Filed 2026-03-30 · Period ending 2025-12-31 · 64,559 words · SEC EDGAR
← PRSO Profile · PRSO JSON API
# Peraso Inc. (PRSO) — 10-K **Filed:** 2026-03-30 **Period ending:** 2025-12-31 **Accession:** 0001213900-26-036514 **Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/890394/000121390026036514/) **Origin leaf:** 78dd27c3c5878afae323ba5d9e50fdc2a469899bc20edd6b0b8da5d4cd5d33d8 **Words:** 64,559 --- ** UNITED STATES** **SECURITIES AND EXCHANGE COMMISSION** **Washington, D.C. 20549** **** **FORM 10-K** **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** **For the Fiscal Year December 31, 2025** **or** **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** **Commission file number: 000-32929** **PERASO INC.** (Exact name of registrant as specified in its charter) | Delaware | | 77-0291941 | | | (State or other jurisdiction of incorporation or organization) | | (IRS Employer Identification Number) | | **2033 Gateway Place, Suite 500** **San Jose, California 95110** (Address of principal executive offices) **** **(408) 418-7500** (Registrants telephone number, including area code) 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 | | Securities registered pursuant to Section 12(g) of the Act: | Title of each class | | Name of each exchange on which registered | | | Series AA Preferred Stock, par value $0.01 per share | | None | | Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or 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 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based on the closing price of the shares of common stock on the Nasdaq Stock Market on June 30, 2025 was $6,342,613. The number of shares of the Registrants exchangeable shares, no par value, outstanding as of March 16, 2026 was 55,986. The number of shares of the Registrants common stock, par value $0.001 per share, outstanding as of March 16, 2026 was 12,572,499. **ANNUAL REPORT ON FORM 10-K** **FOR THE YEAR ENDED DECEMBER 31, 2025** **TABLE OF CONTENTS** | | Special Note Regarding Forward-Looking Statements and Other Information Contained in this Report | ii | | | | Part I | | | | Item 1. | Business | 1 | | | Item 1A. | Risk Factors | 9 | | | Item 1B. | Unresolved Staff Comments | 26 | | | Item 1C. | Cybersecurity | 27 | | | Item 2. | Properties | 28 | | | Item 3. | Legal Proceedings | 28 | | | Item 4. | Mine Safety Disclosures | 28 | | | Part II | | | Item 5. | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 29 | | | Item 6. | [Reserved] | 30 | | | Item 7. | Managements Discussion and Analysis of Financial Condition and Results of Operations | 30 | | | Item 8. | Financial Statements and Supplementary Data | 39 | | | Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 40 | | | Item 9A. | Controls and Procedures | 40 | | | Item 9B. | Other Information | 40 | | | Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 40 | | | Part III | | | Item 10. | Directors, Executive Officers and Corporate Governance | 41 | | | Item 11. | Executive Compensation | 46 | | | Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 56 | | | Item 13. | Certain Relationships and Related Transactions, and Director Independence | 58 | | | Item 14. | Principal Accountant Fees and Services | 59 | | | Part IV | | | Item 15. | Exhibits | 60 | | | Item 16. | Form 10-K Summary | 62 | | | | Signatures | 63 | | i **SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND OTHER INFORMATION CONTAINED IN THIS REPORT** *This Annual Report on Form 10-K, or this Report, and the documents incorporated herein by reference contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), which include, without limitation, statements about the market for our products, technology, our strategy, competition, expected financial performance and other aspects of our business identified in this Report, as well as other reports that we file from time to time with the Securities and Exchange Commission, or SEC. Any statements about our business, financial results, financial condition and operations contained in this Report that are not statements of historical fact may be deemed to be forward-looking statements. These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors, including those described in Part I., Item 1A, Risk Factors in this Report. Without limiting the foregoing, the words believes, anticipates, expects, intends, plans, projects, or similar expressions are intended to identify forward-looking statements. Our actual results could differ materially from those expressed or implied by these forward-looking statements as a result of various factors, including the risk factors described in Part I., Item 1A, Risk Factors, and elsewhere in this Report. We undertake no obligation to update publicly any forward-looking statements for any reason, except as required by law, even as new information becomes available or other events occur in the future.* Peraso**, MoSys**and Bandwidth Engine** are registered trademarks of Peraso Inc. PERSPECTUS** is a trademark of Peraso Inc. Unless expressly indicated or the context requires otherwise, the terms Peraso, the Company, we, us or our in this Report refer to Peraso Inc., a Delaware corporation, and, where appropriate, its subsidiaries. **Note Regarding Reverse Stock Split** **** We effected a reverse stock split of our outstanding common stock at a ratio of 1-for-40, effective as of January 2, 2024, for the purpose of complying with Nasdaq Listing Rule 5550(a)(2). We have reflected the reverse stock split herein, unless otherwise indicated. ii **** **Part I** **Item 1. Business.** **Overview** We are a fabless semiconductor company focused on the development and sale of: i) millimeter wavelength wireless technology, or mmWave, semiconductor devices and antenna modules based on our proprietary semiconductor devices and ii) performance of non-recurring engineering, or NRE, services and licensing of intellectual property, or IP. Our primary focus is the development of mmWave technology for wireless communications. mmWave is generally described as the frequency band from 24 Gigahertz, or GHz, to 300 GHz. Our mmWave products, which primarily operate in the spectrum from 24 GHz to 71 GHz, enable a range of applications including: multi-gigabit point-to-point, or PtP, wireless links with a range of up to 25 kilometers and operating in the 60 GHz frequency band; multi-gigabit point-to-multi-point, or PtMP, links in the 60 GHz frequency band used to provide fixed wireless access, or FWA, services; FWA in the 5G operating bands from 24 GHz to 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 high-speed 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. As discussed below, we initiated an end-of-life of these products in 2023, and substantially fulfilled all outstanding EOL orders of our memory IC products as of March 31, 2025. **Business Combination** We were formerly known as MoSys, Inc., or MoSys. On September 14, 2021, we and our subsidiaries, 2864552 Ontario Inc. and 2864555 Ontario Inc., entered into an Arrangement Agreement, or the Arrangement Agreement, with Peraso Technologies Inc., or 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, or the 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, or the Arrangement, under the Business Corporations Act (Ontario). On December 17, 2021, following the satisfaction of the closing conditions set forth in the Arrangement Agreement, the Arrangement was completed, and we changed our name from MoSys to Peraso Inc. and began trading on The Nasdaq Stock Market, or the Nasdaq, under the symbol PRSO. Certain previous shareholders of Peraso Tech elected to convert their Peraso Tech common stock into exchangeable shares in 2864555 Ontario Inc., one of our wholly-owned subsidiaries. These exchangeable shares, which can be converted into our common stock at the option of the holder, are similar in substance to our common stock. **Industry Trends and Market Opportunities** **mmWave** Historically, virtually all wireless communications have utilized the frequency spectrum below 6 GHz. Primary examples include cell phone communications, WiFi, Bluetooth, Internet of Things, and more recently, broadband internet access or FWA. In parallel, a broad array of applications continues to push the boundaries of available wireless network capacity. These include video streaming services, such as those offered by Netflix, Apple and Amazon, user-generated video content, such as TikTok and Instagram Reels, and broadly, personal video content generated by personal mobile devices. While the sub-6 GHz band has traditionally been sufficient for these services, with growing demand, the mmWave spectrum is an additional source of wireless capacity. Wireless spectrum is an extremely valuable commodity and is highly regulated by federal governments around the world. Spectrum is broadly segmented into either licensed frequencies or unlicensed frequencies, although most frequencies are licensed. The mmWave frequencies between 24 GHz and 100 GHz include both licensed and unlicensed spectrum. In the case of mmWave, the 3rd Generation Partnership Project, or 3GPP, has included the spectrum from 24 GHz to 43 GHz in its 5G specification. This is licensed spectrum in most jurisdictions around the world, and carriers must license this spectrum if they choose to utilize the mmWave frequency bands within that spectrum. Alternatively, the spectrum from 57 GHz to 71 GHz is generally unlicensed around the world, and, therefore, a license is not required to operate in this spectrum. To that end, the Institute of Electrical and Electronics Engineers, or IEEE, has established two standards which utilize this unlicensed mmWave spectrum, IEEE 802.11ad and IEEE 802.11ay. We have developed silicon products that comply with both the licensed and unlicensed standards. 1 In an August 2024 report titled, *Millimeter Wave Technology*, Allied Market Research valued the global mmWave technology market at $3.4 billion, and forecasted it to grow at a 20% compound annual growth rate from 2024 to 2032. *IEEE 802.11ad/ay: License-Free mmWave Market* A primary opportunity for our mmWave products in unlicensed-band applications is the FWA market. In this market segment, wireless Internet service providers, or WISPs, provide their customers with a fixed wireless link to a base station or small cell, thus providing the customer with high-speed access to the Internet. mmWave can provide both upload and download speeds of over 1 Gbps. In addition, we believe mmWave is generally a much less expensive alternative to installing underground fiber optic cable and provides FWA carriers with competitive and cost advantages compared to other access technologies, such as cable broadband. From an equipment perspective, the FWA worldwide market has historically been serviced by OEMs, such as Ubiquiti Inc., or Ubiquiti, Cambium Networks, Ltd. and SIA MikroTik. Generally, WISPs address segments of the broadband market either not served or underserved by the traditional carriers, such as rural markets. The FWA market has been helped in recent years with the advent of government incentives aimed at closing the so-called digital divide between urban and rural broadband access. In 2023, the U.S. government established the Broadband Equity, Access, and Deployment, or BEAD, program, which allocated $42.45 billion to expand high-speed Internet access by funding planning, infrastructure deployment and adoption programs in all 50 states. The National Telecommunications and Information Administration, or NTIA, is the agency responsible for administering the BEAD program. When initially introduced, the NTIA hadoriginally provided guidance that BEAD funding would be prioritized for primarily fiber deployments, and that alternative technologies such asunlicensedfixed wireless were not eligible forBEAD program funding. During 2025, the NTIA espoused a shift to a technology-neutral approach including all forms of FWA, including services enabled by our 60GHz mmWave wireless technology. A related opportunity for us in the license-free FWA space is dense urban markets, many of which have a high saturation of informal settlements. In a December 2023 report, the International Telecommunications Union, or ITU, reported that an estimated 2.6 billion people, or one-third of the global population, does not have Internet access. As of August 2023, the World Economic Forum estimated there were over 1.1 billion people living in informal settlements around the world. Traditional last mile technology, such as WiFi, is not able to handle the congestion generated by the dense concentration of users in such communities. This is because WiFi radio signals spread out in all directions, much like a light bulb. Due to the very high population density in informal settlements, numerous WiFi transmitters are required, and as such, tend to cancel each other out with overlapping signals. Because our mmWave technology utilizes beamforming, the signals are more like beams from a car headlight, very narrow and controlled. Therefore, in a dense environment, mmWave is much better at handling high congestion, as the radio signals generally do not overlap. Another advantage our mmWave technology provides in the dense urban environment is reduced power consumption. The power grid in an informal settlement can often be unreliable. Our technology can operate under 12 watts, which enables communications networks to continue to operate on a backup battery power supply for several hours. An additional market for our 60GHz mmWave products is military applications requiring secure communications. Specifically, as a result of our radio frequency, or RF, beamforming and beamsteering capabilities, militaries and defense contractors are evaluating the use of mmWave for stealth tactical communications. Unlike traditional wireless technology that radiates equally in all directions (omni), mmWave technology utilizes phased-array RF beams to focus the RF energy into a specific intensity and direction. The military views mmWave as an inherently stealthy protocol Low Probability of Interception (LPI)/Low Probability of Detection (LPD)/Anti-Jamming (AJ). As the 60GHz spectrum band is generally unlicensed around the world, these communications will not interfere with locally licensed spectrum, providing additional benefit. Also, as our devices operate at under 12 watts, a light battery can be used for simple deployment in field deployments and combat settings. Further, as our mmWave technology can support gigabit speeds, military personnel are able to transmit and receive information in a timely manner. Our lead defense contractor customer is using our mmWave technology in an Identification Friend or Foe, or IFF, system designed to operate in highly contested electronic warfare environments. Our customers IFF system enables secure identification between and amongst ground forces and between ground forces and drones, allowing counter-drone systems and battlefield operators to determine whether aerial platforms are friendly or hostile. At the core of the customers system, our 60 GHz beamforming wireless transceivers provide the communications backbone for highly directional, low-power links that reduce the likelihood of detection or interception, making them well suited for dense electronic warfare environments. 2 Our 60 GHz products can also be applied to consumer applications, as we believe our technology can provide key advantages to this market. For example, we are targeting the high-performance, video-streaming market, specifically the virtual reality, or VR, market. Uses of VR are envisioned in a broad variety of markets, including gaming, real estate, healthcare, and transportation. We believe that our mmWave technology has certain characteristics that are ideal for VR applications. First, mmWaves high data rate of 3 Gbps supports high-resolution displays. Second, our proprietary beamforming and beamtracking techniques keep latency to under 5 milliseconds, or ms, so the user does not experience lags. Third, mmWave technology is less susceptible to interference and, as mentioned above in the context of dense urban environments, can operate in highly congested environments, which limits interruptions in the VR users experience. Other market opportunities for 60 GHz mmWave technology include transportation safety, factory automation, and railway communications. *3GPP: Licensed mmWave Market* The frequency band from 24 GHz to 43 GHz has been designated as the mmWave band in 5G communications. In the United States, this band is generally licensed to carriers by the FCC for expensive license fees that can reach billions of dollars. Carriers license this spectrum to ensure there is no interference from other carriers using the same frequencies. We believe that the primary benefit of mmWave to carriers is the availability of additional spectrum within the licensed band, to provide additional capacity to handle the growth of mobile users. Our initial target for licensed-band applications is the FWA segment, as carriers can utilize the additional network capacity offered by mmWave to provide FWA services. According to the *Ericsson Mobility Report*, as of November 2023, approximately 80% of mobile service providers have an FWA offering and 121 service providers offer FWA services over 5G, representing 50% of all FWA service providers. According to Mobile Experts Inc.s report, *5G Millimeter Wave 2023*, mobile operators that have deployed 5G mmWave include Verizon, T-Mobile, AT&T, NTT DoCoMo, KDDI, Softbank and Rakuten Mobile. We believe major Chinese mobile carriers have commenced formal collaborations to advance mmWave solutions in the Chinese telecom market. Regarding U.S. carriers, FWA has become a bright spot for their 5G roll out. While U.S. carriers currently use the sub 6 GHz frequency band, eventually, as the network gets saturated, we believe the carriers will commence a broad roll out of mmWave technology. In terms of FWA market potential in the U.S., according to Fierce Wireless, T-Mobile is available to over 50 million homes, and Verizon is available to over 40 million homes. In addition to being used to provide FWA services, our mmWave antenna modules can be utilized in consumer-premises equipment or CPE, including hotspots, laptops and tablets. In its report, *5G Millimeter Wave 2023*, Mobile Experts Inc. forecasts a total volume of approximately 2 million mmWave-enabled CPE units by 2026. 5G mmWave has support from major industry players, such as Apple, which has incorporated mmWave wireless into substantially all versions of the iPhone for sale in the U.S. market. The basic premise is the ever-increasing demand for bandwidth. The initial use case for cellular service providers is to provide their customer base (primarily smart-phone customers) with continuity of network access in highly congested environments, such as sporting events, public beaches, music festivals or generally any large gathering where thousands of users are attempting to access the network simultaneously. We believe that mmWave will gain universal acceptance, as users will demand full continuity in terms of network access, and we are well positioned to address the mobile opportunity for mmWave, which is expected to present an order of magnitude increase in the total available market. 3 **Our Products** Our primary focus is the development, marketing and sale of our mmWave products. ** *mmWave ICs* Currently, there are two industry standards that incorporate mmWave technology for wireless communications: (i) license-free: IEEE 802.11ad/ay and (ii) licensed: 3GPP Release 15-17 (commonly referred to as 5G). We have developed and continue to develop products that conform to these standards. To date, we have not sold any 5G products, as our primary business focus remains license-free markets. Our first mmWave IC product line operates in the license-free 60 GHz band and conforms to the IEEE 802.11ad standard. This product line includes a baseband IC, several variations of mmWave radio frequency, or RF, ICs, and associated antenna technology. Our 60 GHz IEEE802.11ad products have two very important advantages over traditional 2.4 GHz / 5 GHz Wi-Fi products: very high data rates (up to 3.0 Gbps) and low latency, i.e., less than 5 ms. The first application that had traction was outdoor broadband, including applications such as PtP backhaul links or FWA using PtMP links. As the spectrum is unlicensed (free), wireless Internet service providers, or WISPs, can provide services without having to procure expensive wireless spectrum licenses. We believe that our mmWave technology can be deployed quickly and cost effectively in rural and suburban environments, including in remote and low-income regions where residents often have poor Internet quality. While carriers can provide fiber access, the cost of fiber deployment can be prohibitive and trenching for fiber is time consuming and can limit the rate at which new subscribers are added. Our mmWave products enable WISPs to deploy broadband service using low-cost terminals and infrastructure, while avoiding the costs of deploying cable or fiber. We are a leading supplier of semiconductors in the mmWave PtP and PtMP markets. We are currently shipping to leading equipment suppliers in this space, as well as directly to service providers that are building their own equipment. We believe we bring certain advantages to the market, including our products supporting the spectrum from 66 GHz to 71 GHz, which is often referred to as channels 5 and 6 in the 802.11ad/ay specifications. The key advantage in supporting these channels is that the signals are able to propagate much further than channels 1 through 4; this is a result of significantly lower oxygen absorption at frequencies above 66 GHz. To date, our FWA customers have achieved links in the range of 25 kilometers, which we believe is industry-leading. In the indoor area, the 802.11ad technology is ideal for high-speed, low-latency video applications, and our products can support 3Gbps links with under 5 ms of latency. Representative applications include: | | | AR/VR links between the headset and the video console; | | | | | USB video cameras for corporate video conferencing; | | | | | wireless security cameras; and | | | | | smart factory safety and surveillance. | | Our mmWave ICs have been in volume production since 2018. A core competency of the Company is phased-array technology, or beamforming, in which an array of antenna elements work in unison to create a focused RF beam. Through adjustment of the relative phase of the antenna signals, the beams can be directed to support robust wireless connection. We are a leader in the production of mmWave devices and have pioneered a high-volume mmWave production test methodology using standard low-cost production test equipment. It has taken us several years to refine performance of this production test methodology, and we believe this places us in a leadership position in addressing the operational challenges of delivering mmWave products into high-volume markets. 4 Our second product line addresses the 5G mmWave opportunity. In its *4G-5G FWA Survey 2024* issued in August 2024, the Global Mobile Supplier Association reported that 5G mmWave FWA was ramping and that shipments of 5G devices with mmWave capability are expected to grow 22% in 2024, while still representing less than 10% of all 5G device shipments. Given our extensive experience in the development of mmWave technology, 5G mmWave is a logical adjacent and larger market. We have sampled a highly integrated 5G mmWave beamformer IC, which operates in the 24 GHz to 43 GHz frequency range. The device supports dual-stream multiple input, multiple output, or MIMO, with two 16-channel beamforming arrays. *mmWave Antenna Modules* We produce and sell complete mmWave antenna modules for license-free 60 GHz applications. The primary advantage provided by our antenna modules is that our proprietary mmWave ICs and the antenna are integrated into a single device. A differentiating characteristic of mmWave technology is that the RF amplifiers must be as close as possible to the antenna to minimize loss. Our module is designed to enhance the performance of the amplifier/antenna interface and simplify customers RF engineering, facilitating more opportunities for customer prospects that have not provided RF-type systems, as well as shortening the time to market for new products. It is possible for third parties to provide competitive module products, but, because we utilize our mmWave ICs and incorporate our proprietary mmWave antenna IP, we can provide a highly-competitive solution based on our internally-owned and developed module components. Our PERSPECTUS family of mmWave antenna modules enable WISPs to offer high-capacity FWA networks in the unlicensed 60-GHz spectrum. The PERSPECTUS product family includes our integrated 60 GHz mmWave antenna modules and enhanced software for PtMP FWA applications. Our PERSPECTUS products allow rapid development of low-cost network equipment utilizing over 14 GHz of spectrum to provide multi-gigabit access services. Leveraging our integrated phased-array antennas and operating in the upper channels of the band, link ranges from 1.5 kilometers up to extended ranges of 30 kilometers can be achieved using a parabolic reflector. Additionally, we have established an innovative user arbitration protocol called DUNE that is specifically designed to optimize network performance in dense urban environments using our PERSPECTUS antenna modules. DUNE is a result of our decade-long experience in mmWave technology and in-house development of the intellectual property incorporated in media access control, which controls the hardware, the physical layer, which controls the physical connection and software drivers, as well as novel antenna designs and beamforming algorithms. DUNE takes a multi-level approach to reducing contention and interference by incorporating both physical, e.g. antenna and beamforming, and protocol-level innovations. *Memory* We had a memory product line comprising our Bandwidth Engine ICs, which are memory-denominated ICs that were designed to be i) high-performance companion ICs to packet processors and ii) targeted for high-performance applications where throughput is critical. Taiwan Semiconductor Manufacturing Corporation, or TSMC, the sole foundry that manufactured the wafers used to produce our memory IC products, discontinued the foundry process used to produce such wafers. As a result, in May 2023, we initiated an end-of-life, or EOL, of our memory IC products, and fulfilled all outstanding EOL orders of our memory IC products in March 2025. Subsequent to March 2025, we received two additional purchase orders for our remaining inventory which were fulfilled in the third and fourth quarters of 2025 for total revenues to us of approximately $0.5 million.We may receive additional purchase orders for our remaining inventory, but we do not expect to generate any significant revenue from shipments of our remaining memory IC products after the quarter ended December 31, 2025. **Research and Development** Our ability to compete in the future depends on successfully improving our technology to meet the increasing demand for higher performance and lower cost solutions. Development of new IC products requires specialized chip design and product engineers, expensive computer-aided design software licenses, and significant fabrication and testing costs, including mask costs. 5 We have over 15 years of technical know-how in the design and manufacturing of mmWave technology. The most important aspect of this knowledge is knowing how mmWave circuits will perform in a real-world environment. Traditionally, semiconductor design utilizes sophisticated computer-aided design software to simulate the performance of a device that is manufactured at a specific semiconductor manufacturing plant. However, mmWave is extremely difficult to model precisely. Therefore, the only path to understand how well a device will perform is to produce the device and test it in a real-world application. Over the last decade, many companies have attempted to develop mmWave semiconductor devices, however, given that the devices had inconsistent or weak performance, a number of the companies were unsuccessful and abandoned their design and product development efforts. As an example of our leadership and expertise in the development of mmWave technology, we were an active participant in the development of the IEEE 802.11ay wireless specification and, to date, have been granted nine essential claims patents with respect to this standard. At a system level, there are additional technical challenges presented by mmWave technology that we have overcome and form a key part of our internal know-how. For example, a key technology of mmWave is the concept of beamforming and beam steering using a phased-array antenna. This technology is utilized to concentrate the RF energy into a narrow beam to improve the range and coverage of mmWave devices. We have developed effective beamforming and beam steering technology for phased-array circuits and antennas. While there are many academic examples of successful phased-array implementations, there is a vast barrier between a laboratory version of phased-array technology and a version that is deployed for commercial use. One such aspect is the implementation of the beamforming procedure, which seeks to maximize throughput and do so while not impacting latency. While the details of achieving this are complex, it is important-intellectual property that we have gained through real-world experience. mmWave is not without challenges, as mmWave signals do not typically travel as far as traditional wireless signals and are more attenuated by solid objects. Mitigation strategies must be deployed, particularly with regard to the management of signal propagation. Whereas traditional wireless devices utilize a broad, omni-antenna pattern, mmWave systems rely on phased-array technology, which focusses the radio signal into a narrow beam to improve propagation characteristics. We consider ourselves to be a global leader in implementing these sophisticated radio systems and one of the few providers in the market successfully shipping phased-array devices in mass production. While we have developed products for the 60 GHz and 5G mmWave markets, we believe there are other market opportunities that could utilize mmWave technology. For example, at the IEEE there is a pending proposal to utilize mmWave technology in future versions of an IEEE standard. We believe this proposal is primarily driven by the anticipated use of mmWave to support VR applications, which require very high data rates, and to reduce congestion in multi-dwelling units. In the mobile carrier market, there is some early research in the use of terahertz technology to make even more spectrum available for network capacity. While the proposed frequencies are higher than mmWave (above 100 GHz), we believe that many of our technological developments, particularly our beamforming and beamsteering concepts, can be applied to terahertz technology. With regard to our memory products, we have ceased and do not intend to expend any development efforts or funds to develop new memory products. Our memory IC products will not provide us with meaningful revenue and gross margin contributions after December 31, 2025, as we completed the EOL of these products during 2025. We intend to continue to devote substantially all of our research and development efforts toward further expanding our mmWave technology portfolio and expanding our product offerings. **Sales and Marketing** In addition to our direct sales personnel, we sell through sales representatives and distributors in the United States, Africa, Asia and Europe. Our distributors have a global presence with offices and technical selling and applications engineering capabilities, which we believe will enable us to reach new potential customers for our products. We also have applications engineers who support our customer engagements and engage with the customers system architects and designers to propose and implement our products and solutions to address system design challenges and improve performance. In the markets we serve, the time from a design win to production volume shipments of our IC products can range from 12 to 36 months. We believe that our customer systems can have a product life from a few years to up to 10 years once products like ours have been designed into the system. Historically, our revenue has been highly concentrated, with a few customers accounting for a significant percentage of our total revenue. 6 In the FWA market, our primary customer base is OEMs, but we also have multiple WISP customers primarily located in Africa. Our OEM customers in the fixed wireless space include Ubiquiti, WeLink, which prior to 2024 operated as both an OEM and a WISP, and Tachyon Networks, or Tachyon. Ubiquiti, an OEM in the unlicensed fixed wireless space, relies on us as its sole source mmWave IC supplier for its *Wave* products. Historically, WeLink relied on us as its sole source supplier for WeLink-designed equipment used to deliver WISP residential service since 2022; however, in 2024, WeLinks hardware business was launched as a separate entity, Ketsen Networks, or Ketsen. WeLink currently deploys 60 GHz technology in multiple U.S. cities, including Las Vegas, Dallas and Los Angeles. We expect to continue to supply our antenna modules to both WeLink and Ketsen. Tachyon utilizes our mmWave antenna modules in its TNA-30X family of PtP and PtMP solutions for 60 GHz unlicensed FWA networks. In addition to OEMs, we have partnered with several WISPs in Africa that have deployed our 60 GHz technology. We continue to focus on securing new OEM and WISP customers. During the year ended December 31, 2025, five customers accounted for 10% or more of our net revenues, including UI Limited at 29% and F5/Flextronics, Tachyon and Alltek at 13% each and Ikeja at 12%. During the year ended December 31, 2024, two customers accounted for 10% or more of our net revenues, including Nokia Corporation at 25% and F5/Flextronics at 61%. **Intellectual Property** We regard our patents, copyrights, trademarks, trade secrets and similar intellectual property as critical to our success and rely on a combination of patent, trademark, copyright, and trade secret laws to protect our proprietary rights. As of December 31, 2025, we held 72 United States patents and 16 foreign patents on various aspects of our mmWave, antenna, memory and other technology, with expiration dates ranging from 2026 to 2041. We also held 8 pending patent applications in the United States and abroad. There can be no assurance that others will not independently develop or patent similar or competing technology or design around any patents that may be issued to us, or that we will be able to successfully enforce our patents against infringement by others. We were also an active participant in the development of the IEEE 802.11ay wireless specification and, to date, have been granted nine essential claims patents with respect to this standard. Essential claims patents are of particular value as a specification cannot be implemented without obtaining a license to the patents from us. The semiconductor industry is characterized by frequent litigation regarding patent and other intellectual property rights. Our IC customers, licensees or we might, from time to time, receive notice of claims that we have infringed patents or other intellectual property rights owned by others. Our successful protection of our patents and other intellectual property rights and our ability to make, use, import, offer to sell, and sell products free from the intellectual property rights of others are subject to a number of factors, particularly those described in Part I, Item 1A, Risk Factors. **Competition** *mmWave* mmWave circuit and system design is a highly specialized engineering skill, as mmWave is a challenging technology to ship in mass production. At frequencies above 24 GHz, circuits are extremely vulnerable to small variances in the semiconductor manufacturing process. Designing circuits that minimize susceptibility to these variances takes years of development, and we believe we are one of the few companies in the world that is skilled in mmWave design. Further, we have shipped mmWave devices in volume, and ensuring all devices sold adhere to strict performance standards is a core competency we have developed. In addition, we have developed our own mmWave phased-array antenna technology, which allows us to be highly competitive in terms of overall system cost. Our customers do not need to engage with third-party antenna suppliers, thus eliminating the additional cost for a third-party antenna. 7 Unlicensed IEEE 802.11ad/ay Market: Historically, our primary competitor in the IEEE802.11ad/ay market has been Qualcomm. The primary benefit that we provide to the market is the support of the higher frequency bands from 66 GHz to 71 GHz. The advantage at these frequencies is that oxygen attenuation is significantly reduced, and signals can travel much further. We also have key points of differentiation compared to Qualcomm for wireless video devices. We are well positioned in this market, as we have USB 3.0 built into our devices, so our products generally support USB architectures. A prime example is the replacement of the USB cable with a wireless version using our technology. There are many applications where this can be of use, including USB web cams, wireless displays, and AR/VR headsets. We have invested significant software resources into providing the market with wireless USB solutions, and we believe there is no other mmWave vendor in the world that can offer multi-gigabit solutions as a replacement for wired USB. Licensed 5G Market: With 5G, our efforts are focused on the mmWave RF front-end phased-array component of the system. The 5G product instantiation is an RF module utilizing our proprietary intellectual property. Key elements of our mmWave intellectual property include: | | | RF circuits; | | | | | phased-array antenna; and | | | | | in-system circuit calibration, beam forming, and real-time system monitoring. | | From a competitive perspective, we believe we are currently the only pure-play, 5G vendor to offer a dual-band (28/39 GHz) RF solution for the FWA market. Qualcomm does offer a 5G RF solution for the FWA market, however its solution is based on aggregating its mobile RF solution, which we believe requires several compromises in terms of cost, performance, and power consumption. With an initial focus on FWA, we can derive advantages by optimizing our silicon for that specific market. Furthermore, we have achieved traction in the unlicensed, 60 GHz, FWA market, and we believe we will be able to transfer all of our knowledge gained from the 60 GHz market to the 5G market. However, this market opportunity is more competitive, and potential competitors, in addition to Qualcomm, include MediaTek Inc. and Samsung Electronics Co., Ltd. **Manufacturing** We depend on third-party vendors to manufacture, package, assemble and test our IC and module products, as we do not own or operate a semiconductor fabrication, packaging or production testing facility. By outsourcing manufacturing, we can avoid the high cost associated with owning and operating our own facilities, allowing us to focus our efforts on the design and marketing of our products. We perform an ongoing review of our product manufacturing and testing processes. Our IC products are subjected to extensive testing to assess whether their performance meets design specifications. Our test vendors provide us with immediate test data and the ability to generate characterization reports that are made available to our customers. **Employees** As of December 31, 2025, we had 42 employees, including 9 located in the United States and 33 located in Canada. Our headcount comprised 31 in research and development and manufacturing-related operations and 11 in sales, marketing and general and administrative functions. We believe our current headcount is adequate to conduct our business. 8 **Available Information** We were founded in 1991 and reincorporated in Delaware in 2000. Our website address is www.perasoinc.com. The information in our website is not incorporated by reference into this report. Through a link on the Investor section of our website, we make available our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after they are filed with, or furnished to, the SEC. You can also read any materials submitted electronically by us to the SEC on its website (www.sec.gov), which contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us. **Item 1A. Risk Factors.** The following risks could materially and adversely affect our business, financial condition, cash flows, and results of operations, and could cause the trading price of our common stock to decline. These risk factors do not identify all of the risks that we face. Our operations could also be affected by factors that are not presently known to us or that we currently consider to be immaterial to our operations. Due to risks and uncertainties, known and unknown, our past financial results may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. Refer also to the other information set forth in this Report, including in Part II, Item 7, *Managements Discussion and Analysis of Financial Condition and Results of Operations*, as well as our Consolidated Financial Statements and the related notes in Part II, Item 15. **Summary of Risk Factors** ** The following summarizes the risks and uncertainties that could materially adversely affect our business, financial condition, results of operation and stock price. You should read this summary together with the more detailed description of each risk factor contained below. **Risks Related to Our Business, Operations and Industry** **** | | | We might not be able to continue as a going concern. | | | | | We discontinued the production of our memory products. | | | | | 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. | | | | | Future revenue growth depends on our winning designs with existing and new customers, retaining current customers, and having those customers design our solutions into their product offerings and successfully selling and marketing such products. If we do not continue to win designs in the short term, our product revenue in the following years will not grow. | | | | | To date, we have not achieved the anticipated benefits of conducting business as a fabless semiconductor company. | | | | | Our main objective is the development and sale of our technologies to OEMS, service providers and other equipment manufacturers 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. | | 9 | | | 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. | | | | | Our products have a lengthy sales cycle, which makes it difficult to predict success in this market and the timing of future revenue. | | | | | The semiconductor industry is cyclical in nature and subject to periodic downturns, which can negatively affect our revenue. | | | | | Our revenue has been highly concentrated among a small number of customers, and our results of operations could be harmed if we lose a key revenue source and fail to replace it. | | | | | Our revenue concentration may also pose credit risks which could negatively affect our cash flow and financial condition. | | | | | Our products must meet exact specifications and defects and failures may occur, which may cause customers to return or stop buying our products. | | | | | Because we sell our products on a purchase order basis and rely on estimated forecasts of our customers needs, inaccurate forecasts could adversely affect our business. | | | | | We rely on independent foundries and 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. | | | | | Disruptions in our supply chain due to shortages in the global semiconductor supply chain could cause delays for customers and impact revenue. | | | | | 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 discovery of defects in our technology and products could expose us to liability for damages. | | | | | We might not be able to protect and enforce our IP rights, which could impair our ability to compete and reduce the value of our technology. | | | | | Our evaluation of strategic alternatives, including Mobix Labs proposal, may not result in a transaction or increased value for our stockholders and could create business disruption and stock price volatility. | | | | | We currently maintain and may expand operations outside of the United States, which exposes us to significant risks. | | | | | International trade policies, including protectionist trade policies, such as tariffs and sanctions, could adversely affect our business, results of operations and financial condition. | | | | | Third parties might attempt to gain unauthorized access to our network or seek to compromise our products and services. | | 10 **Risks Related to Our Securities** | | | There may be future sales of our common stock, which could adversely affect the market price of our common stock and dilute a stockholders ownership of common stock. | | | | | 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. | | | | | If we are unable to satisfy the continued listing requirements of the Nasdaq, our common stock could be delisted and the price and liquidity of our common stock may be adversely affected. | | **Risks Related to Our Business, Operations and Industry** **** **We might not be able to continue as a going concern.** Our consolidated financial statements as of December 31, 2025 have been prepared under the assumption that we will continue as a going concern for the next twelve months. As of December 31, 2025, we had cash and cash equivalents of $2.9 million and an accumulated deficit of $181.9 million. We believe that our existing cash and cash equivalents and expected receipts associated with forecasted product sales will enable us to meet our capital needs into the third quarter of 2026. 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. As a result, management has concluded, and our independent registered public accounting firm has agreed with our conclusion that there is substantial doubt regarding our ability to continue as a going concern for a period of at least 12 months beyond the filing of this Annual Report on Form 10-K. 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 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. Our forecast of the period of time through which our financial resources will be adequate to support our operating requirements is a forward-looking statement and involves risks and uncertainties, and actual results could vary as a result of a number of factors, including the factors discussed elsewhere in this *Risk Factors* section. We have based this estimate on a number of assumptions that may prove to be wrong and changing circumstances beyond our control may cause us to consume capital more rapidly than we currently anticipate. Our inability to obtain additional funding when we need it could seriously harm our business. **We discontinued the production of our memory products.** Taiwan Semiconductor Manufacturing Corporation, or TSMC, the sole foundry that manufactured the wafers used to produce our memory IC products, discontinued the foundry process used to produce such wafers. As we were not in a position to transition wafer production to a new foundry and continue to manufacture these products, we initiated an end-of-life, or EOL, of our memory IC products in 2023, and ceased production of these products in 2024. As of December 31, 2025, we had no remaining EOL purchase orders from customers.We do not expect to generate any meaningful revenue from shipments of our memory IC products after December 2025. For the years ended December 31, 2025 and 2024, our memory IC products represented approximately 22% and 89% of our revenues, respectively. The discontinuation of the production and sale of our memory IC products will negatively impact our future revenues, results of operations and cash flows. 11 **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. In addition, we maintain an inventory of our products at various stages of production, as well as an inventory of finished goods. As we are generally a sole-source supplier, we hold these inventories in anticipation of customer orders. If those customer purchase orders do not materialize in a timely manner or customers do not honor those purchase orders, we can have excess or obsolete inventory which we would have to write-down, and our gross profit and results of operations would be adversely affected. During the years ended December 31, 2025 and 2024, we recorded inventory write-downs of approximately $36,000 and $0.4 million, respectively. **We have a history of losses, and we will need to raise additional capital.** We incurred net losses ofapproximately $4.8 million and $10.7 million for the years ended December 31, 2025 and 2024, respectively, and we had an accumulated deficit ofapproximately $181.9 millionas of December 31, 2025. These and prior-year losses have resulted in significant negative cash flows. To remain competitive and expand our product offerings to customers, 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. Given 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. **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.** We intend to continue spending to grow our business. If we do not achieve and maintain profitability, we will need additional financing to pursue our business strategy, develop new products, respond to competition and market opportunities and acquire complementary businesses or technologies. There can be no assurance that such additional capital, whether in the form of debt or equity financing, will be sufficient or available and, if available, that such capital will be offered on terms and conditions acceptable to us. Adverse market conditions, volatility in the capital markets, declines in our stock price, changes in investor sentiment, interest rate increases, or factors specific to our business or industry could impair our ability to raise capital on terms favorable to us or at all. In addition, so long as our public float remains below $75 million, we are subject to the baby shelf limitations under General Instruction I.B.6 of Form S-3, which restricts the amount of securities we may sell under a shelf registration statement in any 12-month period to one-third of our public float. This limitation may constrain the amount of capital we can raise through our at the market offering program or through registered shelf offerings and may require us to rely on alternative, potentially more costly or time-consuming offering structures, such as registration statements on Form S-1. If we were to raise additional capital through sales of our equity securities, our stockholders would suffer dilution of their equity ownership. If we engage in debt financing, we may be required to accept terms that restrict our ability to incur additional indebtedness, prohibit us from paying dividends, repurchasing our stock or making investments, and force us to maintain specified liquidity or other ratios, any of which could harm our business, operating results and financial condition. If we need additional capital and cannot raise it on acceptable terms, we may not be able to, among other things: | | | develop or enhance our products; | | | | | continue to expand our product development and sales and marketing organizations; | | | | | 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. | | 12 **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. An 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. **Future revenue growth depends on our winning designs with existing and new customers, retaining current customers, and having those customers design our solutions into their product offerings and successfully selling and marketing such products. If we do not continue to win designs in the short term, our product revenue in the following years will not grow.** We sell our ICs and modules to customers that include our products 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 will utilize our products. As a result, our future revenue depends on our OEM customers designing our products into their products, and on 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 competitors 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 OEMs 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 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*. 13 **The design-win process for our products is generally lengthy, expensive and competitive, with no guarantee of revenue, and, if we fail to generate sufficient revenue to offset our expenses, our business and operating results would suffer.** Achieving a design win for one of our products is typically a lengthy, expensive and competitive process because our customers generally take a considerable amount of time to evaluate our products. In the markets we serve, the time from initial customer engagement to design win to production volume shipments can range from one to three years, though it may take longer for new customers or markets we intend to address. In order to win designs, we are required to both incur design and development costs and dedicate substantial engineering resources in pursuit of a single customer opportunity. Even though we incur these costs we may not prevail in the competitive selection process, and, even if we do achieve a design win, we may never generate sufficient, or any, revenue to offset our development expenditures. Our customers have the option to decide whether or not to put our solutions into production after initially designing our products in the specification. The customer can make changes to its product after a design win has been awarded to us, which can have the effect of canceling a previous design win. The delays inherent in our protracted sales cycle increase the risk that a customer will decide to cancel, curtail, reduce or delay its product plans, causing us to lose anticipated revenue. In addition, any change, delay or cancellation of a customers plans could harm our financial results, as we may have incurred significant expense while generating no revenue. **If our foundries do not achieve satisfactory yields or quality, our cost of net revenue will increase, our operating margins will decline and our reputation and customer relationships could be harmed.** We depend not only on sufficient foundry manufacturing capacity and wafer prices, but also on good production yields (the number of good die per wafer) and timely wafer delivery to meet customer demand and maintain profit margins. The fabrication of our products is 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. From time to time, our foundries experience manufacturing defects and reduced manufacturing yields. Changes in manufacturing processes or the inadvertent use of defective or contaminated materials by our foundries could result in lower than anticipated manufacturing yields, which would harm our revenue or increase our costs. For example, in the past, one of our foundries produced ICs and met its process specification range but did not meet our customers specifications causing us to write off a portion of our production lot. 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 or 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. **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.** We aim to use the most advanced manufacturing process technology appropriate for our solutions that is available from our foundries. As a result, we periodically evaluate the benefits of migrating our solutions to other technologies in order to improve performance and reduce costs. These ongoing efforts require us from time to time to modify the manufacturing processes for our products and to redesign some products, which in turn may result in delays in product deliveries. We are dependent on our foundries to support the production of wafers for future versions of our IC. Such production may require changes to the foundrys existing process technology. If the foundry elects to not alter their process technology to support future versions of our ICs, we would need to identify a new foundry. As discussed under *We discontinued the production of our memory products*, TSMC, the sole foundry that manufactured the wafers used to produce our memory IC products, discontinued the foundry process used to produce such wafers. We were not in a position to transition wafer production to a new foundry and continue to manufacture these products. As a result, we initiated an EOL of our memory IC products. We do not expect to generate any meaningful revenue from shipments of our memory IC products after December 2025. The discontinuation of the production and sale of our memory IC products will negatively impact our future revenues, results of operations and cash flows. 14 **To date, we have not achieved the anticipated benefits of conducting business as a fabless semiconductor company.** Our primary goal has been to increase our total available market by creating high-performance ICs and modules for mmWave applications using our proprietary technology and design expertise. Historically, this development effort required that we add headcount and design resources, such as expensive software tools, which increased our losses from, and cash used in, operations. Our efforts to increase our revenue and expand our markets have been subject to various risks and uncertainties, including, but not limited to: | | | 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; | | | | | our ability to qualify our products for mass production and achieve wafer yield levels and the final test results necessary to be price competitive; | | | | | the availability of quantities of our products supplied by our manufacturing partners at a competitive cost; | | | | | our ability to generate the desired gross margin percentages and return on our product development investment; | | | | | competition from established competitors; | | | | | the adequacy of our IP protection for our proprietary IC designs and technologies; | | | | | customer concerns over our financial condition and viability to be a long-term profitable supplier; and | | | | | the vigor and growth of markets served by our current and prospective customers. | | If we experience significant delays in bringing our products to market, if customer adoption of our products is delayed or if our customers products that include our products are not successful, this could have a material adverse effect on our anticipated revenues in upcoming years due to the potential loss of design wins and future revenues. **Our main objective is the development and sale of our technologies to OEMs, service providers and other equipment manufacturers 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 mmWave products and technology to OEMs, service providers and other equipment manufacturers in the defense and aerospace and consumer product markets 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, OEMs, service providers and other equipment manufacturers 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 customers will increase substantially in the future or that the demand for our customers or their customers systems will increase. Our future revenues from these products may not increase in accordance with our growth and strategic objectives, if, instead, our 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. 15 **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 failure to enhance our existing products and develop future products that achieve broad market acceptance will harm our competitive position and impede our future growth. **Our products have a lengthy sales cycle, which makes it difficult to predict success in this market and the timing of future revenue.** Our 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 know the volume of products that such customer will, or is likely to, order. A number of factors can contribute to the length of the sales cycle including technical evaluations of our products by the customers, the design process required to integrate our products into the customers products and the timing of the customers new product announcements. In anticipation of product orders, we may incur substantial costs before the sales cycle is complete and before 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 efforts 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 industry is cyclical in nature and subject to periodic downturns, which can negatively affect our revenue.** The semiconductor industry is cyclical and has experienced pronounced downturns for sustained periods of up to several years. To respond to any downturn, many semiconductor manufacturers and their customers 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 new equipment and technologies. As a result, our business has been in the past and could be adversely affected in the future by an industry downturn which could negatively impact our future revenue and profitability. Also, the cyclical nature of the semiconductor industry may cause our operating results to fluctuate significantly from year-to-year. 16 **Our revenue has been highly concentrated among a small number of customers, and our results of operations could be harmed if we lose a key revenue source and fail to replace it.** Our overall revenue has been highly concentrated, with a few customers accounting for a significant percentage of our total revenue. For the year ended December 31, 2025 our five largest customers represented approximately 80% of our total revenue. For the year ended December 31, 2024 our two largest customers represented approximately 86% of our total revenue. We expect that a relatively small number of customers will continue to account for a substantial portion of our revenue for the foreseeable future. As a result of this 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. **Our revenue concentration may also pose credit risks which could negatively affect our cash flow and financial condition.** We might also face credit risks associated with the concentration of our revenue among a small number of licensees and customers. At December 31, 2025, two customers represented approximately 93% of total trade receivables and at December 31, 2024, three customers represented approximately 91% of total trade receivables. Our failure to collect receivables from any customer, which represents a large percentage of receivables, on a timely basis, or at all, could adversely affect our cash flow or results of operations. **Our products must meet exact specifications and defects and failures may occur, which may cause customers to return or stop buying our products.** Our customers generally establish demanding specifications for quality, performance and reliability that our products must meet. 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 products during the design phase or after, we could experience lost revenues, increased costs, including warranty and customer support expenses and penalties for non-performance stipulated in customer purchase agreements, delays in or cancellations or rescheduling of orders or shipments, product returns or discounts, diversion of management resources or damage to our reputation and 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. **Because we sell our products on a purchase order basis and rely on estimated forecasts of our customers needs, inaccurate forecasts could adversely affect our business.** We sell our products pursuant to individual purchase orders rather than long-term 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 modify their purchase commitments with 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 for our customers can be lengthy and it may be difficult for us to accurately anticipate when our customers will commence commercial shipments of products that include our products. Furthermore, if we experience substantial warranty claims, our customers may cancel existing orders or cease to place future orders. Any cancellation, delay or other modification in our customers orders could significantly reduce our revenue, cause our operating results to fluctuate from period to period and make it more difficult for us to predict our revenue. In the event of a cancellation or reduction of an order, we may not have enough time to reduce operating expenses to mitigate the effect of the lost revenue on our business. 17 If we overestimate customer demand for our products, we may purchase products from our manufacturers that we cannot sell. Conversely, if we underestimate customer demand or if sufficient manufacturing and testing capacity are unavailable, we would forego revenue opportunities and could lose market share in the markets served by our products and could incur penalties under our customer purchase agreements. In addition, our inability to meet customer requirements for our products could lead to delays in product shipments, force customers to identify alternative sources, result in certain of our customers obtaining manufacturing rights to our products and otherwise adversely affect our ongoing relationships with our customers. **We rely on independent foundries and 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.** As a fabless semiconductor company, we rely on third parties for substantially all of our manufacturing operations. We depend on these parties to supply us with material in a timely manner that meets our standards for yield, cost and quality. We do not have long-term supply contracts with any of our suppliers or manufacturing service providers, and therefore they are not obligated to manufacture products for us for any specific period, in any specific quantity or at any specified price except as may be provided in a particular purchase order. Any problems with our manufacturing supply chain could adversely impact our ability to ship our products to our customers on time and in the quantity required which in turn could damage our customer relationships and impede market acceptance of our IC products. **Our third-party wafer foundryand testing and assembly vendors are located in regions at high risk for earthquakes and other natural disastersand adverse consequences related to the outbreak of contagious diseases, such as COVID-19. Any disruption to the operations of these foundries and vendors resulting from earthquakes or other natural disasters could cause significant delays in the development, production, shipment and sales of our IC products.** Certain vendors that we utilize to manufacture our products are located in Asia, as are other foundries we may use in the future. Some of our vendors that provide substrates and wafer sorting and handle the testing of our products are headquartered in Asia. The risk of an earthquake in the Pacific Rim region is significant due to the proximity of major earthquake fault lines. The occurrence of earthquakes or other natural disasters could result in the disruption of the wafer foundry or assembly and test capacity of the third parties that supply these services to us and may impede our research and development efforts as well as our ability to market and sell our products. We may not be able to obtain alternate capacity on favorable terms, if at all. Global pandemics along with outbreaks of new contagious diseases or the resurgence of existing diseases could disrupt the operations of our key suppliers and manufacturing partners worldwide. **Disruptions in our supply chain due to shortages in the global semiconductor supply chain could cause delays for customers and impact revenue.** We have experienced and may in the future 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. In the past, as a result of these supply chain disruptions, we have had to increase customer order lead times, and we may be required to purchase 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. We may be unable to successfully pass on these costs through price increases. In some cases, our customer agreements only allow us to adjust pricing on an annual basis. If we are unable to increase the price of our products to our customers in response to increased costs, we would face reduced margins. 18 **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 discovery of defects in our technology and products could expose us to liability for damages.** The discovery of a defect in our technologies and products could lead our customers to seek damages from us. Many of our agreements with customers include provisions waiving implied warranties regarding our technology and products and limiting our liability to our customers. We cannot be certain, however, that the waivers or limitations of liability contained in our agreements with customers will be enforceable. **We might not be able to protect and enforce our IP rights, which could impair our ability to compete and reduce the value of our technology.** Our technology is complex and is intended for use in complex systems. For example, our licensees products utilize our embedded memory and/or interface technology and a large number of companies manufacture and market these products. Because of these factors, policing the unauthorized use of our IP is difficult and expensive. We cannot be certain that we will be able to detect unauthorized use of our technology or prevent other parties from designing and marketing unauthorized products based on our technology. In the event we identify any past or present infringement of our patents, copyrights or trademarks, or any violation of our trade secrets, confidentiality procedures or licensing agreements, we cannot assure you that the steps taken by us to protect our proprietary information will be adequate to prevent misappropriation of our technology. Our inability to adequately protect our IP would reduce significantly the barriers of entry for directly competing technologies and could reduce the value of our technology. Furthermore, we might initiate claims or litigation against third parties for infringement of our proprietary rights or to establish the validity of our proprietary rights. Litigation by us could result in significant expense and divert the efforts of our technical and management personnel whether or not such litigation results in a determination favorable to us. **Our existing patents might not provide us with sufficient protection of our IP, and our patent applications might not result in the issuance of patents, either of which could reduce the value of our core technology and harm our business.** We rely on a combination of patents, trademarks, trade secret laws and confidentiality procedures to protect our IP rights. We cannot be sure that any patents will be issued from any of our pending applications or that any claims allowed from pending applications will be of sufficient scope or strength, or issued in all countries where our products can be sold, to provide meaningful protection or any commercial advantage to us. Failure of our patents or patent applications to provide meaningful protection might allow others to utilize our technology without any compensation to us. **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 evaluation of strategic alternatives, including Mobix Labs proposal, may not result in a transaction or increased value for our stockholders and could create business disruption and stock price volatility.** As described in Managements Discussion and Analysis of Financial Condition and Results of Operations, we are evaluating a non-binding acquisition proposal from Mobix Labs as part of our ongoing exploration of strategic alternatives. There can be no assurance that any definitive agreement will be entered into, that any transaction will be consummated, or that the terms of any transaction, if completed, will be favorable to us or our stockholders. If we do not complete a transaction, the fact that we undertook a review of strategic alternatives that are not ultimately consummated could adversely affect our stock price and business. Conversely, if a transaction is completed, it may involve risks and uncertainties, including the potential for integration challenges, unforeseen liabilities, or other adverse effects on our business. The process of reviewing potential strategic alternatives has been and may continue to be a significant distraction for our board of directors and management, and has required and may continue to require the expenditure of significant time and resources by us, which may cause concern to our employees, investors, strategic partners, and other constituencies and may have a material impact on our business and operating results and/or result in increased volatility in our share price. The occurrence of any one or more of the above risks could have a material adverse impact on our business, financial condition, results of operations and cash flows. 19 **We currently maintain and may expand operations outside of the United States, which exposes us to significant risks.** The success of our business depends, in large part, on our ability to operate successfully from geographically disparate locations and to further expand our international operations and sales. Operating in international markets requires significant resources and management attention and subjects us to regulatory, economic, and political risks that are different from those we face in the United States. We cannot be sure that further international expansion will be successful. In addition, we face risks in doing business internationally that could expose us to reduced demand for our products, lower prices for our products or other adverse effects on our operating results. The success and profitability, as well as the expansion, of our international operations are subject to numerous risks and uncertainties, many of which are outside of our control, such as the following: | | | public health issues, such as pandemics and epidemics, which can result in varying impacts to our business, employees, partners, customers, distributors or suppliers internationally; | | | | | difficulties, inefficiencies and costs associated with staffing and managing foreign operations; | | | | | longer and more difficult customer qualification and credit checks; | | | | | greater difficulty collecting accounts receivable and longer payment cycles; | | | | | the need for various local approvals to operate in some countries; | | | | | difficulties in entering some foreign markets without larger-scale local operations; | | | | | changes in import/export laws, trade restrictions, regulations and customs and duties and tariffs (foreign and domestic); | | | | | compliance with local laws and regulations; | | | | | unexpected changes in regulatory requirements; | | | | | reduced protection for intellectual property rights in some countries; | | | | | adverse tax consequences, including potential additional tax exposure if we are deemed to have established a permanent establishment outside of the United States; | | | | | the effectiveness of our policies and procedures designed to ensure compliance with the Foreign Corrupt Practices Act of 1977 and similar regulations; | | | | | fluctuations in currency exchange rates, which could increase the prices of our products to customers outside of the United States, increase the expenses of our international operations by reducing the purchasing power of the U.S. dollar and expose us to foreign currency exchange rate risk if, in the future, we denominate our international sales in currencies other than the U.S. dollar; | | | | | new and different sources of competition; | | | | | political, economic, and social instability; | | | | | terrorism and acts of war, which could have a negative impact on the operations of our business or the businesses of our customers and vendors; and | | | | | US Department of Commerce regulations or restrictions on exports of certain semiconductor products and technologies. | | Our failure to manage any of these risks successfully could harm our operations and reduce our revenue. 20 **International trade policies, including protectionist trade policies, such as tariffs and sanctions, could adversely affect our business, results of operations and financial condition.** Due to the interconnectedness of the global economy, policy changes in one area of the world can have an immediate and material adverse impact on markets around the world. Changes in international trade policies, including: (i) changes to existing trade agreements; (ii) greater restrictions on free trade generally; and (iii) significant increases in customs duties and tariffs on goods imported into the United States and reciprocal actions by other countries, could adversely affect our business, results of operations and financial condition. Current or future tariffs or other restrictive trade measures may raise the costs of raw materials, components or finished goods, which may adversely impact both our product offerings and our operational expenses. Such cost increases may reduce our margins and require us to increase prices, which could harm our competitive position, reduce customer demand and damage customer relationships. Trade disputes, trade restrictions, tariffs and other political tensions between the U.S. and other countries may also exacerbate unfavorable macroeconomic conditions including inflationary pressures, foreign exchange volatility, financial market instability, and economic recessions or downturns, which may also negatively impact customer demand for our products or services, delay purchases or renewals, limit expansion opportunities with customers, limit our access to capital, or otherwise negatively impact our business and operations. Ongoing tariff, trade restrictions and macroeconomic uncertainty has and may continue to contribute to volatility in the price of our common stock. Ongoing uncertainty regarding trade policies may also complicate our short- and long-term strategic planning, and that of our partners and customers, including decisions regarding hiring, product strategy, capital investment, supply chain design and geographic expansion. While we continue to monitor trade developments, the ultimate impact of these risks remains uncertain and any prolonged economic downturn, escalation in trade tensions, or deterioration in international perception of U.S.-based companies could materially and adversely affect our supply chain, as well as our business, results of operations and financial condition. In addition, tariffs and other trade developments have and may continue to heighten the risks related to the other risk factors described in this Report. Any of the above factors could impact our supply chain, as well as our operations and business, and adversely affect our results of operations and financial condition. **** **Our ability to utilize our net operating loss carryforwards is limited as a result of an ownership change, as defined in Section 382 of the Internal Revenue Code of 1986, as amended.** As of December 31, 2025, we had approximately $214 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 for the years before 2018, 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. We believe this Section 382 limitation will result in substantially all of our federal and state NOLs and 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. 21 **Third parties might attempt to gain unauthorized access to our network or seek to compromise our products and services.** **** Our business is dependent on the security and efficacy of our networks and computer and data management systems, and we rely on our internal computer networks for many of the systems we use to operate our business generally. From time to time, we may face attempts by others to gain unauthorized access through the Internet or otherwise or to introduce malicious software to our IT systems. We or our products may be a target of computer hackers, organizations or malicious attackers who attempt to: | | | gain access to our network; | | | | | steal proprietary information related to our business, products, employees and customers; or | | | | | interrupt our systems. | | From time to time, we may encounter attempts at gaining unauthorized access to our network, and we periodically run security checks. While we seek to detect and investigate unauthorized attempts and attacks against our network and products of which we become aware, and to prevent their recurrence where practicable through changes to our internal processes and tools and/or changes to our products, we remain potentially vulnerable to additional known or unknown threats. In addition to intentional security breaches, the integrity and confidentiality of company and customer data and our intellectual property may be compromised as a result of human error, product defects, or technological failures. Different geographic markets may have different regulations regarding data protection, raising potential compliance risks. Further, retaliatory acts by foreign governments or terrorist organizations in response to policies of the United States government could include cyber attacks that could disrupt the economy more generally or that could also impact our operations directly or indirectly. Any failure or perceived failure by us or our service providers to prevent information security breaches or other incidents or system disruptions, or any compromise of security that results in or is perceived or reported to result in unauthorized access to, or loss, theft, alteration, release or transfer of, our information, or any personal information, confidential information, or other data could result in loss or theft of proprietary or sensitive data and intellectual property, could harm our reputation and competitive position and could expose us to legal claims, regulatory investigations and proceedings, and fines, penalties, and other liability. Any such actual or perceived security breach, incident or system disruption could also divert the efforts of our personnel, and could require us to incur significant costs and operational consequences in connection with investigating, remediating, eliminating and putting in place additional tools, devices, policies, and other measures designed to prevent actual or perceived security breaches and other incidents and system disruptions, and in, for example, rebuilding internal systems, reduced inventory value, providing modifications to our products and services, defending against claims and litigation, responding to regulatory inquiries or actions, paying damages, or taking other remedial steps with respect to third parties. Moreover, we could be required or otherwise find it appropriate to expend significant capital and other resources to respond to, notify third parties of, and otherwise address the incident or breach and its root cause, and to notify individuals, regulatory authorities and others of security breaches involving certain types of data. 22 Further, we cannot assure that any limitations of liability provisions in our current or future contracts that may be applicable would be enforceable or adequate or would otherwise protect us from any liabilities or damages with respect to any particular claim relating to a security breach or other security-related matter. We also cannot be sure that our existing insurance coverage will continue to be available on acceptable terms or will be available in sufficient amounts to cover claims related to a security breach or incident, or that the insurer will not deny coverage as to any future claim. The successful assertion of claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have a material adverse effect on our business, including our financial condition, operating results, and reputation. **Acquisitions or other business combinations that we pursue in the future, whether or not consummated, could result in other operating and financial difficulties.** In the future we may seek to acquire additional product lines, technologies or businesses in an effort to increase our growth, enhance our ability to compete, complement our product offerings, enter new and adjacent markets, obtain access to additional technical resources, enhance our IP rights or pursue other competitive opportunities. If we seek acquisitions or other business combinations, we may not be able to identify suitable candidates at prices we consider appropriate. We cannot readily predict the timing or size of our future acquisitions or combinations, or the success of any such transactions. To the extent that we consummate acquisitions, combinations or investments, we may face financial risks as a result, including increased costs associated with merged or acquired operations, increased indebtedness, economic dilution to gross and operating profit and earnings per share, or unanticipated costs and liabilities. Acquisitions may involve additional risks, including: | | | the acquired product lines, technologies or businesses may not improve our financial and strategic position as planned; | | | | | we may determine we have overpaid for the product lines, technologies or businesses, or that the economic conditions underlying our acquisition have changed; | | | | | we may have difficulty integrating the operations and personnel of the acquired company; | | | | | we may have difficulty retaining the employees with the technical skills needed to enhance and provide services with respect to the acquired product lines or technologies; | | | | | 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 companys products; | | | | | we may incur one-time charges, such as for acquired in-process research and development costs, and restructuring charges; | | | | | we may acquire goodwill and other intangible assets that are subject to impairment tests, which could result in future impairment charges; | | | | | our ongoing business and managements attention may be disrupted or diverted by transition or integration issues and the complexity of managing geographically or culturally diverse enterprises; and | | | | | our due diligence process may fail to identify significant existing issues with the target business. | | From time to time, we may enter into negotiations for acquisitions or investments that are not ultimately consummated. These negotiations could result in significant diversion of management time, as well as substantial out-of-pocket costs, any of which could have a material adverse effect on our business, operating results and financial condition. 23 **War, terrorism, other acts of violence, natural disasters and global pandemics, such as theCOVID-19pandemic and associated macroeconomic pressures in the markets in could adversely impact our business.** Geopolitical issues around the world canimpact 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. 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 in recent years 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 Related to Our Securities** **There may be future sales of our common stock, which could adversely affect the market price of our common stock and dilute a stockholders ownership of common stock.** We are generally 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 listing rules of the Nasdaq Stock Market (which generally require 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. In addition, issuances of our common stock resulting from the exercise of options or vesting of restricted stock units granted under our equity compensation plan and the exercise 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. **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. 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. 24 In addition, the stock markets in general, and the markets for semiconductor stocks in particular, have experienced significant volatility that has often been unrelated to the financial condition or results of operations of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock and, consequently, adversely affect the price at which you could sell the shares that you have purchased. In the past, following periods of volatility in the market or significant price declines, securities class-action litigation has often been instituted against companies. Such litigation, if instituted against us, could result in substantial costs and diversion of managements attention and resources, which could materially and adversely affect our business, financial condition, results of operations and growth prospects. **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 also subject to provisions of Delaware law that could delay or make more difficult a merger, tender offer or proxy contest involving our company. In particular, Section 203 of the Delaware General Corporation Law prohibits a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years unless specific conditions are met. Any of these provisions could have the effect of delaying, deferring or preventing a change in control, including without limitation, discouraging a proxy contest or making more difficult the acquisition of a substantial block of our common stock. Under our certificate of incorporation, 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 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. **Certain of our common stock warrants outstanding at December 31, 2025 are accounted for as liabilities and recorded at fair value with changes in fair value each period reported in earnings, which may have an adverse effect on the market price of our common stock.** In accordance with generally accepted accounting principles in the United States, we 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 (i) the warrants are reevaluated for proper accounting treatment as a liability or equity and (ii) the fair value of the liability of the warrants is re-measured. The change in the fair value of the liability will be recorded as other income (expense) in our consolidated statement of operations and comprehensive loss. This accounting treatment may adversely affect the market price of our securities, as we may incur additional expense. In addition, changes in the inputs and assumptions for the valuation model we use to determine the fair value of such liability may have a material impact on the estimated fair value of the warrant liability. As a result, our financial statements and results of operations will fluctuate quarterly, based on various factors, many of which are outside of our control, including the share price of our common stock. We expect that we will recognize non-cash gains or losses on our warrants or any other similar derivative instruments in each reporting period and that the amount of such gains or losses could be material. The impact of changes in fair value on earnings may have an adverse effect on the market price of our common stock. 25 **If we are unable to satisfy the continued listing requirements of the Nasdaq, 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, we can give no assurance that we will be able to maintain compliance with the continued listing requirements of Nasdaq, including, but not limited to, the corporate governance requirements, the minimum closing bid price requirement or the minimum equity requirement. If we fail to maintain compliance with any such continued listing requirement, there can also be no assurance that we will be able to regain compliance with any such continued listing requirement in the future or that our common stock will not be delisted in the future. If we were to be delisted, we would expect our common stock to be traded in the over-the-counter market which could adversely affect the liquidity of our common stock. Additionally, we could face significant material adverse consequences, including: | | | a limited availability of market quotations for our common stock; | | | | | 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. | | 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 Nasdaqs listing requirements. **We are a smaller reporting company and, as a result of the reduced disclosure and governance requirements applicable to smaller reporting companies, our common stock may be less attractive to investors.** 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. **Holders of exchangeable shares are expected to experience a delay in receiving shares of our common stock from the date 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. **Item 1B. Unresolved Staff Comments.** None. 26 **Item 1C. Cybersecurity.** **** **Risk Management and Strategy** **** We have established policies and processes for assessing, identifying, and managing material risk from cybersecurity threats and integrated these processes into our overall risk management systems and processes. We assess material risks from cybersecurity threats, including any potential unauthorized occurrence on or conducted through our information systems that may result in adverse effects on the confidentiality, integrity, or availability of our information systems or any information residing therein. We conduct technical risk assessments to identify cybersecurity threats, as well as assessments in the event of a material change in our business practices that may affect information systems that are vulnerable to such cybersecurity threats. We conduct programmatic risk assessments, including identification of reasonably foreseeable internal and external risks, the likelihood and potential damage that could result from such risks, and the sufficiency of existing policies, procedures, systems, and safeguards in place to manage such risks. Following these risk assessments, we evaluate whether and how to re-design, implement, and maintain reasonable safeguards to minimize identified risks; evaluate how to reasonably address any identified gaps in existing safeguards; and regularly monitor the effectiveness of our safeguards. Our Manager of Information Technology, who has over 25 years of information technology experience, and our Chief Operating Officer, who has over 15 years of information technology management experience, manage the risk assessment and mitigation process. As part of our overall risk management system, we monitor and test our safeguards and train our employees on these safeguards, in collaboration with human resources, information technology and management. Personnel at all levels and departments are made aware of our cybersecurity policies through internal communications, training and annual policy updates, and are requested to promptly report any suspected breach of our information systems to management. Additionally, we have implemented annual security training for all employees and staff, which includes targeting the recognition of phishing campaigns. We continually review and update our processes to safeguard our information systems. This includes the deployment of advanced security measures and regular audits. We have implemented multi-factor authentication (MFA) for email and cloud services and implement controls for incoming email to mitigate various cyber-attacks, including phishing attacks, malware, viruses and other security breaches. Additionally, we review and revise, as necessary, our incident response and disaster recovery policies on an annual basis. **** For additional information regarding whether any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition, please refer to Item 1A, Risk Factors, in this Report on Form 10-K, including the risk factors entitled *Third parties might attempt to gain unauthorized access to our network or seek to compromise our products and services.* **Governance** **** A role of our board of directors is informed oversight of our risk management process, including risks from cybersecurity threats. Our board of directors is responsible for monitoring and assessing strategic risk exposure, and our management is responsible for the day-to-day management of the material risks we face. Our board of directors administers its cybersecurity risk function in coordination with the oversight and periodic review of the audit committee. In the event of a cybersecurity incident impacting us, management will report to our board of directors and provide updates on managements incident response plan for addressing and mitigating any risks associated with such an incident. Our cybersecurity incident response and vulnerability management policies are designed to escalate certain cybersecurity incidents and threats to management members depending on the circumstances, including the Chief Executive Officer and Chief Financial Officer. The Chief Executive Officer and Chief Financial Officer work with our incident response team to help the Company mitigate and remediate cybersecurity incidents of which they are notified. In addition, the Companys management and its designees report to the board of directors for certain cybersecurity incidents. Our board of directors receives periodic reports from management and its designees concerning our significant cybersecurity threats and risks, and the processes we plan to implement and/or have implemented to address them. 27 **Item 2. Properties.** We currently maintain leased facilities for our administrative, sales, marketing, support and research and development functions. We believe that our existing facilities are adequate to meet our current needs. The table below summarizes our leased facilities. | Location | | Square Footage (approximate) | | | Lease Expiration | | | Markham, Ontario, Canada | | | 9,500 | | | September 2027 | | | Toronto, Ontario, Canada | | | 6,535 | | | December 2026 | | **Item 3. Legal Proceedings.** The information set forth under the Legal Matters subheading in Note 5 (Commitments and Contingencies) of the Notes to Consolidated Financial Statements in Part II, Item 15, of this Report is incorporated herein by reference. **Item 4. Mine Safety Disclosures.** Not applicable. 28 **Part II** **Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.** *Market Information for Common Stock* Our common stock is currently listed on the Nasdaq Stock Market under the symbol PRSO. *Holders of Record* As of December 31, 2025, there were 44 holders of record of our common stock and 47 holders of record of our exchangeable shares. The actual number of common stockholders is significantly greater than this number of record stockholders 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. *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. ** *Securities Authorized for Issuance under Equity Compensation Plan* For information regarding securities authorized for issuance under equity compensation plans, please refer to Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 29 *Purchases of Equity Securities by the Issuer and Affiliated Purchasers* ** We had no share repurchase activity for the three months ended December 31, 2025. *Recent Sale of Unregistered Securities and Use of Proceeds* Except as disclosed below, during the period covered by this Annual Report on Form 10-K, we have not sold any equity securities that were not registered under the Securities Act that were not previously reported in a Quarterly Report on Form 10-Q or in a Current Report on Form 8-K. On December 8, 2025, we issued 50,000 unregistered shares of common stock with a fair value of approximately $50,000 to a service provider as compensation. 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 because the issuance did not involve a public offering, the service provider took the securities for investment and not resale, we took appropriate measures to restrict transfer, and the service provider is a sophisticated investor. **Item 6. [Reserved]** **Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.** *This Managements Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the accompanying consolidated financial statements and notes included in this Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Report, including information with respect to our plans and strategy for our business, include forward-looking statements that involve risks and uncertainties. You should review Risk Factors for a discussion of important factors that could cause our actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.* **Overview** **** We were formerly known as MoSys, Inc. (MoSys), and we were incorporated in California in 1991 and reincorporated in 2000 in Delaware. On September 14, 2021, we and our subsidiaries, 2864552 Ontario Inc. and 2864555 Ontario Inc., entered into an Arrangement Agreement (the Arrangement Agreement) with Peraso Technologies Inc. (Peraso Tech), a corporation existing under the laws of the province of Ontario, to acquire all of the issued and outstanding common shares of Peraso Tech (the 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). On December 17, 2021, following the satisfaction of the closing conditions set forth in the Arrangement Agreement, the Arrangement was completed and we changed our name to Peraso Inc. and began trading on the Nasdaq Stock Market (the Nasdaq) under the symbol PRSO. **** Our strategy and primary business objective is to be a profitable, IP-rich fabless semiconductor company offering integrated circuits, or ICs, antenna modules and related non-recurring engineering services. We specialize in the development of mmWave semiconductors, primarily in the unlicensed 60 GHz spectrum band for 802.11ad/ay-compliant devices and in the 28/39 GHz spectrum bands for 5G-compliant devices. We derive our revenue from selling semiconductor devices, as well as antenna modules based on using those mmWave semiconductor devices. We have pioneered a high-volume mmWave IC production test methodology using standard, low-cost production test equipment. It has taken us several years to refine performance of this production test methodology, and we believe this places us in a leadership position in addressing the operational challenges of delivering mmWave products into high-volume markets. We also produce and sell complete mmWave antenna modules. The primary advantage provided by our antenna modules is that our proprietary mmWave ICs and the antenna are integrated into a single device. A differentiating characteristic of mmWave technology is that the RF amplifiers must be as close as possible to the antenna to minimize loss. Our module is designed to enhance the performance of the amplifier/antenna interface and simplify customers radio frequency (RF) engineering, facilitating more opportunities for customer prospects that have not provided RF-type systems, as well as shortening the time to market for new products. **** We also had a memory product line comprising our Bandwidth Engine IC products. Taiwan Semiconductor Manufacturing Corporation, or TSMC, the sole foundry that manufactured the wafers used to produce our memory IC products, discontinued the foundry process used to produce such wafers. As a result, in May 2023, we initiated an end-of-life, or EOL, of our memory IC products, and, in March 2025, we fulfilled all then-outstanding EOL orders for our memory IC products. Subsequent to March 2025, we received additional purchase orders and recorded revenue totaling approximately $0.5 million during the second half of 2025. 30 We incurred net losses of approximately $4.8 million and $10.7 million for the years ended December 31, 2025 and 2024, respectively, and we had an accumulated deficit of approximately $181.9 million as of December 31, 2025. These and prior year losses have resulted in significant negative cash flows and historically have required us to raise substantial amounts of additional capital. As discussed below, this raises significant doubt about our ability to continue as a going concern. 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. **Recent Developments** *Unsolicited, Non-binding Proposal from Mobix Labs, Inc.; Strategic Review Process* On June 27, 2025, we confirmed in a public press release the receipt of an unsolicited, non-binding proposal from Mobix Labs, Inc. (Mobix Labs) to acquire all of the Companys issued and outstanding equity securities in exchange for newly issued shares of Mobix Labs common stock, with a fixed exchange ratio based on the average daily closing price of our common stock over the 30 calendar days ending on June 11, 2025, plus a 20% premium, or approximately $1.20 per share. On July 11, 2025, we issued a press release announcing the initiation of the strategic review process. Following this, our financial advisor contacted potential counterparties to invite them to participate in the process subject to such parties execution of our standard non-disclosure agreement, which includes a standstill provision. Our financial advisor also contacted Mobix Labs to request that Mobix Labs execute our non-disclosure agreement in order to participate in the process, which Mobix Labs declined to execute. On August 19, 2025, we issued a public press release providing an update on our strategic review process, including our engagement with potential counterparties and our continued openness to engaging with Mobix Labs and others, while noting that Mobix Labs declined to enter into our standard non-disclosure agreement and indicated it would not agree to receive material non-public information (MNPI). On September 8, 2025, we issued a press release providing another update on our strategic review process, including regarding the two letters that we received from Mobix Labs, dated as of September 4, 2025, and September 5, 2025, in connection with its unsolicited offer to acquire all outstanding shares of the Company. The September 4 letter included a revised acquisition proposal involving a combination of cash and stock consideration in an undetermined amount, and a reiteration of Mobix Labs refusal to enter into a confidentiality agreement or receive MNPI from us. The September 5 follow-up letter stated that while Mobix Labs continued to oppose any standstill restrictions, it would be willing to consider a limited confidentiality arrangement to permit us to share MNPI deemed reasonably necessary, provided that such arrangement did not include a standstill and did not indefinitely constrain Mobix Labs. In response to such letters, we authorized a limited exploratory call with Mobix Labs, and we requested that any such discussion take place without us sharing any MNPI and outside the bounds of a confidentiality agreement, which exploratory call would serve to allow us to better understand Mobix Labs revised proposal and intentions. On September 11, 2025, following the limited exploratory call with Mobix Labs on September 10, 2025, Mobix Labs issued a public statement describing the discussions had in such limited exploratory call and announcing an enhanced proposal of approximately 30% cash and 70% Mobix Labs common stock. Then, on September 12, 2025, we issued a press release to provide clarification to all stockholders relating to such public statements made by Mobix Labs, including that we did not respond to Mobix Labs proposal and that we did not agree to continue discussions with Mobix Labs during the call, and we sent a letter to Mobix Labs to clarify our position. On September 13, 2025, Mobix Labs filed a Form 425 with the SEC and issued a related press release announcing its intent to commence a hostile exchange offer to acquire all outstanding shares of the Company. In the press release, Mobix Labs stated that the proposed offer is expected to consist of a mix of cash and Mobix Labs common stock, with an intended closing timeline of approximately 75 days. On September 29, 2025, Mobix Labs delivered another letter to our board of directors reiterating its interest in a business combination and submitting what it described as a definitive proposal to acquire all outstanding shares of the Company for $1.30 per share, consisting of a mix of cash and Mobix Labs common stock, and also separately requested our cooperation with respect to an anticipated registration statement on Form S-4. 31 On October 3, 2025, Mobix Labs delivered an updated letter superseding its prior proposal and proposing to acquire all outstanding shares of the Company for $1.30 per share in cash, stating that the proposal was not subject to financing contingencies and was based on our publicly reported share count as of June 30, 2025. On October 6, 2025, we sent a letter to Mobix Labs acknowledging receipt of its revised proposal and requesting clarification regarding share count assumptions, treatment of the Companys publicly disclosed warrants and equity-linked instruments, and financing sources. Also on October 6, 2025, Mobix Labs issued a press release publicly announcing its updated all-cash proposal and reiterating its preference for a cooperative process with the Company. On October 30, 2025, we entered into a mutual confidentiality agreement with Mobix Labs in connection with our ongoing review of strategic alternatives. The confidentiality agreement contains customary terms, including mutual 12-month standstill and non-solicitation provisions. On November 3, 2025, Mobix Labs issued a press release publicly announcing its entry into a mutual confidentiality agreement with us. On January 21, 2026, Mobix Labs issued a press release, and we filed a Current Report on Form 8-K disclosing that the Company and Mobix Labs continue to engage in discussions regarding a potential strategic transaction and are conducting customary, confidential diligence and that Mobix Labs delivered to the Company a non-binding indication of interest contemplating a potential all-stock transaction at a premium to the Companys trading price, subject to further diligence, negotiation, and the execution of definitive documentation. Our board of directors is evaluating the Companys options to enhance stockholder value. Our board of directors and management team are committed to acting in the best interests of all stockholders. Consistent with its fiduciary duties and in consultation with the Companys financial and legal advisors, our board of directors will continue to carefully review Mobix Labs proposal to determine the course of action that it believes is in the best interest of the Company and its stockholders. We do not intend to make further comments regarding potential transactions or provide any public updates regarding proposed or potential transactions, unless required by applicable law or a regulatory body. There can be no assurance that any transaction will be completed with Mobix Labs or any other third party. *ATM Offering* **** On August 30, 2024, we entered into an At The Market Offering Agreement (the Sales Agreement) with Ladenburg Thalmann & Co. Inc. (Ladenburg) with respect to an at the market offering program, under which we may, from time to time, in our sole discretion, issue and sell through Ladenburg, acting as agent or principal, shares of our common stock. On November 21, 2025, we filed a prospectus supplement to our registration statement on Form S-3 (File No. 333-280798) to increase the maximum number of shares of common stock to up to an aggregate of $3,150,000 of shares, exclusive of previously sold shares. The Sales Agreement provides that Ladenburg will be entitled to compensation for its services equal to3.0% of the gross proceeds from sales of any shares of common stock pursuant to the Sales Agreement in addition to the reimbursement of certain expenses. We have no obligation to sell any shares pursuant to the Sales Agreement and either we or Ladenburg may terminate the Sales Agreement in accordance with its terms. During the three and twelve months ended December 31, 2025, we sold 1,710,732 and 3,713,939 shares of common stock for net proceeds of approximately $2,095,000 and $4,351,100 pursuant to the Sales Agreement **World Unrest** World unrest due to wars and terrorist attacks have led to economic disruptions. Mounting inflationary cost pressures and recessionary fears have negatively impacted the global economy. Since mid-2022, at times, the U.S. Federal Reserve has addressed elevated inflation by increasing interest rates. Market conditions may prevent us from accessing 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. **** 32 **** **Critical Accounting Policies and Estimates** **** The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (GAAP). The preparation of these consolidated financial statements requires us to make certain estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis we make these estimates based on our historical experience and on assumptions that we consider reasonable under the circumstances. Actual results may differ from these estimates and reported results could differ under different assumptions or conditions. Our significant accounting policies and estimates are disclosed in Note 1 of the Notes to Consolidated Financial Statements as of and for the years ended December 31, 2025 and 2024 included elsewhere in this Report. As of December 31, 2025, there have been no material changes to our significant accounting policies and estimates. *Revenue Recognition* We recognize revenue in accordance with FASB ASC Topic 606, *Revenue from Contracts with Customers,*and its amendments (ASC 606). As described below, the analysis of contracts under ASC 606 supports the recognition of revenue at a point in time, resulting in revenue recognition timing that is materially consistent with our historical practice of recognizing product revenue when title and risk of loss pass to the customer. We generate revenue primarily from sales of integrated circuits and module products, performance of engineering services and licensing of its intellectual property. Revenues are recognized when control is transferred to customers in amounts that reflect the consideration we expect to be entitled to receive in exchange for those goods. Revenue recognition is evaluated through the following five steps: (i) identification of the contract, or contracts, with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations in the contract; and (v) recognition of revenue when or as a performance obligation is satisfied. *Product revenue* Revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied. The majority of our contracts have a single performance obligation to transfer products. Accordingly, we recognize revenue when title and risk of loss have been transferred to the customer, generally at the time of shipment of products. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring products and is generally based upon a negotiated, formula, list or fixed price. We sell our products both directly to customers and through distributors generally under agreements with payment terms typically 60 days or less. We may record an estimated allowance, at the time of shipment, for future returns and other charges against revenue consistent with the terms of sale. *Royalty and other* Historically, our licensing contracts for our memory technology typically provided for royalties based on the licensees use of our memory technology in its currently shipping commercial products. We estimated royalty revenue in the calendar quarter in which the licensee uses the licensed technology. Payments were received in the subsequent quarter. Royalty revenues from licensees of our memory technology are no longer material due to reduced shipments by these licensees, which we attribute to the discontinuation of the foundry process by TSMC, therefore royalty revenue is recorded when a licensee reports actual amounts to us. We also generate revenue from licensing our mmWave technology. We recognize license fees as revenue at the point of time when the control of the license has been transferred and we have no continuing performance obligations to the customer. *Engineering services revenue* Engineering and development contracts with customers generally contain a single performance obligation that is delivered over time. Revenue is recognized using an output method that is consistent with the satisfaction of the performance obligation as a measure of progress. ** 33 ** *Contract liabilities - deferred revenue* Our contract liabilities consist of advance customer payments and deferred revenue. We classify advance customer payments and deferred revenue as current or non-current based on the timing of when we expect to recognize revenue. As of December 31, 2025 and 2024, contract liabilities were in a current position and included in deferred revenue. *Deferred tax valuation allowance* When we prepare our consolidated financial statements, we estimate our income tax liability for each of the various jurisdictions where we conduct business. This requires us to estimate our actual current tax exposure and to assess temporary differences that result from differing treatment of certain items for tax and accounting purposes. These differences result in deferred tax assets, which we show on our consolidated balance sheet under the category of other assets. The net deferred tax assets are reduced by a valuation allowance if, based upon weighted available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. We must make significant judgments to determine our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance to be recorded against our net deferred tax asset. We believe that utilization of our net operating loss and tax credit carryforwards, which comprise the majority of our deferred tax assets, may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code and similar state provisions.See Note 8 to the consolidated financial statements in Item 15 of this report for an additional description of these limitations. *Derivatives and liability-classified instruments* We account for common stock warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and the guidance provided by FASB ASC 480, *Distinguishing Liabilities from Equity* (ASC 480) and ASC 815, *Derivatives and Hedging* (ASC 815). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to our stock and whether the holders of the warrants could potentially require net cash settlement in a circumstance outside of our control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. *Stock-based compensation* We periodically issue stock options and restricted stock units (RSUs) to employees and non-employees. We account for such awards based on ASC 718, whereby the value of the award is measured on the date of award and recognized as compensation expense on a straight-line basis over the vesting period. The fair value of our stock options is estimated using the Black-Scholes-Merton Option Pricing (Black-Scholes) model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the options, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes model. The assumptions used in the Black-Scholes model could materially affect compensation expense recorded in future periods. The fair value of restricted stock awards, restricted stock units, and performance-based restricted stock units is based on the closing price of our common stock on the date of grant. Recognition of compensation expense for non-employees is in the same period and manner as if we had paid cash for the services. **Results of Operations** *Net Revenue* | | | Years Ended December31, | | | Year-Over-YearChange | | | | | | 2025 | | | 2024 | | | 2024to2025 | | | | | | (dollar amounts in thousands) | | | | Product | | $ | 11,845 | | | $ | 14,248 | | | $ | (2,403 | ) | | | (17 | )% | | | Percentage of total net revenue | | | 97 | % | | | 98 | % | | | | | | | | | | 34 The following table details revenue by product category: | (amounts in thousands) | | Years Ended December31, | | | Year-Over-Year | | | | Product category | | 2025 | | | 2024 | | | change | | | | Memory ICs | | $ | 2,720 | | | $ | 12,914 | | | | (10,194 | ) | | | mmWave ICs | | | 6,734 | | | | 302 | | | | 6,432 | | | | mmWave modules | | | 2,293 | | | | 1,007 | | | | 1,286 | | | | mmWave other products | | | 98 | | | | 25 | | | | 73 | | | | | | $ | 11,845 | | | $ | 14,248 | | | $ | (2,403 | ) | | Product revenue decreased for 2025 compared with 2024 primarily due to the decrease of our memory IC product shipments attributable to the significant reduction in EOL shipments in 2025 as compared with 2024. The decreases were partially offset by an increase in shipments of our mmWave ICs and antenna modules. We expect sales of our mmWave products to increase from a volume and revenue perspective in 2026, as we expect i) an increase in orders from existing customers and ii) new customers to commence production during 2026. | | | Years Ended December31, | | | Year-Over-YearChange | | | | | | 2025 | | | 2024 | | | 2024to2025 | | | | | | (dollar amounts in thousands) | | | | Royalty and other | | $ | 348 | | | $ | 325 | | | $ | 23 | | | | 7 | % | | | Percentage of total net revenue | | | 3 | % | | | 2 | % | | | | | | | | | | Royalty and other revenue includes royalty, non-recurring engineering services and license revenues. The increase in royalty and other revenue for 2025 compared with 2024 was primarily due to an increase in non-recurring engineering services revenue related to our mmWave technology attributable to a statement of work entered into in July 2025 partially offset by a decrease in royalties from licensees of our memory technology due to reduced shipments by these licensees, which we attribute to the discontinuation of the foundry process by TSMC. *Cost of Net Revenue and Gross Profit* | | | Years Ended December31, | | | Year-Over-YearChange | | | | | | 2025 | | | 2024 | | | 2024to2025 | | | | | | (dollar amounts in thousands) | | | | Cost of net revenue | | $ | 5,126 | | | $ | 7,040 | | | $ | (1,914 | ) | | | (27 | )% | | | Percentage of total net revenue | | | 42 | % | | | 48 | % | | | | | | | | | | Cost of net revenue is primarily comprised of direct and indirect costs related to the sale of our products, including depreciation of production-related fixed assets and, prior to January 1, 2025, amortization of intangible assets. Cost of net revenue decreased for 2025 compared with 2024, primarily related to the decrease in product revenue and amortization of developed technology intangible assets of approximately $2.3 million incurred in 2024, as these assets were fully amortized as of December 31, 2024. Inventory write-down charges declined by approximately $374,000 from $0.4 million recorded in 2024 to approximately $36,000 recorded in 2025. The previous write-downs were primarily attributable to inventory identified as excess and obsolete based on inventory expiration and customer forecasts. 35 | | | Years Ended December31, | | | Year-Over-YearChange | | | | | | 2025 | | | 2024 | | | 2024to2025 | | | | | | (dollar amounts in thousands) | | | | Gross profit | | $ | 7,067 | | | $ | 7,533 | | | $ | (466 | ) | | | (6 | )% | | | Percentage of total net revenue | | | 58 | % | | | 52 | % | | | | | | | | | | Gross profit decreased for 2025 compared with 2024 primarily due to the reduction in revenue combined with product mix, specifically the decrease in memory IC shipments partially offset by an increase in mmWave product shipments. The gross margin percentage increased in 2025 compared with 2024 due to approximately $2.3 million of amortization of intangible assets recorded to cost of net revenue combined with a $374,000 decrease in inventory write-down charges in 2025 compared with 2024.In addition, during the year ended December 31, 2025, we recorded revenue for sales of mmWave inventory with a cost of approximately $1,351,000 that had been written down prior to January 1, 2025. *Research and Development* | | | Years Ended December31, | | | Year-Over-YearChange | | | | | | 2025 | | | 2024 | | | 2024to2025 | | | | | | (dollar amounts in thousands) | | | | Research and development | | $ | 6,245 | | | $ | 9,232 | | | $ | (2,987 | ) | | | (32 | )% | | | Percentage of total net revenue | | | 51 | % | | | 63 | % | | | | | | | | | | Our research and development, or R&D, expenses include costs related to the development of our products. We expense R&D costs as they are incurred. The decrease for 2025 compared with 2024 was primarily due to: i) reduced salary and consulting costs, as we implemented reductions in force during 2024 and terminated consultant contracts, ii) reduced rent expense, as our San Jose office lease expired in January 2025, and iii) reduced software license expense, as, during 2024, we accrued the value of certain of our software license obligations and certain other licenses expired in the second half of 2025. *Selling, General and Administrative* | | | Years Ended December31, | | | Year-Over-YearChange | | | | | | 2025 | | | 2024 | | | 2024to2025 | | | | | | (dollar amounts in thousands) | | | | SG&A | | $ | 5,805 | | | $ | 8,673 | | | $ | (2,868 | ) | | | (33 | )% | | | Percentage of total net revenue | | | 48 | % | | | 60 | % | | | | | | | | | | Selling, general and administrative, or SG&A, expenses consist primarily of personnel and related overhead costs for sales, marketing, finance, human resources and general management and, prior to January 1, 2025, amortization of intangible assets. The decrease for 2025 compared with 2024 was primarily attributable to reductions in expenses for facilities, stock based compensation and amortization of purchased intangible assets for customer relationships of approximately $1.0 million, which were fully amortized as of December 31, 2024. These decreases were partially offset by increases in consulting and professional services costs. *Severance and Software License Obligations* ** | | | Years Ended December31, | | | Year-Over-YearChange | | | | | | 2025 | | | 2024 | | | 2024to2025 | | | | | | (dollar amounts in thousands) | | | | Severance and software license obligations | | $ | (223 | ) | | $ | 2,063 | | | $ | (2,286 | ) | | | (111 | )% | | | Percentage of total net revenue | | | -2 | % | | | 14 | % | | | | | | | | | | 36 ** In November 2023, we implemented an employee lay-off and terminated certain consulting positions (the Reductions) to reduce operating expenses and cash burn, as we prioritized business activities and projects that we believe will have a higher return on investment. As part of the Reductions, we implemented a temporary lay-off that impacted 16 employees (the Employees) of Peraso Tech. During the six months ended June 30, 2024, we determined that we would not recall any of the 11 Employees that remained on our payroll and commenced notifying the remaining Employees that their employment would be terminated. As a result, we recorded severance charges of approximately $0.4 million for the year ended December 31, 2024. The severance liabilities were fully paid as of December 31, 2025. As a result of the decision to not recall the Employees, we determined that it was probable that a number of our non-cancelable licenses for computer-aided design software would not be utilized during the remaining license terms. During the year ended December 31, 2024, we expensed the value of the remaining contractual liabilities and recorded liabilities of approximately $1.6 million. During the three months ended June 30, 2025, a licensor terminated one of the license agreements and initiated a refund of approximately $56,300 for amounts previously paid by us. As a result, we reversed approximately $222,600 of expense and approximately $166,300 of the related contractual liabilities for this licensor during the three months ended June 30, 2025. As of December 31, 2025, the remaining contractual liabilities had been paid. **Liquidity and Capital Resources; Changes in Financial Condition** At December 31, 2025, we had cash and cash equivalents totaling $2.9 million compared with cash, cash equivalents and investments of $3.3 million as of December 31, 2024. In 2025, we used $5.6 million in cash from operating activities, which primarily resulted from our net loss of $4.8 million, adjusted for non-cash charges and gains, including stock-based compensation expenses of $0.5 million, depreciation and amortization expenses of $0.3 million, shares issued for services of $0.1 million and approximately $36,000 in inventory write-downs, partially offset by $1.7 million of changes to operating assets and liabilities. In 2024, we used $4.6 million in cash from operating activities, which primarily resulted from our net loss of $10.7 million, adjusted for non-cash charges and gains, including stock-based compensation expenses of $3.6 million, depreciation and amortization expenses of $3.9 million and $0.4 million in inventory write-downs, partially offset by a $1.7 million non-cash gain on the change in fair value of warrant liabilities and $0.1 million of changes to operating assets and liabilities. In 2025, net cash used in investing activities was approximately $107,000 which was attributable to the purchase of fixed assets. In 2024, no cash was provided by or used in investing activities. In 2025, net cash provided by financing activities of $5.3 million primarily comprised $0.9 million in net proceeds from a warrant inducement offering in September 2025 and $4.4 million of net proceeds from sales under our at-the market offering program. In 2024, net cash provided by financing activities of $6.3 million primarily comprised $3.5 million in net proceeds from a public offering of our common stock and common stock purchase warrants in February 2024, $2.6 million in net proceeds from a warrant inducement offering in November 2024, a $0.1 million sale of unregistered stock, and $0.3 million of net proceeds from sales under our at-the market offering program. The proceeds were partially offset by $0.1 million of repayments of finance lease liabilities. Our future liquidity and capital requirements are expected to vary from quarter-to-quarter, depending on numerous factors, including: | | | level of revenue; | | | | | cost, timing and success of technology development efforts; | | | | | inventory levels, as supply chain disruption has required us to maintain higher inventory levels and place purchase orders with our suppliers longer into the future, which exposes us to additional inventory risk; | | 37 | | | timing of product shipments, which may be impacted by supply chain disruptions; | | | | | length of billing and collection cycles, which may be impacted in the event of a global recession or economic downturn; | | | | | fabrication costs, including mask costs, of any new ICs that we develop; | | | | | variations in manufacturing yields, material lead time and costs and other manufacturing risks; | | | | | costs of acquiring other businesses and integrating the acquired operations; and | | | | | profitability of our business. | | *Purchase Obligations* Our primary purchase obligations include non-cancelable purchase orders for inventory. At December 31, 2025, we had outstanding non-cancelable purchase orders for inventory, primarily wafers and substrates, and related expenditures of approximately $2.7 million. ** *Going Concern - Working Capital* We incurred net losses of approximately $4.8 million and $10.7 million for the years ended December 31, 2025 and 2024, respectively, and we had an accumulated deficit of approximately $181.9 million as of December 31, 2025. These and prior year losses have resulted in significant negative cash flows and have required us to raise substantial amounts of additional capital. As a result, management has concluded, and our independent registered public accounting firm has agreed with our conclusion, that there is substantial doubt regarding our ability to continue as a going concern for a period of at least 12 months beyond the filing of this Annual Report on Form 10-K. To date, we have primarily financed our operations through loans, offerings of common stock and warrants and issuances of convertible notes. We expect to continue to incur operating losses during 2026, as we do not expect to generate any meaningful revenue from shipments of our remaining memory products and as we continue to secure new customers for and continue to invest in the development of our mmWave products. Further, we expect our cash expenditures to continue to exceed receipts for at least the next 12 months, as our revenues will not be sufficient to offset our operating expenses. In addition, we have incurred and may continue to incur substantial costs related to our strategic alternative exploration process, including our evaluation of Mobix Labs proposal, which costs include the fees of our financial and legal advisors. We believe that our existing cash and cash equivalents as of December 31, 2025 and expected receipts associated with forecasted product sales will enable us to meet our capital needs into the third quarter of 2026. We will need to increase revenues beyond the 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 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 within one year from the date of issuance of our consolidated financial statements. The consolidated financial statements presented in Item 8 of this Report have been prepared assuming that we will continue as a going concern, and do not include any adjustments that might result from the outcome of this uncertainty. There can be no assurance that such additional capital, whether in the form of debt or equity financing, will be sufficient or available and, if available, that such capital will be offered on terms and conditions acceptable to us. We are currently seeking additional financing in order to meet our cash requirements for the foreseeable future. If we are unsuccessful in these efforts, we will need to implement additional cost reduction strategies, which could further affect our near- and long-term business plan. These efforts may include, but are not limited to, reducing headcount and curtailing business activities. 38 As further discussed in Note 10 to the consolidated financial statements, we completed warrant inducement offerings in September 2025 and November 2024 for net proceeds of approximately $0.9 million and $2.6 million, respectively. Additionally, on August 30, 2024, we entered into the Sales Agreement with Ladenburg, pursuant to which we may offer and sell, from time to time at our sole discretion, shares of our common stock through Ladenburg as agent and/or principal (subject to the limitations of General Instruction I.B.6 of Form S-3) through an at-the-market program. During the three and twelve months ended December 31, 2025, we sold 1,710,732 and 3,713,939 shares of common stock for proceeds of approximately $2,095,000 and $4,351,100 (net of commissions paid to Ladenburg of approximately $65,500 and $135,700 and legal fees), respectively, pursuant to the Sales Agreement. Further, during 2023 and 2024, we implemented reductions in our workforce and eliminated 19 full-time equivalent positions. These cost reduction actions were intended to preserve cash, as we kept capital expenditures to minimum levels in order to reduce operating costs and our short-term cash needs. If we were to raise additional capital through sales of our equity securities, our stockholders would suffer dilution of their equity ownership. If we engage in debt financing, we may be required to accept terms that restrict our ability to incur additional indebtedness, prohibit us from paying dividends, repurchasing our stock or making investments, and force us to maintain specified liquidity or other ratios, any of which could harm our business, operating results and financial condition. If we need additional capital and cannot raise it on acceptable terms, we may not be able to, among other things: | | | develop or enhance our products; | | | | | continue to expand our product development and sales and marketing organizations; | | | | | 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. | | Our failure to do any of these things could seriously harm our ability to execute our business strategy and may force us to curtail our existing operations. **Off-Balance Sheet Arrangements** We do not maintain any off-balance sheet arrangements or obligations that are reasonably likely to have a material current or future effect on our financial condition, results of operations, liquidity or capital resources. **Indemnifications** 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 are reflected in our consolidated financial statements for the years ended December 31, 2025 or 2024. **Recent Accounting Pronouncements** See Note 1 to the consolidated financial statements in Item 15 of this Report for a description of recent accounting pronouncements. **Item 8. Financial Statements and Supplementary Data.** Reference is made to the consolidated financial statements listed under the heading (a) (1) Consolidated Financial Statements and Report of Independent Registered Public Accounting Firm of Item 15, which consolidated financial statements are incorporated by reference in response to this Item 8. 39 **Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.** None. **Item 9A. Controls and Procedures.** *Evaluation of Disclosure Controls and Procedures* Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our management concluded that as of December 31, 2025, our disclosure controls and procedures were effective. *Managements Annual Report on Internal Control over Financial Reporting* Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls. Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in *Internal Control-Integrated Framework (2013 Framework)* issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2025. *Changes in Internal Control over Financial Reporting* There were no changes in our internal control over financial reporting during the fourth fiscal quarter of 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. **Item 9B. Other Information.** None of the Companys directors or officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Companys fiscal quarter ended December 31, 2025, as such terms are defined under Item 408(a) of Regulation S-K. **Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.** Not Applicable 40 **Part III** **** **Item 10. Directors, Executive Officers and Corporate Governance.** The names of our directors and certain information about each of them are set forth below. | Name | | Age | | Position(s)withtheCompany | | | Ronald Glibbery | | 64 | | Chief Executive Officer and Director | | | Daniel Lewis | | 77 | | Director | | | Cornelis Links(1) | | 68 | | Director | | | Andreas Melder(1)(2) | | 67 | | Director | | | Robert Newell(1)(2) | | 77 | | Director | | | (1) | Member of Audit Committee | | | | | | | (2) | Member of Compensation Committee | | The principal occupations and positions for at least the past five years of our directors are described below. There are no family relationships among any of our directors or executive officers. ** *Ronald Glibbery.* Mr. Glibbery was appointed as our chief executive officer and to our board of directors in December 2021. He founded Peraso Technologies Inc. (Peraso Tech) in 2008 and served as its chief executive officer. In June 2020, Peraso Tech applied for and obtained an order under the Companies Creditors Arrangement Act (the CCAA), providing certain relief. Pursuant to the Initial Order issued by the Ontario Superior Court of Justice (Commercial List) (the Court), Ernst & Young Inc. was appointed as the Monitor of Peraso Tech. In addition, the Monitor, in its capacity as Foreign Representative, filed a voluntary petition in the United States under Chapter 15 of the U.S. Bankruptcy Code, seeking recognition of the CCAA proceeding. In October 2020, the Court granted an order authorizing the termination of Peraso Techs CCAA proceedings upon the completion of certain defined steps. In December 2020, the United States Bankruptcy Court for the Southern District of New York issued an Order that: (i) recognized and gave full force and effect in the United States to the Courts order approving the Settlement Agreement; and (ii) terminated the Chapter 15 Proceedings. Mr. Glibbery has over 25 years of experience in the semiconductor industry. Prior to co-founding Peraso Tech, Mr. Glibbery held executive positions at Kleer Semiconductor, a fabless semiconductor company focused on wireless audio technology and Intellon Corporation (Intellon), a pioneer and leader in the development of semiconductor devices used for powerline communications. He has held other executive roles at Cogency Semiconductor, LSI Logic Canada, Inc. and LSI Logic Corporation. Mr. Glibbery holds a B.E.Sc. in Electrical and Electronics Engineering from the University of Western Ontario. We believe that Mr. Glibberys qualifications to serve on the board of directors include his service as an officer of ours and his extensive general management and technical expertise in the semiconductor industry, as well as his experience as a chief executive officer. ** *Daniel Lewis.* Mr. Lewis, who is currently retired, has served as a member of the board of directors since September 2017. He served as our Vice President, General Manager of Memory Products from April 2022 until his retirement in December 2022. Mr. Lewis previously served as our President from August 2018 until April 2022 and chief executive officer from August 2018 until the business combination with Peraso Tech in December 2021. Before joining MoSys, Mr. Lewis served as the managing member and an owner of GMS Manufacturing Solution LLC, a firm focused on providing engineering services to manufacturing companies. He previously held various executive and leadership roles at View Box Group, Xicor, Integrated Device Technology, Accelerant Networks, Intel Corporation, Zilog and Digital Equipment Corporation. Mr. Lewis holds a B.S. in Electrical Engineering from the University of Michigan. We believe that Mr. Lewiss qualifications to serve on the board of directors include his service as an officer of ours and his extensive business experience, having held senior management positions at several companies in the semiconductor, computer and networking industries, which brings strategic and operational insight to the board of directors. ** 41 ** *Cornelis Links.* Mr. Links was appointed to our board of directors in December 2025. Since January 2024, Mr. Links has served as chief executive officer of SuperLight Photonics B.V., a Netherlands-based photonics semiconductor company engaged in the development of broadband light sources for imaging applications that was declared bankrupt in September 2025; following a restructuring, the company restarted under the name Integrated Laser Photonics B.V. in October 2025. In 2004, Mr. Links founded GreenPeak Technologies B.V., a fabless semiconductor company focused on low-power wireless solutions for smart-home and Internet of Things (IoT) applications, and served as its chief executive officer until the company was acquired by Qorvo, Inc. in 2016. Following the acquisition, he served in leadership roles at Qorvo, Inc. involving Wi-Fi and IoT technology integration and related strategic initiatives. Prior to founding GreenPeak Technologies B.V., Mr. Links held various management and technical positions at other technology companies including NCR Corporation, AT&T, Lucent Technologies and Agere Systems. Mr. Links holds an M.Sc. degree in Applied Mathematics and a B.Sc. degree in Electrical Engineering from the University of Twente in the Netherlands. We believe that Mr. Links qualifications to serve on the board of directors include his extensive business experience, having held senior management positions at several companies in the field of wireless business communications, which brings strategic and operational insight to the board of directors. *Andreas Melder.*Mr. Melder was appointed to our board of directors in December 2021. He is a veteran technology executive in the semiconductor, communications and consumer electronics industries. In February 2021, Mr. Melder co-founded Cercle.ai, an AI technology company focused on advancing healthcare for women, and serves on its board of directors and, in October 2025, was appointed its chief executive officer. Previously, he served as vice president of business development at Gigle Networks, which was acquired in 2011 by Broadcom, where he continued to serve in executive marketing roles. Prior to Broadcom, Mr. Melder served as senior vice president of sales, marketing and business development for Intellon, which was acquired by Atheros Communications, Inc., which was subsequently acquired by Qualcomm Inc. (Qualcomm), and held similar positions with Atheros and Qualcomm. Previously, he was founder and vice president of marketing and business development for Microtune, a designer of RF integrated circuits and subsystem modules, which was acquired by Zoran Semiconductor, and vice president of sales and marketing for Tripath, an audio controller company acquired by Etelos. Additionally, Mr. Melder was a senior executive for companies that were acquired by Broadcom, Cirrus Logic and RFMD. Mr. Melder earned a B.S. in Electrical Engineering/Business from Carnegie-Mellon University and a M.S. in Electrical Engineering and Operations Research from Southern Methodist University. We believe that Mr. Melders qualifications to serve on the board of directors include his extensive business experience, having held senior management positions at several companies in the semiconductor, computer and networking industries. Additionally, he brings additional operational, and fund-raising expertise, and business development, mergers and acquisitions and public markets experience. ** *Robert Newell.* Mr. Newell has served as a member of our board of directors since October 2018 and is currently a consultant and advisor to emerging technology and healthcare companies. He has held financial management positions for companies in Silicon Valley for over 25 years. From 2003 to 2018, Mr. Newell was chief financial officer of Dextera Surgical, Inc. (Dextera) a developer of advanced surgical stapling and medical devices. In December 2017, after entering into an agreement to sell substantially all of its assets, Dextera filed a voluntary petition for reorganization under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware. He served on the board of directors of ARI Network Services, a leading publicly traded supplier of SaaS and data as a service solutions. Previously, Mr. Newell served as chief financial officer of Omnicell, an automated medication and hospital supply management company, and prior to 2000, he held executive positions with the Beta Group and Cardiometrics. Prior to his business career, he was a pilot in the United States Air Force. Mr. Newell holds a B.A. in mathematics from the College of William & Mary and an MBA from Harvard Business School. We believe that Mr. Newells qualifications to serve on the board of directors include his substantial financial and public-company experience, as he has served as chief financial officer at multiple medical device and other technology companies. He also has previous experience serving as a director on public-company boards of directors. The names of our executive officers and certain information about them are set forth either above or below, as the case may be: | Name | | Age | | Position(s)withtheCompany | | | Ronald Glibbery | | 64 | | Chief Executive Officer and Director | | | James Sullivan | | 57 | | Chief Financial Officer | | | Bradley Lynch | | 53 | | Chief Operating Officer | | | Alexander Tomkins | | 43 | | Chief Technology Officer | | 42 *James Sullivan.* Mr. Sullivan has served as our chief financial officer since January 2008. From July 2006 until January 2008, Mr. Sullivan served as Vice President of Finance and Chief Financial Officer at Apptera, Inc., a venture-backed company providing software for mobile advertising, search and commerce. From July 2002 until June 2006, Mr. Sullivan was the chief financial officer at 8x8, Inc., a publicly-traded SAAS provider of VoIP and unified communication solutions. Mr. Sullivans prior experience includes various positions at 8x8, Inc. and PricewaterhouseCoopers LLP. He received a Bachelor of Science degree in Accounting from New York University and is a certified public accountant. ** *Bradley Lynch*. Mr. Lynch has served as chief operating officer since December 2021. He co-founded Peraso Tech in 2009 and served as executive vice president of engineering and operations. In June 2020, Peraso Tech applied for and obtained an order under the Companies Creditors Arrangement Act (the CCAA), providing certain relief. Pursuant to the Initial Order issued by the Ontario Superior Court of Justice (Commercial List) (the Court), Ernst & Young Inc. was appointed as the Monitor of Peraso Tech. In addition, the Monitor, in its capacity as Foreign Representative, filed a voluntary petition in the United States under Chapter 15 of the U.S. Bankruptcy Code, seeking recognition of the CCAA proceeding. In October 2020, the Court granted an order authorizing the termination of Peraso Techs CCAA proceedings upon the completion of certain defined steps. In December 2020, the United States Bankruptcy Court for the Southern District of New York issued an Order that: (i) recognized and gave full force and effect in the United States to the Courts order approving the Settlement Agreement; and (ii) terminated the Chapter 15 Proceedings. Prior to founding Peraso Tech, Mr. Lynch worked as a system architect at Kleer Semiconductor, a fabless company focused on wireless audio technology. Before Kleer, he was director of software engineering at Intellon Corporation, a pioneer and leader in the development of semiconductor devices used for powerline communications. Previously, Mr. Lynch held various technical roles at Cogency Semiconductor and Power Trunk. Mr. Lynch holds a B.A.Sc in Computer Engineering from the University of Waterloo. *Alexander Tomkins*. Mr. Tomkins has served as our chief technology officer since December 2021. He co-founded Peraso Tech in 2009 and served as its chief technology officer. In June 2020, Peraso Tech applied for and obtained an order under the Companies Creditors Arrangement Act (the CCAA), providing certain relief. Pursuant to the Initial Order issued by the Ontario Superior Court of Justice (Commercial List), Ernst & Young Inc. was appointed as the Monitor of Peraso Tech. In addition, the Monitor, in its capacity as Foreign Representative, filed a voluntary petition in the United States under Chapter 15 of the U.S. Bankruptcy Code, seeking recognition of the CCAA proceeding. In October 2020, the Court granted an order authorizing the termination of Peraso Techs CCAA proceedings upon the completion of certain defined steps. In December 2020, the United States Bankruptcy Court for the Southern District of New York issued an Order that: (i) recognized and gave full force and effect in the United States to the Courts order approving the Settlement Agreement; and (ii) terminated the Chapter 15 Proceedings. Mr. Tomkins holds a Masters of Applied Science from the University of Toronto and a B.S. in Engineering Physics from Carleton University. He also attended the University of Toronto as a doctoral candidate in Applied Science. **** **Audit Committee** Our board of directors established the Audit Committee for the purpose of overseeing the accounting and financial reporting processes and audits of our financial statements. The Audit Committee also is charged with reviewing reports regarding violations of our code of ethics and complaints with respect thereto, and internal control violations under our whistleblower policy are directed to the members of the Audit Committee. The responsibilities of our Audit Committee are described in the Audit Committee Charter adopted by our board of directors, a current copy of which can be found on the investors section of our website, www.perasoinc.com. Cornelis Links, Andreas Melder and Robert Newell are the current members of the Audit Committee. All are independent, as determined in accordance with Rule 5605(a)(2) of the Nasdaq listing rules and Rule 10A-3 of the Exchange Act. Mr. Newell serves as the chair and has been designated by the board of directors as the audit committee financial expert, as defined by Item 407(d)(5) of Regulation S-K under the Securities Act and the Exchange Act. That status does not impose duties, liabilities or obligations that are greater than the duties, liabilities or obligations otherwise imposed on him as a member of the Audit Committee and the board of directors, however. The Audit Committee has delegated authority to Mr. Newell for review and pre-approval of services proposed to be provided by our independent registered public accounting firm.**** **** 43 **** **Compensation Committee** Andreas Melder and Robert Newell are the current members of the Compensation Committee, and Mr. Melder serves as the chair. The Compensation Committee is responsible for reviewing, recommending and approving our compensation policies and benefits, including the compensation of all of our executive officers and directors. Our Compensation Committee also has the principal responsibility for the administration of our equity plans. The responsibilities of our Compensation Committee are described in the Compensation Committee Charter adopted by our board of directors, a current copy of which can be found on the investors section of our website, www.perasoinc.com. **** **Nominations Process** We do not have a nominating committee, as we are a small company and currently only have five directors. Instead of having such a committee, historically, our board of directors has appointed all of the independent directors on our board to search for and evaluate qualified individuals to become nominees for director and board committee members. The independent directors recommend candidates for nomination for election or reelection at each annual meeting of stockholders and, as necessary, to fill vacancies and newly created directorships, and evaluate candidates for appointment to and removal from committees. The independent directors operate in this capacity under authority granted by resolution of the board of directors, rather than by charter. When new candidates for our board of directors are sought, the independent directors evaluate each candidate for nomination as a director within the context of the needs and the composition of the board of directors as a whole. The independent directors conduct any appropriate and necessary inquiries into the backgrounds and qualifications of candidates. When evaluating director nominees, our board of directors generally seeks to identify individuals with diverse, yet complementary business backgrounds. Although we have no formal policy regarding diversity, our directors consider both the personal characteristics and experience of director nominees, including each nominees independence, diversity, age, skills, expertise, time availability and industry background in the context of the needs of the board of directors and the Company. Further, when evaluating nominations, the board of directors also looks for depth and breadth of experience within our industry and otherwise, outside time commitments, special areas of expertise, accounting and finance knowledge, business judgment, leadership ability, experience in developing and assessing business strategies, corporate governance expertise, and for incumbent members of the board of directors, the past performance of the incumbent director. The board of directors believes that director nominees should exhibit proven leadership capabilities and experience at a high level of responsibility within their chosen fields and must have the experience and ability to analyze the complex business issues facing us, and specifically, the issues inherent in the semiconductor industry. In addition to business expertise, the board of directors requires that director nominees have the highest personal and professional ethics, integrity and values and, above all, are committed to representing the long-term interests of our stockholders and other stakeholders. To date, we have not paid any fee to a third party to assist in the process of identifying or evaluating director candidates. Our independent directors will consider candidates for nomination as director who are recommended by a stockholder and will not evaluate any candidate for nomination for director differently because the candidate was recommended by a stockholder. To date, we have not received or rejected any suggestions for a director candidate recommended by any stockholder or group of stockholders owning more than 5% of our common stock. The recommendation must include the information specified in our bylaws for stockholder nominees to be considered at an annual meeting, including the following: | | | The stockholders name and address and the beneficial owner, if any, on whose behalf the nomination is proposed; | | | | | The stockholders reason for making the nomination at the annual meeting, and the signed consent of the nominee to serve if elected; | | | | | The number of shares owned by, and any material interest of, the record owner and the beneficial owner, if any, on whose behalf the record owner is proposing the nominee; | | | | | A description of any arrangements or understandings between the stockholder, the nominee and any other person regarding the nomination; and | | | | | Information regarding the nominee that would be required to be included in our proxy statement by the rules of the SEC, including the nominees age, business experience for the past five years and any other directorships held by the nominee. | | 44 The information listed above is not a complete list of the information required by our bylaws. The secretary will forward any timely recommendations containing the required information to our independent directors for consideration. **** **Board of Directors Leadership Structure** Our bylaws provide the board of directors with flexibility to combine or separate the positions of chair of the board of directors and chief executive officer in accordance with its determination that utilizing one or the other structure is in the best interests of our company. Currently, the board of directors has not appointed a chair or lead independent director. From time to time, each of the independent directors works with our chief executive officer to perform a variety of functions related to our corporate governance, including coordinating activities of the board of directors, setting the agenda for meetings (in consultation with our chief executive officer, as necessary or appropriate) and ensuring adequate communication between the board of directors and management. Our Audit Committee oversees critical matters such as our relationship with our auditors, our financial reporting practices, system of disclosure controls and procedures and internal controls over financial reporting. Our Compensation Committee oversees our executive compensation program. Each of these committees consists entirely of independent directors. **** **Risk Oversight** The board of directors is actively involved in the oversight of risksincluding strategic, credit, liquidity, operational and other riskswhich could affect our business. The board of directors does not have a standing risk management committee and administers this oversight function directly through the board of directors as a whole and through its committees, which oversee risks relevant to their respective functions. For example, in addition to the oversight matters described in the preceding paragraph, the Audit Committee also assists the board of directors in its risk oversight function by reviewing and discussing with management our compliance with accounting principles and the treasury function, including management of our cash and investments. The Compensation Committee assists the board of directors in its risk oversight function by considering risks relating to the design of our executive compensation programs and arrangements and employee benefit plans. The full board of directors considers strategic risks and opportunities and receives reports from the committees regarding risk oversight in their areas of responsibility as necessary. The board of directors and each committee administers its respective risk oversight function by evaluating managements monitoring, assessment and management of risks, including steps taken to limit our exposure to known risks, through regular interaction with our senior management and in board and committee deliberations that are closed to members of management. The interaction with management occurs not only at formal board and committee meetings but also periodically through other written and oral communications. **Compensation Committee Interlocks and Insider Participation** During 2025, none of our executive officers served as a member of the board of directors or compensation committee of any entity that had one or more of its executive officers serving as a member of our board of directors or Compensation Committee. Messrs. Melder and Newell, the current members of the Compensation Committee, and Dr. Ian McWalter, a former member of our board of directors and the Compensation Committee, were not officers or employees of ours during 2025 or at any other time. **Delinquent Section 16(a) Reports** Section 16(a) of the Exchange Act requires our directors, executive officers and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of ours. Directors, executive officers and greater than 10% holders are required by SEC regulation to furnish us with copies of all Section 16(a) reports they file. Based solely on our review of Forms 3 and 4 filed during 2025 (and any written representations to us by such persons), we believe that all directors, executive officers and 10% stockholders complied with all applicable Section 16(a) filing requirements during 2025, except that (i) Cornelis Links filed a late Form 3 on January 29, 2026 in connection with his appointment to our board of directors on December 22, 2025, (ii) Mark Lunsford filed a late Form 4 on April 25, 2025 with respect to common stock withheld to satisfy his tax obligation in connection with the settlement of shares of common stock underlying the portion of RSUs that vested on April 15, 2025, and (iii) Daniel Lewis, Ian McWalter, Andreas Melder and Robert Newell each filed a late Form 4 on January 23, 2025 with respect to RSUs granted on January 17, 2025. 45 **** **Code of Ethics** We have adopted a code of ethics that applies to all of our employees and directors. The code of ethics is designed to deter wrongdoing and to promote, among other things, honest and ethical conduct, full, fair, accurate, timely, and understandable disclosures in reports and documents submitted to the SEC and other public communications, compliance with applicable governmental laws, rules and regulations, the prompt internal reporting of violations of the code to an appropriate person or persons identified in the code and accountability for adherence to such code. The code of ethics is available on our website, www.perasoinc.com. If we make any substantive amendments to the code of ethics or grant any waiver, including any implicit waiver, from a provision of the code to our chief executive officer or chief financial officer, or persons performing similar functions, where such amendment or waiver is required to be disclosed under applicable SEC rules, we intend to disclose the nature of such amendment or waiver on our website. **** **Insider Trading Policy, Employee, Officer, and Director Hedging** We have adopted an insider trading policy that governs the purchase, sale, and other dispositions of our securities by directors, officers, employees and other covered persons, which policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the Nasdaq listing standards applicable to us. As part of this policy, we prohibit all directors, officers or other employees from engaging in any short sales of our securities, transactions in puts, calls or other derivative securities on an exchange or in any other organized market and hedging transactions. A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report. **** **Item 11. Executive Compensation.** ** *Overview of Compensation Program* The Compensation Committee of the board of directors has responsibility for establishing, implementing and monitoring adherence to our compensation philosophy. The board of directors has delegated to the Compensation Committee the responsibility for determining our compensation policies and procedures for senior management, including the named executive officers, periodically reviewing these policies and procedures, and making recommendations concerning executive compensation to be considered by the full board of directors, when such approval is required under any of our plans or policies or by applicable laws. The compensation received by our named executive officers is set forth in the Summary Compensation Table, below. For 2025, our named executive officers included Ronald Glibbery, our chief executive officer, James Sullivan, our chief financial officer and secretary, and Bradley Lynch, our chief operating officer. ** *Compensation Philosophy* In general, our executive compensation policies are designed to recruit, retain and motivate qualified executives by providing them with a competitive total compensation package based in large part on the executives contribution to our financial and operational success, the executives personal performance and increases in stockholder value, as measured by the price of our common stock. We believe that the total compensation paid to our executives should be fair, reasonable and competitive. We seek to have a balanced approach to executive compensation with each primary element of compensation (base salary, variable compensation and equity incentives) designed to play a specific role. Overall, we design our compensation programs to allow for the recruitment, retention and motivation of the key executives and high-level talent required in order for us to: | | | supply high-value and high-quality integrated circuit solutions to our current and prospective customer base; | | | | | achieve or exceed our annual financial plan and be profitable; | | | | | make continuous progression towards achieving our long-term strategic objectives to be a high-growth company with growing profitability; and | | | | | increase our share price to provide greater value to our stockholders. | | 46 *Role of Executive Officers in Compensation Decisions* The chief executive officer (the CEO) makes recommendations for equity and non-equity compensation for executives to be approved by the Compensation Committee. The Compensation Committee reviews these guidelines annually. The CEO annually reviews the performance of our executives (other than himself) and presents his recommendations for proposed salary adjustments, bonuses and equity awards to the Compensation Committee once a year. In its discretion, the Compensation Committee may accept, modify or reject the CEOs recommendations. The Compensation Committee evaluates the compensation of the CEO on its own without the participation or involvement of the CEO. Only the Compensation Committee and the board of directors are authorized to approve the compensation for any named executive officer. Compensation of new executives is based on hiring negotiations between the individuals and our CEO and/or Compensation Committee. ** *Elements of Compensation* Consistent with our compensation philosophy and objectives, we offer executive compensation packages consisting of the following three components: | | | base salary; | | | | | annual incentive compensation; and | | | | | equity awards. | | In each fiscal year, the Compensation Committee determines the amount and relative weighting of each component for all executives, including the named executive officers. Base salaries are paid in fixed amounts and thus do not encourage risk taking. Our widespread use of long-term compensation, consisting of stock options and restricted stock units (the RSUs), focuses recipients on the achievement of our longer-term goals and conserves cash for other operating expenses. The equity awards granted to our executives generally vest over 36 months from the date of grant. The Compensation Committee does not believe that these awards encourage unnecessary or excessive risk taking because the ultimate value of the awards is tied to our stock price, and the use of multi-year vesting schedules helps to align our employees interests even more closely with those of our long-term investors. ** *Base Salary* Because our compensation philosophy stresses performance-based awards, base salary is intended to be a smaller portion of total executive compensation relative to long-term equity. The Compensation Committee takes into account the executives scope of responsibility and significance to the execution of our long-term strategy, past accomplishments, experience and personal performance and compares each executives base salary with those of the other members of senior management. The Compensation Committee may give different weighting to each of these factors for each executive, as it deems appropriate. The Compensation Committee did not retain a compensation consultant or determine a compensation peer group for 2025. There were no changes to the annual base salaries of our executive officers in 2025. ** *Annual Incentive Compensation* There were no changes to the incentive compensation targets for our named executive officers in 2025. 47 *Equity Awards* Although we do not have a mandated policy regarding the ownership of shares of common stock by officers and directors, we believe that granting equity awards to executives and other key employees on an ongoing basis gives them a strong incentive to maximize stockholder value and aligns their interests with those of our other stockholders on a long-term basis. Our Amended and Restated 2019 Stock Incentive Plan, as amended (the 2019 Plan), which was approved by our stockholders and became effective in August 2019, enables us to grant equity awards, as well as other types of stock-based compensation, to our executive officers and other employees. The Compensation Committee reviews and approves all equity awards granted under the 2019 Plan to the named executive officers. We grant equity awards to achieve retention and motivation: | | | upon the hiring of key executives and other personnel; | | | | | | | | | | annually, when we review progress against corporate and personal goals; and | | | | | | | | | | when we believe that competitive forces or economic conditions threaten to cause our key executives to lose their motivation and/or where retention of these key executives is in jeopardy. | | With the Compensation Committees approval, we grant equity awards to acquire shares of common stock when we initially hire executives and other employees, as a long-term performance incentive. The Compensation Committee has determined the size of the initial equity awards to newly hired executives with reference to equity awards held by existing executives, the percentage that such award represents of our total shares outstanding and hiring negotiations with the individual. In addition, the Compensation Committee would consider other relevant information regarding the size and type of compensation package considered necessary to enable us to recruit, retain and motivate the executive. Typically, when we hire an executive, the equity awards vest over a three-year period. The options granted to executives in connection with annual performance reviews typically vest monthly over a three-year period, and RSUs granted typically vest over a period of three years, as the Compensation Committee may decide. As matters of policy and practice, we grant stock options with an exercise price equal to fair market value, although the 2019 Plan allows us to use a different exercise price. In determining fair market value, we use the closing price of the common stock on the Nasdaq on the grant date. Historically, no executive has been eligible for an annual performance grant until the employee has been employed for at least six months. Annual performance reviews are generally conducted in the first half of each fiscal year. Our CEO conducts the performance review of all other executives, and he makes his recommendations to the Compensation Committee. The Compensation Committee also reviews the CEOs annual performance and determines whether he should receive additional equity awards. Aside from equity award grants in connection with annual performance reviews, we do not have a policy of granting additional awards to executives during the year. The board of directors and Compensation Committee have not adopted a policy with respect to setting the dates of award grants relative to the timing of the release of material non-public information. Our policy with respect to prohibiting insider trading restricts sales of shares during specified black-out periods, including at all times that our insiders are considered to possess material non-public information. In determining the size of equity awards in connection with the annual performance reviews of our executives, the Compensation Committee takes into account the executives current position with and responsibilities to us, and current and past equity awards to the executive. During 2025, our Compensation Committee and management elected to use stock options as our primary form of equity award, as in the past we had primarily used restricted stock units. During 2025, we granted each of our named executive officers common stock purchase options for 125,000 shares. Going forward, we intend to continue to evaluate and consider equity grants to our executives on an annual basis. We expect to consider potential equity awards for executives at the same time as we annually review our employees performance and determine whether to award grants for all employees. ** 48 ** *Accounting and Tax Considerations* Our Compensation Committee has reviewed the impact of tax and accounting treatment on the various components of our executive compensation program. Section 162(m) of the Internal Revenue Code, as amended (the Code), generally disallows a tax deduction to publicly-held companies for compensation paid to covered executive officers, to the extent that compensation paid to such an officer exceeds $1 million during the taxable year. The Tax Cuts and Jobs Act repealed the performance-based exception to the deduction limit for remuneration that is deductible in tax years commencing after December 31, 2017. However, certain remuneration is specifically exempt from the deduction limit under a transition rule to the extent that it is performance-based, as defined in Section 162(m) of the Code, and subject to a written binding contract in effect as of November 2, 2017 that is not later modified in any material respect. We endeavor to award compensation that will be deductible for income tax purposes, though other factors will also be considered. None of the compensation paid to our covered executive officers for the year ended December 31, 2025 that would be taken into account for purposes of Section 162(m) exceeded the $1 million limitation. Because of ambiguities and uncertainties as to the application and interpretation of Section 162(m) of the Code and the regulations issued thereunder, including the uncertain scope of the transition relief under the Tax Cuts and Jobs Act, no assurance can be given that compensation intended to satisfy the requirements for exemption from Section 162(m) of the Code in fact will satisfy such requirements. Our Compensation Committee may authorize compensation payments that do not comply with the exemptions to Section 162(m) when we believe that such payments are appropriate to attract and retain executive talent. ** *Say-on-Pay and Say-on-Frequency* We gave our stockholders an opportunity to provide feedback on our executive compensation through an advisory vote at our 2023 annual stockholder meeting (the 2023 Meeting), which was held on December 15, 2023. Stockholders were asked to approve, on an advisory basis, the compensation paid to our named executive officers. A majority of stockholders indicated approval of the compensation of the named executive officers, with approximately 81% of the shares that voted on such matter voting in favor of the proposal. Additionally, at the 2023 Meeting, stockholders were asked to approve, on an advisory basis, in favor of having a stockholder vote to approve the compensation of our named executive officers every three years. A majority of stockholders indicated approval of having a stockholder vote to approve the compensation of our named executive officers every three years, with approximately 71% of the shares that voted on such matter voting in favor of the proposal. Based on these results and consistent with the previous recommendation and determination of our board of directors, we will hold non-binding advisory votes on executive compensation every three years until the next vote on the frequency of the stockholder advisory vote on executive compensation. In light of the results of the advisory vote, the Compensation Committee intends to continue to apply principles that were substantially similar to those applied historically in determining compensation policies and decisions with respect to 2025 executive compensation. **** **SUMMARY COMPENSATION TABLE** The following table sets forth compensation information for fiscal years 2025 and 2024 for each of our named executive officers. | Name and principal position | | Year | | | Salary ($) | | | StockOption Awards ($)(1) | | | RestrictedStock Awards ($)(1) | | | Non-Equity Incentive Plan Compensation ($) | | | Total ($) | | | | Ronald Glibbery | | 2025 | | | | 400,000 | | | | 99,000 | | | | | | | | | | | | 499,000 | | | | Chief Executive Officer | | 2024 | | | | 400,000 | | | | | | | | | | | | | | | | 400,000 | | | | James Sullivan | | 2025 | | | | 305,000 | | | | 99,000 | | | | | | | | | | | | 404,000 | | | | Chief Financial Officer | | 2024 | | | | 305,000 | | | | | | | | | | | | | | | | 305,000 | | | | Bradley Lynch | | 2025 | | | | 275,000 | | | | 99,000 | | | | | | | | | | | | 374,000 | | | | Chief Operating Officer | | 2024 | | | | 275,000 | | | | | | | | | | | | | | | | 275,000 | | | | (1) | Award amounts reflect the aggregate grant date fair value with respect to awards granted during the years indicated, as determined pursuant to FASB ASC Topic 718. The assumptions used to calculate the aggregate grant date fair value of option and stock awards are set forth in the notes to the consolidated financial statements included in item 15 of this Report. These amounts do not reflect actual compensation earned or to be earned by our named executive officers. | | 49 **GRANTS OF PLAN-BASED AWARDS** The following table provides information on plan-based awards granted in 2025 to each of the named executive officers: | Name | | Grant Date | | All Other Stock Awards: Number of Shares of Stock or Units (#) | | | All Other Option Awards: Number of Securities Underlying Options(#)(1) | | | Exercise or Base Price of Option Awards ($/Share) | | | Grant Date Fair Value ofStock and Option Awards ($) | | | | Ronald Glibbery | | 2/11/2025 | | | | | | | 100,000 | | | | 0.78 | | | | 78,000 | | | | | | 8/7/2025 | | | | | | | 25,000 | | | | 0.84 | | | | 21,000 | | | | James Sullivan | | 2/11/2025 | | | | | | | 100,000 | | | | 0.78 | | | | 78,000 | | | | | | 8/7/2025 | | | | | | | 25,000 | | | | 0.84 | | | | 21,000 | | | | Bradley Lynch | | 2/11/2025 | | | | | | | 100,000 | | | | 0.78 | | | | 78,000 | | | | | | 8/7/2025 | | | | | | | 25,000 | | | | 0.84 | | | | 21,000 | | | | (1) | Represents stock options granted pursuant to the 2019 Plan. | | During the fiscal year ended December 31, 2025, we did not award any options to a named executive officer in the period beginning four business days before the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of a current report on Form 8-K that discloses material nonpublic information, and ending one business day after the filing or furnishing of such report other than as set forth in the table below. | Name | | Grant date | | Number of securities underlying the award | | | Exercise price of the award ($/Sh) | | | Grant date fair value of the award | | | Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information | | | | Ronald Glibbery | | 8/7/2025 | | | 25,000 | | | $ | 0.84 | | | $ | 21,000 | | | | 7.08 | % | | | James Sullivan | | 8/7/2025 | | | 25,000 | | | $ | 0.84 | | | $ | 21,000 | | | | 7.08 | % | | | Bradley Lynch | | 8/7/2025 | | | 25,000 | | | $ | 0.84 | | | $ | 21,000 | | | | 7.08 | % | | 50 **OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END** The following table and accompanying footnotes set forth information regarding the outstanding equity awards held by our named executive officers as of December 31, 2025. | | | Option Awards | | Stock Awards | | | | Name | | Number of Securities Underlying Unexercised Options(#) Exercisable | | | Number of Securities Underlying Unexercised Options(#) Unexercisable | | | Equity Incentive PlanAwards: Number of Securities Underlying Unexercised Unearned Options(#) | | | Option Exercise Price($) | | | Option Expiration Date(1) | | Numberof UnitsThat HaveNot Vested(#) | | | Market Valueof UnitsThat HaveNot Vested($) | | | | Ron Glibbery | | | 6,973 | (2) | | | | | | | | | | | 103.60 | | | 9/17/2030 | | | | | | | | | | | | | | 2,740 | (2) | | | | | | | | | | | 103.60 | | | 12/16/2031 | | | | | | | | | | | | | | 27,777 | (6) | | | 72,223 | | | | | | | | 0.78 | | | 2/11/2035 | | | | | | | | | | | | | | 2,779 | (7) | | | 22,221 | | | | | | | | 0.84 | | | 8/7/2035 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | James Sullivan | | | 20 | (3) | | | | | | | | | | | 5,760.00 | | | 8/23/2026 | | | | | | | | | | | | | | 138 | (4) | | | | | | | | | | | 156.80 | | | 2/6/2029 | | | | | | | | | | | | | | 500 | (5) | | | | | | | | | | | 62.80 | | | 11/20/2029 | | | | | | | | | | | | | | 27,777 | (6) | | | 72,223 | | | | | | | | 0.78 | | | 2/11/2035 | | | | | | | | | | | | | | 2,779 | (7) | | | 22,221 | | | | | | | | 0.84 | | | 8/7/2035 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Bradley Lynch | | | 4,365 | (2) | | | | | | | | | | | 103.60 | | | 9/17/2030 | | | | | | | | | | | | | | 1,644 | (2) | | | | | | | | | | | 103.60 | | | 12/16/2031 | | | | | | | | | | | | | | 27,777 | (6) | | | 72,223 | | | | | | | | 0.78 | | | 2/11/2035 | | | | | | | | | | | | | | 2,779 | (7) | | | 22,221 | | | | | | | | 0.84 | | | 8/7/2035 | | | | | | | | | | | (1) | The standard option term is generally ten years, but all of the options expire automatically unless exercised within 90 days after the cessation of service as an employee, director or consultant. | | | | | | | (2) | The stock options were acquired on December 17, 2021 as consideration for the persons securities of Peraso Technologies Inc., which we acquired by way of a reverse takeover. | | | (3) | The stock option was granted on August 23, 2016, and the shares subject to this option vested monthly over 48 months subject to continued service as an employee, director or consultant. | | | (4) | The stock option was granted on February 6, 2019, and the shares subject to this option vested monthly over three years subject to continued service as an employee, director or consultant. | | | | | | | (5) | The stock option was granted on November 20, 2019, and the shares subject to this option vested monthly over three years subject to continued service as an employee, director or consultant. | | | | | | | (6) | The stock option was granted on February 11, 2025, and the shares subject to this option vest monthly over three years subject to continued service as an employee, director or consultant. | | | | | | | (7) | The stock option was granted on August 7, 2025, and the shares subject to this option vest monthly over three years subject to continued service as an employee, director or consultant. | | 51 **OPTION EXERCISES AND STOCK VESTED** There were no option exercises by and vesting of stock awards attributable to our named executive officers during the year ended December 31, 2025. *Employment and Change-in-Control Arrangements and Agreements* Our Executive Change-in-Control and Severance Policy (the Policy) provides benefits that are intended to encourage the continued dedication of our executive officers and to mitigate potential disincentives to the consideration of a transaction that would result in a change in control, particularly where the services of our named executive officers may not be required by a potential acquirer. The Policy provides for benefits for our named executive officers in the event of a Change-in-Control, which is generally defined as: | | | an acquisition of 45% or more of our common stock or voting securities by any person, as defined under the ExchangeAct; or | | | | | consummation of a complete liquidation or dissolution of the Company or a merger, consolidation, reorganization or sale of all or substantially all of our assets (collectively, a Business Combination) other than a Business Combination in which (A)our stockholders receive 50% or more of the stock of the corporation resulting from the Business Combination and (B)at least a majority of the board of directors of such resulting corporation were our incumbent directors immediately prior to the consummation of the Business Combination, and (C)after which no individual, entity or group (excluding any corporation or other entity resulting from the Business Combination or any employee benefit plan of such corporation or of ours) who did not own 45% or more of the stock of the resulting corporation or other entity immediately before the Business Combination owns 45% or more of the stock of such resulting corporation or other entity. | | Under the Policy, the following compensation and benefits are to be provided to our chief executive officer upon the occurrence of a Change-in-Control, and in the case of our other named executive officers, upon a Change-in-Control combined with a termination of the named executive officers employment without cause, or due to disability or resignation for good reason (as defined in the Policy) in connection with the Change-in-Control or within 24months after it: | | | any base salary earned but not yet paid through the date of termination; | | | | | any annual or discretionary bonus earned but not yet paid to him for any calendar year prior to the year in which his termination occurs; | | | | | any compensation under any deferred compensation plan of ours or deferred compensation agreement with us then in effect; | | | | | a single lump sum payment equal to the sum of (a)one year of his or her then-current base salary plus (b)the average of his or her annual bonus payments in the preceding threeyears or such shorter time as he or she has been employed by us (with prorated weighting assigned to any bonus earned for a partial year of employment), which payment will be made within 60days following the Change-in-Control (in the case of the chief executive officer), or 60days following the date of employment termination (in the case of all other named executive officers). | | | | | vesting in 100% of all outstanding equity awards as of the date of the Change-in-Control for the chief executive officer, or as of the date of termination of employment for all other named executive officers; | | | | | reimbursement of any business expenses incurred by him through the date of termination but not yet paid; | | | | | reimbursement of the cost of continuation of medical benefits for a period of 12months; and | | | | | outstanding equity awards that are structured as stock options, stock appreciation rights or similar awards shall be amended effective as of the date of termination to provide that such awards will remain outstanding and exercisable until the earlier of (a)12months following the date of the Change-in-Control for the chief executive officer, or the termination of employment for the other named executive officers, and (b)the expiration of the awards initial term. | | Under the Policy, cause means the executives: | | | willful failure to attend to the executives duties that is not cured by the executive within 30days of receiving written notice from the CEO (or, in the case of the CEO, from the board of directors) specifying such failure; | | | | | material breach of the executives then-current employment agreement (if any) that is not cured by the executive within 30days of receiving written notice from the CEO (or, in the case of the CEO, from the board of directors) specifying such breach; | | | | | conviction of (or plea of guilty or nolo contendere to) any felony or any misdemeanor involving theft or embezzlement; or | | | | | misconduct resulting in material harm to our business or reputation, including fraud, embezzlement, misappropriation of funds or a material violation of the executives employment, confidential information, non-disclosure, invention assignment and arbitration agreement. | | 52 Under the Policy, good reason means the occurrence of any of the following conditions without the executives consent, but only if such condition is reported by the executive within 90days of the executives knowledge of such condition and remains uncured 30days after written notice from the executive to the board of directors of said condition: | | | a material reduction in the executives then-current base salary or annual target bonus (expressed as a percentage of Executives then-current base salary), except for a reduction proportionate to reductions concurrently imposed on all other members of the Companys executive management; | | | | | a material reduction in the executives then-current employee benefits package, taken as a whole, except for a reduction proportionate to reductions concurrently imposed on all other members of executive management; | | | | | a material reduction in the executives responsibilities with respect to our overall operations, such that continuity of responsibilities with respect to business operations existing prior to a corporate transaction will serve as a material reduction in responsibilities if such business operations represent only a subsidiary or business unit of the larger enterprise after the corporate transaction; | | | | | a material reduction in the responsibilities of the executives direct reports, including a requirement for the chief executive officer to report to another officer as opposed to our board of directors or a requirement for any other executive to report to any officer other than our chief executive officer; | | | | | a material breach by us of any material provision of the executives then-current employment agreement (if any); | | | | | a requirement that the executive relocate to a location more than 35 miles from the executives then-current office location, unless such office relocation results in the distance between the new office and Executives home being closer or equal to the distance between the prior office and the executives home; | | | | | a failure of a successor or transferee to assume our obligations under this Policy; or | | | | | a failure to nominate the executive for election as a board of directors director, if, at the proper time for nomination, the executive is a member of the board of directors. | | Notwithstanding the above, in lieu of the payments and benefits payable under the Policy to Mr. Glibbery as the Companys chief executive officer, Mr. Glibbery will receive change-in control payments and benefits in accordance with the terms and conditions of his employment agreement. The table below summarizes the payments Mr. Glibbery would be entitled to depending on the respective type of termination of his employment. | Termination Type | | Payments and Benefits | | | | | | | | Termination for Cause or Voluntary Resignation | | (i) | | accrued and unpaid base salary and any other payments required by law, including those in connection with accrued vacation; and | | | | (ii) | | reimbursement for business expenses. | | | | | | | | Termination Without Cause, for Good Reason, upon Change of Control, Death or Disability | | (i) | | accrued and unpaid base salary and any other payments required by law including those in connection with accrued vacation; | | | | (ii) | | reimbursement for business expenses; | | | | (iii) | | the payment of the greater of (A) the sum of: (x) pay in lieu of notice of termination, in the amount required pursuant to the ESA (as defined in Mr. Glibberys employment agreement), and (y) statutory severance pay (if applicable) in the amount required to be provided pursuant to the ESA; or (B) twenty-four (24) months of base salary in lieu of notice, calculated solely by reference to the base salary except and only to the extent as otherwise minimally required by the ESA, to be paid in the form of a lump sum; | | | | (iv) | | any bonus awarded but not yet paid in respect of the fiscal year preceding the termination date; | | | | | (v) | | bonus for the year in which the employment terminates, prorated pursuant to the employment agreement; | | | | | (vi) | | all benefits (as existed on the date notice of termination is provided) for the duration of the Severance Period (as defined in the employment agreement); | | | | | (vii) | | any unvested equity and equity-related compensation that has been issued pursuant to the Plan will be immediately accelerated and vested as of the termination date; | | | | | (viii) | | any vested equity and equity-related compensation that has been issued under the Plan will remain exercisable until 24 months following such termination; and | | | | | (ix) | | any other benefits and/or perquisites shall continue until the end of the ESA Notice Period (as defined in the employment agreement). | | 53 The information below describes the severance benefits payable to (i)Mr.Glibbery under his employment agreement and (ii)Messrs. Sullivan and Lynch under the Policy, as if such arrangements had been in effect and a Change-in-Control occurred on December31, 2025, and the employment of each of our named executive officers was terminated without cause immediately following the Change-in-Control. The information below assumes that there was no compensation that was earned but unpaid as of December 31, 2025. | Name | | Cash Severance($)(1) | | | Bonus($)(2) | | | Continuation of Benefits($)(3) | | | Stock Option Vesting($)(4) | | | Stock Award Vesting($)(5) | | | Total($) | | | | Ronald Glibbery | | | 800,000 | | | | 300,000 | | | | 13,012 | | | | 7,342 | | | | | | | | 1,120,354 | | | | James Sullivan | | | 305,000 | | | | | | | | 14,524 | | | | 7,342 | | | | | | | | 326,866 | | | | Bradley Lynch | | | 275,000 | | | | | | | | 6,506 | | | | 7,342 | | | | | | | | 288,848 | | | | (1) | Represents cash severance payments based on the executives salary at December 31, 2025, in an amount equal to two years of base salary for Mr. Glibbery and one year of base salary for each of Messrs. Sullivan and Lynch. The Policy provides that each of Messrs. Sullivan and Lynch are also entitled to receive an amount equal to the average of his respective annual bonus payments in the preceding three years as part of their respective cash severance payments; however, the table does not include any additional amount in respect of such bonus component because no annual bonuses were awarded to Messrs. Sullivan and Lynch during that period. | | | | | | | (2) | For Mr. Glibbery, the amount represents payment of his annual target bonus amount. The Policy does not provide for additional bonus payments to Messrs. Sullivan and Lynch. | | | | | | | (3) | Represents the aggregate amount of all premiums payable for the continuation of the executives health benefits for one or two years, as applicable, based on the amounts of such premiums at December 31, 2025. | | | | | | | (4) | The value is calculated as the intrinsic value per share, multiplied by the number of shares that would become fully vested upon the Change-in-Control. The intrinsic value per share would be calculated as the excess of the closing price of our common stock on the Nasdaq of $0.87 on December 31, 2025 over the exercise price of the option. If the value is less than zero, it is deemed to be zero for the purposes of these calculations. | | | | | | | (5) | The value is calculated as the intrinsic value per share, multiplied by the number of shares that would become fully vested upon the Change-in-Control. The intrinsic value per share is considered as the closing price of our common stock on the Nasdaq of $0.87 on December 31, 2025. | | If a Change-in-Control occurred on December 31, 2025, under the Policy, the following numbers of option and award shares would have vested immediately as a result of acceleration on December 31, 2025: | Name | | Number of Accelerated Option and Award Shares | | | | Ronald Glibbery | | | 94,615 | | | | James Sullivan | | | 94,444 | | | | Bradley Lynch | | | 94,546 | | | 54 **** **Employment Agreements** In addition to the agreements containing the Change-in-Control provisions summarized above, we have entered into our standard form of employment, confidential information, invention assignment and arbitration agreement with each of the named executive officers. We also have entered into agreements to indemnify our current and former directors and certain executive officers, in addition to the indemnification provided for in our certificate of incorporation and bylaws. These agreements, among other things, provide for indemnification of our directors and certain executive officers for many expenses, including attorneys fees, judgments, fines and settlement amounts incurred by any such person in any action or proceeding, including any action by or in the right of the Company, arising out of such persons services as a director or executive officer of the Company, any subsidiary of the Company or any other company or enterprise to which the person provided services at our request. **** **Director Compensation** The following table summarizes the compensation earned by our non-employee directors in the year ended December 31, 2025: | Name | | Fee Compensation ($) | | | Restricted Stock Awards ($)(1) | | | All Other Compensation ($) | | | Total ($) | | | | Robert Newell | | | 45,000 | | | | 500 | | | | | | | | 45,500 | | | | Ian McWalter (2) | | | 44,000 | | | | 500 | | | | | | | | 44,500 | | | | Cornelis Links (3) | | | 929 | | | | | | | | | | | | 929 | | | | Andreas Melder | | | 40,000 | | | | 500 | | | | | | | | 40,500 | | | | Daniel Lewis | | | 35,000 | | | | 500 | | | | | | | | 35,500 | | | | (1) | Dr. McWalter and Messrs. Newell, Melder and Lewis were each granted 500 restricted stock units on January 17, 2025. Award amounts reflect the aggregate grant date fair value as determined pursuant to FASB ASC Topic 718. For these restricted stock unit awards, the fair value is equal to the underlying value of the stock and is calculated using the closing price of our common stock on the award date. The actual value realized by a non-employee director related to restricted stock unit awards will depend on the market value of our common stock on the date the underlying stock is sold following vesting of the awards. | | ** | (2) | In connection with his planned retirement, Ian McWalter did not stand for re-election upon the expiration of his term on December 22, 2025. | | | (3) | Cornelis Links was appointed to our board of directors, effective immediately following our 2025 annual meeting of stockholders. | | ** ** *Director Fee Compensation* As a small company, it can be challenging for us to attract new non-employee directors. Nasdaq and SEC regulations require that a majority of the directors on our board of directors and its committees be independent, non-employee directors, as defined by each entity. In December2021, we amended our director compensation structure and adopted our Outside Director Compensation Plan (the Director Plan). Under the Director Plan, we pay the following annual cash retainer fees, payable in quarterly installments, to our non-employee directors for their service on our board of directors and, as applicable, for service on committees of our board of directors: | | | $35,000 for service on the board of directors; | | | | | $8,000 for service as chairperson of the Audit Committee; | | | | | $3,000 for service as a member of the Audit Committee; | | | | | $6,000 for service as chairperson of the Compensation Committee; and | | | | | $2,000 for service as a member of the Compensation Committee. | | 55 *Director Equity Compensation* Under the Director Plan,upon initial appointment to our board of directors, each non-employee director will receive a stock option with a value of $100,000, calculated by dividing the $100,000 by the closing trading price of our common stock on the date of grant. The initial stock option will have an exercise price equal to the closing price of our common stock on the date of grant and will vest as to one-third of the shares on the first annual anniversary of the grant and the remaining shares quarterly over the subsequent two years, provided the non-employee director continues to serve on the board of directors. In the event of a merger, sale of substantially all of our assets or similar transaction, vesting of all director options would accelerate as to 100% of the unvested shares subject to the award. Non-employee directors will also receive an annual equity award of restricted stock units of common stock equal to $50,000 of value per non-employee director. The restricted stock unit award will be made upon initial appointment to our board of directors and then subsequently at the first scheduled meeting of the board of directors following our annual meeting of stockholders. The number of restricted stock units will be calculated by dividing $50,000 by the closing trading price of our common stock on the date of the award. The restricted stock unit award will vest in full on the earlier to occur of the next annual meeting of stockholders or the one-year anniversary of the award. All equity awards granted under the Director Plan will be made from the 2019 Plan. ** **Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.** The table below sets forth certain information as of March 13, 2026 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 our 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 March 13, 2026 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. The percentage of beneficial ownership is based on 12,628,485 shares of our common stock and exchangeable shares outstanding as of March 13, 2026. 56 Unless otherwise stated, the business address of each of our directors and executive officers listed in the table is 2033 Gateway Place, Suite 500, San Jose, California 95110. | | | Amount and Nature of Beneficial Ownership | | | | Name | | NumberofShares BeneficiallyOwned (ExcludingOutstanding Options)(1) | | | NumberofShares IssuableonExercise ofOutstandingOptions orConvertible Securities(2) | | | Percentof Class | | | | More than 5% Beneficial Owners: | | | | | | | | | | | | Iroquois Capital Management, LLC | | | | (3) | | | 1,401,606 (3) | | | | 9.99 | % | | | Ionic Ventures, LLC | | | | (4) | | | 952,380 (4) | | | | 7.01 | % | | | | | | | | | | | | | | | | | | Directors and Officers: | | | | | | | | | | | | | | | Ronald Glibbery | | | 4,308 | | | | 62,632 | | | | * | | | | Daniel Lewis | | | 4,292 | | | | 1,875 | | | | * | | | | Robert Newell | | | 3,947 | | | | 494 | | | | * | | | | Cornelis Links | | | 25 | | | | | | | | * | | | | Andreas Melder | | | 1,851 | | | | 494 | | | | * | | | | James Sullivan | | | 1,893 | | | | 53,578 | | | | * | | | | Bradley Lynch | | | 1,573 | | | | 58,928 | | | | * | | | | Alexander Tomkins | | | 6,083 | | | | 59,070 | | | | * | | | | All current directors and executive officers as a group (8 persons) | | | 23,972 | | | | 237,071 | | | | 2.0 | % | | | * | Represents holdings of less than one percent. | | | (1) | Excludes shares subject to outstanding options, warrants, convertible securities or other rights to acquire common stock that are exercisable within 60 days of March 13, 2026. | | | | | | | (2) | Represents the number of shares subject to outstanding options, restricted stock units, convertible securities or other rights to acquire common stock that are exercisable within 60 days of March 13, 2026. | | | | | | | (3) | Based on information reported on a Schedule 13G/A filed with the SEC on August 14, 2025 by Iroquois Capital Management LLC (Iroquois Capital), Richard Abbe and Kimberly Page. The filing reflects that (i) Iroquois Capital, Mr. Abbe and Ms. Page share voting and dispositive power over 371,424 shares of common stock issuable upon exercise of warrants that are directly held by Iroquois Master Fund Ltd. (Iroquois Master Fund), and (ii) Mr. Abbe has sole voting and dispositive power over 1,057,146 shares of common stock issuable upon exercise of warrants directly held by Iroquois Capital Investment Group LLC (ICIG). The table above excludes 26,964 shares of common stock issuable upon exercise of the warrants because the warrants are subject to a 9.99% beneficial ownership blocker. Mr. Abbe shares authority and responsibility for the investments made on behalf of Iroquois Master Fund with Ms. Kimberly Page, each of whom is a director of the Iroquois Master Fund. As such, Mr. Abbe and Ms. Page may each be deemed to be the beneficial owner of all shares of common stock held by and underlying the warrants held by, Iroquois Master Fund. Iroquois Capital is the investment advisor for Iroquois Master Fund and Mr. Abbe is the President of Iroquois Capital. Mr. Abbe has the sole authority and responsibility for the investments made on behalf of ICIG. As such, Mr. Abbe may be deemed to be the beneficial owner of all shares of common stock held by and underlying the warrants held by Iroquois Master Fund and ICIG. The principal business address for Iroquois Capital, Mr. Abbe and Ms. Page is 2 Overhill Road, Scarsdale, NY 10583. | | | | | | | (4) | Based on information available to the Company and information reported on a Schedule 13G/A filed with the SEC on November 14, 2024 by Ionic Ventures, LLC (Ionic), Ionic Management, LLC (Ionic Management), Brendan ONeil and Keith Coulston, which each report shared voting and dispositive power with respect to the shares. The shares of common stock shown to be beneficially owned by Ionic consist of 952,380 shares of common stock issuable upon the exercise of Series A warrants, which warrants are subject to a 9.99% beneficial ownership blocker. Ionic has the power to dispose of and the power to vote the shares beneficially owned by it, which power may be exercised by its manager, Ionic Management. Each of the managers of Ionic Management, Mr. ONeil and Mr. Coulston, has shared power to vote and/or dispose of the shares beneficially owned by Ionic and Ionic Management. The principal business address of Ionic, Ionic Management, Mr. ONeil and Mr. Coulston is 3053 Fillmore St, Suite 256, San Francisco, CA 94123. | | 57 *Securities Authorized for Issuance under Equity Compensation Plans* The following table provides information as of December 31, 2025 regarding equity compensation plans approved by our security holders. As of December 31, 2025, we had no awards outstanding under equity compensation plans that have not been approved by our security holders. | Plan Category | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | | | Weighted Average Exercise Priceof Outstanding Options, Warrants and Rights | | | Number of Securities Remaining Available for Future Issuanceunder Equity Compensation Plans (excluding Securities reflected in Column (a))(1) | | | | | | (a) | | | (b) | | | (c) | | | | Equity compensation plans approved by security holders | | | 1,347,402 | (2) | | $ | 3.34 | | | | 1,188,962 | | | | (1) | Consists of shares of common stock available for future issuance under the 2019 Plan. | | | | | | | (2) | Consists of 694 shares of common stock subject to outstanding equity awards under our 2010 Equity Incentive Plan, 1,320,931 shares of common stock subject to outstanding equity awards under our 2019 Plan and 25,777 shares of common stock subject to outstanding options assumed by us in connection with the business combination with Peraso Technologies Inc. completed in December 2021. | | **** **Item 13. Certain Relationships and Related Transactions and Director Independence.** **** **Related Party Transactions** Below we describe any transactions to which we have been a participant, in which the amount involved in the transaction exceeds or will exceed the lesser of $120,000 or one percent of the average of our total assets at year end for each of the last two completed fiscal years and in which any of our directors, director nominees, executive officers, or holders of more than 5% of our capital stock, or any immediate family member of, or person sharing the household with, any of these individuals, had or will have a direct or indirect material interest since January 1, 2024. On June 11, 2024, we entered into a stock purchase agreement with Ian McWalter, who was then a member of our board of directors, pursuant to which we sold and Dr. McWalter purchased 100,000 restricted shares of common stock at a price per share of $1.27. A family member of one of our executive officers is employed by us. During the years ended December 31, 2025 and 2024, we paid the employee approximately $129,300 and $113,800, respectively, which includes the aggregate grant date fair values, as determined pursuant to FASB ASC Topic 718, of any stock option granted during each period. **Policies and Procedures for Review and Approval of Related Party Transactions** Pursuant to its charter, our Audit Committee has the responsibility to review and approve any transactions with a related party. In considering whether to approve any such transaction, the Audit Committee considers such factors as it deems appropriate, and generally focuses on whether the terms of the transaction are at least as favorable to us as terms we would receive on an arms-length basis from an unaffiliated third party and whether any such transaction might impair the independence of a director or present a conflict of interest for a director or executive officer. Each of the transactions described above that was required to be reviewed and approved by the Audit Committee in accordance with its charter was so reviewed and approved. **Director Independence** Our board of directors has determined that each of the current directors, with the exception of Ronald Glibbery, is independent, as defined by the Nasdaq listing rules and the rules and regulations of the SEC. Our board of directors has standing Audit and Compensation Committees, each of which is comprised solely of independent directors in accordance with the Nasdaq listing rules. No director qualifies as independent unless the board of directors affirmatively determines that he has no direct or indirect relationship with us that would impair his independence. We independently review the relationship of the Company to any entity employing a director or on whose board of directors he is serving currently. **** 58 **** **Item 14. Principal Accountant Fees and Services.** **** Weinberg & Co., P.A. (Weinberg) was our independent registered public accounting firm for the years ended December 31, 2025 and 2024. The following table shows the fees billed (in thousands of dollars) to us by Weinberg for the financial statement audits and other services provided for fiscal 2025 and 2024. | | | 2025 | | | 2024 | | | | Audit Fees(1) | | $ | 223 | | | $ | 205 | | | | Audit-Related Fees(2) | | | 37 | | | | 94 | | | | Total(3) | | $ | 260 | | | $ | 299 | | | | (1) | Audit fees consisted of fees for professional services rendered for the audit of our annual consolidated financial statements, review of our quarterly financial statements and services normally provided in connection with statutory and regulatory filings. | | | | | | | (2) | Audit-related fees consisted of fees related to the issuance of SEC registration statements and sales of our securities under registration statements. | | | | | | | (3) | Weinberg did not provide any non-audit or other services other than those reported under Audit Fees and Audit-Related Fees. | | The Audit Committee meets with our independent registered public accounting firm at least four times a year. At such times, the Audit Committee reviews both audit and non-audit services performed by the independent registered public accounting firm, as well as the fees charged for such services. The Audit Committee is responsible for pre-approving all auditing services and non-auditing services (other than non-audit services falling within the *de minimis* exception set forth in Section 10A(i)(1)(B) of the Exchange Act and non-audit services that independent auditors are prohibited from providing to us) in accordance with the following guidelines: (1) pre-approval policies and procedures must be detailed as to the particular services provided; (2) the Audit Committee must be informed about each service; and (3) the Audit Committee may delegate pre-approval authority to one or more of its members, who shall report to the full committee, but shall not delegate its pre-approval authority to management. Among other things, the Audit Committee examines the effect that performance of non-audit services may have upon the independence of the auditors. 59 **Part IV** **** **Item 15. Exhibits.** **(a)(1) Consolidated Financial Statements:** The following documents are filed as part of this Report: Consolidated Financial Statements and Report of Independent Registered Public Accounting Firm, all of which are set forth on pages F-1 through F-34 of this Report. **(2) Financial Statement Schedules:** Financial statement schedules are omitted because they are not required, not applicable or because the required information is shown in the consolidated financial statements or notes thereto. **** **(3) Exhibits:** Required exhibits are incorporated by reference or are filed with this Report. | | | | | Reference | Filed or | | | ExhibitNo. | | Exhibit Description | | Form | | File No. | | Form Exhibit | | Filing Date | | Furnished Herewith | | | 2.1** | | Arrangement Agreement with Peraso Technologies Inc. | | 8-K | | 000-32929 | | 2.1 | | September 15, 2021 | | | | | 2.2 | | First Amending Agreement dated October 21, 2021 | | 8-K | | 000-32929 | | 2.1 | | October 22, 2021 | | | | | 3.1 | | Restated Certificate of Incorporation of the Company | | 8-K | | 000-32929 | | 3.6 | | November 12, 2010 | | | | | 3.1.1 | | Certificate of Amendment to Restated Certificate of Incorporation of the Company | | 8-K | | 000-32929 | | 3.1 | | February 14, 2017 | | | | | 3.1.2 | | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, filed with the Secretary of State of the State of Delaware on August 27, 2019 | | 8-K | | 000-32929 | | 3.1 | | August 27, 2019 | | | | | 3.1.3 | | Certificate of Amendment to Articles of Incorporation (Name Change) | | 8-K | | 000-32929 | | 3.1 | | December 20, 2021 | | | | | 3.1.4 | | Certificate of Designation of Series A Special Voting Preferred Stock | | 8-K | | 000-32929 | | 3.2 | | December 20, 2021 | | | | | 3.1.5 | | Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company, filed with the Secretary of State of the State of Delaware on December 15, 2023 | | 8-K | | 000-32929 | | 3.1 | | December 19, 2023 | | | | | 3.2 | | Amended and Restated Bylaws of the Company | | 8-K | | 000-32929 | | 3.1 | | November 23, 2021 | | | | | 4.1 | | Specimen Common Stock Certificate | | S-1/A | | 333-43122 | | 4.1 | | September 14, 2000 | | | | | 4.2 | | Description of the Registrants Securities | | 10-K | | 000-32929 | | 4.2 | | March 28, 2025 | | | | | 4.3* | | Amended and Restated Peraso Inc. 2010 Equity Incentive Plan | | S-8 | | 333-229728 | | 4.8 | | February 15, 2019 | | | | | 4.4* | | Peraso Inc. Amended and Restated 2019 Stock Incentive Plan, as amended | | 8-K | | 000-32929 | | 10.1 | | December 23, 2025 | | | | | 4.5* | | Form of Agreement for Stock Option Grant pursuant to the Peraso Inc. Amended and Restated 2010 Equity Incentive Plan | | S-8 | | 333-168358 | | 4.10 | | July 28, 2010 | | | | | 4.6* | | Form of Notice of Grant of Stock Option Award and Agreement pursuant to the Peraso Inc. 2019 Stock Incentive Plan | | S-8 | | 333-234675 | | 4.10 | | November 13, 2019 | | | | | 4.7* | | Form of Notice of Grant of Restricted Stock Unit Award and Agreement under the Peraso Inc. 2019 Stock Incentive Plan | | S-8 | | 333-234675 | | 4.13 | | November 13, 2019 | | | | 60 | 4.8* | | Amended Peraso Technologies Inc. 2009 Share Option Plan | | S-8 | | 333-262062 | | 4.5 | | January 7, 2022 | | | | | 4.9 | | Form of Common Stock Purchase Warrant | | 8-K | | 000-32929 | | 4.2 | | November 30, 2022 | | | | | 4.10 | | Form of Purchase Warrant | | 8-K | | 000-32929 | | 4.2 | | June 2, 2023 | | | | | 4.11 | | Form of Placement Agent Warrant | | 8-K | | 000-32929 | | 4.3 | | June 2, 2023 | | | | | 4.12 | | Form of Series A Warrant | | S-1/A | | 333-276247 | | 4.15 | | February 5, 2024 | | | | | 4.13 | | Form of Representative Warrant | | S-1/A | | 333-276247 | | 4.17 | | January 23, 2024 | | | | | 4.14 | | Form of Series C Warrant | | 8-K | | 000-32929 | | 4.1 | | November 5, 2024 | | | | | 4.15 | | Form of Series D Warrant | | 8-K | | 000-32929 | | 4.2 | | November 5, 2024 | | | | | 4.16 | | Form of Placement Agent Warrant | | 8-K | | 000-32929 | | 4.3 | | November 5, 2024 | | | | | 4.17 | | Form of Series E Warrant | | 8-K | | 000-32929 | | 4.1 | | September 12, 2025 | | | | | 4.18 | | Form of Placement Agent Warrant dated September 12, 2025 | | 8-K | | 000-32929 | | 4.2 | | September 12, 2025 | | | | | 10.1* | | Employment Offer Letter Agreement between the Company and James Sullivan dated December 21, 2007 | | 10-K | | 000-32929 | | 10.26 | | March 17, 2008 | | | | | 10.2* | | Form of New Employee Inducement Grant Stock Option Agreement (revised February 2012) | | 10-K | | 000-32929 | | 10.19 | | March 15, 2012 | | | | | 10.3 | | Form of Indemnification Agreement used from June 2012 to present | | 10-Q | | 000-32929 | | 10.22 | | August 9, 2012 | | | | | 10.4* | | Executive Change-in-Control and Severance Policy | | SC TO-I | | 005-78033 | | 99.(D)(7) | | July 26, 2016 | | | | | 10.5 | | Intercompany Services Agreement | | 8-K | | 000-32929 | | 10.2 | | December 20, 2021 | | | | | 10.6* | | Employment Agreement (Ronald Glibbery) | | 8-K | | 000-32929 | | 10.3 | | December 20, 2021 | | | | | 10.7* | | Employment offer letter agreement between the Company and Mark Lunsford dated October 4, 2022 | | 10-K | | 000-32929 | | 10.17 | | March 29, 2023 | | | | | 10.8* | | Employment Agreement (Brad Lynch) | | | | | | | | | X | | | 10.9* | | Employment Agreement (Alexander Tomkins) | | | | | | | | | X | | | 10.10* | | Amendment to offer of employment between the Company and James Sullivan dated April 15, 2022 | | 10-Q | | 000-32929 | | 10.2 | | August 15, 2022 | | | | | 10.11* | | Amendment to employment agreement between Peraso Technologies Inc. and Brad Lynch dated April 15, 2022 | | 10-Q | | 000-32929 | | 10.3 | | August 15, 2022 | | | | | 10.12* | | Amendment to offer of employment between the Company and Alex Tomkins dated April 19, 2023 | | S-1 | | 333-272729 | | 10.21 | | June 16, 2023 | | | | | 10.13* | | Amendment to offer of employment between the Company and Ronald Glibbery dated April 19, 2023 | | S-1 | | 333-272729 | | 10.22 | | June 16, 2023 | | | | | 10.14* | | Second Amendment to offer of employment between the Company and Brad Lynch dated April 19, 2023 | | S-1 | | 333-272729 | | 10.23 | | June 16, 2023 | | | | | 10.15* | | Technology License and Patent Assignment Agreement By and Between Intel Corporation and the Company dated August 5, 2022 | | 10-Q | | 000-32929 | | 10.1 | | November 14, 2022 | | | | | 10.16 | | First Amendment to Executive Change-in-Control and Severance Policy | | 10-Q | | 000-32929 | | 10.23 | | May 13, 2021 | | | | | 10.17* | | Amendment No. 1 to Peraso Inc. Common Stock Purchase Warrant | | 8-K | | 000-32929 | | 10.3 | | June 2, 2023 | | | | | 10.18 | | Warrant Agency Agreement, dated February 8, 2024, by and between the Company and Equiniti Trust Company, LLC | | 8-K | | 000-32929 | | 10.2 | | 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 | | 8-K | | 000-32929 | | 10.1 | | August 7, 2024 | | | | | 10.20 | | At The Market Offering Agreement, dated August 30, 2024, by and between Peraso Inc. and Ladenburg Thalmann & Co. Inc. | | 8-K | | 000-32929 | | 10.1 | | 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 | | 8-K | | 000-32929 | | 10.1 | | October 4, 2024 | | | | | | | Form of Inducement Letter | | 8-K | | 000-32929 | | 10.1 | | November 5, 2024 | | | | | 10.22 | | Form of Amendment to Series C Common Stock Purchase Warrant | | 8-K | | 000-32929 | | 10.1 | | May 2, 2025 | | | | | 10.23 | | Form of Amendment No. 2 to Series C Common Stock Purchase Warrant | | 8-K | | 000-32929 | | 10.1 | | August 5, 2025 | | | | | 10.24 | | Form of Inducement Letter dated September 11, 2025 | | 8-K | | 000-32929 | | 10.1 | | September 12, 2025 | | | | 61 | 10.25 | | Form of Amendment No. 3 to Series C Common Stock Purchase Warrant | | 8-K | | 000-32929 | | 10.1 | | December 9, 2025 | | | | | 19.1 | | Insider Trading Policy | | 10-K | | 000-32929 | | 19.1 | | March 28, 2025 | | | | | 21.1 | | List of Subsidiaries | | 10-K | | 000-32929 | | 21.1 | | March 29, 2023 | | | | | 23.1 | | Consent of Independent Registered Public Accounting Firm-Weinberg & Co., P.A. | | | | | | | | | | X | | | 24.1 | | Power of Attorney (see signature page) | | | | | | | | | | X | | | 31.1 | | Rule 13a-14 Certification | | | | | | | | | | X | | | 31.2 | | Rule 13a-14 Certification | | | | | | | | | | X | | | 32 | | Section 1350 Certification | | | | | | | | | | X | | | 97.1 | | Company Clawback Policy | | 10-K | | 000-32929 | | 97.1 | | March 29, 2024 | | | | | 101.INS | | Inline XBRL Instance Document | | | | | | | | | | X | | | 101.SCH | | Inline XBRL Taxonomy Extension Schema Document | | | | | | | | | | X | | | 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | | | | | | | | | X | | | 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document | | | | | | | | | | X | | | 101.LAB | | Inline XBRL Taxonomy Extension Labels Linkbase Document | | | | | | | | | | X | | | 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | | | | | | | | | X | | | 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) | | | | | | | | | | X | | | * | 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. | | **** **Item 16. Form 10-K Summary** Not applicable. 62 **SIGNATURES** Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 30th day of March 2026. | PERASO INC. | | | | | | | | | By: | /s/ Ronald Glibbery | | | | | Ronald Glibbery | | | | | Chief Executive Officer | | | **POWER OF ATTORNEY** KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Ronald Glibbery and James Sullivan as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in- fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. | Signature | | Title | | Date | | | | | | | | | | /s/ Ronald Glibbery | | Chief Executive Officer and Director | | March 30, 2026 | | | Ronald Glibbery | | (principal executive officer) | | | | | | | | | | | /s/ James Sullivan | | Chief Financial Officer | | | | | James Sullivan | | (principal financial and accounting officer) | | March 30, 2026 | | | | | | | | | | /s/ Daniel Lewis | | Director | | March 30, 2026 | | | Daniel Lewis | | | | | | | | | | | | /s/ Cornelis Links | | Director | | March 30, 2026 | | | Cornelis Links | | | | | | | | | | | | /s/ Andreas Melder | | Director | | March 30, 2026 | | | Andreas Melder | | | | | | | | | | | | | | /s/ Robert Newell | | Director | | March 30, 2026 | | | Robert Newell | | | | 63 **PERASO INC.** **INDEX TO CONSOLIDATED FINANCIAL STATEMENTS** | Report of Independent Registered Public Accounting Firm (PCAOB ID 572) | | F-2 | | | Consolidated Balance Sheets | | F-4 | | | Consolidated Statements of Operations | | F-5 | | | Consolidated Statements of Stockholders Equity | | F-6 | | | Consolidated Statements of Cash Flows | | F-7 | | | Notes to Consolidated Financial Statements | | F-8 - F-34 | | F-1 **Report of Independent Registered Public Accounting Firm** **** Board of Directors and Stockholders Peraso Inc. San Jose, California **Opinion on the Consolidated Financial Statements** **** We have audited the accompanying consolidated balance sheets of Peraso Inc. (the Company) and subsidiaries as of December 31, 2025 and 2024, the related consolidated statements of operations, stockholders equity, and cash flows for the years then ended, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company and its subsidiaries as of December 31, 2025 and 2024, and the results of their operations and their cash flows for the years then ended**,**in conformity with accounting principles generally accepted in the United States of America. **** **Going Concern** The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, during the year ended December 31, 2025, the Company incurred a net loss and used cash in operations. These conditions raise substantial doubt about the Companys ability to continue as a going concern. Managements plans to alleviate these conditions are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. **Basis for Opinion** **** These consolidated financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. F-2 **Critical Audit Matter** The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. *Issuance of warrants during the period* As described in Note 10 to the consolidated financial statements, during the year ended December 31, 2025, the Company issued certain common stock warrants in various financing transactions. The Company evaluated the terms of the common stock warrants under ASC 815, including the scope exception in ASC 815-40, and concluded the instruments qualified for equity classification. We identified the assessment of the accounting for the common stock warrants as a critical audit matter because of the complexity in applying the accounting framework and the significant judgments made by management in the determination of the classification of the warrants. This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of managements classification. The primary procedures we performed to address this critical audit matter included, among others: | | We obtained and read the agreements related to the common stock warrants and evaluated the key contractual terms, including exercise prices, expiration dates and settlement provisions. | | | | We evaluated managements accounting analysis and assessed the appropriateness of the equity classification conclusion by reference to the criteria in ASC 815-40. | | | | Utilizing personnel with specialized knowledge and skill in the relevant technical accounting guidance to evaluate the appropriateness of the Companys application of the relevant technical accounting guidance in determining whether the Common Stock Warrants require liability accounting treatment. | | We have served as the Companys auditor since 2020. /s/ Weinberg & Company Los Angeles, California March 30, 2026 F-3 **PARTIFINANCIAL INFORMATION** **Item 1. Financial Statements** **PERASOINC.** **CONSOLIDATED BALANCE SHEETS** **(In thousands, except par value)** | | | December31, | | | | | | 2025 | | | 2024 | | | | ASSETS | | | | | | | | | Current assets | | | | | | | | | | | Cash and cash equivalents | | $ | 2,886 | | | $ | 3,344 | | | | Accounts receivable, net | | | 1,219 | | | | 682 | | | | Inventories, net | | | 1,168 | | | | 2,079 | | | | Prepaid expenses and other | | | 195 | | | | 188 | | | | Total current assets | | | 5,468 | | | | 6,293 | | | | | | | | | | | | | | | Property and equipment, net | | | 363 | | | | 512 | | | | Right-of-use lease assets | | | 143 | | | | 267 | | | | Intangible assets, net | | | 6 | | | | 13 | | | | Other | | | 99 | | | | 121 | | | | Total assets | | $ | 6,079 | | | $ | 7,206 | | | | LIABILITIES AND STOCKHOLDERS EQUITY | | | | | | | | | | | Current liabilities | | | | | | | | | | | Accounts payable | | $ | 679 | | | $ | 1,036 | | | | Accrued expenses and other | | | 540 | | | | 1,987 | | | | Deferred revenue | | | 8 | | | | 341 | | | | Short-term lease liabilities | | | 95 | | | | 139 | | | | Total current liabilities | | | 1,322 | | | | 3,503 | | | | | | | | | | | | | | | Long-term lease liabilities | | | 97 | | | | 182 | | | | Warrant liabilities | | | 24 | | | | 55 | | | | Total liabilities | | | 1,443 | | | | 3,740 | | | | Commitments and contingencies (Note 5) | | | | | | | | | | | Stockholders equity | | | | | | | | | | | Preferred stock, $0.01 par value; 20,000 shares authorized; none issued and outstanding | | | | | | | | | | | Series A, special voting preferred stock, $0.01 par value; one share authorized, issued and outstanding at December 31, 2025 and 2024 | | | | | | | | | | | Common stock, $0.001 par value; 120,000 shares authorized; 10,055 shares and 4,474 shares issued and outstanding at December 31, 2025 and 2024, respectively | | | 9 | | | | 3 | | | | Exchangeable shares, no par value; unlimited shares authorized; 56 shares and 60 shares outstanding at December 31, 2025 and 2024, respectively | | | | | | | | | | | Issuable shares, 137 and 917 shares at December 31, 2025 and 2024, respectively | | | 162 | | | | 1,193 | | | | Additional paid-in capital | | | 186,338 | | | | 179,390 | | | | Accumulated deficit | | | (181,873 | ) | | | (177,120 | ) | | | Total stockholders equity | | | 4,636 | | | | 3,466 | | | | Total liabilities and stockholders equity | | $ | 6,079 | | | $ | 7,206 | | | The accompanying notes are an integral part of these consolidated financial statements. F-4 **PERASO INC.** **CONSOLIDATED STATEMENTS OF OPERATIONS** **(In thousands, except per share data)** | | | Year Ended | | | | | | December31, | | | | | | 2025 | | | 2024 | | | | Net revenue | | | | | | | | | Product | | $ | 11,845 | | | $ | 14,248 | | | | Royalty and other | | | 348 | | | | 325 | | | | Total net revenue | | | 12,193 | | | | 14,573 | | | | Cost of net revenue | | | 5,126 | | | | 7,040 | | | | Gross profit | | | 7,067 | | | | 7,533 | | | | Operating expenses | | | | | | | | | | | Research and development | | | 6,245 | | | | 9,232 | | | | Selling, general and administrative | | | 5,805 | | | | 8,673 | | | | Severance and software license obligations | | | (223 | ) | | | 2,063 | | | | Total operating expenses | | | 11,827 | | | | 19,968 | | | | Loss from operations | | | (4,760 | ) | | | (12,435 | ) | | | Interest expense | | | (1 | ) | | | (10 | ) | | | Change in fair value of warrant liabilities | | | 31 | | | | 1,693 | | | | Other income (expense), net | | | (23 | ) | | | 24 | | | | Net loss | | $ | (4,753 | ) | | $ | (10,728 | ) | | | | | | | | | | | | | | Net loss per share | | | | | | | | | | | Basic and diluted | | $ | (0.67 | ) | | $ | (3.57 | ) | | | | | | | | | | | | | | Shares used in computing net loss per share | | | | | | | | | | | Basic and diluted | | | 7,064 | | | | 3,002 | | | The accompanying notes are an integral part of these consolidated financial statements. F-5 **PERASOINC.** **CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY** **(In thousands)** | | | | | | | | | | | | | | | | | | | | | Additional | | | | | | Total | | | | | | CommonStock | | | Issuable Shares | | | Exchangeable Shares | | | Paid-In | | | Accumulated | | | Stockholders | | | | | | Shares | | | Amount | | | Shares | | | Amount | | | Shares | | | Amount | | | Capital | | | Deficit | | | Equity | | | | Balance as of December 31, 2023 | | | 673 | | | $ | 1 | | | | | | | $ | | | | | 95 | | | $ | | | | $ | 170,474 | | | $ | (166,392 | ) | | $ | 4,083 | | | | Shares issued for reverse stock split | | | 51 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Exchange of exchangeable shares | | | 35 | | | | | | | | | | | | | | | | (35 | ) | | | | | | | | | | | | | | | | | | | Issuance of common stock under stock plans, net of taxes paid related to net share settlements of restricted stock units | | | 7 | | | | | | | | | | | | | | | | | | | | | | | | (6 | ) | | | | | | | (6 | ) | | | Sale of common stock and warrants, net | | | 562 | | | | | | | | | | | | | | | | | | | | | | | | 3,431 | | | | | | | | 3,431 | | | | Issuance of common stock and warrants from warrant inducement offering, net | | | 1,329 | | | | | | | | 917 | | | | 1,193 | | | | | | | | | | | | 1,389 | | | | | | | | 2,582 | | | | Sale of common stock | | | 100 | | | | | | | | | | | | | | | | | | | | | | | | 127 | | | | | | | | 127 | | | | Issuance of common stock upon exercise of pre-funded warrants | | | 1,425 | | | | 2 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2 | | | | At-the market sales of stock, net | | | 252 | | | | | | | | | | | | | | | | | | | | | | | | 333 | | | | | | | | 333 | | | | Shares issued for services | | | 40 | | | | | | | | | | | | | | | | | | | | | | | | 54 | | | | | | | | 54 | | | | Stock-based compensation | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,588 | | | | | | | | 3,588 | | | | Net loss | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (10,728 | ) | | | (10,728 | ) | | | Balance as of December 31, 2024 | | | 4,474 | | | | 3 | | | | 917 | | | | 1,193 | | | | 60 | | | | | | | | 179,390 | | | | (177,120 | ) | | | 3,466 | | | | At-the market sales of stock, net | | | 3,714 | | | | 4 | | | | | | | | | | | | | | | | | | | | 4,347 | | | | | | | | 4,351 | | | | Issuance of abeyance shares | | | 1,618 | | | | 2 | | | | (1,617 | ) | | | (2,019 | ) | | | | | | | | | | | 2,017 | | | | | | | | | | | | Exchange of exchangeable shares | | | 4 | | | | | | | | | | | | | | | | (4 | ) | | | | | | | | | | | | | | | | | | | Issuance of common stock and warrants from warrant inducement offering, net | | | 115 | | | | | | | | 837 | | | | 988 | | | | | | | | | | | | (55 | ) | | | | | | | 933 | | | | Issuance of common stock under stock plans | | | 40 | | | | | | | | | | | | | | | | | | | | | | | | 28 | | | | | | | | 28 | | | | Shares issued for services | | | 90 | | | | | | | | | | | | | | | | | | | | | | | | 90 | | | | | | | | 90 | | | | Stock-based compensation | | | | | | | | | | | | | | | | | | | | | | | | | | | 521 | | | | | | | | 521 | | | | Net loss | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (4,753 | ) | | | (4,753 | ) | | | Balance as of December 31, 2025 | | | 10,055 | | | $ | 9 | | | | 137 | | | $ | 162 | | | | 56 | | | $ | | | | $ | 186,338 | | | $ | (181,873 | ) | | $ | 4,636 | | | The accompanying notes are an integral part of these consolidated financial statements. F-6 **** **PERASOINC.** **CONSOLIDATED STATEMENTS OF CASH FLOWS** **(In thousands)** | | | Year Ended | | | | | | December31, | | | | | | 2025 | | | 2024 | | | | Cash flows from operating activities: | | | | | | | | | | | Net loss | | $ | (4,753 | ) | | $ | (10,728 | ) | | | Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | Depreciation and amortization | | | 263 | | | | 3,911 | | | | Stock-based compensation | | | 521 | | | | 3,588 | | | | Change in fair value of warrant liabilities | | | (31 | ) | | | (1,693 | ) | | | Inventory write downs | | | 36 | | | | 359 | | | | Shares issued for services | | | 90 | | | | 54 | | | | Allowance for bad debt | | | (21 | ) | | | (2 | ) | | | Accrued interest on debt obligation and other | | | | | | | (7 | ) | | | Changes in assets and liabilities | | | | | | | | | | | Accounts receivable | | | (516 | ) | | | 51 | | | | Inventories | | | 875 | | | | 168 | | | | Prepaid expenses and other assets | | | 15 | | | | 432 | | | | Accounts payable | | | (357 | ) | | | (1,412 | ) | | | Right-of-use assets | | | 124 | | | | 348 | | | | Lease liabilities - operating | | | (76 | ) | | | (260 | ) | | | Accrued expenses and other | | | (1,447 | ) | | | 1,376 | | | | Deferred revenue | | | (333 | ) | | | (764 | ) | | | Net cash used in operating activities | | | (5,610 | ) | | | (4,579 | ) | | | Cash flows from investing activities: | | | | | | | | | | | Purchases of property and equipment | | | (107 | ) | | | | | | | Net cash used in investing activities | | | (107 | ) | | | | | | | Cash flows from financing activities: | | | | | | | | | | | Proceeds from at-the-market sales of stock, net | | | 4,351 | | | | 333 | | | | Proceeds from warrant inducement, net | | | 933 | | | | 2,582 | | | | Proceeds from sale of common stock and warrants, net | | | 28 | | | | 3,559 | | | | Repayment of financing lease | | | (53 | ) | | | (128 | ) | | | Taxes paid to net share settle equity awards | | | | | | | (6 | ) | | | Net cash provided by financing activities | | | 5,259 | | | | 6,340 | | | | Net increase (decrease) in cash and cash equivalents | | | (458 | ) | | | 1,761 | | | | Cash and cash equivalents at beginning of year | | | 3,344 | | | | 1,583 | | | | Cash and cash equivalents at end of year | | $ | 2,886 | | | $ | 3,344 | | | **** The accompanying notes are an integral part of these consolidated financial statements. F-7 **PERASOINC.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **** **Note1. The Company and Summary of Significant Accounting Policies** Peraso Inc., formerly known as MoSys, Inc. (the Company), was incorporated in California in 1991 and reincorporated in 2000 in Delaware. The Company is a fabless semiconductor company specializing in the development of millimeter wave (mmWave), which is generally described as the frequency band from 24 Gigahertz (GHz) to 300 GHz, wireless technology. The Company derives revenue from selling its semiconductor devices and modules, performance of non-recurring engineering services and licensing of its technology. On September 14, 2021, the Company and its subsidiaries, 2864552 Ontario Inc. (Callco) and 2864555 Ontario Inc. (Canco), entered into an Arrangement Agreement (the Arrangement Agreement) with Peraso Technologies Inc. (Peraso Tech), a corporation existing under the laws of the province of Ontario, to acquire all of the issued and outstanding common shares of Peraso Tech (the 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). On December 17, 2021, following the satisfaction of the closing conditions set forth in the Arrangement Agreement, the Arrangement was completed and, the Company changed its name to Peraso Inc. and began trading on the Nasdaq Stock Market (the Nasdaq) under the symbol PRSO. **Liquidity and Going Concern** The Company incurred net losses of approximately $4.8 million and $10.7 million for the years ended December 31, 2025 and 2024, respectively, and had an accumulated deficit of approximately $181.9 million as of December 31, 2025. These and prior year losses have resulted in significant negative cash flows and have required the Company to raise substantial amounts of additional capital. To date, the Company has primarily financed its operations through multiple offerings of common stock and warrants and the issuance of convertible notes and loans to investors and affiliates. As disclosed in Note 10, in September 2025, the Company completed a warrant inducement offering for net proceeds of approximately $0.9 million. Additionally, as disclosed in Note 9, on August 30, 2024, the Company entered into the Sales Agreement with Ladenburg, pursuant to which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock through Ladenburg as agent and/or principal (subject to the limitations of General Instruction I.B.6 of Form S-3) through an at-the-market program. During the year ended December 31, 2025, the Company sold 3,713,939 shares of common stock for net proceeds of $4.4 million pursuant to the Sales Agreement. The Company expects to continue to incur operating losses for the foreseeable future as it secures additional customers and continues to invest in the commercialization of its products. The Company will need to increase revenues substantially beyond levels that it has 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 the Companys expected operating losses and cash burn for the foreseeable future, as well as recurring losses from operations, management has concluded that there is substantial doubt regarding the Companys ability to continue as a going concern for a period of at least 12 months beyond the filing of this Annual Report on Form 10-K. These consolidated financial statements do not include any adjustments that might result from this uncertainty. There can be no assurance that the Company can raise additional capital, whether in the form of debt or equity financing, that will be sufficient or available and, if available, that such capital will be offered on terms and conditions acceptable to the Company. The Companys primary focus is producing and selling its products. If the Company is unsuccessful in these efforts, it will need to implement additional cost reduction strategies, which could further affect its near- and long-term business plan. These efforts may include, but are not limited to, reducing headcount and curtailing business activities. **** F-8 **** **Basis of Presentation** The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. The Companys fiscal year ends on December 31 of each calendar year. Certain prior year amounts have been reclassified for consistency with the current-period presentation. These reclassifications had no effect on the reported results of operations or cash flows. **Reverse Stock Split** On December 15, 2023, the Company filed a certificate of amendment to its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware to effect a 1-for-40 reverse stock split of the Companys shares of common stock. Further, on January 2, 2024, Canco filed a certificate of amendment to its amended and restated certificate of incorporation under the Ontario Business Corporations Act to effect a 1-for-40 reverse stock split of the outstanding exchangeable shares. Such amendments and ratio were previously approved by the Companys stockholders and board of directors. As a result of the reverse stock split, which was effective for trading purposes on January 3, 2024, every 40 shares of the Companys pre-reverse split outstanding common stock and exchangeable shares were combined and reclassified into one share of common stock. Proportionate voting rights and other rights of holders of common stock and exchangeable shares were not affected by the reverse stock split. Any fractional shares of common stock and exchangeable shares resulting from the reverse stock split were rounded up to the nearest whole share. All stock options and restricted stock units outstanding and common stock reserved for issuance under the Companys equity incentive plans and warrants outstanding immediately prior to the reverse stock split were adjusted by dividing the number of affected shares of common stock by 40 and, as applicable, multiplying the exercise price by 40, as a result of the reverse stock split. All share and per-share amounts in these consolidated financial statements have been restated to reflect the reverse stock split as if it had occurred at the beginning of the earliest period presented. **** **Risks and Uncertainties** The Company is subject to risks from, among other things, competition associated with the industry in general, other risks associated with financing, liquidity requirements, the volatility of public markets, rapidly changing customer requirements, limited operating history, tariffs, pandemics, wars and acts of terrorism. The Company may be unable to access the capital markets, and additional capital may only be available to the Company on terms that could be significantly detrimental to its existing stockholders and to its business. **Use of Estimates** The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses recognized during the reported period. Material estimates may include assumptions made in determining reserves for uncollectible receivables, inventory write-downs, impairment of long-term assets, purchase price allocations, valuation allowance on deferred tax assets, accruals for potential liabilities and assumptions made in valuing equity instruments and warrant liabilities. Actual results could differ from those estimates. **** **Cash Equivalents and Investments** The Company may invest its excess cash in money market accounts, certificates of deposit, corporate debt, government-sponsored enterprise bonds and municipal bonds and considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. Investments with original maturities greater than three months and remaining maturities less than one year are classified as short-term investments. Investments with remaining maturities greater than one year are classified as long-term investments. Management generally determines the appropriate classification of securities at the time of purchase. All securities are classified as available-for-sale. The Companys available-for-sale short-term and long-term investments are carried at fair value, with the unrealized holding gains and losses reported in accumulated other comprehensive income (loss). Realized gains and losses and declines in the value judged to be other-than-temporary are included in the other income, net line item in the consolidated statements of operations. The cost of securities sold is based on the specific identification method. **** F-9 **** **Fair Value Measurements** The Company measures the fair value of financial instruments using a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels: Level1 Inputs used to measure fair value are unadjusted quoted prices that are available in active markets for the identical assets or liabilities as of the reporting date. Level2 Pricing is provided by third party sources of market information obtained through the Companys investment advisors, rather than models. The Company does not adjust for, or apply, any additional assumptions or estimates to the pricing information it receives from advisors. The Companys Level2 securities include cash equivalents and available-for-sale securities, which consisted primarily of certificates of deposit, corporate debt, and government agency and municipal debt securities from issuers with high-quality credit ratings. The Companys investment advisors obtain pricing data from independent sources, such as Standard& Poors, Bloomberg and Interactive Data Corporation, and rely on comparable pricing of other securities because the Level2 securities are not actively traded and have fewer observable transactions. The Company considers this the most reliable information available for the valuation of the securities. Level3 Unobservable inputs that are supported by little or no market activity and reflect the use of significant management judgment are used to measure fair value. These values are generally determined using pricing models for which the assumptions utilize managements estimates of market participant assumptions. The determination of fair value for Level3 investments and other financial instruments involves the most management judgment and subjectivity. The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, accounts receivable, accounts payable and other payables, approximate their fair values because of the short maturity of these instruments. The carrying values of lease obligations and long-term financing obligations approximate their fair values because interest rates on these obligations are based on prevailing market interest rates. The Company measures the fair value of its warrant liabilities using Level 3 inputs. **** **Allowance for Credit Losses** The Company establishes an allowance for credit losses to ensure that its trade receivables balances are not overstated due to uncollectibility. The Company performs ongoing customer credit evaluations within the context of the industry in which it operates and generally does not require collateral from its customers. A specific allowance of up to 100% of the invoice value is provided for any problematic customer balances. Delinquent account balances are written off after management has determined that the likelihood of collection is remote. The Company grants credit only to customers deemed creditworthy in the judgment of management. The allowance for credit losses was not material as of December 31, 2025 and 2024. **** F-10 **** **Inventories** The Company values its inventories at the lower of cost, which approximates actual cost on a first-in, first-out basis, or net realizable value. Costs of inventories primarily consisted of material and third party assembly costs. The Company records write-downs for estimated obsolescence or unmarketable inventories based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those expected by management, additional adjustments to inventory valuation may be required. Charges for obsolete and slow-moving inventories are recorded based upon an analysis of specific identification of obsolete inventory items and quantification of slow moving inventory items. The Company recorded write-downs of inventory of approximately $36,000 and $0.4 million during the years ended December 31, 2025 and 2024, respectively. **** **Property and Equipment** Property and equipment are originally recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally three to six years. Depreciation is recorded in cost of sales and operating expenses in the consolidated statements of operations. Leasehold improvements and assets acquired through capital leases are amortized over the shorter of their estimated useful life or the lease term, and related amortization is recorded in operating expenses in the consolidated statements of operations. **** **Intangible and Long-lived Assets** Intangible assets are recorded at cost and amortized on a straight-line method over their estimated useful lives of three to ten years. Amortization of developed technology and other intangibles directly related to the Companys products is included in cost of net revenue, while amortization of customer relationships and other intangibles not associated with the Companys products is included in selling, general and administrative expenses in the consolidated statements of operations. The Company regularly reviews the carrying value and estimated lives of its long-lived assets and finite-lived intangible assets to determine whether indicators of impairment may exist which warrant adjustments to carrying values or estimated useful lives. The determinants used for this evaluation include managements estimate of the assets ability to generate positive income from operations and positive cash flow in future periods as well as the strategic significance of the assets to the Companys business objective. Should an impairment exist, the impairment loss would be measured based on the excess of the carrying amount of the long-lived asset group over the assets fair value. **** F-11 **** **Purchased Intangible Assets** Intangible assets acquired in business combinations are accounted for based on the fair value of assets purchased and are amortized over the period in which economic benefit is estimated to be received. Intangible assets subject to amortization, including those acquired in business combinations were as follows (amounts in thousands): | | | December 31, 2025 | | | | | | Gross | | | | | | | | | Net | | | | | | Carrying | | | Accumulated | | | Other | | | Carrying | | | | | | Amount | | | Amortization | | | Impairment | | | Amount | | | | Developed technology | | $ | 5,726 | | | $ | (5,726 | ) | | $ | | | | $ | | | | | Customer relationships | | | 2,556 | | | | (2,556 | ) | | | | | | | | | | | Other | | | 186 | | | | (74 | ) | | | (106 | ) | | | 6 | | | | Total | | $ | 8,468 | | | $ | (8,356 | ) | | $ | (106 | ) | | $ | 6 | | | | | | December 31, 2024 | | | | | | Gross | | | | | | | | | Net | | | | | | Carrying | | | Accumulated | | | Other | | | Carrying | | | | | | Amount | | | Amortization | | | Impairment | | | Amount | | | | Developed technology | | $ | 5,726 | | | $ | (5,726 | ) | | $ | | | | $ | | | | | Customer relationships | | | 2,556 | | | | (2,556 | ) | | | | | | | | | | | Other | | | 186 | | | | (67 | ) | | | (106 | ) | | | 13 | | | | Total | | $ | 8,468 | | | $ | (8,349 | ) | | $ | (106 | ) | | $ | 13 | | | Developed technology primarily consisted of MoSys products that had reached technological feasibility and primarily related to its memory semiconductor products and technology. The value of the developed technology was determined by discounting estimated net future cash flows of these products. Amortization related to developed technology of $2.3 million for the year ended December 31, 2024, was included in cost of net revenue in the consolidated statements of operations. There was no amortization related to developed technology for the year ended December 31, 2025, as the purchased intangible assets were fully amortized as of December 31, 2024. Customer relationships relate to the Companys ability to sell existing and future versions of its products to MoSys customers existing at the time of the arrangement. The fair value of the customer relationships was determined by discounting estimated net future cash flows from the customer relationships. Amortization related to customer relationships of $1.0 million for the year ended December 31, 2024, was included in selling, general and administrative expense in the consolidated statements of operations. There was no amortization related to customer relationships for the year ended December 31, 2025, as the purchased intangible assets were fully amortized as of December 31, 2024. **Leases** ASC 842, *Leases*(ASC 842), requires an entity to recognize aright-of-useasset and a lease liability for all leases with terms longer than 12 months. The Company adopted ASC 842 utilizing the modified retrospective transition method. The Company elected the practical expedient afforded in ASC 842 in which the Company did not reassess whether any contracts that existed prior to adoption have or contain leases or the classification of its existing leases. **** **Warrants** The Company accounts for common stock warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and the guidance provided by the Financial Accounting Standards Board (FASB) in Accounting Standards Codification (ASC) 480, Distinguishing Liabilities from Equity (ASC 480) and ASC 815, Derivatives and Hedging (ASC 815). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Companys own stock and whether the holders of the warrants could potentially require net cash settlement in a circumstance outside of the Companys control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. **** **Revenue Recognition** The Company recognizes revenue in accordance with ASC Topic 606, *Revenue from Contracts with Customers,*and its amendments (ASC 606). As described below, the analysis of contracts under ASC 606 supports the recognition of revenue at a point in time, resulting in revenue recognition timing that is materially consistent with the Companys historical practice of recognizing product revenue when title and risk of loss pass to the customer. The Company generates revenue primarily from sales of integrated circuits and module products, performance of engineering services and licensing of its intellectual property. Revenues are recognized when control is transferred to customers in amounts that reflect the consideration the Company expects to be entitled to receive in exchange for those goods. Revenue recognition is evaluated through the following five steps: (i) identification of the contract, or contracts, with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations in the contract; and (v) recognition of revenue when or as a performance obligation is satisfied. ** F-12 ** *Product revenue* Revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied. The majority of the Companys contracts have a single performance obligation to transfer products. Accordingly, the Company recognizes revenue when title and risk of loss have been transferred to the customer, generally at the time of shipment of products. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products and is generally based upon a negotiated, formula, list or fixed price. The Company sells its products both directly to customers and through distributors generally under agreements with payment terms typically 60 days or less. The Company may record an estimated allowance, at the time of shipment, for future returns and other charges against revenue consistent with the terms of sale. ** *Royalty and other* Historically, the Companys licensing contracts for its memory technology typically provided for royalties based on the licensees use of the Companys memory technology in its currently shipping commercial products. The Company estimates its royalty revenue in the calendar quarter in which the licensee uses the licensed technology. Payments are received in the subsequent quarter. The Company also generates revenue from licensing its mmWave technology. The Company recognizes license fees as revenue at the point of time when the control of the license has been transferred and the Company has no continuing performance obligations to the customer. ** *Engineering services revenue* Engineering and development contracts with customers generally contain a single performance obligation that is delivered over time. Revenue is recognized using an output method that is consistent with the satisfaction of the performance obligation as a measure of progress. *Contract liabilities deferred revenue* The Companys contract liabilities consist of advance customer payments and deferred revenue. The Company classifies advance customer payments and deferred revenue as current or non-current based on the timing of when the Company expects to recognize revenue. As of December 31, 2025 and 2024, contract liabilities were in a current position and included in deferred revenue. During the year ended December 31, 2025, the Company recognized approximately $333,400 of revenue that had been included in deferred revenue as of December 31, 2024. See Note 7 for disaggregation of revenue by geography. The Company does not have significant financing components, as payments from customers are typically due within 60 days of invoicing, and the Company has elected the practical expedient to not value financing components that are less than one year. Shipping and handling costs are generally incurred by the customer, and, therefore, are not recorded as revenue. **** **Cost of Net Revenue** Cost of net revenue consists primarily of direct and indirect costs of product sales, including amortization of intangible assets and depreciation of production-related fixed assets. **** **Advertising Costs** Advertising costs are expensed as incurred. Advertising costs were not material for the years ended December 31, 2025 and 2024.**** F-13 **Research and Development** Engineering costs are recorded as research and development expense in the period incurred. **** **Stock-Based Compensation** The Company periodically issues stock options and restricted stock units (RSUs) to employees and non-employees. The Company accounts for such awards based on ASC 718, whereby the value of the award is measured on the date of award and recognized as compensation expense on a straight-line basis over the vesting period. The fair value of the Companys stock options is estimated using the Black-Scholes-Merton Option Pricing (Black-Scholes) model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the options, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes model. The assumptions used in the Black-Scholes model could materially affect compensation expense recorded in future periods. The fair value of restricted stock awards, restricted stock units, and performance-based restricted stock units is based on the closing price of the Companys common stock on the date of grant. Recognition of compensation expense for non-employees is in the same period and manner as if the Company had paid cash for the services. **** **Foreign Currency Transactions** The functional currency of the Company is the U.S. dollar. All foreign currency transactions are initially measured and recorded in an entitys functional currency using the exchange rate on the date of the transaction. All monetary assets and liabilities are remeasured at the end of each reporting period using the exchange rate at that date. All non-monetary assets and related expense, depreciation or amortization are not subsequently remeasured and are measured using the historical exchange rate. An average exchange rate may be used to recognize income and expense items earned or incurred evenly over a period. Foreign exchange gains and losses resulting from the settlement of such transactions are recognized in the statement of operations, except for the gains and losses arising from the conversion of the carrying amount of the foreign currency denominated convertible preferred shares into the functional currency that are presented as adjustment to the net loss to arrive at net loss attributable to common stockholders. **** **Per-Share Amounts** Basic net loss per share is computed by dividing net loss for the period by the weighted-average number of exchangeable shares and shares of common stock outstanding during the period. In addition, the Company includes the number of issuable shares and shares of common stock issuable upon exercise of pre-funded warrants as outstanding. Diluted net loss per share gives effect to all potentially dilutive exchangeable and common shares outstanding during the period. Potentially dilutive common shares consist of incremental exchangeable shares and shares of common stock issuable upon the achievement of escrow terms, exercise of stock options, vesting of stock awards and exercise of warrants. The following table sets forth securities outstanding that were excluded from the computation of diluted net loss per share as their inclusion would be anti-dilutive (in thousands): | | | December31, | | | | | | 2025 | | | 2024 | | | | Escrow shares - exchangeable shares | | | 33 | | | | 33 | | | | Escrow shares - common stock | | | 13 | | | | 13 | | | | Options to purchase common stock | | | 1,347 | | | | 30 | | | | Unvested restricted common stock units | | | | | | | 3 | | | | Warrants classified as equity | | | 8,837 | | | | 8,770 | | | | Warrants classified as liabilities | | | 235 | | | | 235 | | | | Total | | | 10,465 | | | | 9,084 | | | F-14 **Income Taxes** The Company determines deferred tax assets and liabilities based upon the differences between the financial statement and tax bases of the Companys assets and liabilities using tax rates in effect for the year in which the Company expects the differences to affect taxable income. A valuation allowance is established for any deferred tax assets for which it is more likely than not that all or a portion of the deferred tax assets will not be realized. The Company files U.S. federal and state and foreign income tax returns in jurisdictions with varying statutes of limitations. The 2021 through 2025 tax years generally remain subject to examination by U.S. federal and state tax authorities, and the 2022 through 2025 tax years generally remain subject to examination by foreign tax authorities. At December 31, 2025, the Company did not have any material unrecognized tax benefits, except for the Sec. 382 limitation for loss carryforwards as discussed in Note 8, nor expect its unrecognized tax benefits to change significantly over the next 12 months. The Company recognizes interest related to unrecognized tax benefits as income tax expense and penalties related to unrecognized tax benefits as other income and expense. During the years ended December 31, 2025 and 2024, the Company did not recognize any interest or penalties related to unrecognized tax benefits. **** **Comprehensive loss** Comprehensive loss represents the changes in equity of an enterprise, other than those resulting from stockholder transactions. Accordingly, comprehensive loss may include certain changes in equity that are excluded from net loss. For the years ended December 31, 2025 and 2024, the Companys comprehensive loss was the same as its net loss. **Recently Issued Accounting Pronouncements** In November 2024, the FASB issued ASU No. 2024-03, *Income Statement Reporting Comprehensive Income Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses*. The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. The standard is effective for the Company for annual periods beginning January 1, 2027 and interim periods beginning January 1, 2028, with early adoption permitted. The standard may be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. The Company is evaluating the impact that this ASU will have on the presentation of its consolidated financial statements. In December 2025, the FASB issued ASU 2025-11, *Interim Reporting (Topic 270): Narrow-Scope*Improvements (the Update), an amendment to improve the guidance in Topic 270, *Interim Report*ing, by improving the navigability of the required interim disclosures and clarifying when that guidance is applicable. The amendments add to Topic 270 a principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The amendments in this Update clarify interim disclosure requirements and the applicability of Topic 270 apply to all entities that provide interim financial statements and notes in accordance with GAAP. In addition, the amendments in this Update result in a comprehensive list of interim disclosures that are required by GAAP with the objective to provide clarity about the current requirements. The Update is effective for the Company for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Update can be applied either prospectively or retrospectively to any or all prior periods presented in the financial statements. The Company is evaluating the impact that the Update will have on the presentation of its consolidated financial statements. Other recent authoritative guidance issued by the FASB (including technical corrections to the ASCs), the American Institute of Certified Public Accountants, and the Securities and Exchange Commission (the SEC) did not, or is not expected to, have a material impact on the Companys consolidated financial statements and related disclosures. F-15 **Note2. Fair Value of Financial Instruments** The following table represents the Companys assets and liabilities measured at fair value on a recurring basis as ofDecember31, 2025 and 2024 and the basis for that measurement (in thousands): | | | December31, 2025 | | | | | | Fair Value | | | Level 1 | | | Level 2 | | | Level 3 | | | | Assets: | | | | | | | | | | | | | | | Money market funds (1) | | $ | 1 | | | $ | | | | $ | | | | $ | | | | | | | | | | | | | | | | | | | | | | | | Liabilities: | | | | | | | | | | | | | | | | | | | Warrant liability | | $ | 24 | | | $ | | | | $ | | | | $ | 24 | | | | | | December31, 2024 | | | | | | FairValue | | | Level1 | | | Level2 | | | Level3 | | | | Assets: | | | | | | | | | | | | | | | Money market funds (1) | | $ | 1 | | | $ | | | | $ | | | | $ | | | | | | | | | | | | | | | | | | | | | | | | Liabilities: | | | | | | | | | | | | | | | | | | | Warrant liability | | $ | 55 | | | $ | | | | $ | | | | $ | 55 | | | | (1) | Included in cash and cash equivalents | | The following table represents the Companys determination of fair value for its financial assets (cash equivalents and investments) (in thousands): | | | December31, 2025 | | | | | | | | | Unrealized | | | Unrealized | | | Fair | | | | | | Cost | | | Gains | | | Losses | | | Value | | | | Cash and cash equivalents | | $ | 2,886 | | | $ | | | | $ | | | | $ | 2,886 | | | | | | December31, 2024 | | | | | | | | | Unrealized | | | Unrealized | | | Fair | | | | | | Cost | | | Gains | | | Losses | | | Value | | | | Cash and cash equivalents | | $ | 3,344 | | | $ | | | | $ | | | | $ | 3,344 | | | F-16 **Note 3. Balance Sheet Detail** **** | | | December31, | | | | | | 2025 | | | 2024 | | | | | | (in thousands) | | | | Inventories: | | | | | | | | | Raw materials | | $ | 342 | | | $ | 627 | | | | Work-in-process | | | 361 | | | | 473 | | | | Finished goods | | | 465 | | | | 979 | | | | | | $ | 1,168 | | | $ | 2,079 | | | | | | | | | | | | | | | Prepaid expenses and other: | | | | | | | | | | | Prepaid inventory and production costs | | $ | 31 | | | $ | 9 | | | | Prepaid insurance | | | 36 | | | | 41 | | | | Prepaid software | | | 46 | | | | 39 | | | | Other | | | 82 | | | | 99 | | | | | | $ | 195 | | | $ | 188 | | | | | | | | | | | | | | | Property and equipment, net: | | | | | | | | | | | Machinery and equipment | | $ | 4,946 | | | $ | 4,848 | | | | Computer equipment and software | | | 413 | | | | 377 | | | | Furniture and fixtures | | | 92 | | | | 93 | | | | Leasehold improvements | | | 428 | | | | 428 | | | | Total property and equipment | | | 5,879 | | | | 5,746 | | | | Less: Accumulated depreciation and amortization | | | (5,516 | ) | | | (5,234 | ) | | | | | $ | 363 | | | $ | 512 | | | | | | December31, | | | | | | 2025 | | | 2024 | | | | | | (in thousands) | | | | Accrued Expenses & Other: | | | | | | | | | Accrued wages and employee benefits | | $ | 280 | | | $ | 457 | | | | Professional fees, legal and consulting | | | 175 | | | | 223 | | | | Software license obligations | | | | | | | 1,118 | | | | Severance benefits | | | | | | | 118 | | | | Warranty accrual | | | 12 | | | | 34 | | | | Other | | | 73 | | | | 37 | | | | | | $ | 540 | | | $ | 1,987 | | | F-17 **Note4. Severance and Software License Obligations** **** In November 2023, the Company implemented an employee lay-off and terminated certain consulting positions (the Reductions) to reduce operating expenses and cash burn, as the Company prioritized business activities and projects that it believes will have a higher return on investment. As part of the Reductions, the Company implemented a temporary lay-off that impacted 16 employees (the Employees) of Peraso Tech. During 2024, the Company determined that it would not recall any of the 11 Employees that remained on the Companys payroll and commenced notifying the remaining Employees that their employment would be terminated. As a result of the termination of the Employees employment, the Company recorded severance charges of approximately $446,000 during the six months ended June 30, 2024. The severance liabilities were fully paid as of December 31, 2025. As a result of the decision to not recall the Employees, the Company determined that it was probable that a number of its non-cancelable licenses for computer-aided design software would not be utilized during the remaining license terms. During the three months ended June 30, 2024, the Company accrued the value of the remaining contractual liabilities of approximately $1,617,000. During the three months ended June 30, 2025, a licensor terminated one of the license agreements and initiated a refund of approximately $56,300 for amounts previously paid by the Company. As a result, the Company reversed approximately $222,600 of expense and approximately $166,300 of related contractual liabilities during the three months ended June 30, 2025. As of December 31, 2025, the remaining contractual liabilities had been fully paid. **Note5. Commitments and Contingencies** **** **Leases** The Company has operating leases for its facilities in Toronto and Markham, Ontario, Canada and recognizes lease expense on a straight-line basis over the respective lease terms. The Company had an operating lease for its corporate headquarters facility in San Jose, California that was not renewed when the lease term expired on January 14, 2025. In May 2022, the Company entered into a lease for the facility in Markham with a 60-month term, which commenced June 21, 2022. The initial right-of-use asset and corresponding liability of approximately CAD$1.0 million for the Markham facility lease were measured at the present value of the future minimum lease payments. The discount rate used to measure the lease assets and liabilities was 8%. The Markham landlord also provided a lease incentive of approximately CAD$286,200 (the Incentive). In 2023, the Company received payment of CAD$143,100 from the Markham landlord of the first installment of the Incentive. The remaining balance of the Incentive is paid to the Company in the form of an adjustment to rent during the last three months of each calendar year during the remaining lease term. As of December 31, 2025, the pending Incentive to be received was CAD$35,775. In December 2023, the Company renewed the Toronto office lease for a reduced amount of square footage for a one-year term, which commenced January 1, 2024. Upon the renewal of the Toronto lease in December 2023, the Company recognized a right-of-use asset of approximately $137,700. The discount rate used to measure the lease assets and liabilities for the renewal was 8%. In December 2024, the Company renewed the Toronto office lease for a one-year term, which commenced January 1, 2025, and the Company ceased accounting for the lease under ASC 842. On March 1, 2022, the Company entered into a 36-month finance lease agreement for the lease of equipment resulting in the recognition of a right-of-use asset and lease liability of approximately $274,000. On March 1, 2025, the finance lease expired, and the Company took ownership of the equipment and the related right of use asset and liability was fully amortized. On November 1, 2022, the Company entered into a 36-month finance lease agreement for the lease of equipment resulting in the recognition of a right-of-use asset of approximately $124,000 and lease liability of approximately $117,000. The final invoice was dated August 15, 2025. The finance lease expired and the Company took ownership of the equipment. The related right-of-use asset and liability was fully amortized on October 15, 2025. F-18 The following table provides the details of right-of-use assets and lease liabilities as of December 31, 2025 (in thousands): | | | Year Ended December 31, | | | | | | 2025 | | | 2024 | | | | Right-of-use assets: | | | | | | | | | Operating leases | | $ | 143 | | | $ | 213 | | | | Finance leases | | | | | | | 54 | | | | Total right-of-use assets | | $ | 143 | | | $ | 267 | | | | Lease liabilities: | | | | | | | | | | | Operating leases | | $ | 192 | | | $ | 266 | | | | Finance leases | | | | | | | 55 | | | | Total lease liabilities | | $ | 192 | | | $ | 321 | | | Future minimum payments under the leases at December 31, 2025 are listed in the table below (in thousands): | Year ending December 31, | | | | | | 2026 | | $ | 106 | | | | 2027 | | | 99 | | | | Total future lease payments | | | 205 | | | | Less: imputed interest | | | (13 | ) | | | Present value of lease liabilities | | $ | 192 | | | The following table provides the details of supplemental cash flow information (in thousands): | | | Year Ended December 31, | | | | | | 2025 | | | 2024 | | | | Cash paid for amounts included in the measurement of lease liabilities: | | | | | | | | | Operating cash flows for leases | | $ | 161 | | | $ | 487 | | | Rent expense was approximately $0.5 million and $0.7 million for the years ended December 31, 2025 and 2024, respectively. In addition to the minimum lease payments, the Company is responsible for property taxes, insurance and certain other operating costs related to the leased facilities. **** **Indemnification** In the ordinary course of business, the Company enters into contractual arrangements under which it may agree to indemnify the counterparties from any losses incurred relating to breach of representations and warranties, failure to perform certain covenants, or claims and losses arising from certain events as outlined within the particular 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. The Company has also entered into indemnification agreements with its officers and directors. No material amounts were reflected in the Companys consolidated financial statements for the years ended December 31, 2025 and 2024 related to these indemnifications. 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. **** F-19 **** **Product Warranties** The Company warrants certain of its products to be free of defects generally for a period of three years. The Company estimates its warranty costs based on historical warranty claim experience and includes such costs in cost of net revenues. Warranty costs were not material for the years ended December 31, 2025 and 2024. **** **Legal Matters** The Company is not a party to any legal proceeding that the Company believes is likely to have a material adverse effect on its consolidated financial position or results of operations. From time to time the Company may be subject to legal proceedings and claims in the ordinary course of business. These claims, even if not meritorious, could result in the expenditure of significant financial resources and diversion of management efforts. **Purchase Obligations** The Companys primary purchase obligations include non-cancelable purchase orders for inventory. At December 31, 2025, the Company had outstanding non-cancelable purchase orders for inventory, primarily wafers and substrates, and related expenditures of approximately $2.7 million. **** **Note6. Retirement Savings Plan** Effective January 1997, the Company adopted the Peraso 401(k) Plan (the Savings Plan), which qualifies as a thrift plan under Section 401(k) of the Internal Revenue Code. Full-time and part-time employees who are at least 21 years of age are eligible to participate in the Savings Plan at the time of hire. Participants may contribute up to 15% of their earnings to the Savings Plan. No matching contributions were made by the Company during the years ended December 31, 2025 and 2024. **** **Note7. Business Segments, Concentration of Credit Risk and Significant Customers** **Segment Information** The Company determines its reporting units in accordance with ASC No. 280, *Segment Reporting* (ASC 280), as amended by ASU No. 2023-07, *Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures*, which the Company adopted effective December 31, 2024. Management evaluates a reporting unit by first identifying its operating segments under ASC 280. The Company then evaluates each operating segment to determine if it includes one or more components that constitute a business. If there are components within an operating segment that meet the definition of a business, the Company evaluates those components to determine if they must be aggregated into one or more reporting units. If applicable, when determining if it is appropriate to aggregate different operating segments, the Company determines if the segments are economically similar and, if so, the operating segments are aggregated. The Companys chief executive officer is the chief operating decision maker (CODM), and the CODM evaluates financial performance and makes operating decisions about allocating resources based on financial data presented on a consolidated basis, including consolidated net income (loss). Because the CODM evaluates financial performance on a consolidated basis, the Company operates and manages its business as one reportable and operating segment as a fabless semiconductor company focused on the development and sale of mmWave wireless technology, semiconductor devices and antenna modules, the performance of non-recurring engineering, or NRE, services and the licensing of intellectual property. The measure of segment assets is reported on the balance sheet as total consolidated assets. The Companys reporting segment meets the definition of an operating segment and does not include the aggregation of multiple operating segments. F-20 Significant segment expenses include research and development expenditures, salaries and benefits, stock-based compensation, and software license obligations. Operating expenses include all remaining costs necessary to operate the Companys business, which primarily include facilities, external professional services and other administrative expenses. The following table presents the significant segment expenses and other segment items regularly reviewed by our CODM: | | | Year Ended | | | | | | December31, | | | | | | 2025 | | | 2024 | | | | Total net revenue | | $ | 12,193 | | | $ | 14,573 | | | | | | | | | | | | | | | Less: | | | | | | | | | | | Cost of net revenue | | | 5,126 | | | | 7,040 | | | | Research and development | | | 2,171 | | | | 3,303 | | | | Salaries | | | 5,829 | | | | 6,138 | | | | Stock-based compensation | | | 522 | | | | 3,588 | | | | Severance and software license obligations | | | (223 | ) | | | 2,063 | | | | Other operating expenses | | | 3,528 | | | | 4,876 | | | | Other income | | | (7 | ) | | | (1,707 | ) | | | Net loss | | $ | (4,753 | ) | | $ | (10,728 | ) | | **Concentrations** The Company recognized revenue from shipments of products, licensing of its technologies and performance of services to customers by geographical destination as follows (in thousands): | | | Year Ended | | | | | | December31, | | | | | | 2025 | | | 2024 | | | | Taiwan | | $ | 5,275 | | | $ | 238 | | | | Europe | | | 3,132 | | | | 995 | | | | North America | | | 2,356 | | | | 12,478 | | | | Hong Kong | | | 14 | | | | 474 | | | | Rest of world | | | 1,416 | | | | 388 | | | | Total net revenue | | $ | 12,193 | | | $ | 14,573 | | | The following is a breakdown of product revenue by category (in thousands): | | | Years Ended December 31, | | | | Product category | | 2025 | | | 2024 | | | | Memory ICs | | $ | 2,720 | | | $ | 12,914 | | | | mmWave ICs | | | 6,734 | | | | 302 | | | | mmWave modules | | | 2,293 | | | | 1,007 | | | | mmWave other products | | | 98 | | | | 25 | | | | | | $ | 11,845 | | | $ | 14,248 | | | F-21 The following table lists significant customers that represented more than 10% of total revenue during each respective period: | | | Year Ended | | | | | | December31, | | | | | | 2025 | | | 2024 | | | | Customer A | | | 29 | % | | | * | | | | Customer B | | | 13 | % | | | 61 | % | | | Customer C | | | 13 | % | | | * | | | | Customer D | | | 13 | % | | | * | | | | Customer E | | | 12 | % | | | * | | | | Customer F | | | * | | | | 25 | % | | | * | Represents less than 10% | | The following table lists significant customers that represented more than 10% of the net accounts receivable balance at each respective balance sheet date: | | | Accounts Receivable | | | | | | As of December31, | | | | | | 2025 | | | 2024 | | | | Customer A | | | 78 | % | | | * | | | | Customer B | | | 15 | % | | | * | | | | Customer C | | | * | | | | 58 | % | | | Customer D | | | * | | | | 15 | % | | | Customer E | | | * | | | | 18 | % | | | * | Represents less than 10% | | The following table lists significant vendors that represented more than 10% of the total accounts payable balance at each respective balance sheet date: | | | Accounts Payable | | | | | | As of December31, | | | | | | 2025 | | | 2024 | | | | Vendor A | | | 23 | % | | | * | | | | Vendor B | | | 15 | % | | | * | | | | Vendor C | | | 15 | % | | | * | | | | Vendor D | | | * | | | | 16 | % | | | Vendor E | | | * | | | | 15 | % | | | | * | Represents less than 10% | | F-22 **Note8. Income Tax Provision** The income tax provision consisted of the following (in thousands): | | | Year Ended | | | | | | December31, | | | | | | 2025 | | | 2024 | | | | Current portion: | | | | | | | | | Federal and state | | $ | | | | $ | | | | | | | | | | | | | | | | Deferred portion: | | | | | | | | | | | Federal | | | 3,903 | | | | (381 | ) | | | State | | | 946 | | | | 83 | | | | Foreign | | | (35,136 | ) | | | (34,793 | ) | | | | | | (30,287 | ) | | | (35,091 | ) | | | Change in valuation allowance | | | 30,287 | | | | 35,091 | | | | Provision for income taxes | | $ | | | | $ | | | | Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Companys deferred tax assets and liabilities were (in thousands): | | | Year Ended | | | | | | December31, | | | | | | 2025 | | | 2024 | | | | Deferred tax assets: | | | | | | | | | Federal, state and foreign loss carryforwards | | $ | 34,616 | | | $ | 34,231 | | | | Reserves, accruals and other | | | 588 | | | | 1,195 | | | | Depreciation and amortization | | | 44 | | | | 1,792 | | | | Deferred stock-based compensation | | | 39 | | | | 2,450 | | | | Capitalized research and development costs | | | 464 | | | | 595 | | | | Research and development credit carryforwards | | | 11,170 | | | | 11,165 | | | | Total deferred tax assets | | | 46,921 | | | | 51,428 | | | | Less: Valuation allowance | | | (46,921 | ) | | | (51,428 | ) | | | Net deferred tax assets, net | | $ | | | | $ | | | | Utilization of the Companys net operating losses (NOLs) and tax credit carryforwards is subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code (IRC) and similar state provisions. Section 382 of the IRC (Section382) imposes limitations on a corporations ability to utilize its NOL and tax credit carryforwards, if it experiences an ownership change. In general terms, an ownership change may result from transactions increasing the ownership percentage of certain stockholders in the stock of the corporation by more than 50% over a three-year period. In the event of an ownership change, utilization of the NOLs would be subject to an annual limitation under Section 382 determined by multiplying the value of the Companys stock at the time of the ownership change by the applicable long-termtax-exempt rate. While a formal study has not been performed, the Company believes that Section 382 ownership changes occurred as a result of financing transaction in 2018 and the Arrangement. The Company believes the Section 382 limitations will result in approximately 91% and 89% of the federal and state NOLs, respectively, expiring before they can be utilized, and approximately 100% of the federal tax credit carryforwards expiring before they can be utilized. F-23 As of December 31, 2025, the Company had NOLs of approximately $214.1 million for federal income tax purposes, approximately $132.4 million for state income tax purposes and approximately $114.2 million for foreign income tax purposes. Only approximately $20.3 million of the federal NOLs and $14.8 million of the state NOLs are expected to be available before expiration due to the Section 382 limitation. These NOLs are available to reduce future taxable income and will expire at various times from 2026 through 2045, except federal NOLs from 2018 and later which have no expiration date. As of December 31, 2025, the Company also had federal research and development tax credit carryforwards of approximately $8.0 million that will expire at various times through 2042, California research and development credits of approximately $8.5 million, which do not have an expiration date, and foreign research and development tax credit carryforwards of approximately $4.4 million that will expire at various times through 2040. During the preparation of the 2025 consolidated financial statements, the Company identified an adjustment related to its 2024 income tax accounting footnote. Accordingly, the Company has adjusted the 2024 income tax footnote to reflect increases to both the deferred tax asset and the associated valuation allowance by approximately $34.8 million. This adjustment had no impact on the Companys consolidated balance sheet, statement of operations, or statement of cash flows. A reconciliation of income taxes provided at the federal statutory rate to the actual income tax provision is as follows (in thousands): | | | Year Ended | | | | | | December31, | | | | | | 2025 | | | 2024 | | | | Income tax benefit computed at U.S. statutory rate | | $ | (998 | ) | | $ | 359 | | | | Foreign taxes in excess of U.S. rates | | | 79 | | | | | | | | Amortization of intangible assets | | | | | | | (60 | ) | | | Change in fair value of warrant liabilities | | | (6 | ) | | | (356 | ) | | | Change in state rate | | | 846 | | | | | | | | Valuation allowance changes affecting tax provision | | | 106 | | | | 62 | | | | Other | | | (27 | ) | | | (5 | ) | | | Income tax provision | | $ | | | | $ | | | | **Note 9. Stockholders Equity** **Exchangeable Shares and Preferred Stock** As discussed in Note 1, on December 17, 2021, following the satisfaction of the closing conditions set forth in the Arrangement Agreement, the Arrangement was completed. Pursuant to the completion of the Arrangement, each Peraso Share that was issued and outstanding immediately prior to December 17, 2021 was converted into either newly issued shares of common stock of the Company or shares of Canco, which are exchangeable for shares of the Companys common stock (Exchangeable Shares), at the election of each former Peraso Tech stockholder. Of the shares issued to the holders of Peraso Tech Shares, pursuant to the terms of the Agreement, the Company held in escrow an aggregate of 32,822 Exchangeable Shares and 12,564 shares of common stock (collectively, the Escrow Shares). The Escrow Shares are escrowed pursuant to the terms of an escrow agreement on a pro rata basis from the aggregate consideration received by the holders of Peraso Shares, subject to the offset by the Company for any losses in accordance with the Agreement. Such Escrow Shares shall be released, subject to any offset claim, upon the satisfaction of the earlier of: (a) any date following the first anniversary of December 17, 2021 and prior to December 17, 2024 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 $342.80 per share, subject to further adjustment for stock splits or other similar transactions; (b) the date of any sale of all or substantially all of the assets or 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 voting rights and other stockholder rights, other than with respect to dividends and distributions, with respect to the Escrow Shares are suspended until the Escrow Shares are released from escrow. **** F-24 **** The Exchangeable Share structure is commonly used for cross-border transactions of this nature so as to provide non-tax-exempt Canadian shareholders with the same economic rights and benefits as holders of the Companys shares into which the Exchangeable Shares are exchangeable, while allowing those Canadian shareholders to benefit from the tax-rollover available on the issuance of the Exchangeable Shares. In general terms, by choosing to acquire Exchangeable Shares from Canco, such a former Peraso Tech shareholder was able to rely on a rollover rule in the Income Tax Act (Canada) in order to defer any capital gain that he/she/it would have otherwise realized. Callco was incorporated to exercise the call rights, while Canco was incorporated to acquire the shares of Peraso Tech from Canadian shareholders that wished to receive Exchangeable Shares as consideration, so it was a tax deferred transaction for such Canadian shareholders. The use of a separate entity, Callco, helps maximize cross border paid-up capital, which represents the amount that can generally be distributed free of Canadian withholding tax. The call rights also allow Callco to purchase the Exchangeable Shares rather than having them redeemed by Canco on a redemption or retraction or in connection with a liquidity event, thus avoiding the adverse deemed dividend tax consequences to shareholders that may arise from a redemption or retraction of Exchangeable Shares. Holders of Exchangeable Shares have the right at any time (the Retraction Right) to retract or redeem any or all of the Exchangeable Shares owned by them for an amount per share equal to the market price of a share of the Companys common stock plus the full amount of all declared and unpaid dividends on such Exchangeable Share (the Exchangeable Share Purchase Price). The Exchangeable Share Purchase Price is payable only by the Company delivering or causing to be delivered to the relevant holder one share of the Companys common stock for each Exchangeable Share purchased plus a cash amount equal to the amount of any accrued and unpaid dividends on such Exchangeable Share. The Company and Callco each have an overriding right, in the event that a holder of Exchangeable Shares exercises its Retraction Right, to redeem from such holder all, but not less than all, of the Exchangeable Shares tendered for redemption. The Exchangeable Shares are subject to redemption by the Company, Callco and Canco at the Exchangeable Share Purchase Price, on the Redemption Date, which date shall be no earlier than the seventh anniversary of the date on which Exchangeable Shares are first issued, unless: (a) less than 10% of the aggregate number of Exchangeable Shares issued remain outstanding; (b) there is a change in control of the Company (defined generally as (i) any merger, amalgamation, arrangement, takeover bid or tender offer, material sale of shares or rights or interests that results in the holders of outstanding voting securities of the Company directly or indirectly owning, or exercising control or direction over, voting securities representing less than 50% of the total voting power of all of the voting securities of the surviving entity; or (ii) any sale or disposition of all or substantially of the Companys assets), and (c) upon the occurrence of certain other events. The Exchangeable Share Purchase Price is payable only by the Company delivering or causing to be delivered to the relevant holder one share of the Companys common stock for each Exchangeable Share purchased plus a cash amount equal to the amount of any accrued and unpaid dividends on such Exchangeable Share. In the event of the liquidation, dissolution or winding-up of Canco, holders of Exchangeable Shares have the right to receive in respect of each Exchangeable Share held by such holder, an amount per share equal to the Exchangeable Share Purchase Price, which shall be satisfied in full by Canco by delivering to such holder one Company Share, plus an amount equal to the Dividend Amount. The Company and Callco each have an overriding right to purchase from all holders all but not less than all of the Exchangeable Shares upon the occurrence of such events. In addition, the Company and Callco have the right to purchase all outstanding Exchangeable Shares at the Exchangeable Share Purchase Price if there is a change of law that permits holders of Exchangeable Shares to exchange their Exchangeable Shares for shares of common stock on a basis that will not require holders to recognize any gain or loss or any actual or deemed dividend for Canadian tax purposes. The holders of Exchangeable Shares have an automatic exchange right in the event of any insolvency, liquidation, dissolution or winding-up or in general, related proceedings, of the Company for an amount per share equal to the Exchangeable Share Purchase Price. It is expected that Callco will exercise its call rights, as that is more beneficial to the holders of the Exchangeable Shares. Once Callco acquires the Exchangeable Shares from a holder, it (Callco and the Company) is obligated to deliver the Company shares to the holder. Callco discharges this obligation by arranging for the Company to issue and deliver those shares to the holders on behalf of Callco. As consideration for satisfying the delivery obligation, Callco would issue its own shares to the Company. F-25 There are no cash redemption features, as all redemption and exchange scenarios are payable in a share of the Companys common stock. Neither Canco, Callco, or the Company assume any tax liabilities of a former Peraso Tech shareholder who acquired Exchangeable Shares under the plan of arrangement. The purchase price computed upon the exercise of rights pertaining to retraction, redemption, or liquidation, or otherwise giving rise to a purchase or cancellation of an Exchangeable Share, will, in all cases, consist of a 1:1 exchange involving the Companys common stock, regardless of the market price of a share of the Companys common stock. In connection with the Arrangement, on December 15, 2021, the Company filed the Certificate of Designation of Series A Special Voting Preferred Stock (the Certificate) 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. The Special Voting Share was issued to a third-party administrative agent (the Agent) solely to facilitate the exercise of rights by holders of Exchangeable Shares. The rights of the Agent, as holder of the Special Voting Share, are limited to effecting the rights of the holders of the Exchangeable Shares; the Special Voting Share does not confer any independent rights to the Agent. Under the Certificate, when all of the Exchangeable Shares have been converted into shares of the Companys common stock, the Special Voting Share shall be automatically cancelled and shall not be reissued. 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, enable the Exchangeable Shares to receive dividends that are economically equivalent to any dividends declared with respect to the shares of common stock. As the Special Voting Share does not participate in dividends (only the Exchangeable Shares participate in dividends) and is not entitled to participate in the residual interest of the Company, it is not classified as an equity instrument in the Companys financial statements. The Exchangeable Shares, which can be converted into common stock at the option of the holder and have the same voting and dividend rights as common stock, are similar in substance to shares of common stock. Further, Canco and Callco are non-substantive entities, which are looked through with the Exchangeable Shares being, in substance, common stock of the Company. Therefore, the Exchangeable Shares have been included in the determination of outstanding common stock. The Special Voting Share was issued to a third-party administrative agent (the Agent) solely to facilitate the exercise of rights by holders of Exchangeable Shares. The rights of the Agent, as holder of the Special Voting Share, are limited to effecting the rights of the holders of the Exchangeable Shares; the Special Voting Share does not confer any independent rights to the Agent. Under the Certificate, when all of the Exchangeable Shares have been converted into shares of the Companys common stock, the Special Voting Share shall be automatically cancelled and shall not be reissued. **Reverse Stock Split** As disclosed in Note 1, effective January 2, 2024, the Company effected a 1-for-40 reverse stock split of its outstanding common stock. **February 2024 Public Offering** On February 6, 2024, the Company entered into an underwriting agreement (the Underwriting Agreement) with Ladenburg Thalmann & Co. Inc. (Ladenburg), as the sole underwriter, relating to the issuance and sale in a public offering (the Offering) of: (i) 480,000 shares of common stock, (ii) pre-funded warrants to purchase up to 1,424,760 shares of common stock, (iii) Series A warrants to purchase up to 3,809,520 shares of common stock, (iv) Series B warrants to purchase up to 3,809,520 shares of common stock, and (v) up to 285,714 additional shares of common stock, Series A warrants to purchase up to 571,428 shares of common stock and Series B warrants to purchase up to 571,428 shares of common stock that may be purchased pursuant to a 45-day option to purchase additional securities granted to Ladenburg by the Company. Ladenburg partially exercised this option on February 7, 2024 for 82,500 shares of common stock, Series A warrants to purchase up to 165,000 shares of common stock and Series B warrants to purchase up to 165,000 shares of common stock. The combined public offering price of each share of common stock, together with the accompanying Series A warrants and Series B warrants, was $2.10, less underwriting discounts and commissions. The combined public offering price of each pre-funded warrant, together with the accompanying Series A warrants and Series B warrants, was $2.099, less underwriting discounts and commissions. The Offering, including the additional shares of common stock, Series A warrants and Series B warrants sold pursuant to the partial exercise of Ladenburgs option, closed on February 8, 2024. F-26 The net proceeds from the Offering, including the additional shares of common stock, Series A warrants and Series B warrants sold pursuant to the partial exercise of Ladenburgs option, after deducting underwriting discounts and commissions and other estimated Offering expenses payable by the Company and excluding any proceeds from the exercise of the Series A warrants, Series B warrants and pre-funded warrants, were approximately $3.4 million. The Series A warrants have an exercise price of $2.25, were immediately exercisable upon issuance, and expire on February 8, 2029. The Series B warrants had an original exercise price of $2.25 per share, were immediately exercisable upon issuance, and expired on November 8, 2024. The Series B warrants had an initial expiration date of August 8, 2024, which was extended to November 8, 2024 pursuant to amendments to the Warrant Agency Agreement dated as of February 8, 2024 by and between the Company and the warrant agent, Equiniti Trust Company, LLC (the Warrant Agency Agreement) (see Note 10). The pre-funded warrants have an exercise price of $0.001 per share, were exercisable immediately and may be exercised at any time until all of the pre-funded warrants are exercised in full. As of December 31, 2024, the holders exercised all of the pre-funded warrants for 1,424,760 shares of common stock. The exercise price and number of shares of common stock issuable upon exercise of the warrants is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting the common stock and the exercise price. Subject to limited exceptions, a holder may not exercise any portion of its warrants to the extent that the holder would beneficially own more than 9.99% or 4.99% (at the election of the holder) of the Companys outstanding common stock after exercise. On February 8, 2024, pursuant to the Underwriting Agreement, the Company paid Ladenburg a cash fee of 9% of the gross proceeds received from the Offering and issued Ladenburg and its designees warrants to purchase up to an aggregate of 139,108 shares of common stock at an exercise price of $2.625, subject to adjustments, which were exercisable immediately and have substantially similar terms to the Series A warrants. **June 2024 Private Sale** In June 2024, the Company entered into a Stock Purchase Agreement (the Purchase Agreement) with a member of the Companys board of directors, pursuant to which the Company sold and the board member purchased 100,000 shares (the Shares) of common stock resulting in net proceeds of $127,000. The Shares sold pursuant to the Purchase Agreement were issued as restricted securities, as defined in Rule 144 of the Securities Act of 1933, as amended. **Shares Issued for Services** **** In January 2025, the Company issued 40,000 unregistered shares of common stock with a fair value of approximately $40,000 to a service provider. In December 2025, the Company issued 50,000 unregistered shares of common stock with a fair value of approximately $50,000 to a service provider. **** **ATM Offering** **** On August 30, 2024, the Company entered into an At The Market Offering Agreement (the Sales Agreement) with Ladenburg with respect to an at the market offering program, under which the Company may, from time to time, in its sole discretion, issue and sell through Ladenburg, acting as agent or principal, shares of the Companys common stock. On November 21, 2025, the Company filed a prospectus supplement to increase the maximum number of shares of the Companys common stock up to an aggregate of $3,150,000 of shares, which did not include the shares having an aggregate gross sales price of approximately $4,095,176 that had previously been sold under the Sales Agreement. The Sales Agreement provides that Ladenburg will be entitled to compensation for its services equal to3.0% of the gross proceeds from sales of any shares of common stock pursuant to the Sales Agreement in addition to the reimbursement of certain expenses. The Company has no obligation to sell any shares pursuant to the Sales Agreement and either the Company or Ladenburg may terminate the Sales Agreement in accordance with its terms. During the year ended December 31, 2024, the Company sold251,621shares of common stock for net proceeds of approximately $336,000 pursuant to the Sales Agreement. During the year ended December 31, 2025, the Company sold3,713,939shares of common stock for net proceeds of approximately $4,351,100 pursuant to the Sales Agreement. F-27 **Note 10. Warrants** **** **2024 Warrant Inducement Offering** **** On August 6, 2024, the Company extended the expiration date of the Series B warrants issued in the Offering to October 7, 2024, by entering into an amendment to the Warrant Agency Agreement.On October 3, 2024, the Company extended the expiration date of the Series B warrants to November 8, 2024, by entering into a further amendment to the Warrant Agency Agreement. On November 5, 2024, the Company entered into inducement offer letter agreements (the Inducement Letters) with certain holders (the Holders) of existing Series B warrants (the Existing Warrants) to purchase up to an aggregate of 2,246,030 shares of the Companys common stock. Pursuant to the Inducement Letters, the Holders agreed to exercise for cash their Existing Warrants at a reduced exercise price of $1.30 per share in consideration for the Companys agreement to issue in a private placement (i) new Series C common stock purchase warrants (the Series C Warrants) to purchase an aggregate of 2,246,030 shares of common stock and (ii) new Series D common stock purchase warrants (the Series D Warrants) to purchase an aggregate of 2,246,030 shares of common stock. The Series C Warrants have an exercise price of $1.61 per share, were exercisable upon issuance and originally expired on the six-month anniversary of the date of issuance. The Series D Warrants have an exercise price of $1.61 per share, were exercisable upon issuance and expire on the five-year anniversary of the date of issuance. The expiration date of the Series C Warrants was subsequently extended pursuant to amendments, as described below. The warrant inducement offering closed on November 6, 2024. Upon exercise of the Existing Warrants, the Company issued 1,328,650 shares of its common stock while the remaining 917,380 shares (the Issuable Shares) remained under abeyance, pending issuance instructions from the Holders, pursuant to the terms of the Inducement Letters. The Company accounted for the issuance of the: i) shares of its common stock, ii) the Series C Warrants, iii) the Series D Warrants, and iv) the remaining Issuable Shares as a single equity transaction for gross proceeds of approximately $2.92 million. The fair value of the unissued Issuable Shares at each balance sheet date has been presented separately as issuable shares on the consolidated balance sheets and statements of stockholders equity. As of December 31, 2025, all of the Issuable Shares with a fair value of $1.2 million had been issued and no shares remained under abeyance. In relation to the above warrant inducement offering, the Company engaged Ladenburg as placement agent and paid cash compensation of 9% of the gross proceeds. In addition, the Company issued Ladenburg and its designees warrants to purchase up to an aggregate of 157,223 shares of common stock at an exercise price of $1.625, which were exercisable upon issuance, expire on the five-year anniversary of the date of issuance, and other than the foregoing terms, have substantially similar terms to the Series C Warrants. **Amendments to Series C Warrants** On May 2, 2025, the Company extended the expiration date of its Series C Warrants to purchase an aggregate of 2,246,030 shares of common stock from May 6, 2025 to August 4, 2025, by entering into an amendment with each holder of the Series C Warrants. On August 4, 2025, the Company extended the expiration date of its outstanding Series C Warrants to purchase an aggregate of 2,246,030 shares of common stock from August 4, 2025 to December 5, 2025, by entering into a second amendment with each holder of the Series C Warrants. On December 5, 2025, the Company extended the expiration date of its outstanding Series C Warrants to purchase an aggregate of 2,246,030 shares of common stock from December 5, 2025 to January 7, 2026, by entering into a third amendment with each holder of the Series C Warrants. F-28 **2025 Warrant Inducement Offering** 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 Companys 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 Series E Warrants have an exercise price of $1.25 per share, will be exercisable upon the six-month anniversary of the date of issuance and will have a term of exercise of 5.5 years from the initial exercise date. The warrant inducement offering closed on September 12, 2025. Upon exercise of the Series C Warrants, the Company issued 115,000 shares of common stock while the remaining 837,380 shares (the 2025 Issuable Shares) remained under abeyance, pending issuance instructions from the Series C Holder, pursuant to the terms of the 2025 Inducement Letter. The Company accounted for the issuance of the: i) shares of common stock, ii) the Series E Warrants and iii) the remaining 2025 Issuable Shares as a single equity transaction for gross proceeds of approximately $1.1 million. The fair value of the unissued 2025 Issuable Shares has been presented separately as issuable shares on the consolidated balance sheets and statements of stockholders equity. As of December 31, 2025, 700,000 shares of the Issuable Shares with a fair value of $0.8 million had been issued and 137,380 shares with a fair value of $0.2 million remained under abeyance. In relation to the above warrant inducement offering, the Company engaged Ladenburg as placement agent and paid cash compensation of 9% of the gross proceeds. In addition, the Company issued Ladenburg and its designees warrants to purchase up to an aggregate of 66,667 shares of common stock at an exercise price of $1.475, which will be exercisable on the six-month anniversary of the date of issuance, expire on the five-year anniversary of the date of issuance, and include piggyback registration rights that are triggered if there is not an effective registration statement covering the resale of all of the shares issuable upon the exercise of the warrants while the warrants are outstanding. The remaining material terms of the warrants issued to Ladenburg and its designees are substantially similar to those of the Series E Warrants. **Warrants Classified as Liabilities** ** The securities purchase agreements governing warrants issued in registered direct offerings completed in November 2022 and June 2023 (collectively, the Purchase Warrants) provide for a value calculation for such warrants using the Black-Scholes model in the event of certain fundamental transactions. The fair value calculation provides for a floor on the volatility amount utilized in the value calculation at 100% or greater. The Company has determined this provision introduces leverage to the holders of the Purchase Warrants that could result in a value that would be greater than the settlement amount of a fixed-for-fixed option on the Companys own equity shares. Therefore, pursuant to ASC 815, the Company has classified the Purchase Warrants as liabilities in its consolidated balance sheet. The classification of the Purchase Warrants, including whether the Purchase Warrants should be recorded as liabilities or as equity, is evaluated at the end of each reporting period with changes in the fair value reported in other income (expense) in the consolidated statements of operations. As of December 31, 2025, the Company had the following liability-classified warrants outstanding (share amounts in thousands): | | | Number of Shares | | | Exercise Price | | | Expiration Date | | | Warrants issued - November 2022 | | | 92 | | | $ | 40.00 | | | May 29, 2028 | | | Warrants issued - June 2023 | | | 143 | | | $ | 28.00 | | | June 2, 2028 | | | | | | 235 | | | | | | | | | F-29 The following table sets forth changes in the fair value of the Purchase Warrants outstanding (amounts in thousands): | | | Number of warrants on | | | | | | | | | common shares | | | Amount | | | | Balance as of December 31, 2023 | | | 235 | | | $ | 1,748 | | | | Change in fair value of warrants | | | | | | | (1,693 | ) | | | Balance as of December 31, 2024 | | | 235 | | | | 55 | | | | Change in fair value of warrants | | | | | | | (31 | ) | | | Balance as of December 31, 2025 | | | 235 | | | $ | 24 | | | The outstanding liability-classified warrants had no intrinsic value at December 31, 2025. The fair value of the Purchase Warrants at December 31, 2025 was determined using the Black-Scholes model with the assumptions in the following table. The table also includes the total fair value determined as of December 31, 2025 based on these assumptions. | | | 2022 Purchase Warrant | | | 2023 Purchase Warrant | | | | Expected term based on contractual term | | | 2.4 years | | | | 2.4 years | | | | Interest rate (risk-free rate): | | | 3.71 | % | | | 3.71 | % | | | Expected volatility | | | 129 | % | | | 129 | % | | | Expected dividend | | | | | | | | | | | Fair value of warrants (in thousands) | | $ | 11 | | | $ | 13 | | | The fair value of the Purchase Warrants at December 31, 2024 was determined using the Black-Scholes model with the assumptions in the following table. The table also includes the total fair value determined at December 31, 2024 based on these assumptions. | | | 2022 Purchase Warrant | | | 2023 Purchase Warrant | | | | Expected term based on contractual term | | | 3.4 years | | | | 3.4 years | | | | Interest rate (risk-free rate): | | | 4.38 | % | | | 4.38 | % | | | Expected volatility | | | 115 | % | | | 117 | % | | | Expected dividend | | | | | | | | | | | Fair value of warrants (in thousands) | | $ | 25 | | | $ | 30 | | | F-30 **Warrants Classified as Equity** As of December 31, 2025, the Company had the following equity-classified warrants outstanding (share amounts in thousands): | Warrant Type | | Number of Shares | | | Exercise Price | | | Expiration | | | | Common stock warrants | | | 7 | | | $ | 28.00 | | | | June 2, 2028 | | | | Series A warrants issued | | | 3,975 | | | $ | 2.250 | | | | February 8, 2029 | | | | Series A warrants issued | | | 139 | | | $ | 2.625 | | | | February 8, 2029 | | | | Series C warrants issued | | | 2,246 | | | $ | 1.610 | | | | January 7, 2026 | | | | Series C warrants exercised | | | (952 | ) | | $ | 1.610 | | | | | | | | Series C warrants issued | | | 157 | | | $ | 1.625 | | | | November 6, 2029 | | | | Series D warrants issued | | | 2,246 | | | $ | 1.610 | | | | November 6, 2029 | | | | Series E warrants issued | | | 952 | | | $ | 1.250 | | | | September 12, 2031 | | | | Series E warrants issued | | | 67 | | | $ | 1.475 | | | | September 12, 2030 | | | | Balance as of December 31, 2025 | | | 8,837 | | | | | | | | | | | The outstanding equity-classified warrants had no intrinsic value at December 31, 2025. **Note 11. Stock-Based Compensation** **** **Common Stock Equity Plans** In 2010, the Company adopted the 2010 Equity Incentive Plan and later amended it in 2014, 2017 and 2018 (the Amended 2010 Plan). The Amended 2010 Plan was terminated in August 2019 and remains in effect as to outstanding equity awards granted prior to the date of expiration. No new awards may be made under the Amended 2010 Plan. In August 2019, the Companys stockholders approved the 2019 Stock Incentive Plan (the 2019 Plan) to replace the Amended 2010 Plan. The 2019 Plan authorizes the board of directors or the compensation committee of the board of directors to grant a broad range of awards including stock options, stock appreciation rights, restricted stock, performance-based awards, and restricted stock units. Under the 2019 Plan, 4,563 shares were initially reserved for issuance. In November 2021, December 2024 and December 2025, the Companys stockholders approved amendments increasing the number of shares reserved for issuance under the 2019 Plan by 77,674, 1,500,000 and 1,000,000 shares, respectively. Under the 2019 Plan, the term of all incentive stock options granted to a person who, at the time of grant, owns stock representing more than 10% of the voting power of all classes of the Companys stock may not exceed five years. The exercise price of stock options granted under the 2019 Plan must be at least equal to the fair market value of the shares on the date of grant. Generally, awards under the 2019 Plan will vest over a three to four-year period, and options will have a term of 10 years from the date of grant. In addition, the 2019 Plan provides for automatic acceleration of vesting for options granted to non-employee directors upon a change of control of the Company. In December 2021, the Company assumed the Peraso Technologies Inc. 2009 Share Option Plan (the 2009 Plan) and all outstanding options granted pursuant to the terms of the 2009 Plan. Each outstanding, unexercised and unexpired option under the 2009 Plan, whether vested or unvested, was assumed by the Company and converted into options to purchase shares of the Companys common stock and became exercisable by the holder of such option in accordance with its terms. No further awards will be made under the 2009 Plan. The 2009 Plan, the Amended 2010 Plan and the 2019 Plan are referred to collectively as the Plans. F-31 **** **Stock-Based Compensation Expense** The Company reflected compensation costs related to the vesting of stock options of approximately $488,600 and $2.8 million during the years ended December 31, 2025 and 2024, respectively. At December 31, 2025, the unamortized compensation cost was approximately $0.6 million related to stock options and is expected to be recognized as expense over a weighted average period of approximately 2.0 years. The Company reflected compensation costs of approximately $32,500 and $0.8 million related to the vesting of restricted stock units during the years ended December 31, 2025 and 2024, respectively. The unamortized compensation cost at December 31, 2025 was approximately $2,000 related to restricted stock units and is expected to be recognized as expense over a weighted average period of less than 1.0 year. No stock options were granted or exercised during the year ended December 31, 2024. **Valuation Assumptions and Expense Information for Stock-Based Compensation** The fair value of the Companys share-based payment awards granted during the year ended December 31, 2025 was estimated on the grant dates using the Black-Scholes model with the following assumptions: | | | Option Grants | | | | Grant Date | | | 02/11/25 | | | | 08/07/25 | | | | Interest rate (risk-free rate) | | | 4.34 | % | | | 3.79 | % | | | Expected volatility | | | 119 | % | | | 118 | % | | | Expected term | | | 4.38 years | | | | 4.75 years | | | | Expected dividend | | | 0 | % | | | 0 | % | | | Fair value (in thousands) | | $ | 832 | | | $ | 69 | | | The risk-free interest rate was derived from the U.S. Treasury Yield Curve Rates as published by the U.S. Department of the Treasury as of the grant date for terms equal to the expected terms of the options. The expected volatility was based on the historical volatility of the Companys stock price over the expected term of the options. The expected term of options granted was derived from historical data based on employee exercises and post-vesting employment termination behavior. A dividend yield of zero is applied because the Company has never paid dividends and has no intention to pay dividends in the near future. The Company accounts for forfeitures as they occur. **Common Stock Options and Restricted Stock** The term of all incentive stock options granted to a person who, at the time of grant, owns stock representing more than 10% of the voting power of all classes of the Companys stock may not exceed five years. The exercise price of stock options granted under the 2019 Plan must be at least equal to the fair market value of the shares on the date of grant. Generally, options granted under the 2019 Plan will vest over a three to four-year period and have a term of 10 years from the date of grant. In addition, the 2019 Plan provides for automatic acceleration of vesting for options granted to non-employee directors upon a change of control (as defined in the 2019 Plan) of the Company. F-32 The following table summarizes the activity in the shares available for grant under the Plans during the years ended December 31, 2025 and 2024 and options outstanding as of December 31, 2025 and 2024 (in thousands, except exercise price): | | | | | | Options Outstanding | | | | | | | | | | | | Weighted | | | | | | Shares | | | | | | Average | | | | | | Available | | | Number of | | | Exercise | | | | | | for Grant | | | Shares | | | Prices | | | | Balance as of December 31, 2023 | | | 39 | | | | 36 | | | $ | 127.00 | | | | Additional shares authorized under the 2019 Plan | | | 1,500 | | | | | | | | | | | | RSUs granted | | | (2 | ) | | | | | | | | | | | RSUs cancelled and returned to the 2019 Plan | | | 7 | | | | | | | | | | | | Options cancelled | | | | | | | (6 | ) | | $ | 110.88 | | | | Balance as of December 31, 2024 | | | 1,544 | | | | 30 | | | $ | 130.14 | | | | Additional shares authorized under the 2019 Plan | | | 1,000 | | | | | | | | | | | | RSUs granted | | | (2 | ) | | | | | | | | | | | RSUs cancelled and returned to the 2019 Plan | | | 1 | | | | | | | | | | | | Options granted | | | (1,450 | ) | | | 1,450 | | | $ | 0.78 | | | | Options exercised | | | | | | | (37 | ) | | $ | 0.78 | | | | Options cancelled and returned to the 2019 Plan | | | 96 | | | | (96 | ) | | $ | 0.78 | | | | Balance as of December 31, 2025 | | | 1,189 | | | | 1,347 | | | $ | 3.34 | | | The following table summarizes significant ranges of outstanding and exercisable options as of December 31, 2025 (in thousands, except contractual life and exercise price): | | | Options Outstanding | | | Options Exercisable | | | | | | | | | Weighted | | | | | | | | | | | | | | | | | | | | | Average | | | | | | | | | | | | | | | | | | | | | Remaining | | | Weighted | | | | | | Weighted | | | | | | | | | | | | Contractual | | | Average | | | | | | Average | | | Aggregate | | | | | | Number | | | Life | | | Exercise | | | Number | | | Exercise | | | Intrinsic | | | | Range of Exercise Price | | Outstanding | | | (in Years) | | | Price | | | Exercisable | | | Price | | | value | | | | $0.00 - $1.00 | | | 1,317 | | | | 9.16 | | | $ | 0.78 | | | | 326 | | | $ | 0.78 | | | $ | 31 | | | | $1.01 - $62.90 | | | 2 | | | | 3.89 | | | $ | 62.80 | | | | 2 | | | $ | 62.80 | | | $ | | | | | $62.81 - $599.60 | | | 28 | | | | 4.93 | | | $ | 110.17 | | | | 28 | | | $ | 110.17 | | | $ | | | | | $0.00 - $599.60 | | | 1,347 | | | | 9.06 | | | $ | 3.34 | | | | 356 | | | $ | 10.44 | | | $ | 31 | | | F-33 A summary of RSU activity under the Plans is presented below (in thousands, except for fair value): | | | | | | Weighted | | | | | | | | | Average | | | | | | Number of | | | Grant-Date | | | | | | Shares | | | Fair Value | | | | Non-vested shares as of December 31, 2023 | | | 15 | | | $ | 69.63 | | | | Granted | | | 2 | | | $ | 1.55 | | | | Vested | | | (12 | ) | | $ | 1.24 | | | | Cancelled | | | (3 | ) | | $ | 63.10 | | | | Non-vested shares as of December 31, 2024 | | | 2 | | | $ | 37.69 | | | | Granted | | | 2 | | | $ | 1.00 | | | | Vested | | | (3 | ) | | $ | 15.40 | | | | Cancelled | | | (1 | ) | | $ | 65.20 | | | | Non-vested shares as of December 31, 2025 | | | | | | | | | | **Note 12. Related Party Transactions** A family member of one of the Companys executive officers is an employee of the Company. During the years ended December 31, 2025 and 2024, the Company paid the family member approximately $129,300 and $113,800, respectively, which includes the aggregate grant date fair values, as determined pursuant to FASB ASC Topic 718, of any stock options during each period. **Note 13. Memory IC Product End-of-Life** Taiwan Semiconductor Manufacturing Corporation, the sole foundry that manufactured the wafers used to produce the Companys memory IC products, discontinued the foundry process used to produce such wafers. As a result, the Company commenced an end-of-life (EOL) of its memory products in 2023. In March 2025, the Company fulfilled all then-outstanding EOL orders for its memory IC products. Since March 2025, the Company received additional purchase orders totaling approximately $452,800 from customers for remaining inventory. The Company recorded approximately $72,200 and $380,600 of product revenue from these purchase orders during the three months ended September 30, 2025 and the three months ended December 31, 2025, respectively. **Note 14. Subsequent Events** *Issuance of Common Stock under ATM Offering Program* Subsequent to December 31, 2025, the Company sold 2,371,943 shares of common stock for net proceeds of approximately $2,303,000 pursuant to the Sales Agreement (see Note 9). F-34