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’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.
ClearOne, Inc. is notifying stockholders that holders representing a majority of voting power approved a conversion to reincorporate the company from Delaware to Nevada (the "Nevada Reincorporation"). The board unanimously recommended the action and Consenting Stockholders holding 1,641,162 Common Shares and 1,101,385 Class A Preferred Shares (≈61% voting power and ≈53% of Class A Preferred) delivered written consent. There were 2,675,412 Common Shares and 2,069,065 Class A Preferred Shares outstanding as of the Record Date of March 4, 2026. The Plan of Conversion provides for a one-for-one conversion of each outstanding security into like Nevada securities, continuation of Nasdaq listing under the symbol "CLRO", no change in operations, and that the conversion will be effected under Section 266 of the DGCL and applicable Nevada statutes. The company will mail this Information Statement and will not effect the conversion earlier than twenty (20) calendar days after commencement of mailing.
ClearOne, Inc. entered into a Warrant Repurchase Agreement with CVI Investments, Inc. on March 9, 2026. The company bought back warrants that were exercisable for an aggregate of 24,155 shares of common stock. ClearOne paid $0.9108 per underlying share, for a total cash payment of $22,000, and the repurchased warrants have been cancelled and are no longer exercisable.
First Finance Ltd. and Andrew Hromyk report majority ownership in ClearOne Inc. and a new investment agreement. They disclose beneficial ownership of 1,641,162 shares of ClearOne common stock, or 61.29% of the class, based on 2,677,500 shares outstanding as of March 5, 2026. On March 2, 2026, First Finance Ltd. agreed to purchase 437,500 additional shares and a warrant to buy up to 437,500 shares for a total of $1,750,000. The transaction is expected to close on or around March 6, 2026, with the warrants exercisable six months after closing and expiring two years after closing.