Welcome to our dedicated page for Clearone SEC filings (Ticker: CLRO), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
ClearOne, Inc. filings document material events tied to its public-company status, capital structure, governance, and post-asset-sale corporate administration. Form 8-K disclosures cover the completed reincorporation from Delaware to Nevada, related articles and bylaws, authorized common and preferred stock, and stockholder voting through written consent and Schedule 14C materials.
The filing record also includes material agreements and corporate-status disclosures, including lease termination arrangements, warrant repurchase and cancellation, a settlement involving the ClearOne Spain subsidiary, executive transition arrangements, and Nasdaq continued-listing compliance notices. These filings describe ClearOne’s remaining obligations, preferred-stock designations, governance documents, and contractual matters after the sale of legacy operating assets.
ClearOne, Inc. has entered into a definitive merger agreement to acquire Cortigent, Inc., issuing 12,500,000 ClearOne shares to Vivani Medical as consideration. After closing, Vivani is anticipated to own about 59.4%–67.5% of the combined company, while current ClearOne shareholders are expected to hold roughly 12.7%–14.4%.
The combined company will be renamed Cortigent Holdings, Inc. and is expected to trade on Nasdaq under the ticker “CRGT.” ClearOne plans a concurrent Form S-1 unit financing to raise between $10,000,000 and $15,000,000, and will observe a 12‑month equity issuance moratorium with limited exceptions. New leadership and board members drawn from both sides will oversee a neuromodulation-focused business built around Cortigent’s precision neurostimulation technology.
ClearOne, Inc. entered into a new Loan Agreement with First Finance Ltd. under which First Finance agreed to lend the company up to $1,000,000 in total. The loan is structured in tranches, starting with an initial $500,000 draw and additional $250,000 tranches on mutually agreed dates.
The loan carries an 11% annual interest rate, calculated daily, and matures on the earlier of six months after June 30, 2026 or another date agreed in writing. It includes customary events of default that can accelerate repayment. ClearOne plans to use the proceeds for general working capital needs.
ClearOne, Inc. filed a shelf registration on Form S-3 to offer, from time to time, up to $50,000,000 aggregate of securities including common stock, preferred stock, debt securities, warrants, rights, subscription receipts and units. Offerings may be in one or more classes, at varying prices and by various distribution methods, with specific terms to be provided in prospectus supplements.
The prospectus states proceeds will be used for general corporate purposes, and that supplements and incorporated reports will supply finalized terms and risk factors; as of June 24, 2026, 2,675,412 common shares were issued and outstanding.
ClearOne’s Q1 2026 report shows a shell-like company focused on wind-down and strategic options rather than operations. Following the October 2025 $3.0 million asset sale to Biamp, continuing operations generated no revenue and posted a $850 thousand loss from continuing operations.
Including a $363 thousand profit from discontinued operations and a $793 thousand tax benefit release, net loss narrowed to $487 thousand versus $2.834 million a year earlier. Cash and cash equivalents were $1.053 million as of March 31, 2026, supported by a $1.750 million March 2026 private placement with major holder First Finance Ltd.
Management highlights “substantial doubt” about the company’s ability to continue as a going concern, given ongoing losses, minimal revenue, and limited operations. Subsequent events include a Nasdaq deficiency notice over continued listing standards, termination of the main office lease, redemption of Class A preferred shares, and completion of reincorporation from Delaware to Nevada.
ClearOne, Inc. has completed a legal reincorporation from Delaware to Nevada effective April 22, 2026, at 4:00 p.m. Eastern Time. The company’s name remains ClearOne, Inc., and its business, assets, liabilities, and operations are unchanged.
ClearOne is now governed by Nevada law, along with new Nevada Articles of Incorporation and Nevada Bylaws. The Nevada Articles authorize 200,000,000 shares of capital stock, including 150,000,000 shares of common stock and 50,000,000 shares of preferred stock, both with a par value of $0.001 per share.
Of the preferred stock, 2,069,065 shares are designated as Class A Redeemable Preferred Stock and 5,100 shares as Class B Convertible Preferred Stock, with detailed rights set out in schedules to the Nevada Articles. The company’s common stock continues to trade on The Nasdaq Capital Market under the symbol CLRO.
ClearOne, Inc. disclosed three key actions. First, Nasdaq notified the company on April 7, 2026 that it no longer meets any of the alternative continued listing standards under Rule 5550(b), and ClearOne has until May 22, 2026 to submit a compliance plan.
The company also entered a lease termination agreement for its former Salt Lake City corporate offices, paying a $300,000 fee in exchange for release from future obligations, including about $376,359 in rent and $53,240 in restoration charges.
Separately, the board approved mandatory redemption of all Class A Redeemable Preferred Stock on April 21, 2026 at their $0.001 par value per share, with the aggregate redemption price to be deposited with the transfer agent around April 14, 2026.
ClearOne, Inc. kept leadership continuity by arranging for Derek L. Graham to continue serving as chief executive officer on a transitional basis after his prior employment agreement expired on March 31, 2026. On April 1, 2026, the company and Mr. Graham signed a Letter Agreement covering this new arrangement.
Under the Letter Agreement, Mr. Graham will provide consulting services for up to ten hours per week at a rate of $160 per hour while continuing to perform all CEO functions. The agreement does not have a fixed term and may be terminated at any time by either ClearOne or Mr. Graham.
ClearOne, Inc. informed stockholders that holders owning a majority of voting power approved reincorporation from Delaware to Nevada by written consent. The Written Consent was delivered on or before March 12, 2026 by consenting holders representing approximately 61% of voting power. The Information Statement is being mailed on or about April 2, 2026, and the conversion will be effected no earlier than twenty (20) calendar days after mailing commences. Under the Plan of Conversion, each outstanding share of Common Stock and each class of Preferred Stock will convert one-for-one into like shares of the Nevada corporation; the Common Stock is expected to continue trading on Nasdaq under the symbol CLRO. The statement summarizes appraisal rights available to holders of Class A Preferred Stock under Section 262 of the Delaware General Corporation Law.
ClearOne, Inc. used 2025 to sell essentially all of its historical operating assets and is now a transition-stage public shell focused on winding down legacy obligations and seeking strategic transactions. The October 24, 2025 asset sale to Biamp Systems generated $3.0 million of gross cash proceeds and moved conferencing and collaboration products into discontinued operations.
For 2025, ClearOne reported a net loss of $26.1 million, including a $21.5 million loss from discontinued operations and a $4.6 million loss from continuing operations. Discontinued operations suffered from falling revenue, inventory write-downs, restructuring costs, and a loss on sale. Continuing operations generated no revenue in the fourth quarter and now consist mainly of warranty support, public-company compliance, and asset liquidation.
At December 31, 2025, the company held $0.74 million in cash, cash equivalents, and restricted cash and had negative shareholders’ equity of $0.7 million, while its auditor highlighted substantial doubt about its ability to continue as a going concern. ClearOne faces Nasdaq delisting risk for failing all quantitative listing standards. After year-end, a private placement with its largest stockholder raised $1.75 million in gross proceeds, partially easing near-term liquidity but increasing ownership concentration to about 61.3%.
ClearOne, Inc. has obtained written stockholder approval to change its state of incorporation from Delaware to Nevada by conversion. Certain major stockholders, called the Consenting Stockholders, approved the Nevada reincorporation by written consent instead of holding a stockholder meeting.
These Consenting Stockholders together held 1,641,162 shares of Common Stock and 1,101,385 shares of Class A Preferred Stock as of March 4, 2026, representing about 61% of the voting power and about 53% of the Class A Preferred Stock. ClearOne will send an information statement on Schedule 14C to stockholders of record as of March 4, 2026 and plans to complete the move to Nevada no earlier than 20 calendar days after mailing.