--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-23-096657" form_type: "8-K" ticker: "PRSO" cik: "0000890394" company_name: "Peraso Inc." filed_at: "2023-12-19T23:59:59+00:00" generated_at: "2026-06-07T11:00:15.282938+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.7 calibrated_materiality_score: 0.7 confidence: "high" source: SEC EDGAR --- # Peraso announces 1-for-40 reverse stock split effective Jan 2; shares reduce from 30.7M to 767K ## Summary - Reverse 1-for-40 split effective 4:01pm ET Jan 2; trading Jan 3 on Nasdaq under PRSO, new CUSIP 71360T200. - Intended to satisfy Nasdaq $1.00 minimum bid price requirement for continued listing. - Shares reduced from ~30.7M to ~767K; fractional shares rounded up; authorized shares unchanged. - Approved by stockholders at Dec 15, 2023 annual meeting; all five directors elected. - Outstanding equity awards and warrants adjusted: shares /40, exercise price ×40. ## SEC filing metadata - accession: 0001213900-23-096657 - form_type: 8-K - ticker: PRSO - cik: 0000890394 - company_name: Peraso Inc. - filed_at: 2023-12-19T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.7 - calibrated_materiality_score: 0.7 - confidence: high - sec_items: 3.03, 5.03, 5.07, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/890394/000121390023096657/0001213900-23-096657-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/890394/000121390023096657/ea190280-8k_peraso.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-23-096657 - JSON: https://secwatch.observer/filing/0001213900-23-096657.json - Plain text: https://secwatch.observer/filing/0001213900-23-096657.txt ## Key facts - Governance Changes Peraso Inc.: Filed amendment to Second Amended and Restated Certificate of Incorporation to implement a 1-for-40 reverse stock split (effective 2024-01-02). - Change: charter amendment - Effective: 2024-01-02 source text: On December 15, 2023, Peraso Inc. (the “Company”) filed an amendment to its Second Amended and Restated Certificate of Incorporation (as amended, the “Amended and Restated Certificate of Incorporation”) (the “Charter Amendment”), with the Secretary of State of Delaware to implement a 1-for-40 reverse stock split, such that every forty shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), will be combined into one issued and outstanding share of Common Stock, with no change in the $0.001 par value per share (the “Reverse Stock Split”). evidence_url: https://www.sec.gov/Archives/edgar/data/890394/000121390023096657/0001213900-23-096657-index.htm - Shareholder Votes Peraso Inc. shareholders approved Amendment of the Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Common Stock at a ratio to be determined by the Company’s board of directors within one year of the date of the Annual Meeting at the 2023-12-15 meeting. - Proposal: reverse split - Outcome: passed - Meeting: 2023-12-15 source text: For Against Abstain Broker Non-Vote 8,690,660 826,936 88,396 - The foregoing proposal was approved. evidence_url: https://www.sec.gov/Archives/edgar/data/890394/000121390023096657/0001213900-23-096657-index.htm - Shareholder Votes Peraso Inc. shareholders approved Advisory vote on the frequency of future stockholder non-binding votes on compensation of the Company’s named executive officers at the 2023-12-15 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-12-15 source text: One Year Two Years Three Years Abstentions 1,948,497 38,040 5,369,247 247,448 Consistent with the Board’s recommendation, the Company’s stockholders, on an advisory basis, voted in favor of a three-year frequency evidence_url: https://www.sec.gov/Archives/edgar/data/890394/000121390023096657/0001213900-23-096657-index.htm - Shareholder Votes Peraso Inc. shareholders approved Election of directors to serve until the next annual meeting of stockholders at the 2023-12-15 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-12-15 source text: For Withheld Broker Non-Vote Ronald Glibbery 6,996,507 606,725 2,002,760 Daniel Lewis 7,009,453 593,779 2,002,760 Ian McWalter 7,035,009 568,223 2,002,760 Andreas Melder 7,034,950 568,282 2,002,760 Robert Y. Newell 6,998,060 605,172 2,002,760 evidence_url: https://www.sec.gov/Archives/edgar/data/890394/000121390023096657/0001213900-23-096657-index.htm - Shareholder Votes Peraso Inc. shareholders approved Approval, on an advisory basis, of the executive compensation of the Company’s named executive officers at the 2023-12-15 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-12-15 source text: For Against Abstain Broker Non-Vote 6,180,810 1,345,323 77,099 2,002,760 The foregoing non-binding proposal was approved. evidence_url: https://www.sec.gov/Archives/edgar/data/890394/000121390023096657/0001213900-23-096657-index.htm - Shareholder Votes Peraso Inc. shareholders approved Approval of one or more adjournments of the Annual Meeting at the 2023-12-15 meeting. - Outcome: passed - Meeting: 2023-12-15 source text: For Against Abstain Broker Non-Vote 8,250,860 1,159,644 195,488 - The foregoing proposal was approved. evidence_url: https://www.sec.gov/Archives/edgar/data/890394/000121390023096657/0001213900-23-096657-index.htm - Shareholder Votes Peraso Inc. shareholders approved Ratification of the audit committee’s appointment of Weinberg & Company, P.A. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 at the 2023-12-15 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-12-15 source text: For Against Abstain Broker Non-Vote 9,292,090 234,223 79,679 - The foregoing proposal was approved. evidence_url: https://www.sec.gov/Archives/edgar/data/890394/000121390023096657/0001213900-23-096657-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.