ClearOne issues stock under new advisor agreements

Q: What agreements did ClearOne (CLRO) enter into on August 7, 2026?

ClearOne entered into advisor agreements with First Finance Ltd., Betelgeuse Capital Advisors Inc., Gang3 Capital Ltd. and JJK Holdings Ltd. for past and ongoing advisory services related to a merger agreement.

Q: How many ClearOne (CLRO) shares are being issued to each advisor?

ClearOne agreed to issue 25,000 shares to First Finance, 90,000 to Betelgeuse Capital Advisors, 140,000 to Gang3 Capital and 600,000 to JJK Holdings as service compensation.

Q: What is the relationship between First Finance and ClearOne (CLRO)?

First Finance Ltd. is a majority stockholder of ClearOne, holding at least a majority of the voting power of the company’s outstanding capital stock entitled to vote.

Filing Impact

(High)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

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.

Filing Explained

The filing records agreements to issue advisor-compensation shares, but reports an agreement rather than a completed issuance; if issued, the additional shares would increase the total share count and reduce existing holders’ percentage ownership absent offsetting changes.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Shares to First Finance Ltd.: 25,000 shares of Common Stock Shares to Betelgeuse Capital Advisors Inc.: 90,000 shares of Common Stock Shares to Gang3 Capital Ltd.: 140,000 shares of Common Stock +3 more

6 metrics

Shares to First Finance Ltd. 25,000 shares of Common Stock Compensation for advisory services under advisor agreement effective June 1, 2026

Shares to Betelgeuse Capital Advisors Inc. 90,000 shares of Common Stock Compensation for advisory services under advisor agreement effective June 1, 2026

Shares to Gang3 Capital Ltd. 140,000 shares of Common Stock Compensation for advisory services under advisor agreement effective June 1, 2026

Shares to JJK Holdings Ltd. 600,000 shares of Common Stock Compensation for advisory services under advisor agreement effective June 1, 2026

Advisor agreement effective date June 1, 2026 Effective date for each advisor agreement

Termination notice period ten business days Advisor may terminate by written notice, waivable at ClearOne’s discretion

Key Terms

Material Definitive Agreement, Advisor Agreements, Agreement and Plan of Merger, beneficially owned, +1 more

5 terms

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Advisor Agreements financial

"entered into advisor agreements (the “Advisor Agreements”) with each of First Finance"

Agreement and Plan of Merger regulatory

"entered into in connection with an Agreement and Plan of Merger dated as of July 1, 2026"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

beneficially owned financial

"Common Stock beneficially owned by Gang3 Capital Ltd."

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

voting and dispositive power financial

"exercises voting and dispositive power with respect to the shares of our Common Stock"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What agreements did ClearOne (CLRO) enter into on August 7, 2026?

ClearOne entered into advisor agreements with First Finance Ltd., Betelgeuse Capital Advisors Inc., Gang3 Capital Ltd. and JJK Holdings Ltd. for past and ongoing advisory services related to a merger agreement.

How many ClearOne (CLRO) shares are being issued to each advisor?

ClearOne agreed to issue 25,000 shares to First Finance, 90,000 to Betelgeuse Capital Advisors, 140,000 to Gang3 Capital and 600,000 to JJK Holdings as service compensation.

When do the ClearOne (CLRO) advisor agreements become effective and end?

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.

What is the relationship between First Finance and ClearOne (CLRO)?

First Finance Ltd. is a majority stockholder of ClearOne, holding at least a majority of the voting power of the company’s outstanding capital stock entitled to vote.

What is Eric Boehnke’s role in relation to ClearOne (CLRO) and Gang3 Capital?

Eric Boehnke has been a ClearOne director since June 20, 2025 and exercises voting and dispositive power over the ClearOne common shares beneficially owned by Gang3 Capital Ltd.

How are the ClearOne (CLRO) advisor agreements connected to the company’s merger plans?

The advisor agreements were entered into in connection with an Agreement and Plan of Merger involving CLRO Merger Sub, Inc., Cortigent, Inc. and Vivani Medical, Inc.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/11/2026 - 05:21 PM Accepted by SEC EDGAR 08/11/2026 - 05:21 PM

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): August 7, 2026

ClearOne, Inc.

(Exact name of registrant as specified in its charter)

Nevada		001-33660		87-0398877
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

7533 S Center View Ct. # 5311, West Jordan, Utah		84084
(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(c) under the Exchange Act (17 CFR 240.13e-4(c))

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. ☐

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

Item 1.01 Entry into a Material Definitive Agreement.

On August 7, 2026, ClearOne, Inc. (the “Company”) entered into advisor agreements (the “Advisor Agreements”) with each of First Finance Ltd., Betelgeuse Capital Advisors Inc., Gang3 Capital Ltd. and JJK Holdings Ltd. (the “Advisors”) in connection with past advisory services provided to the Company and to be provided on an ongoing basis. As compensation for each of the Advisors’ services, the Company agreed to issue (i) 25,000 shares of its common stock, par value $0.001 (the “Common Stock”) to First Finance Ltd., (ii) 90,000 shares of Common Stock to Betelgeuse Capital Advisors Inc., (iii) 140,000 shares of Common Stock to Gang3 Capital Ltd. and (iv) 600,000 shares of Common Stock to JJK Holdings Ltd. Each Advisor Agreement is effective as of June 1, 2026 and will continue until the earlier of (i) final completion of the services set out in each Advisor Agreement, or (ii) the Advisor providing ten business days’ prior written notice to the Company, which period may be waived in whole or in part at the Company’s sole discretion. First Finance Ltd. is a majority stockholder of the Company, holding at least a majority of the voting power of the Company’s outstanding shares of capital stock entitled to vote. Eric Boehnke, who has been a director of the Company since June 20, 2025, exercises voting and dispositive power with respect to the shares of our Common Stock beneficially owned by Gang3 Capital Ltd. The Advisor Agreements were entered into in connection with an Agreement and Plan of Merger dated as of July 1, 2026 with CLRO Merger Sub, Inc., Cortigent, Inc. and Vivani Medical, Inc.

The foregoing descriptions of the Advisor Agreements do not purport to be complete and is qualified in its entirety by reference to the full text of the Advisor Agreements, copies of which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Exhibit Title
10.1		Advisor Agreement, dated as of August 7, 2026, by and between ClearOne, Inc. and First Finance Ltd.
10.2		Advisor Agreement, dated as of August 7, 2026, by and between ClearOne, Inc. and Betelgeuse Capital Advisors Inc.
10.3		Advisor Agreement, dated as of August 7, 2026, by and between ClearOne, Inc. and Gang3 Capital Ltd.
10.4		Advisor Agreement, dated as of August 7, 2026, by and between JJK Holdings Ltd.
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: August 11, 2026	By:	/s/ Simon Brewer
		Simon Brewer
		Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

9 documents