CLEARONE INC SEC Filings

ClearOne, Inc. reported results for the quarter ended June 30, 2026 in a wind‑down, pre‑merger state. After selling substantially all operating assets in October 2025, the company has no revenue‑generating operations; activities are limited to warranty support, compliance, and pursuing a merger with Cortigent, Inc.

Total assets were $990 thousand, including cash and cash equivalents of $75 thousand and restricted cash of $447 thousand, against total liabilities of $1.371 million, resulting in negative shareholders’ equity of $381 thousand. For the six months, loss from continuing operations was $1.769 million, and total net loss was $1.401 million, improved from a $7.406 million loss a year earlier when the product business was still active.

The company obtained a related‑party loan facility from its largest shareholder, First Finance, for up to $1.0 million at 11% interest; $500 thousand was outstanding at June 30, 2026 and most undrawn proceeds were restricted. Management states that recurring losses, minimal cash, and the lack of revenue create substantial doubt about the ability to continue as a going concern. Plans to address this depend on closing a reverse‑recapitalization merger with Cortigent and a concurrent S‑1 unit offering of $10–$15 million, both subject to market, regulatory, stockholder, and Nasdaq initial‑listing conditions.

ClearOne, Inc. entered into advisor agreements with First Finance Ltd., Betelgeuse Capital Advisors Inc., Gang3 Capital Ltd. and JJK Holdings Ltd. in connection with past and ongoing advisory services tied to an Agreement and Plan of Merger with CLRO Merger Sub, Inc., Cortigent, Inc. and Vivani Medical, Inc. As compensation, ClearOne agreed to issue 25,000 common shares to First Finance, 90,000 to Betelgeuse, 140,000 to Gang3 and 600,000 to JJK Holdings. Each advisor agreement is effective as of June 1, 2026 and continues until services are completed or the advisor gives ten business days’ written notice, which ClearOne may waive. First Finance is a majority stockholder, and director Eric Boehnke exercises voting and dispositive power over the common shares beneficially owned by Gang3 Capital, highlighting related-party aspects of these arrangements.

ClearOne, Inc. obtained written consents from holders of approximately 61.3% of its common stock, led by First Finance Ltd., to approve two major share issuance actions without holding a stockholder meeting.

The first action authorizes a private sale of units, each consisting of one share of common stock and one warrant, for aggregate gross proceeds of up to $15,000,000. Units are expected to be priced at $3.50 per unit, below the Nasdaq-defined Minimum Price, and could result in the issuance of 20% or more of ClearOne’s outstanding common stock or voting power, excluding any warrant exercises.

The second action approves stock issuances to four advisors for past and ongoing services, including 25,000 shares to First Finance, 90,000 to Betelgeuse, 140,000 to Gang3, and 600,000 to JJK, which together may also reach or exceed a 20% issuance threshold. The company highlights that these transactions may dilute existing holders and could pressure the market price. The filing also details current executive and director compensation, option holdings, and a new employment agreement for CFO Simon Brewer with a $300,000 base salary and options for 200,000 shares tied to a planned Cortigent acquisition.

ClearOne, Inc. plans to merge its wholly owned Merger Sub into Cortigent, Inc., making Cortigent a wholly owned subsidiary and renaming the combined company Cortigent Holdings, Inc., expected to trade on Nasdaq as “CRGT.” At the merger’s effective time, ClearOne will issue 12,500,000 Consideration Shares of common stock to Vivani Medical, Inc. in exchange for all Cortigent equity, plus up to 855,000 Advisor Shares to service providers. Based on 2,675,412 ClearOne shares outstanding, post‑closing ownership is projected at 77.98% for Vivani, 16.69% for existing ClearOne holders, and 5.33% for advisors, resulting in a Nasdaq-defined change of control and substantial dilution. Closing is conditioned on a concurrent equity Financing of $10–$15 million, Nasdaq initial‑listing approval, minimum net cash of $50,000, and customary representations, covenants and no‑MAE conditions. Vivani must lock up 50% of its shares for one year and the remainder for two years, and pre‑closing stockholders receive time‑limited governance protections, including a designated board seat and an Equity Moratorium on most new issuances. Stockholders also approved a new 2026 Omnibus Incentive Plan reserving 2,500,000 shares for equity compensation.

ClearOne, Inc. plans a mixed primary and resale securities transaction and a transformative merger. The company is offering on a best-efforts basis a minimum of 2,857,142 and a maximum of 4,285,714 Units at $3.50 per Unit, each Unit consisting of one share of common stock and a six‑month Warrant exercisable at $10.00 per share. The primary offering targets gross proceeds between $10.0 million and $15.0 million, with estimated net proceeds of about $13.75 million if the maximum is sold, and concurrently registers up to 2,496,162 existing shares for resale by selling stockholders. Common shares outstanding would be 5,532,554 at the minimum and 6,961,126 at the maximum, excluding Warrant exercises. Proceeds are expected to fund repayment of a loan to First Finance Ltd., development and pivotal trials of Cortigent’s Orion and Stroke Recovery Systems, device manufacturing, general working capital and expenses related to a planned merger whereby Cortigent will become a wholly owned subsidiary. Both ClearOne and Cortigent disclose recurring losses, limited cash and substantial doubt about their ability to continue as going concerns, and highlight significant clinical, regulatory, financing and Nasdaq listing risks.

First Finance Ltd. reported disposition transactions in this Form 4 filing.

CLEARONE INC disclosed that 10% owner First Finance Ltd. entered into a Warrant Cancellation Agreement on August 4, 2026, surrendering a Common Stock Purchase Warrant for 437,500 shares of common stock with a $5.00 exercise price for no consideration, pursuant to an Agreement and Plan of Merger involving Cortigent and Vivani Medical, leaving First Finance with no derivative securities.

First Finance Ltd. and Andrew Hromyk report updated beneficial ownership of ClearOne Inc. common stock. First Finance Ltd. directly owns 1,641,162 shares, which represents 61.3% of ClearOne’s common stock based on 2,675,412 shares outstanding as of August 5, 2026. Mr. Hromyk is deemed to beneficially own the same shares through his pecuniary interest in First Finance Ltd.

First Finance originally agreed on March 2, 2026 to purchase 437,500 shares plus a warrant for up to 437,500 additional shares for a total of $1,750,000. On August 4, 2026, in connection with an Agreement and Plan of Merger among ClearOne, CLRO Merger Sub, Cortigent and Vivani Medical, First Finance entered into a Warrant Cancellation Agreement, surrendering and cancelling the warrant for no consideration. Following this cancellation, the reporting persons state they hold no derivative securities and no rights to acquire additional ClearOne shares. They indicate support for the planned merger, under which Vivani is to receive 12,500,000 ClearOne shares as consideration for all Cortigent common stock.

ClearOne, Inc. outlines several corporate actions tied to its planned acquisition of Cortigent. On August 4, 2026 it entered into a warrant cancellation agreement with First Finance Ltd., cancelling warrants to purchase up to 437,500 common shares at $5.00 per share that were exercisable for two years.

On July 31, 2026 ClearOne executed an employment agreement with chief financial officer Simon Brewer, effective upon completion of the Cortigent acquisition. The agreement provides a $300,000 annual base salary, eligibility for a discretionary bonus, and options for up to 200,000 shares at the price of related financing, vesting 25% on each anniversary of the employment agreement, plus six months salary and COBRA benefits if terminated without cause or if he resigns for good reason.

On August 3, 2026 First Finance Ltd., holding approximately 61.3% of the company’s voting power, delivered written consent approving issuance of 12,500,000 common shares in connection with the merger, representing more than 20% of outstanding common stock and resulting in a change of control under Nasdaq Listing Rules 5635(a) and 5635(b), and adopting the 2026 Omnibus Incentive Plan. ClearOne plans to complete these actions no earlier than 20 calendar days after mailing a Schedule 14C information statement to stockholders of record as of July 31, 2026.

ClearOne, Inc. has approved, by written consent of holders of approximately 61.3% of its voting stock, the issuance of 12,500,000 new common shares to Vivani Medical in connection with the acquisition of Cortigent, Inc., and the adoption of a new 2026 Omnibus Incentive Plan.

Upon closing, Merger Sub will merge into Cortigent, which will become a wholly owned subsidiary, and the company will be renamed Cortigent Holdings, Inc. and is expected to trade on Nasdaq as CRGT. Including up to 855,000 advisor shares, post‑transaction shares are projected at 16,030,412, with Vivani holding about 77.98%, existing ClearOne stockholders about 16.69%, and advisors about 5.33%, representing substantial dilution and a change of control under Nasdaq Listing Rules 5635(a) and (b).

The merger is conditioned on a unit financing of $10.0–$15.0 million, Nasdaq initial listing approval and other customary covenants and closing conditions. The 2026 Plan reserves 2,500,000 shares for equity awards. No additional stockholder vote or proxies are being solicited.