UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communication pursuant to Rule 13e-4© under the Exchange Act (17 CFR 240.13e-4©) |
Securities Registered Pursuant to Section 12(b) of the Act:
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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. ☐
Item 8.01 Other Events.
At a special meeting of stockholders to be held on May 30, 2025 (the “Special Meeting”) of ClearOne, Inc., a Delaware corporation (the “Company”), the Company’s stockholders will vote to approve a proposal to authorize a reverse stock split of the Company’s issued and outstanding common stock, par value $0.001 per share (the “Common Stock”) by a ratio of between 1-for-10 and 1-for-15 (the “Reverse Stock Split Proposal”).
On May 21, 2025, the Company announced that, subject to stockholder approval of the Reverse Stock Split Proposal at the Special Meeting, the Company will effect a 1-for-15 reverse stock split of the Company’s issued and outstanding Common Stock effective at 5:00 p.m. Eastern time on June 2, 2025 (the “Effective Time”). The Company’s common stock will begin trading on a reverse stock split adjusted basis on The Nasdaq Capital Market at market open on June 3, 2025.
The Company’s Board of Directors has approved the 1-for-15 reverse split ratio, and upon stockholder approval of the Reverse Stock Split Proposal at the Special Meeting, immediately following the conclusion of the Special Meeting on May 30, 2025, the Company will file certificate of amendment to its Certificate of Incorporation to effect the Reverse Stock Split at the Effective time.
The Reverse Stock Split is primarily intended to increase the Company’s per share market price of its Common Stock to regain compliance with the minimum per share bid price requirement for continued listing on The Nasdaq Capital Market. The Company’s common stock will continue to trade on The Nasdaq Capital Market under the trading symbol “CLRO,” but will trade under the following new CUSIP number: 18506U203.
As a result of the Reverse Stock Split, every 15 shares of the Company’s issued and outstanding Common Stock will be automatically combined into one new share of Common Stock. No fractional shares will be issued in connection with the Reverse Stock Split. Any fraction of a share resulting from the Reverse Stock Split will be converted to one whole share of Common Stock in lieu of such fractional shares. The par value per share of Common Stock will remain unchanged at $0.001. Proportional adjustments will be made to the number of shares of Common Stock issuable upon the exercise of the Company’s outstanding stock options and warrants, and the number of shares authorized and reserved for issuance pursuant to the Company’s equity incentive plans. The Reverse Stock Split will not alter stockholders’ percentage ownership interest in the Company, except to the extent that the Reverse Stock Split results in fractional ownership as described above. The Reverse Stock Split will not change the authorized number of shares of the Company’s common stock, and will reduce the number of issued and outstanding shares of the Company’s Common Stock from approximately 26.0 million to approximately 1.7 million.
The Company’s transfer agent, Colonial Stock Transfer, will serve as the exchange agent for the Reverse Stock Split. Registered stockholders holding pre-split shares of the Company’s Common Stock electronically in book-entry form are not required to take any action to receive post-split shares. Those stockholders who hold their shares in brokerage accounts or in “street name” will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to each broker's particular processes, and will not be required to take any action in connection with the Reverse Stock Split. Stockholders holding shares of the Company’s Common Stock in certificate form will receive a transmittal letter from Colonial Stock Transfer with instructions as soon as practicable after the Effective Time.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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| 99.1 | Press Release dated May 21, 2025. | |
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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.
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CLEARONE, INC. | |
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Date: May 21, 2025 |
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/s/ Simon Brewer |
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Simon Brewer |
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Chief Financial Officer (Principal Accounting and Principal Financial Officer) |
Exhibit 99.1
ClearOne, Inc. Announces 1-for-15 Reverse Stock Split
SALT LAKE CITY, UTAH – May 21, 2025 – At a special meeting of stockholders to be held on May 30, 2025 (the “Special Meeting”) of ClearOne, Inc. (NASDAQ: CLRO), the Company’s stockholders will vote to approve a proposal to authorize a reverse stock split of the Company’s issued and outstanding common stock, par value $0.001 per share (the “Common Stock”) by a ratio of between 1-for-10 and 1-for-15 (the “Reverse Stock Split Proposal”).
Today the Company announced that, subject to stockholder approval of the Reverse Stock Split Proposal at the Special Meeting, the Company will effect a 1-for-15 reverse stock split of the Company’s issued and outstanding Common Stock effective at 5:00 p.m. Eastern time on June 2, 2025 (the “Effective Time”). The Company’s Common Stock will begin trading on a reverse stock split adjusted basis on The Nasdaq Capital Market at market open on June 3, 2025.
The Company’s Board of Directors has approved the 1-for-15 reverse split ratio, and upon stockholder approval of the Reverse Stock Split Proposal at the Special Meeting, immediately following the conclusion of the Special Meeting on May 30, 2025, the Company will file certificate of amendment to its Certificate of Incorporation to effect the Reverse Stock Split at the Effective time.
The Reverse Stock Split is primarily intended to increase the Company’s per share market price of its Common Stock to regain compliance with the minimum per share bid price requirement for continued listing on The Nasdaq Capital Market. The Company’s common stock will continue to trade on The Nasdaq Capital Market under the trading symbol “CLRO,” but will trade under the following new CUSIP number: 18506U203.
As a result of the Reverse Stock Split, every 15 shares of the Company’s issued and outstanding Common Stock will be automatically combined into one new share of Common Stock. No fractional shares will be issued in connection with the Reverse Stock Split. Any fraction of a share resulting from the Reverse Stock Split will be converted to one whole share of Common Stock in lieu of such fractional shares. The par value per share of Common Stock will remain unchanged at $0.001. Proportional adjustments will be made to the number of shares of Common Stock issuable upon the exercise of the Company’s outstanding stock options and warrants, and the number of shares authorized and reserved for issuance pursuant to the Company’s equity incentive plans. The Reverse Stock Split will not alter stockholders’ percentage ownership interest in the Company, except to the extent that the Reverse Stock Split results in fractional ownership as described above. The Reverse Stock Split will not change the authorized number of shares of the Company’s common stock, and will reduce the number of issued and outstanding shares of the Company’s Common Stock from approximately 26.0 million to approximately 1.7 million.
The Company’s transfer agent, Colonial Stock Transfer, will serve as the exchange agent for the Reverse Stock Split. Registered stockholders holding pre-split shares of the Company’s Common Stock electronically in book-entry form are not required to take any action to receive post-split shares. Those stockholders who hold their shares in brokerage accounts or in “street name” will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to each broker's particular processes, and will not be required to take any action in connection with the Reverse Stock Split. Stockholders holding shares of the Company’s Common Stock in certificate form will receive a transmittal letter from Colonial Stock Transfer with instructions as soon as practicable after the Effective Time.
About ClearOne
ClearOne is a global company that designs, develops, and sells conferencing, collaboration, and network streaming solutions for voice and visual communications. The performance and simplicity of its advanced comprehensive solutions offer unprecedented levels of functionality, reliability, and scalability. Visit ClearOne at www.clearone.com.
Investor Relations Contact:
Simon Brewer
385-426-0565
investor_relations@clearone.com
http://investors.clearone.com
DEI Document |
May 21, 2025 |
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| Cover [Abstract] | |
| Document Type | 8-K |
| Document Period End Date | May 21, 2025 |
| Amendment Flag | false |
| Entity Incorporation, State or Country Code | DE |
| Entity Registrant Name | CLEARONE INC |
| Entity Central Index Key | 0000840715 |
| Trading Symbol | CLRO |
| Security Exchange Name | NASDAQ |
| Title of 12(b) Security | Common Stock, $0.001 |
| Entity Emerging Growth Company | false |
| City Area Code | (801) |
| Local Phone Number | 975-7200 |
| Entity File Number | 001-33660 |
| 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 |
| Entity Tax Identification Number | 87-0398877 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |