PRSO

Peraso Inc. (PRSO) - 10-Q Summary for Period Ended June 30, 2026

Business Context and Reporting Period

This is a Quarterly Report on Form 10-Q for Peraso Inc., a fabless semiconductor company specializing in millimeter wave (mmWave) wireless technology, semiconductor devices, and antenna modules. The report covers the three and six months ended June 30, 2026. The company is classified as a non-accelerated filer and a smaller reporting company.

Key Financial Metrics

Material Changes vs. Prior Period

• Revenue Decline: Total net revenue decreased 63% year-over-year for the six-month period. Product revenue dropped 68% primarily due to the end-of-life (EOL) of memory IC products and reduced shipments of mmWave ICs and modules due to subdued demand from fixed wireless access customers.
• Services Growth: Services and other revenue increased 406% year-over-year, driven by non-recurring engineering services, partially offset by decreased royalties from memory technology licensees.
• Operating Expenses: Total operating expenses remained relatively flat, decreasing slightly by 2% year-over-year. Research and Development (R&D) expenses were flat, while Selling, General, and Administrative (SG&A) expenses decreased 3% due to facility and stock-based compensation reductions.
• Inventory Build-up: Inventories increased from $1.17 million to $1.71 million, reflecting a $0.57 million cash outflow for inventory purchases.
• Capital Raising: The company raised approximately $4.67 million in net proceeds from "at-the-market" (ATM) stock sales during the six months ended June 30, 2026, compared to $1.51 million in the prior year period.

Guidance, Outlook, Risks, and Unusual Items

• Going Concern Warning: Management and the independent auditors have expressed substantial doubt regarding the company's ability to continue as a going concern for at least 12 months. The company expects to continue incurring operating losses and requires substantial additional capital to sustain operations.
• Liquidity Outlook: Management believes existing cash and forecasted sales will meet capital needs into the fourth quarter of 2026, excluding potential proceeds from financing facilities.
• Financing Facilities:
  • ATM Program: Active with Ladenburg Thalmann & Co. Inc.
  • Committed Equity Facility: Entered into a $25 million Common Stock Purchase Agreement with Roth Principal Investments, LLC on June 30, 2026. The registration statement became effective on July 14, 2026. This facility includes an exchange cap of 19.99% of outstanding shares unless shareholder approval is obtained.
• Strategic Alternatives: The board is exploring strategic alternatives, including a merger or sale of assets, following an unsolicited proposal from Mobix Labs, Inc. No transaction is guaranteed.
• Nasdaq Compliance: On July 21, 2026, the company received notice from Nasdaq that it failed to meet the $1.00 minimum bid price requirement. The company has 180 days (until January 19, 2027) to regain compliance.
• Customer Concentration: Customer A represented 41% of revenue for the six months ended June 30, 2026. Customer A also represented 39% of accounts receivable.

Investor Verification Checklist

• Capital Sufficiency: Verify the timeline for cash runway and the likelihood of successfully drawing down the $25 million Roth Principal Investments facility or raising additional equity.
• Revenue Recovery: Assess the validity of management's claims regarding new defense and UAV (drone) contracts to offset the loss of memory IC revenue.
• Nasdaq Delisting Risk: Monitor the stock price to ensure it meets the $1.00 minimum bid price requirement within the 180-day compliance window to avoid delisting.
• Inventory Risk: Review the $2.4 million in non-cancelable purchase orders for inventory against current demand forecasts to assess potential write-down risks.
• Dilution Impact: Evaluate the potential dilution from the ATM program and the Roth Principal Investments facility, particularly if the exchange cap is removed via shareholder vote.