CUSIP No: 71360T101
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS
THERETO FILED
PURSUANT TO § 240.13d-2.
(Amendment No. 1)*
Peraso Inc.
(formerly MoSys, Inc.)
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
71360T101
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this statement)
Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
*The remainder of this cover page shall be filled
out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this
cover page shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No: 71360T101
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(1)
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NAMES
OF REPORTING PERSONS
CVI Investments, Inc.
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(2)
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
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(a) ¨
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(b) ¨
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(3)
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SEC USE ONLY
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(4)
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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(5)
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SOLE
VOTING POWER
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0
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(6)
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SHARED VOTING POWER **
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7,375
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(7)
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SOLE DISPOSITIVE POWER
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0
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(8)
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SHARED DISPOSITIVE POWER **
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7,375
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(9)
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
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7,375
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(10)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
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¨
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(11)
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.1%
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(12)
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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** Heights Capital Management, Inc. is the investment manager to CVI
Investments, Inc. and as such may exercise voting and dispositive power over these shares.
CUSIP No: 71360T101
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(1)
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NAMES
OF REPORTING PERSONS
Heights Capital Management, Inc.
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(2)
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
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(a) ¨
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(b) ¨
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(3)
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SEC USE ONLY
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(4)
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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(5)
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SOLE
VOTING POWER
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0
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(6)
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SHARED VOTING POWER **
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7,375
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(7)
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SOLE DISPOSITIVE POWER
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0
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(8)
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SHARED DISPOSITIVE POWER **
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7,375
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(9)
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
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7,375
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(10)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
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¨
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(11)
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.1%
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(12)
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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** Heights Capital Management, Inc. is the investment manager to CVI
Investments, Inc. and as such may exercise voting and dispositive power over these shares.
CUSIP No: 71360T101
Item 1.
Peraso Inc. (formerly MoSys, Inc.) (the “Company”)
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(b)
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Address of Issuer’s Principal Executive Offices
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2309 Bering Dr., San Jose, California 95131
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Item 2(a).
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Name of Person Filing
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This statement is filed by the entities listed below,
who are collectively referred to herein as “Reporting Persons,” with respect to the shares of common stock of the Company,
$0.001 par value per share (the “Shares”).
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(i)
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CVI Investments, Inc.
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(ii)
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Heights Capital Management, Inc.
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Item 2(b).
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Address of Principal Business Office or, if none, Residence
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The address of the principal business office of CVI
Investments, Inc. is:
P.O. Box 309GT
Ugland House
South Church Street
George Town
Grand Cayman
KY1-1104
Cayman Islands
The address of the principal business office of Heights
Capital Management, Inc. is:
101 California Street, Suite 3250
San Francisco, California 94111
Citizenship is set forth in Row 4 of the cover page for
each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
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Item 2(d)
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Title of Class of Securities
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Common stock, $0.001 par value per share
71360T101
CUSIP No: 71360T101
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person
filing is a:
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(a)
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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of
the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution: ________________
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified in Item 1.
The information required by Items 4(a) – (c) is set
forth in Rows 5 – 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting
Person.
The number of Shares reported as beneficially owned consists of Shares issuable upon the exercise of warrants to purchase Shares.
The Company’s Current Report on Form 8-K, filed on
December 20, 2021, indicates there were 10,458,616 Shares outstanding as of December 17, 2021 (excluding the “Earnout Shares”
and Shares issuable upon the exchange of the “Exchangeable Shares”, as such terms are defined therein).
Heights Capital Management, Inc., which serves as
the investment manager to CVI Investments, Inc., may be deemed to be the beneficial owner of all Shares owned by CVI Investments,
Inc. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest
therein.
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Item 5.
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report
the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the
class of securities, check the following: x
CUSIP No: 71360T101
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Item 6.
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Ownership of More than Five Percent on Behalf of Another
Person
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding Company
or Control Person
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group
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Not applicable.
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Item 9.
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Notice of Dissolution of Group
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Not applicable.
By signing below each of the undersigned
certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect.
CUSIP No: 71360T101
SIGNATURES
After reasonable inquiry and to the
best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this
statement is true, complete, and correct.
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Dated: February 11, 2022
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CVI INVESTMENTS, INC.
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HEIGHTS CAPITAL MANAGEMENT, INC.
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By: Heights Capital Management, Inc.
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By:
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/s/ Brian Sopinsky
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pursuant to a Limited Power of Attorney, a copy of
which was previously filed
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Name:
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Brian Sopinsky
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Title:
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Secretary
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By:
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/s/ Brian Sopinsky
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Name:
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Brian Sopinsky
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Title:
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Secretary
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CUSIP No: 71360T101
EXHIBIT INDEX
