ClearOne (NASDAQ: CLRO) cancels warrants held by majority owner

Rhea-AI Filing Summary

ClearOne, Inc. entered into a warrant repurchase agreement with its majority stockholder, Edward Dallin Bagley, to buy back outstanding common stock purchase warrants. These warrants, issued on September 12, 2021, were exercisable for an aggregate of 18,940 shares of ClearOne common stock. The company paid $0.6504 per share underlying the warrants, for a total cash purchase price of $12,319. Upon settlement of the transaction, the warrants were cancelled and no longer give any right to acquire ClearOne shares, modestly reducing potential future dilution in exchange for a small cash outlay.

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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): September 18, 2025 (September 17, 2025)

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©)

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 September 17, 2025, ClearOne, Inc. (the “Company”) entered into a Warrant Repurchase Agreement (the “Agreement”) with Edward Dallin Bagley (“Dal”), pursuant to which the Company repurchased certain outstanding common stock purchase warrants previously issued to Dal. Edward Dallin Bagley, the counterparty to the Agreement, is the Company’s majority stockholder.

The repurchased warrants, issued on September 12, 2021, were exercisable for an aggregate of 18,940 shares of the Company’s common stock, par value $0.001 per share. Under the terms of the Agreement, the Company repurchased the warrants for a cash payment of $0.6504 per share underlying the warrants, representing an aggregate purchase price of $12,319. Upon settlement of the transaction, the warrants were cancelled and are of no further force or effect.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 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		Warrant Repurchase Agreement, dated September 17, 2025, by and between ClearOne, Inc. and Edward Dallin Bagley.

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: September 17, 2025	By:	/s/ Derek Graham
		Derek Graham
		Chief Executive Officer

FAQ

What did ClearOne (CLRO) announce in this 8-K filing?

ClearOne reported that it entered into a Warrant Repurchase Agreement with its majority stockholder, Edward Dallin Bagley, to repurchase and cancel certain outstanding common stock purchase warrants.

How many ClearOne warrants were repurchased from the majority stockholder?

The repurchased warrants were exercisable for an aggregate of 18,940 shares of ClearOne's common stock.

What price did ClearOne pay to repurchase the warrants?

ClearOne paid $0.6504 per share underlying the warrants, resulting in an aggregate purchase price of $12,319.

What happened to the ClearOne warrants after the repurchase?

Upon settlement of the transaction, the warrants were cancelled and are of no further force or effect, meaning they no longer permit the purchase of ClearOne shares.

Who is the counterparty to ClearOne's warrant repurchase agreement?

The counterparty is Edward Dallin Bagley, who is identified as ClearOne's majority stockholder.

Where can investors see the full terms of the ClearOne warrant repurchase?

The complete terms are contained in the Warrant Repurchase Agreement filed as Exhibit 10.1, which is incorporated by reference into the report.