8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 11, 2023

ClearOne, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-33660	87-0398877
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

5225 Wiley Post Way, Suite 500, Salt Lake City, Utah	84116
(Address of principal executive offices)	(Zip Code)

+1 (801) 975-7200

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communication pursuant to Rule 13e-4© under the Exchange Act (17 CFR 240.13e-4©)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).    Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities Registered Pursuant to Section 12(b) of the Act:  

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001	CLRO	The NASDAQ Capital Market

Item 8.01               Other Events.

As previously announced, ClearOne, Inc. (the “Company”) declared a special one-time cash dividend of $1.00 per share of the Company’s common stock, payable on May 31, 2023 to shareholders of record on May 22, 2023.  On May 11, 2023, the Company issued a press release clarifying that the ex-dividend date for the special one-time cash divided was June 1, 2023. FINRA UPC (Uniform Practice Code) Rule 11140 provides that, in respect to dividends or distributions that are twenty-five percent or greater of the value of the subject security, the ex-dividend date shall be the first business day following the payable date. Accordingly, stockholder of the Company that sells shares of the Company’s common stock on or prior to the payment date of May 31, 2023 will not receive the one-time special cash dividend for the Company shares that are sold.

A copy of the Company’s press release is filed herewith as Exhibit 99.1.

Item 9.01              Financial Statements and Exhibits

(d)  Exhibits

Exhibit Number	Exhibit Title
99.1	Press Release of ClearOne, Inc. dated May 11, 2023.
104.1	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CLEARONE, INC.
Date: May 12, 2023	By:	/s/ Narsi Narayanan
		Narsi Narayanan
		Chief Financial Officer (Principal Accounting and Principal Financial Officer)

EX-99.1

Exhibit 99.1

ClearOne Clarified Ex-Dividend Date for Special One-time Cash Dividend

SALT LAKE CITY - (BUSINESS WIRE) - May 11, 2023 -ClearOne(NASDAQ: CLRO) today clarified that the ex-dividend date will be June 1, 2023 for ClearOne’s previously announced one-time special cash dividend of$1.00per share ofClearOnecommon stock, payable onMay 31, 2023to shareholders of record onMay 22, 2023.

FINRA UPC (Uniform Practice Code) Rule 11140 provides that, in respect to dividends or distributions that are twenty-five percent or greater of the value of the subject security, the ex-dividend date shall be the first business day following the payable date. Accordingly, a ClearOne investor that sells shares of ClearOne common stock on or prior to the payment date of May 31, 2023 will not receive the one-time special cash dividend for the ClearOne shares that are sold.

About ClearOne
ClearOne is a global market leader enabling conferencing, collaboration, and network streaming solutions. The performance and simplicity of its advanced, comprehensive solutions offer unprecedented levels of functionality, reliability, and scalability. Visit ClearOne atwww.clearone.com.

This release contains "forward-looking" statements that are based on present circumstances and onClearOne'spredictions with respect to events that have not occurred, that may not occur, or that may occur with different consequences and timing than those now assumed or anticipated. Such forward-looking statements, including the expected future payment of dividends and any statements of the plans and objectives of management for future operations and forecasts of future growth and value, are not guarantees of future performance or results and involve risks and uncertainties that could cause actual events or results to differ materially from the events or results described in the forward-looking statements. Such forward-looking statements are made only as of the date of this release andClearOneassumes no obligation to update forward-looking statements to reflect subsequent events or circumstances. Readers should not place undue reliance on these forward-looking statements.

Contact:

Narsi Narayanan
385-426-0565
investor_relations@clearone.com
http://investors.clearone.com

Source:ClearOne, Inc.

XML

DEI Document	May 11, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 11, 2023
Amendment Flag	false
Entity Registrant Name	CLEARONE INC
Entity Central Index Key	0000840715
Entity Incorporation, State or Country Code	DE
Entity File Number	001-33660
Entity Tax Identification Number	87-0398877
Entity Address, Address Line One	5225 Wiley Post Way, Suite 500
Entity Address, City or Town	Salt Lake City
Entity Address, State or Province	UT
Entity Address, Postal Zip Code	84116
City Area Code	(801)
Local Phone Number	975-7200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, $0.001
Trading Symbol	CLRO
Security Exchange Name	NASDAQ