Peraso Inc

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

Except as disclosed below, during the period covered by this Quarterly Report on Form 10-Q, the Company has not sold any equity securities that were not registered under the Securities Act that were not previously reported in a Current Report on Form 8-K.

On May 1, 2024, the Company entered into a consulting agreement with a service provider, pursuant to which the Company agreed to issue the service provider, as partial compensation, 40,000 restricted shares of common stock 90 days thereafter. The Company issued the shares to the service provider on August 5, 2024 in reliance on an exemption from registration provided by Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act. The service provider represented in the consulting agreement that it was an “accredited investor,” as defined in Rule 501(a) of Regulation D under the Securities Act. The shares are subject to transfer restrictions, and the book-entry records evidencing the shares contain an appropriate legend stating that such shares have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom.*** ***