Peraso Inc美股招股说明书(2026-04-10版)

to Prospectus Dated July 22, 2024) Up to $2,125,000 Shares of Common Stock This prospectus supplement (this “Prospectus Supplement”) amends and supplements the information in the prospectus, dated July 22,2024 (the “Prospectus”), filed with the Securities and Exchange Commission as a part of our registration statement on Form S-3 (FileNo. 333-280798) (the “Registration Statement”), as previously supplemented by our prospectus supplements, dated August 30, 2024,December 10, 2024, October 10, 2025 and November 21, 2025 (such prospectus supplements together with the Prospectus, the “PriorProspectus”), relating to the offer and sale of shares of our common stock, $0.001 par value per share, pursuant to the terms of an Atthe Market Offering Agreement, dated August 30, 2024 (the “Sales Agreement”) with Ladenburg Thalmann & Co. Inc (“Ladenburg”).This Prospectus Supplement should be read in conjunction with the Prior Prospectus, and is qualified by reference thereto, except tothe extent that the information herein amends or supersedes the information contained in the Prior Prospectus. This ProspectusSupplement is not complete without, and may only be delivered or utilized in connection with, the Prior Prospectus and any futureamendments or supplements thereto. We are filing this Prospectus Supplement to amend the Prior Prospectus to increase the maximum amount of shares that we are eligibleto sell under the Registration Statement pursuant to the Sales Agreement under General Instruction I.B.6 of Form S-3. As a result ofthese limitations and the current public float of our common stock, and in accordance with the terms of the Sales Agreement, we mayoffer and sell shares of our common stock having an aggregate offering price of up to $2,125,000 from time to time throughLadenburg, which does not include the shares of common stock having an aggregate sales price of approximately $7,245,131 that weresold pursuant to the Prior Prospectus to date. In the event that we may sell additional amounts under the Sales Agreement inaccordance with General Instruction I.B.6, we will file another prospectus supplement prior to making such additional sales. ThisProspectus Supplement amends and/or supplements only those sections of the Prior Prospectus as listed in this Prospectus Supplement;all other sections of the Prior Prospectus remain as is. As of April 10, 2026, the aggregate market value of our outstanding common stock held by non-affiliates, or the public float, wasapproximately $25,732,336, which was calculated based on 12,613,890 shares of common stock (including common stock issuableupon the exchange of exchangeable shares) outstanding as of April 10, 2026 held by non-affiliates at a price of $2.04 per share, theclosing price of our common stock on the Nasdaq Capital Market on March 6, 2026. During the 12 calendar months prior to, andincluding, the date of this Prospectus Supplement, we sold securities with an aggregate market value of approximately $6,452,424pursuant to General Instruction I.B.6 of Form S-3. Pursuant to General Instruction I.B.6 of Form S-3, in no event may we sell,pursuant to the Registration Statement of which this Prospectus Supplement and the Prior Prospectus are a part, securities in a publicprimary offering with a value exceeding one-third of the aggregate market value of our public float in any 12-month period, so long asour public float remains below $75,000,000. Our common stock is traded on the Nasdaq Capital Market under the symbol “PRSO.” On April 9, 2026, the last reported sale price ofour common stock on the Nasdaq Capital Market was $1.00 per share. Investing in our common stock involves a high degree of risk. Please read the information contained in and incorporated byreference under the heading “Risk Factors” beginning on page S-8 of the prospectus supplement dated August 30, 2024, underthe heading “Risk Factors” beginning on page 4 of the Prospectus and the risk factors described in our most recent AnnualReport on Form 10-K and in the documents that are incorporated by reference into this Prospectus Supplement and the PriorProspectus, and under similar headings in the other documents that are filed after the date hereof and incorporated byreference into this Prospectus Supplement and the Prior Prospectus as they may be amended, updated or modified periodicallyin our reports filed with the Securities and Exchange Commission. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. Ladenburg Thalmann The date of this prospectus supplement is April 10, 2026. RECENT DEVELOPMENT Updated Preliminary Revenue Estimate for the Quarterly Period Ended March 31, 2026 On March 16, 2026, we announced on our conference call that we expect total revenues for the qu