Form 8-K

8-K — Peraso Inc.

Accession: 0001213900-26-042525

Filed: 2026-04-10

Period: 2026-04-10

CIK: 0000890394

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0285664-8k_peraso.htm (Primary)

EX-5.1 — OPINION OF MITCHELL SILBERBERG & KNUPP LLP (ea028566401ex5-1.htm)

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8-K — CURRENT REPORT

8-K (Primary)

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2026-04-10

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Exchange Act of 1934

Date of Report (Date of earliest event Reported):

April 10, 2026

Peraso Inc.

(Exact Name of Registrant as Specified in Charter)

000-32929

(Commission File Number)

Delaware

77-0291941

(State or Other Jurisdiction

of Incorporation)

(I.R.S. Employer

Identification Number)

2033 Gateway Pl., Suite 500

San Jose, CA 95110

(Address of principal executive offices, with zip

code)

(408) 418-7500

(Registrant’s telephone number, including

area code)

N/A

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

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

☐

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

☐

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

☐

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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

PRSO

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities

Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial

Condition.

The information set forth under Item 7.01 below

is incorporated by reference into this Item 2.02.

Item 7.01 Regulation FD Disclosure.

On April 10, 2026, Peraso Inc. (the “Company”)

filed the Current Prospectus Supplement (as defined below) with the Securities and Exchange Commission in connection with the Sales Agreement

(as defined below) relating to its ATM offering program. Set forth below are certain updates with respect to the Company’s preliminary

financial results included in the Current Prospectus Supplement.

On March 16, 2026, the Company announced on its

conference call that the Company expects total revenues for the quarterly period ended March 31, 2026 to be approximately $1.2 million.

Based on the Company’s preliminary internal

financial reports, the Company now expects that its total revenues for the quarterly period ended March 31, 2026 will be approximately

$0.9 million to $1.0 million.

The Company is currently in the process of finalizing

its condensed consolidated financial results for the quarterly period ended March 31, 2026 and, therefore, its actual results for this

period are not yet available. The Company’s actual results may differ materially from the estimated preliminary results set forth

above and will not be finalized until after the Company completes its normal quarter-end financial accounting close process. The Company’s

preliminary results set forth above reflect management’s best estimate of the impact of events during the quarter and are based

on the information currently available to the Company as of the date hereof.

Accordingly, undue reliance should not be placed

on this preliminary estimate.

In accordance with General Instruction B.2 of

Form 8-K, the information included in this Current Report on Form 8-K is furnished pursuant to Item 2.02 and shall not be deemed to be

“filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities

of that section.

Item 8.01 Other Events.

On April 10, 2026, Peraso Inc. (the “Company”)

filed a prospectus supplement (the “Current Prospectus Supplement”) to increase the maximum number of shares (the “Shares”)

of the Company’s common stock, par value $0.001 per share, issuable pursuant to the At the Market Offering Agreement between the

Company and Ladenburg Thalmann & Co. Inc., dated August 30, 2024 (the “Sales Agreement”), to up to an aggregate of $2,125,000

of Shares, which does not include the Shares having an aggregate gross sales price of approximately $7,245,131 that have been sold to

date under the Sales Agreement.

The issuance and sale of the Shares by the Company

under the Sales Agreement will be made pursuant to the Company’s registration statement on Form S-3 (File No. 333-280798) filed

with the Securities and Exchange Commission on July 12, 2024 and declared effective on July 22, 2024 (the “Registration Statement”)

and a base prospectus dated as of July 22, 2024 included in the Registration Statement, as supplemented by the prospectus supplements

dated as of August 30, 2024, December 10, 2024, October 10, 2025 and November 21, 2025 and the Current Prospectus Supplement.

Attached hereto as Exhibit 5.1 to this Current

Report on Form 8-K is the opinion of Mitchell Silberberg & Knupp LLP, relating to the legality of the issuance and sale of the Shares.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

5.1

Opinion of Mitchell Silberberg & Knupp LLP

23.1

Consent of Mitchell Silberberg & Knupp LLP (included in Exhibit 5.1)

104

The cover page of this Current Report on Form 8-K formatted in Inline XBRL

SIGNATURE

Pursuant to the requirements of the Securities

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

PERASO INC.

Date: April 10, 2026

By:

/s/ James Sullivan

James Sullivan

Chief Financial Officer

EX-5.1 — OPINION OF MITCHELL SILBERBERG & KNUPP LLP

EX-5.1

Filename: ea028566401ex5-1.htm · Sequence: 2

Exhibit 5.1

Mitchell Silberberg &

Knupp llp

A Law Partnership Including

Professional Corporations

April 10, 2026

Peraso Inc.

2033 Gateway Place, Suite 500

San Jose, California 95110

Re: Peraso Inc. – Registration

Statement on Form S-3 (File No. 333-280798)

Ladies and Gentlemen:

We have acted as counsel to

Peraso Inc., a Delaware corporation (the “Company”), in connection with its filing of (i) a Registration Statement

on Form S-3 (File No. 333-280798) (the “Registration Statement”) under the Securities Act of 1933, as amended (the

“Act”), with the Securities and Exchange Commission (the “Commission”), (ii) the base prospectus,

dated as of July 22, 2024 (the “Base Prospectus”), included in the Registration Statement and (iii) the prospectus

supplements to the Base Prospectus, dated as of August 30, 2024, December 10, 2024, October 10, 2025, November 21, 2025 and April 10,

2026 (together with the Base Prospectus, as supplemented from time to time by one or more prospectus supplements, the “Prospectus”),

each filed with the Commission pursuant to Rule 424 promulgated under the Act.

The Prospectus relates to

the public offering of an aggregate of $2,125,000 of shares of common stock, par value $0.001 per share (the “Shares”).

The Shares are being sold pursuant to that certain At The Market Offering Agreement, dated as of August 30, 2024, by and between Ladenburg

Thalmann & Co. Inc., as the sales agent, and the Company (the “Sales Agreement”). This opinion is being furnished

in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter

pertaining to the contents of the Registration Statement or the Prospectus, other than as expressly stated herein with respect to the

issuance of the Shares.

We have examined such matters

of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates

and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters.

The opinions expressed herein are limited to the General Corporation Law of the State of Delaware. We express no opinion as to the effect

on the matters covered by this letter of the laws of any other jurisdiction. We express no opinion herein concerning any state securities

or blue sky laws.

In our examination of the

foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals,

the conformity to original documents of all documents submitted to us as copies, the authenticity of the originals of such latter documents

and the legal competence of all signatories to such documents.

437 Madison Ave., 25th Floor, New York, New York 10022-7001

Phone: (212) 509-3900 Fax: (212) 509-7239 Website: www.msk.com

April 10, 2026

Page 2

Based upon the foregoing,

and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that the Shares have

been duly authorized for issuance, and when issued against payment therefor pursuant to the terms of the Sales Agreement, will be validly

issued, fully paid and non-assessable.

Please note that we are opining

only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon

currently existing statutes, rules, regulations and judicial decisions, as further limited above, and we disclaim any obligation to advise

you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions

set forth herein.

This opinion is rendered to

you in connection with the offering described above.

We hereby consent to the filing

of this opinion with the Commission as an exhibit to the Current Report on Form 8-K of the Company being filed on the date hereof and

to the reference to our firm in the Prospectus and the Registration Statement. In giving such consent, we do not hereby admit that we

are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Mitchell Silberberg & Knupp LLP

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