重大事件即時報告 8-K 2026-07-24

Peraso Inc.（納斯達克代碼：PRSO）於2026年7月24日提交8-K表格，披露兩項重大事項。

AI 繁中摘要

Peraso Inc.（納斯達克代碼：PRSO）於2026年7月24日提交8-K表格，披露兩項重大事項。

📉 **退市風險警報**：2026年7月21日，公司收到納斯達克上市資格部門通知，因其普通股收盤買入價連續30個交易日（截至7月20日）低於每股1美元，未能符合納斯達克上市規則第5550(a)(2)條的最低買入價要求。根據規則5810(c)(3)(A)，公司獲得了180個曆日（至2027年1月19日）的合規期。在此期間，公司須至少連續10個交易日收盤買入價維持在1美元或以上方能恢復合規。若未能於限期內達標，公司或可申請額外180天寬限期，但須滿足公眾持股市值及其他首次上市標準（買入價要求除外），並向納斯達克提交書面通知表明擬透過反向股份合併等方式修正缺陷。若納斯達克認為公司無法補救，將啟動除牌程序。公司正監察股價走勢並評估可行方案。

📅 **股東年會安排**：董事會已將2026年度股東大會定於2026年9月10日（虛擬會議形式），股權登記日為2026年7月20日。由於本次年會日期較上年年會（2025年）週年日提早超過30天，公司特此公佈股東提案及董事提名截止日期：任何符合《交易所法》第14a-8條的提案，須於2026年8月3日下午5時（東部時間）前提交至公司秘書處；擬在會上提出其他業務或提名董事的股東，亦須在同一限期前提交書面通知，並附上細則要求的全部資料。此外，有意徵求委任票支持非公司提名董事的股東，須按第14a-19條規則於相同限期前提交所需通知。

**對投資者的潛在影響**：短期股價持續低於1美元觸發退市風險，若未能於180天內補救，將面臨除牌，可能影響流動性及估值。公司或採取反向股份分割等行動，惟須獲股東批准。另一方面，年會日期確定及提案截止日期已訂，股東應留意相關時限以便行使權利。

展開英文正文

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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):
July 20, 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 3.01 Notice of Delisting or Failure to
Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On July 21, 2026, Peraso Inc. (the “Company”)
received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon
the closing bid price of the Company’s common stock (“Common Stock”) for the 30 consecutive business days ended July
20, 2026, the Company no longer meets the requirement to maintain a minimum bid price of $1 per share, as set forth in Nasdaq Listing
Rule 5550(a)(2).

 

In accordance with Nasdaq Listing Rule 5810(c)(3)(A),
the Company has been provided a period of 180 calendar days, or until January 19, 2027, in which to regain compliance. In order to regain
compliance with the minimum bid price requirement, the closing bid price of the Company’s Common Stock must be at least $1 per share
for a minimum of ten consecutive business days during this 180-day period. In the event the Company does not regain compliance within
this 180-day period, the Company may be eligible to seek an additional compliance period of 180 calendar days provided it meets the continued
listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with
the exception of the bid price requirement, and further provides written notice to Nasdaq of its intent to cure the deficiency during
this second compliance period by effecting a reverse stock split, if necessary. However, if it appears to the Nasdaq staff that the Company
will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notice to the Company that its
Common Stock will be subject to delisting.

 

The above mentioned letter does not result in the immediate delisting of the Common Stock from the Nasdaq Capital Market. The Company
is monitoring the closing bid price of its Common Stock and considering its available options in the event the closing bid price of the
Common Stock remains below $1 per share. 

  

Item 5.08 Shareholder Director Nominations.

 

On July 20, 2026, the board of directors of the
Company set September 10, 2026 as the date of the Company’s 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”).
The 2026 Annual Meeting will be a virtual meeting. Stockholders of record at the close of business on July 20, 2026 will be entitled to
notice of and to vote at the 2026 Annual Meeting. Because the date of the 2026 Annual Meeting is more than 30 days before the anniversary
date of the 2025 Annual Meeting of Stockholders, the Company is providing the due date for submission of any qualified stockholder proposal
or qualified stockholder nominations.

 

Stockholders of the Company who wish to have a
proposal considered for inclusion in the Company’s proxy materials for the 2026 Annual Meeting pursuant to Rule 14a-8 under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), must ensure that such proposal is received by the Company’s
Secretary at its principal executive offices at the address set forth above on or prior to 5:00 p.m. (Eastern time) on August 3, 2026,
which the Company has determined to be a reasonable time before it expects to begin to print and send its proxy materials. Any such proposal
must also meet the requirements set forth in the rules and regulations of the Securities and Exchange Commission in order to be eligible
for inclusion in the proxy materials for the 2026 Annual Meeting.

 

In addition, in accordance with the requirements
contained in the Company’s bylaws, stockholders of the Company who wish to bring business before the 2026 Annual Meeting outside
of Rule 14a-8 of the Exchange Act or to nominate a person for election as a director must ensure that written notice of such proposal
(including all information specified in the Company’s bylaws) is received by the Company’s Secretary at the Company’s
principal executive offices at the address set forth above no later than 5:00 p.m. (Eastern time) on August 3, 2026. Any such proposal
must meet the requirements set forth in the Company’s bylaws to be brought before the 2026 Annual Meeting.

 

In addition, to comply with the universal proxy
rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide
notice that sets forth the information required by Rule 14a-19 under the Exchange Act by 5:00 p.m. (Eastern time) on August 3, 2026, which
is the tenth calendar day following the date of this Current Report on Form 8-K publicly announcing the date of the 2026 Annual Meeting. 

 

 1

  

 

 

SIGNATURE

 

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

 

 
  
 PERASO INC. 

 
  
  
  

 
 Date: July 24, 2026
 By: 
 /s/ James Sullivan

 
  
  
 James Sullivan

 
  
  
 Chief Financial Officer

 
 

 

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