Will Peraso shareholders back Mobix Labs’ hostile offer after latest dilution move?

Mobix Labs, Inc. (NASDAQ: MOBX) has formally declared its intent to acquire all outstanding shares of Peraso, Inc. (NASDAQ: PRSO) through a hostile exchange offer, according to a recent filing of Form 425 with the U.S. Securities and Exchange Commission. The proposed takeover bid, which will consist of a mix of cash and Mobix Labs stock, marks a significant escalation in the ongoing standoff between the two fabless semiconductor firms.

Mobix Labs stated that its offer aims to provide Peraso shareholders both immediate liquidity and the opportunity to participate in what it describes as the future upside of a “stronger, diversified, and better-capitalized combined entity.”

Why is Mobix Labs launching a hostile takeover for Peraso despite initial talks?

While early-stage discussions reportedly took place between the two companies, Mobix Labs claims that Peraso’s board of directors imposed what it sees as a gag order: a demand that Mobix Labs cease all direct communication with Peraso shareholders as a condition for further talks. The Irvine-based connectivity solutions provider refused to comply, characterizing the move as anti-shareholder and lacking transparency.

Keyvan Samini, President and Chief Financial Officer of Mobix Labs, criticized the communication restrictions as a disservice to Peraso shareholders. He argued that investors deserve “transparency and a clear path to value,” and positioned Mobix Labs as offering a better deal—comprising immediate cash, equity in a more competitive company, and leadership committed to long-term growth.

How does Mobix Labs view Peraso’s latest financing and its impact on shareholders?

The takeover offer follows a financing deal that Mobix Labs claims dilutes Peraso shareholders significantly. Peraso recently lowered the exercise price of certain outstanding warrants, triggering the issuance of 952,380 new shares. In parallel, the Canadian wireless chipset developer issued new five-and-a-half-year warrants equal to the number of shares just issued, a move that Mobix Labs argues effectively doubles shareholder dilution.

Mobix Labs has sharply criticized this transaction as value-destructive, especially given its timing in the midst of a sale process. The firm contends that the new equity agreements and registration requirements for resale within 30 days will add short-term selling pressure to Peraso’s stock. Moreover, Mobix Labs warned that Peraso would be able to pursue more dilutive financings just 20 days from now, potentially compounding the issue.

The intended buyer framed these moves as self-serving actions by entrenched management. Samini went so far as to claim that Peraso’s strategy “undermines shareholder value exactly when it should be preserved.”

What strategic value does Mobix Labs see in acquiring Peraso?

Mobix Labs contends that the acquisition would unlock meaningful synergies by combining Peraso’s 60 GHz millimeter wave product portfolio with its own expanding footprint in aerospace, defense, and advanced wireless solutions. The aim, according to Mobix Labs, is to establish a more vertically integrated and diversified wireless technology company, one with greater customer reach and technological breadth.

Peraso specializes in millimeter wave (mmWave) semiconductors and integrated systems used in fixed wireless, 5G, and consumer electronics. Mobix Labs sees this as complementary to its own product pipeline, which includes frequency synthesizers, antennas, and RF ICs used in mission-critical environments.

What financing resources does Mobix Labs have to support this tender offer?

To support its bid, Mobix Labs points to its access to a headline $100 million equity line of credit. While the full availability of these funds is contingent on share price and liquidity conditions, the company maintains that it has sufficient financial flexibility to complete the acquisition within 75 days of commencing the offer—assuming Peraso does not attempt to block or delay the transaction.

The final transaction will be subject to typical closing conditions, including shareholder approval, Peraso’s waiver of anti-takeover provisions, completion of a valid registration statement on Form S-4, and applicable regulatory clearances.

How is the market and institutional investor community reacting to Mobix Labs’ proposal?

While institutional investors have yet to weigh in publicly, the aggressive language used in Mobix Labs’ SEC filing and press release suggests it is counting on direct shareholder engagement to apply pressure on Peraso’s board. The offer’s dual-component structure—cash and stock—may appeal to investors eager for near-term value while retaining exposure to the post-merger growth potential.

Market observers note that Mobix Labs’ strategy aligns with a broader trend of smaller-cap tech players using M&A to consolidate product pipelines and achieve scale. However, the timing of the offer—just after Peraso’s controversial financing—adds a layer of volatility to investor sentiment.

Analysts believe that unless Peraso’s board responds with a superior proposal or shareholder protections, investor support may begin to tilt in favor of Mobix Labs, especially if the acquirer effectively communicates its integration and growth strategy over the coming weeks.

What comes next in the timeline for Mobix Labs’ takeover attempt?

Mobix Labs is preparing to file a registration statement on Form S-4 with the SEC, after which it plans to formally commence the exchange offer. The offer period, closing window, and tender mechanics will be laid out in the official filings. The firm has reiterated its willingness to negotiate a deal directly with Peraso’s board but has made it clear that it will bypass traditional channels if necessary.

In its press release, Mobix Labs emphasized that this filing does not constitute a final offer or solicitation to sell securities. However, it intends to move ahead unless a negotiated agreement can be reached or Peraso’s board agrees to remove certain shareholder communication restrictions.

If Mobix Labs is successful in its hostile bid, it would mark one of the more aggressive small-cap semiconductor deals of 2025—especially notable for its direct appeals to shareholders and public airing of corporate governance concerns.

What are the key risks to deal completion and potential investor impact?

The path to completion remains fraught with regulatory, structural, and market-based uncertainties. Mobix Labs will need to navigate SEC scrutiny, gain approval from Peraso shareholders, and secure financing on favorable terms without significantly impacting its own capital structure or share price.

Moreover, Peraso retains the ability to adopt defensive measures or engage in last-minute restructuring efforts to block the deal. The possibility of competing bids, shareholder lawsuits, or regulatory interventions—particularly on antitrust or foreign investment grounds—cannot be ruled out.

Both firms are also exposed to macroeconomic factors, including defense sector spending, interest rate volatility, and supply chain fragility within the global semiconductor ecosystem.

For shareholders of Peraso, the weeks ahead may bring heightened trading volumes, speculative swings, and a likely campaign of outreach from both management teams.