Material Agreement Form 8 K

Item 1.01 Entry Into a Material Definitive Agreement.

On August 30, 2024, Peraso Inc. (the "Company") entered into an At The Market Offering Agreement (the "Sales Agreement") with Ladenburg Thalmann & Co. Inc. ("Ladenburg") with respect to an "at the market" offering program, under which the Company may, from time to time, in its sole discretion, issue and sell through Ladenburg, acting as agent or principal, shares of the Company's common stock, par value $0.001 per share (the "Shares"), initially having an aggregate offering price of up to $1,425,000.

On August 30, 2024, the Company filed a prospectus supplement (the "Prospectus Supplement") with the Securities and Exchange Commission (the "SEC") in connection with the offer and sale of the Shares pursuant to 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 SEC 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 Supplement.

Pursuant to the Sales Agreement, Ladenburg may sell the Shares by any method permitted by law deemed to be an "at the market" offering as defined in Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"). Ladenburg will use commercially reasonable efforts consistent with its normal trading and sales practices to sell the Shares from time to time, based upon instructions from the Company (including any price or size limits or other customary parameters or conditions the Company may impose).

The Company will pay Ladenburg a cash commission of 3.0% of the aggregate gross sales proceeds of Shares sold through Ladenburg under the Sales Agreement. The Company also agreed to reimburse Ladenburg for certain specified expenses, including the fees and disbursements of its counsel, in an amount not to exceed $60,000, in addition to certain ongoing disbursements of its legal counsel up to $7,500 in connection with diligence bring downs.

Under the terms of the Sales Agreement, the Company may also sell Shares to Ladenburg as principal for its own account at prices agreed upon at the time of sale. If the Company sells Shares to Ladenburg as principal, it will enter into a separate terms agreement with Ladenburg in substantially the form attached to the Sales Agreement.

The Company is not obligated to sell any Shares under the Sales Agreement. The offering of the Shares pursuant to the Sales Agreement may be terminated by either the Company or Ladenburg, as permitted therein.

The Sales Agreement contains representations, warranties and covenants that are customary for transactions of this type. In addition, the Company has agreed to indemnify Ladenburg against certain liabilities, including liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended.

The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

A copy of the opinion of Mitchell Silberberg & Knupp LLP with respect to the validity of the Shares that may be offered and sold pursuant to the Sales Agreement and covered by the Prospectus Supplement is filed as Exhibit 5.1 to this Current Report on Form 8-K.

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