8-K

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): March 8, 2022

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)

2309 Bering Dr.

San Jose, California 95131

(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 7.01 Regulation FD Disclosure.

Peraso Inc. (the “Company”) intends, from time to time, to present and/or distribute to the investment community and utilize at various industry and other conferences a slide presentation, which is attached hereto as Exhibit 99.1 (the “Investor Presentation”). Additionally, the Investor Presentation will also be posted to the “Investors” portion of the Company’s website at www.perasoinc.com.

By filing this Current Report on Form 8-K and furnishing the information contained herein, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD.

The information contained in the Investor Presentation is summary information that is intended to be considered in the context of the Company’s Securities and Exchange Commission (“SEC”) filings and other public announcements that the Company may make, by press release or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained in this Current Report on Form 8-K, although it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.

The information presented in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act. 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.
Exhibit No.	Description
99.1	Investor Presentation
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: March 10, 2022	By:	/s/ James W. Sullivan
		James W. Sullivan
		Chief Financial Officer

EX-99.1

Unleash the Power of 5G mmWAVE March 2022 Copyright © 2022 Peraso Inc. 1 Exhibit 99.1

SAFE HARBOR AND FORWARD-LOOKING STATEMENTS This presentation contains forward-looking statements. All statements other than statements of historical facts contained in this presentation, including statements regarding the completion of business combination, the future results of operations, business strategy, timing, capabilities, and likelihood of success of combined company, and plans and objectives of its potential management for future operations, are forward-looking statements. Forward-looking statements also include statements regarding the expected benefits of the proposed business combination. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time-to-time, and it is not possible for management to predict all risk factors and uncertainties. Except as required by applicable law, neither company plans to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise. Other important assumptions and factors that could cause actual results to differ materially from forward-looking statements, including discussions of significant risk factors, may appear in Peraso’s public filings with the SEC, which are accessible at www.sec.gov, and which you are advised to consult. 2 Copyright © 2022 Peraso Inc.

3 Copyright © 2022 Peraso Inc. Became Public through merger with MoSys, Inc. in 2021 12 years of experience in mmWave RF/Antenna design Field Proven high-performance mmWave phased array - Advanced Beamforming Fully integrated solutions; mmWave antennas, RF phased array transceivers, on-the-fly calibration and adaptable beam steering Capturing design wins today in both existing and new mmWave hardware Multiple Tier-1 design wins Expanding new mmWave frequencies for future industry needs 2023-2025 mmWave CPE and Hotspot device TAM is $3 Billion Ticker: PRSO (NASDAQ) Headquarters: San Jose, CA Founded: 2008 Employees: 80 (as of Dec 31, 2021) Patents: 160 COMPANY OVERVIEW

4 Copyright © 2022 Peraso Inc. 66% of population will be  using the internet Up from 51% in 2018 Mobile Devices / Connections by 2023 1.6 networked devices and connections per person Up from 1.2 in 2018 Mobile Data Speed  by 2023 44 Mbps average mobile speed Up from 13 Mbps in 2018 Wi-Fi Speed by 2023 92 Mbps average Wi-Fi speed Up from 30 Mbps in 2018 Source: Cisco CAIR Report 2021 Global Internet Users by 2023 GLOBAL BANDWIDTH DEMAND ACCELERATING

5 Copyright © 2022 Peraso Inc. Demand Capacity for Data in U.S. Networks Source: Mobile Experts: 5G Business Case Dec 2021 Video set to dominate traffic with apps such as TikTok, Facebook Reels, Netflix and Twitch Video resolution continues to increase to 4k and eventually 8k Current cellular networks are quickly saturated – mmWave is the future of wireless networks Early 6G research utilizing mmWave and terahertz frequencies 5G WIRELESS DEMAND IS OUTPACING NETWORK CAPACITY

6 Copyright © 2022 Peraso Inc. Switching Costs Experience Customer Relationships Performance Cost Advantages Platform of mmWave RF circuits coupled with proprietary software platform creates long-term customer commitment Proven execution in mmWave RF circuits where potential competitors have failed Deep engagement with customers provides visibility to long term roadmaps Customers shipping equipment providing 10X the range of their competition Volume production of mmWave RF circuits leads to opportunity for further cost reductions ESTABLISHED AND SUSTAINABLE ADVANTAGES

mmWave RF in Silicon High-performance, highly integrated mmWave RF circuits and systems in silicon  mmWave Antennas mmWave phased array antennas, advanced beamforming and beam steering algorithms 7 Copyright © 2022 Peraso Inc. Essential Claims Most Comprehensive Software Support Full software stack enables a host of new applications such as point to multipoint and wireless USB TECHNOLOGY BACKED BY STRONG IP & PATENT PORTFOLIO Peraso has participated in mmwave standard development and has essential claim patents

Enables longer distance links for mmWave RF devices Provides an excellent countermeasure to cybersecurity attacks Limits interference, which is important for the user experience in applications like AR/VR Allows more access points in a given area, important for multi-user environments 8 Copyright © 2022 Peraso Inc. MARKET ADVANTAGES OF BEAMFORMING / BEAM-STEERING

9 Copyright © 2022 Peraso Inc. VERTICAL INTEGRATION >> PREMIER MODULE SOLUTIONS Vertical Integration offers competitive cost structure, reduced time-to-market

mmWAVE SHIPPING INTO BROAD AND GROWING APPLICATIONS 10 5G/Fixed Wireless Access Multi-gigabit, low latency Internet connectivity Consumer Electronics Metaverse, laptops, tablets, hotspots, video conferencing Copyright © 2022 Peraso Inc.

60GHz mmWave for Fixed Wireless Access Multi-gigabit, symmetrical, low latency broadband access in the 60GHz band Copyright © 2022 Peraso Inc. 11 60GHz mmWave Fixed Wireless Access products provide operators access to FREE SPECTRUM Leading companies such as Facebook, and its Terragraph solution, utilize 60GHz 802.11ad technology to target dense URBAN environments US government has budgeted $65B for rural broadband development. 60GHz is an excellent way for wireless ISPs to provide 100Mbps, symmetrical internet 60GHz FIXED WIRELESS ACCESS

12 Copyright © 2022 Peraso Inc. PROVEN SOLUTIONS FOR FIXED WIRELESS ACCESS SHIPPING mmWave chipsets to the fixed wireless market since 2017 PRICE/PERFORMANCE advantage over competition in 60GHz Fixed Wireless Access 29km links - estimated to be 10X longer than the competition* * Peraso Management Estimates

5G Fixed Wireless Access Building on Peraso’s successful 60GHz Fixed Wireless Access Products Copyright © 2022 Peraso Inc. 13 Natural EVOLUTION from existing 60GHz products Offers COMPETITIVE ALTERNATIVE to fixed line internet access in both urban and rural deployments mmWave is a CRITICAL component of 5G and 5G Fixed Wireless Access ecosystem Solutions TARGETING 5G Fixed Wireless Access market 5G FIXED WIRELESS ACCESS Source: Mobile Experts: 5G mmWave Outlook, June 2021

Private Networks mmWave provides a highly secure, low latency network for mission critical applications Cybersecurity is a dominant concern globally Peraso is engaged in private network opportunities, 5G is next generation mmWave Beamforming and beam-steering is an excellent technology for secure, mission critical networks Target industries include transportation, energy, factories, military, infrastructure 14 Copyright © 2022 Peraso Inc. SECURE PRIVATE NETWORKS

mmWave provides high-performance, low latency links for consumer applications Shipping into consumer devices requiring high speed wireless links 5G represents a major opportunity in terms of wireless network access for laptops, tablets Consumer Electronics Adding to Peraso’s successful 60GHz Fixed Wireless Access products Copyright © 2022 Peraso Inc. 15 CONSUMER ELECTRONICS

Metaverse AR/VR/XR Providing carriers with new content delivery options 5G mmWave provides low latency access, enabling real-time and near real-time applications UHD 4K streams going to 8K and 16K for lifelike visuals AR/VR/XR → 95 million users by 2022 (Statista) Very low latency (<5ms) at Ultra-high rates (>2 Gbps) Very little interference (dedicated spectrum) 16 Copyright © 2022 Peraso Inc. Source: Goldman Sachs Global Investment Research & Statista METAVERSE

MEMORY PRODUCTS Memory IC product line acquired through combination with MoSys Silicon Accelerator Engine and Intelligent Memory ICs Bandwidth Engine and Programmable HyperSpeed Engine High-speed, serial-attached, optimized for Intel/Xilinx FPGA applications Products are shipping in volume Leading tier-1 global networking & communication OEMs Pipeline expanding for new use cases and engagements Meaningful revenue and margin contribution targets for 2022 Copyright © 2020 MoSys, Inc. All rights reserved. 17 17 Copyright © 2022 Peraso Inc.

FinancialS Copyright © 2022 Peraso Inc. 18

Balance Sheet and Capitalization 19 Copyright © 2022 Peraso Inc Notes Includes $18.3 of goodwill and intangible assets recorded in connection with the Peraso Technologies – MoSys business combination Includes 8.0 million exchangeable shares with the same rights as common shares, which were issued by our Canadian subsidiary to certain Canadian stockholders of Peraso Technologies in connection with the Peraso Technologies – MoSys business combination 1.8 million shares subject to escrow and earn-out; achievement of $8.57 share price over three years Excludes 3.0 million shares available for future awards under our equity incentive plan

Non-GAAP Actual and Model Copyright © 2022 Peraso Inc 20 Notes: Reflects operating results of Peraso Technologies Inc. for full year 2021 and MoSys, Inc. for the period from Dec 17- Dec 31, 2021 Represents forward-looking, financial objectives and does not constitute estimates of future performance, financial or otherwise. There is no assurance that MoSys will ever achieve any of these objectives and Company undertakes no obligation to update. See note on slide 2 regarding forward looking statements and reference to risk factors in Peraso’s SEC filings. Non-GAAP measures - exclude stock-based compensation expense, amortization of intangibles, reverse merger transaction costs; see reconciliation

Non-GAAP Quarterly Income Statements Copyright © 2022 Peraso Inc 21

Non-GAAP to GAAP Reconciliation Copyright © 2022 Peraso Inc 22

Peraso Inc. Delivering High Speed 5G Wireless 23 Increase in 5G wireless demand has strained the existing wireless spectrum Use of mmWave in 5G networks is inevitable. Existing ‘beachfront’ property is disappearing Peraso is a leader in mmWave technology with a clear and defensible competitive advantage Peraso is a pure play investment opportunity in the mmWave semiconductor space Copyright © 2022 Peraso Inc. SUMMARY

Thank YOU Copyright © 2022 Peraso Inc. 24 Investor Relations Contact: Shelton Group Leanne K. Sievers | Jeffrey Schreiner P: 949-224-3874 | 512-243-8976 E: sheltonir@sheltongroup.com Peraso Contact: Jim Sullivan Chief Financial Officer P: 408-418-7582 E: jsullivan@mosys.com

XML

Document and Entity Information	Mar. 08, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 08, 2022
Entity Registrant Name	Peraso Inc.
Entity Central Index Key	0000890394
Trading Symbol	PRSO
Entity Emerging Growth Company	false
Entity Address, State or Province	CA
Title of 12(b) Security	Common Stock, par value $0.001 per share
Security Exchange Name	NASDAQ
Entity File Number	000-32929
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	77-0291941
Entity Address, Address Line One	2309 Bering Dr.
Entity Address, City or Town	San Jose
Entity Address, Postal Zip Code	95131
City Area Code	408
Local Phone Number	418-7500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false