ClearOne (CLRO) majority holders approve reincorporation from Delaware to Nevada

Rhea-AI Filing Summary

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.

Insights

Corporate governance and securities lawyer

ClearOne is shifting its corporate home from Delaware to Nevada after majority stockholder consent.

ClearOne received written consent from holders of a majority of its voting power and Class A Preferred Stock to reincorporate from Delaware to Nevada by conversion. This is a structural legal change rather than an operating or financial event.

The move will be implemented through a plan of conversion, new Nevada articles of incorporation, and Nevada bylaws, which will be included with a Schedule 14C information statement mailed to stockholders of record on March 4, 2026. Governance rights and legal protections may differ under Nevada law compared with Delaware.

The company plans to effect the Nevada reincorporation no earlier than 20 calendar days after mailing the Schedule 14C, in line with Rule 14c-2. Subsequent company disclosures will detail how the new Nevada charter and bylaws compare to the prior Delaware documents.

0000840715 false CLEARONE INC 00008407152026-03-172026-03-17

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): March 17, 2026 (March 12, 2026)

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©)

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

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 5.07              Submission of Matters to a Vote of Security Holders.

On March 12, 2026, (i) certain stockholders (collectively, the “Consenting Stockholders”) of ClearOne, Inc. (the “Company”) holding at least a majority of the voting power of the Company’s outstanding shares of capital stock entitled to vote and (ii) holders of at least a majority of the Company’s outstanding shares of Class A Preferred Stock, adopted resolutions by written consent (the “Written Consent”) in lieu of a meeting of stockholders to approve the reincorporation of the Company from the State of Delaware to the State of Nevada by conversion (the “Nevada Reincorporation”). In connection with the Nevada Reincorporation, the Company will file with the U.S. Securities and Exchange Commission an information statement on Schedule 14C (the “Schedule 14C”) that will be mailed to all holders of record of the Company’s voting capital stock as of the close of business on March 4, 2026 (the “Record Date”).  Copies of the proposed plan of conversion, Nevada articles of incorporation and Nevada bylaws will be filed as appendices to the Schedule 14C.

The Consenting Stockholders are, collectively, First Finance, Ltd., Edward Dallin Bagley, Edward Dallin Bagley as trustee of the Edward Dallin Bagley Revocable Living Trust, Lisa Higley as trustee of the Edward Dallin Bagley Irrevocable Living Trust, Bryan Bagley and Carolyn Bagley. As of the close of business on the Record Date, the Consenting Stockholders together held 1,641,162 shares of the Company’s Common Stock and 1,101,385 shares of the Company’s Class A Preferred Stock, representing approximately 61% of the voting power of our outstanding shares of capital stock entitled to vote and approximately 53% of the outstanding shares of Class A Preferred Stock.

In accordance with Rule 14c-2 under the Exchange Act, the Company plans to effectuate the Nevada Reincorporation no earlier than twenty (20) calendar days after the commencement of mailing of the Schedule 14C to the Company’s stockholders.

Item 9.01              Financial Statements and Exhibits

(d)  Exhibits

Exhibit Number		Exhibit Title
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: March 17, 2026	By:	/s/ Simon Brewer
		Simon Brewer
		Chief Financial Officer

FAQ

What did ClearOne (CLRO) announce regarding its state of incorporation?

ClearOne obtained written consent from majority stockholders to reincorporate from Delaware to Nevada by conversion. This changes the company’s legal home and governing law but does not, by itself, alter its business operations or Nasdaq Capital Market listing.

Who are the Consenting Stockholders approving ClearOne’s Nevada reincorporation?

The Consenting Stockholders include First Finance, Ltd., Edward Dallin Bagley, related Bagley trusts, and family members Bryan and Carolyn Bagley. Together, they hold a controlling voting position that allowed approval by written consent instead of a stockholder meeting.

How much voting power supported ClearOne’s move to Nevada?

As of March 4, 2026, the Consenting Stockholders held 1,641,162 Common shares and 1,101,385 Class A Preferred shares. This represented about 61% of the company’s voting power and about 53% of the outstanding Class A Preferred Stock, sufficient to approve the change.

How and when will ClearOne complete the Nevada reincorporation?

ClearOne will mail a Schedule 14C information statement to stockholders of record as of March 4, 2026. Under Rule 14c-2, the company plans to effect the Nevada reincorporation no earlier than 20 calendar days after mailing that Schedule 14C.

What documents will ClearOne provide about the Nevada reincorporation?

ClearOne will file a Schedule 14C information statement with the SEC, including the plan of conversion, Nevada articles of incorporation, and Nevada bylaws as appendices. These documents explain the mechanics and governance terms of the move from Delaware to Nevada.

Does ClearOne’s Nevada reincorporation affect its CLRO Nasdaq listing?

The disclosure states that ClearOne will change its state of incorporation from Delaware to Nevada by conversion. It does not indicate any change to the company’s Common Stock trading on the Nasdaq Capital Market under the CLRO symbol.

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-101 DEFINITION 902 B
• EX-101 PRESENTATION 12.9 KB
• EX-101 CALCULATION 903 B
• EX-101 LABEL 17.1 KB
• EX-101 SCHEMA 3.7 KB