Peraso has completed a private placement with Nant Capital that raised about $10 million before expenses. The financing delivers shares to Nant immediately and gives it warrants for substantially more shares; Peraso plans to use the net proceeds for working capital and general corporate purposes.
The closing also triggered deadlines for Peraso to register the securities for resale. The warrants carry a limit on how much of Peraso Nant and related parties can own at one time.
Key details
- Securities issued: Nant received 3,271,355 shares of Peraso common stock, pre-funded warrants for up to 16,593,563 shares and common warrants for up to 19,864,918 shares. The warrants together cover up to 36,458,481 shares, before applying the ownership limit.
- Pricing and proceeds: The purchase price was $0.5034 for each share paired with a common warrant, and $0.5024 for each pre-funded warrant paired with a common warrant. The placement generated approximately $10 million in gross proceeds, before offering expenses.
- Common-warrant terms: The common warrants are exercisable from the closing through October 28, 2028, at $0.3784 per share. Holders may elect to receive pre-funded warrants instead of common shares when exercising them.
- Pre-funded warrants: These may be exercised at any time from the closing until fully exercised.
- Ownership cap: Nant, its affiliates and certain related parties may not exercise warrants if doing so would cause them to beneficially own more than 19.99% of Peraso’s outstanding common stock immediately after the exercise.
- Resale registration: Peraso must file a registration statement covering the shares sold and the shares underlying the warrants by November 27, 2026. It must use its best efforts to have the registration effective by January 26, 2027, or by February 25, 2027 if the SEC reviews the filing and provides written comments. An earlier deadline applies if the SEC says it will not review the filing or has finished its review.
- Potential registration penalties: Subject to exceptions and cure periods, missing the registration deadlines or certain other requirements could require Peraso to pay monthly cash damages equal to 1% of the purchase price attributable to the securities Nant still holds, up to a total of 5%.
- Other transaction details: The securities were sold in a private placement, with no placement agent and no underwriting discounts or commissions.
Plain-English implications
Peraso received the financing proceeds at closing, while the warrants give Nant the right to acquire additional shares over time. The 19.99% ownership cap limits how much Nant and related parties can hold after an exercise, but the warrant shares remain potential future dilution. Registering the securities would make them eligible for resale, subject to applicable requirements.