[D] ClearOne, Inc. (DE) SEC Filing

Rhea-AI Filing Summary

Rocket Companies, Inc. (NYSE: RKT) has filed Amendment No. 1 to its Form S-4 to register shares for the proposed acquisition of Mr. Cooper Group Inc. (NASDAQ: COOP). The deal, executed 31 March 2025, will be effected through a two-step merger in which:

• Each Mr. Cooper share will be converted into 11 shares of Rocket Class A common stock plus cash in lieu of fractional shares.
• Mr. Cooper shareholders will also receive a pre-closing special cash dividend of $2.00 per share.

The fixed 11:1 exchange ratio represents a ~35 % premium to Mr. Cooper’s 30-day VWAP prior to announcement. Post-close, former Mr. Cooper holders are expected to own roughly 25 % of Rocket’s Class A stock (after giving effect to Rocket’s pending Redfin acquisition).

Rocket’s board unanimously approved the transaction and the associated share issuance; Rock Holdings Inc. (79 % voting power) has already delivered written consent, so no further Rocket shareholder vote is required. Mr. Cooper, however, must secure majority approval at a special virtual meeting; its board unanimously recommends the deal.

Financing & Structure:• Rocket obtained $4 bn of senior unsecured notes (2030 & 2033) and retains a $950 m commitment to refinance Mr. Cooper debt and pay fees. • Termination fees: Rocket pays $500 m if it walks; Mr. Cooper pays ~$306.9 m under specified scenarios. • No appraisal rights for Mr. Cooper holders.

Governance: A separate letter agreement ensures that two Mr. Cooper-designated directors join Rocket’s board for at least three years, with protections against removal.

Regulatory & Timing: Parties target Q4 2025 closing, subject to customary regulatory approvals and Mr. Cooper shareholder vote.

Investment Takeaways: The deal expands Rocket’s mortgage servicing footprint, but increases share count well above the 20 % NYSE threshold, diluting existing RKT holders. Mr. Cooper investors lock in a cash dividend and a sizeable premium but will face exposure to Rocket’s share performance until closing.

Positive

• 35 % premium over Mr. Cooper’s 30-day VWAP enhances value for COOP shareholders
• Pre-closing $2.00 cash dividend provides immediate liquidity to COOP investors
• Rocket has secured $4 bn of long-term notes, reducing financing uncertainty
• Written consent from Rock Holdings removes Rocket shareholder hurdle, streamlining timeline
• Governance letter ensures board representation for former COOP stakeholders for three years

Negative

• Rocket will issue more than 20 % new shares, diluting existing RKT holders
• Leverage rises due to $4 bn new debt plus potential $950 m commitment
• Concurrent integration of Mr. Cooper and Redfin elevates execution risk
• Termination fee of $500 m payable by Rocket if it withdraws increases downside exposure
• Deal completion still relies on regulatory approvals and COOP shareholder vote

Insights

Equity Research Analyst

TL;DR – All-stock 11:1 swap gives COOP investors a 35 % premium; RKT gains scale but issues >20 % new shares, creating dilution risk.

The document outlines a sizeable stock-for-stock acquisition where Rocket will absorb Mr. Cooper. From Mr. Cooper’s perspective, the 11-share exchange plus $2 dividend is clearly accretive relative to prevailing market prices. For Rocket, the strategic logic is scale in servicing and cross-sell potential, yet the issuance exceeds 20 % of outstanding shares, triggering NYSE rules and meaningful dilution. Financing has largely been secured via $4 bn senior notes, limiting closing risk, but leverage will rise and integration of parallel Redfin acquisition heightens execution complexity. Overall impact: balanced, with upside from scale offset by dilution and leverage.

M&A Specialist

TL;DR – Structure is clean; voting control, governance seats, and fixed ratio reduce deal risk; termination fees align incentives.

Key merits include pre-secured Rocket consent (79 % holder) eliminating RKT vote, a fixed ratio eliminating collar negotiations, and a governance agreement that smooths board transition. Commitment letter downsized after bond raise signals confident financing. Termination fee asymmetry (COOP $307 m vs. RKT $500 m) reflects buyer certainty. Remaining gating item is COOP shareholder approval; given board support and 35 % premium, odds favor passage. Regulatory hurdles appear standard for mortgage servicing consolidation. Impact deemed modestly positive for both parties if synergies materialize, but not transformational enough to shift valuation dramatically today.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0000840715

CLEARONE COMMUNICATIONS INC

GENTNER COMMUNICATIONS CORP

GENTNER ELECTRONICS CORP

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

CLEARONE INC

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
CLEARONE INC
Street Address 1		Street Address 2
5225 Wiley Post Way		Suite 500
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
Salt Lake City	UTAH	84116	801-975-7200

3. Related Persons

Last Name	First Name	Middle Name
Graham	Derek
Street Address 1	Street Address 2
5225 Wiley Post Way	Suite 500
City	State/Province/Country	ZIP/PostalCode
Salt Lake City	UTAH	84116

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Executive Officer

Last Name	First Name	Middle Name
Brewer	Simon
Street Address 1	Street Address 2
5225 Wiley Post Way	Suite 500
City	State/Province/Country	ZIP/PostalCode
Salt Lake City	UTAH	84116

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Financial Officer

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

X Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-06-20				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security	X	Other (describe)
		Debt convertible to preferred equity

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
Dawson James Securities, Inc.	130645
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
101 North Federal Highway	Suite 600
City	State/Province/Country	ZIP/Postal Code
Boca Raton	FLORIDA	33432
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
CALIFORNIA

13. Offering and Sales Amounts

Total Offering Amount	$3,000,000	USD	or Indefinite
Total Amount Sold	$3,000,000	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

1

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$200,000	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

Placement Agent Fee

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
CLEARONE INC	/s/ Derek Graham	Derek Graham	Chief Executive Officer	2025-07-02

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What is the exchange ratio in the Rocket (RKT) – Mr. Cooper merger?

Each Mr. Cooper share converts into 11 Rocket Class A shares, plus cash in lieu of fractional shares.

Will Mr. Cooper shareholders receive any cash?

Yes. They are entitled to a $2.00 per-share special dividend before the merger closes.

How much ownership will COOP holders have in Rocket after closing?

They are expected to own about 25 % of Rocket’s Class A common stock, assuming completion of the Redfin acquisition.

Is Rocket shareholder approval required for the deal?

No. Rock Holdings (79 % voting power) delivered written consent, satisfying NYSE rules; no further vote is needed.

What are the termination fees under the merger agreement?

Mr. Cooper pays ~$306.9 m under certain scenarios; Rocket would pay $500 m if it terminates the deal.

When is the merger expected to close?

Parties target Q4 2025, subject to regulatory approvals and Mr. Cooper shareholder vote.

Will Mr. Cooper shareholders have appraisal rights?

No. Appraisal rights are not available in connection with this transaction.