SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment No.)*
Peraso
Inc.
(Name
of Issuer)
Common
Stock, par value $0.001 per share
(Title
of Class of Securities)
71360T200
(CUSIP
Number)
February
6, 2024
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
*
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 disclosures provided
in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose 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. 71360T200 |
|
13G |
|
Page 2 of 10 Pages |
| |
|
| 1. |
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ionic Ventures, LLC |
| 2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☒ |
| 3. |
SEC USE
ONLY
|
| 4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
California, United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE
VOTING POWER
0 |
| 6. |
SHARED
VOTING POWER
136,107
(1)
|
| 7. |
SOLE
DISPOSITIVE POWER
0 |
| 8. |
SHARED
DISPOSITIVE POWER
136,107
(1)
|
| 9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
136,107 (1) |
| 10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
| 11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9% (1) |
| 12. |
TYPE
OF REPORTING PERSON (see instructions)
OO |
| |
|
| (1) |
As more fully described
in Item 4 of this Statement on Schedule 13G (this “Statement”), such shares and percentage are
based on 1,346,334 outstanding shares of the issuer’s common stock, par value $0.001 per share (the “Common
Stock”), as disclosed in the issuer’s Current Report on Form 8-K, filed by the issuer with the U.S. Securities
and Exchange Commission (the “SEC”) on February 9, 2024 (the “Form 8-K”), and do not
give full effect to the shares of Common Stock issuable upon full exercise of (i) common stock purchase warrants (the “Warrants”),
(ii) pre-funded common stock purchase warrants (the “Pre-Funded Warrants”), (iii) Series A common stock
purchase warrants (the “Series A Warrants”) and (iv) Series B common stock purchase warrants (the “Series
B Warrants”), which exercise in each case is subject to a 9.99% beneficial ownership blocker (a “Blocker”). |
| CUSIP
No. 71360T200 |
|
13G |
|
Page 3 of 10 Pages |
| |
|
|
|
|
| 1. |
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ionic Management, LLC |
| 2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☒ |
| 3. |
SEC
USE ONLY
|
| 4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware, United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE
VOTING POWER
0 |
| 6. |
SHARED
VOTING POWER
136,107
(1)
|
| 7. |
SOLE
DISPOSITIVE POWER
0 |
| 8. |
SHARED
DISPOSITIVE POWER
136,107
(1)
|
| 9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
136,107
(1)
|
| 10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
| 11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9% (1) |
| 12. |
TYPE
OF REPORTING PERSON (see instructions)
OO |
(1)
As more fully described in Item 4 of this Statement, such shares and percentage are based on 1,346,334 outstanding shares of Common
Stock, as disclosed in the Form 8-K, and do not give full effect to the shares of Common Stock issuable upon full exercise of
(i) the Warrants, (ii) Pre-Funded Warrants, (iii) Series A Warrants and (iv) Series B Warrants, which exercise in each case is
subject to the Blocker.
| CUSIP
No. 71360T200 |
|
13G |
|
Page 4 of 10 Pages |
| |
|
| 1. |
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Brendan O’Neil |
| 2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☒ |
| 3. |
SEC USE
ONLY
|
| 4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE
VOTING POWER
0 |
| 6. |
SHARED
VOTING POWER
136,107
(1)
|
| 7. |
SOLE
DISPOSITIVE POWER
0 |
| 8. |
SHARED
DISPOSITIVE POWER
136,107
(1)
|
| 9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
136,107
(1)
|
| 10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
| 11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9% (1) |
| 12. |
TYPE
OF REPORTING PERSON (see instructions)
IN |
(1)
As more fully described in Item 4 of this Statement, such shares and percentage are based on 1,346,334 outstanding shares of Common
Stock, as disclosed in the Form 8-K, and do not give full effect to the shares of Common Stock issuable upon full exercise of
(i) the Warrants, (ii) Pre-Funded Warrants, (iii) Series A Warrants and (iv) Series B Warrants, which exercise in each case is
subject to the Blocker.
| CUSIP
No. 71360T200 |
|
13G |
|
Page 5 of 10 Pages |
| |
|
| 1. |
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Keith Coulston |
| 2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☒ |
| 3. |
SEC USE
ONLY
|
| 4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE
VOTING POWER
0 |
| 6. |
SHARED
VOTING POWER
136,107
(1)
|
| 7. |
SOLE
DISPOSITIVE POWER
0 |
| 8. |
SHARED
DISPOSITIVE POWER
136,107
(1)
|
| 9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
136,107
(1)
|
| 10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
| 11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9% (1) |
| 12. |
TYPE
OF REPORTING PERSON (see instructions)
IN |
(1)
As more fully described in Item 4 of this Statement, such shares and percentage are based on 1,346,334 outstanding shares of Common
Stock, as disclosed in the Form 8-K, and do not give full effect to the shares of Common Stock issuable upon full exercise of
(i) the Warrants, (ii) Pre-Funded Warrants, (iii) Series A Warrants and (iv) Series B Warrants, which exercise in each case is
subject to the Blocker.
| CUSIP
No. 71360T200 |
|
13G |
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Page 6 of 10 Pages |
Item
1(a). Name of Issuer:
Peraso
Inc. (the “Issuer”).
Item
1(b). Address of Issuer’s Principal Executive Offices:
The
Issuer’s principal executive offices are located at 2309 Bering Drive, San Jose, California 95131.
Item
2(a). Names of Persons Filing:
| (i) |
|
Ionic Ventures LLC, a California
limited liability company (“Ionic”); |
| |
|
| (ii) |
|
Ionic Management, LLC, a Delaware limited liability
company (“Ionic Management”); |
| |
|
| (iii) |
|
Brendan O’Neil (“Mr. O’Neil”);
and |
| |
|
| (iv) |
|
Keith Coulston (“Mr. Coulston”).
|
The
foregoing persons are hereinafter collectively referred to as the “Reporting Persons”. Any disclosures herein
with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate
party.
The
Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 1 to this Statement on Schedule
13G (this “Statement”), pursuant to which they have agreed to file this Statement and all subsequent amendments
to the Statement jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
The
filing of this Statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership
of the securities reported herein.
Item
2(b). Address of Principal Business Office or, if none, Residence:
The
principal business address of each of the Reporting Persons is 3053 Fillmore St, Suite 256, San Francisco, CA 94123.
Item
2(c). Citizenship:
Ionic
is a limited liability company organized under the laws of the State of California. Ionic Management is a limited liability company
organized under the laws of the State of Delaware. Each of Mr. O’Neil and Mr. Coulston is a citizen of the United States.
Item
2(d). Title of Class of Securities:
The
title of the class of securities to which the Statement relates is the Issuer’s common stock, par value $0.001 per share
(“Common Stock”).
Item
2(e). CUSIP Number: 71360T200
| CUSIP
No. 71360T200 |
|
13G |
|
Page 7 of 10 Pages |
Item
3. 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:
Not
applicable.
Item
4. Ownership.
The
information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page
to this Statement and is incorporated herein by reference for each such Reporting Person. The ownership percentages reported are
based on (i) 1,346,334 outstanding shares of the Common Stock, as disclosed in the issuer’s Current Report on Form 8-K,
filed by the issuer with the U.S. Securities and Exchange Commission (the “SEC”) on February 9, 2024 (the “Form
8-K”), (ii) up to 952,380 shares of Common Stock that are issuable upon full exercise of the Series A common stock purchase
warrants held by Ionic (the “Series A Warrants”), (iii) up to 952,380 shares of Common Stock that are issuable
upon full exercise of Series B common stock purchase warrants held by Ionic (the “Series B Warrants”) and (iv)
up to 356,190 shares of Common Stock that are issuable upon exercise of pre-funded common stock purchase warrants held by Ionic
(the “Pre-Funded Warrants”, and collectively with the Series A Warrants and the Series B Warrants, the “Warrants”),
which further exercise thereof in the case of each of the Series A Warrants, Series B Warrants and Pre-Funded Warrants, is subject
to a 9.99% beneficial ownership blocker (the “Blocker”).
Ionic
holds Warrants exercisable for up to an aggregate of 2,260,950 shares of Common Stock, of which 2,244,843 are not deemed beneficially
owned by Ionic as a result of the triggering of the Blocker in each of the Warrants, which in each case prohibits Ionic from exercising
the Warrants into shares of Common Stock if, as a result of such exercise, the holder thereof, together with its affiliates and
any persons acting as a group together with such holder or any of such affiliates, would beneficially own more than 9.99% of the
total number of shares of Common Stock then issued and outstanding immediately after giving effect to any such exercise.
Ionic
is the beneficial owner of 120,000 shares of Common Stock and an additional 16,107 shares of Common Stock issuable upon full exercise
of the Warrants in any combination (the “Shares”). Ionic has the power to dispose of and the power to vote
the Shares beneficially owned by it, which power may be exercised by its manager, Ionic Management. Each of the managers of Ionic
Management, Mr. O’Neil and Mr. Coulston, has shared power to vote and/or dispose of the Shares beneficially owned by Ionic
and Ionic Management. Neither Mr. O’Neil nor Mr. Coulston directly owns the Shares. By reason of the provisions of Rule
13d-3 of the Act, each of Mr. O’Neil and Mr. Coulston may be deemed to beneficially own the Shares which are beneficially
owned by each of Ionic and Ionic Management, and Ionic Management may be deemed to beneficially own the Shares which are beneficially
owned by Ionic.
Item
5. Ownership of Five Percent or Less of a Class.
Not
applicable.
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
Not
applicable.
| CUSIP
No. 71360T200 |
|
13G |
|
Page 8 of 10 Pages |
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not
applicable.
Item
8. Identification and Classification of Members of the Group.
Not
applicable.
Item
9. Notice of Dissolution of Group.
Not
applicable.
Item
10. Certification.
By
signing below the Reporting Persons certify that, to the best of each of their 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, other than activities solely in connection with a nomination under § 240.14a-11.
| CUSIP
No. 71360T200 |
|
13G |
|
Page 9 of 10 Pages |
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
| Date: February 12, 2024 |
IONIC VENTURES, LLC |
| |
|
| |
By: Ionic Management, LLC |
| |
its Manager |
| |
|
| |
By: |
/s/ Keith Coulston |
| |
|
Name: Keith Coulston |
| |
|
Title: Manager |
| |
|
| |
IONIC MANAGEMENT, LLC |
| |
|
| |
By: |
/s/
Keith Coulston |
| |
|
Name: Keith Coulston |
| |
|
Title: Manager |
| |
|
|
| |
/s/ Brendan O’Neil |
| |
Brendan O’Neil |
| |
|
|
| |
/s/ Keith Coulston |
| |
Keith Coulston |
| CUSIP
No. 71360T200 |
|
13G |
|
Page 10 of 10 Pages |
EXHIBIT
1
JOINT
FILING AGREEMENT
PURSUANT
TO RULE 13d-1(k)
The
undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and
that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the
necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely
filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and
therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the
extent that he or it knows or has reason to believe that such information is inaccurate. The undersigned hereby further agree
that this Joint Filing Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed
to be an original, but all of which counterparts shall together constitute one and the same instrument.
| Date: February 12, 2024 |
IONIC VENTURES, LLC |
| |
|
| |
By: Ionic Management, LLC, |
| |
its Manager |
| |
|
| |
By: |
/s/ Keith Coulston |
| |
|
Name: Keith Coulston |
| |
|
Title: Manager |
| |
|
| |
IONIC MANAGEMENT, LLC |
| |
|
| |
By: |
/s/
Keith Coulston |
| |
|
Name: Keith Coulston |
| |
|
Title: Manager |
| |
|
|
| |
/s/ Brendan O’Neil |
| |
Brendan O’Neil |
| |
|
|
| |
/s/ Keith Coulston |
| |
Keith Coulston |
| |
|
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