K - Current report

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event Reported): July 16, 2024

 

PERASO INC.

(Exact Name of Registrant as Specified in Charter)

 

000-32929

(Commission File Number)

 

Delaware		77-0291941
(State or Other Jurisdiction of Incorporation)		(I.R.S. Employer Identification Number)

 

2309 Bering Dr.

San Jose, California 95131

(Address of principal executive offices, with zip code)

 

[phone]

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		PRSO		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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 13(a) of the Exchange Act. ☐ 

 

 

 

 

 

Item 2.02 Results of Operations and Financial Condition.

 

On July 16, 2024, Peraso Inc. (the “Company”) issued a press release providing a business update and announcing unaudited preliminary revenue for the quarter ended June 30, 2024 (the “Press Release”). A copy of the Press Release is furnished hereto as Exhibit 99.1 and is incorporated by reference herein.

 

The information in Item 2.02 of this Current Report on Form 8-K, including the sections of the Press Release incorporated by reference herein, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 8.01 Other Events.

 

The information set forth in the Press Release, solely to the extent such information references the Company’s expectation for the preliminary revenue estimate for the quarter ended June 30, 2024, together with the paragraphs set forth under the heading “Forward-Looking Statements,” is incorporated by reference into Item 8.01 of this Current Report on Form 8-K.

 

The portions of the Press Release incorporated by reference into Item 8.01 of this Current Report on Form 8-K are being filed pursuant to Item 8.01. The remaining portions of the Press Release are being furnished pursuant to Item 2.02 of this Current Report on Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Because the Company’s financial statements as of and for the quarter ended June 30, 2024 have not yet been finalized or audited and remain subject to change, the Company’s final results for such periods may differ materially from the unaudited preliminary financial information included in the Press Release. Accordingly, you should not place undue reliance on the unaudited preliminary financial information included in the Press Release.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

  

Exhibit No.		Description
99.1		Press Release by Peraso Inc. dated July 16, 2024
104		The cover page of this Current Report on Form 8-K formatted in Inline XBRL

 

1

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	PERASO INC.
Date: July 16, 2024	By:	/s/ James Sullivan
		James Sullivan
		Chief Financial Officer

 

 

2

 

 

Exhibit 99.1

 

 

Peraso Announces Preliminary Second Quarter 2024 Revenue Results Above Guidance

 

Stronger Than Anticipated Revenue Included First Volume Production Order for mmWave DUNE Platform Solution

 

SAN JOSE, Calif., July 16, 2024 – Peraso Inc. (NASDAQ: PRSO) (“Peraso” or the “Company”), a global leader in mmWave technology for 60 GHz unlicensed and 5G licensed networks, today announced preliminary revenue results for the second quarter ended June 30, 2024. Total net revenue for the second quarter is anticipated to be approximately $4.2 million, exceeding the Company’s previous guidance of revenue to range between $3.7 million and $4.0 million.

 

“Our stronger than expected preliminary revenue results for the second quarter represent strong growth of over 50% sequentially and over 70% year-over-year,” stated Ron Glibbery, CEO of Peraso. “The higher revenue for the quarter was primarily driven by increased shipments of our end-of life (“EOL”) memory IC products, combined with a new volume production order for our mmWave antenna modules in support of the initial deployment of our DUNE platform by a South African service provider. We expect additional incremental orders from this customer in the coming quarters, together with a growing number of mmWave customer engagements targeting gigabit-speed fixed wireless access applications in dense urban environments.”

 

Glibbery concluded, “The further ramping of our mmWave shipments, as well as continued fulfillment of our sizable backlog orders of EOL memory products, gives us increased confidence in the Company’s outlook for continued growth in the second half of 2024.”

 

All results presented in this press release are preliminary and unaudited, and they are subject to adjustment during the Company’s standard quarterly closing process. Peraso will report its complete financial results for the second quarter of 2024 in conjunction with the Company’s quarterly earnings conference call, which is currently planned to be held in August.

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the “safe harbor” created by those sections. All statements in this release that are not based on historical fact are “forward-looking statements.” These statements may be identified by words such as “estimates,” “anticipates,” “projects,” “plans,” “strategy,” “goal,” or “planned,” “seeks,” “may,” “might”, “will,” “expects,” “intends,” “believes,” “should,” and similar expressions, or the negative versions thereof, and which also may be identified by their context. All statements that address customer relationships, as well as availability, operating performance, cost benefits, and advantages of the products of Peraso, market acceptance of Peraso’ products, and anticipated acceptance and use of mmWave technology, that are not otherwise historical facts, are forward-looking statements.

 

Forward-looking statements are based on certain assumptions and expectations of future events that are subject to risks and uncertainties. Actual results and trends may differ materially from historical results or those projected in any such forward-looking statements depending on a variety of factors. These factors include, but are not limited to: the timing, receipt and fulfillment of customer orders associated with Peraso’s mmWave products and solutions; anticipated use of mmWave by Peraso’s customers and intended users of Peraso’s products; the availability and performance of Peraso’s products and solutions; the successful integration of Peraso’s products and technology with customer and third-party semiconductor; antenna and system solutions; reliance on manufacturing partners to assist successfully with the fabrication of Peraso’s ICs and antenna modules; availability of quantities of ICs supplied by Peraso’s manufacturing partners at a competitive cost; level of intellectual property protection provided by Peraso’s patents; vigor and growth of markets served by Peraso’s customers and operations; and other risks included in Peraso’s Securities and Exchange Commission filings. Peraso undertakes no obligation to update publicly any forward-looking statement for any reason, except as required by law, even as new information becomes available or other events occur in the future.

 

About Peraso Inc.

 

Peraso Inc. (NASDAQ: PRSO) is a pioneer in high-performance 60 GHz unlicensed and 5G mmWave wireless technology, offering chipsets, antenna modules, software and IP. Peraso supports a variety of applications, including fixed wireless access, immersive video and factory automation. In addition, Peraso’s solutions for data and telecom networks focus on Accelerating Data Intelligence and Multi-Access Edge Computing, providing end-to-end solutions from the edge to the centralized core and into the cloud. For additional information, please visit www.perasoinc.com.

 

Company Contact: 

Jim Sullivan, CFO

Peraso Inc.

P: 408-418-7500

E: [e-mail]

 

Investor Relations Contacts: 

Shelton Group

Brett L. Perry | Leanne K. Sievers

P: 214-272-0070

E: [e-mail]

 

Cover	Jul. 16, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 16, 2024
Entity File Number	000-32929
Entity Registrant Name	PERASO INC.
Entity Central Index Key	0000890394
Entity Tax Identification Number	77-0291941
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2309 Bering Dr.
Entity Address, City or Town	San Jose
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95131
City Area Code	408
Local Phone Number	418-7500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	PRSO
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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