Peraso Inc. (NASDAQ: PRSO) entered into a Securities Purchase Agreement on October 26, 2026, with Nant Capital, LLC, an accredited investor, to raise approximately $10 million in gross proceeds through a private placement. The transaction is expected to close on or about October 28, 2026, subject to the satisfaction of closing conditions.
Under the agreement, Peraso agreed to issue and sell 3,271,355 shares of common stock and pre-funded warrants to purchase 16,593,563 shares of common stock. The company will also issue accompanying common warrants to purchase up to 19,864,918 shares of common stock. The purchase price for each unit is $0.5034 per share and accompanying warrant, or $0.5024 per pre-funded warrant and accompanying warrant.
The accompanying common warrants are exercisable for shares or pre-funded warrants at an exercise price of $0.3784 per share, which equals the Nasdaq Official Closing Price of the common stock on October 23, 2026. These warrants expire two years from the date of issuance. The pre-funded warrants have an exercise price of $0.001 per share and are exercisable until fully exercised. Both warrant types are subject to a 19.99% beneficial ownership limitation, which the holder may adjust with written notice.
Nant Capital has secured board designation rights contingent on its ownership percentage. For so long as Nant and its affiliates beneficially own at least 16.7% of the outstanding common stock, Nant may designate two individuals for appointment to Peraso’s board, including Dr. Patrick Soon-Shiong. If ownership falls below 16.7% but remains above 5%, Nant may designate one individual.
Peraso intends to use the net proceeds from the sale of the securities for working capital and general corporate purposes. The company will also file a registration statement with the SEC within 30 calendar days following the closing to allow for the resale of the issued shares and warrant shares.
