ClearOne Inc. (CLRO) majority holder cancels warrant as Cortigent merger proceeds

Rhea-AI Filing Summary

First Finance Ltd. and Andrew Hromyk report updated beneficial ownership of ClearOne Inc. common stock. First Finance Ltd. directly owns 1,641,162 shares, which represents 61.3% of ClearOne’s common stock based on 2,675,412 shares outstanding as of August 5, 2026. Mr. Hromyk is deemed to beneficially own the same shares through his pecuniary interest in First Finance Ltd.

First Finance originally agreed on March 2, 2026 to purchase 437,500 shares plus a warrant for up to 437,500 additional shares for a total of $1,750,000. On August 4, 2026, in connection with an Agreement and Plan of Merger among ClearOne, CLRO Merger Sub, Cortigent and Vivani Medical, First Finance entered into a Warrant Cancellation Agreement, surrendering and cancelling the warrant for no consideration. Following this cancellation, the reporting persons state they hold no derivative securities and no rights to acquire additional ClearOne shares. They indicate support for the planned merger, under which Vivani is to receive 12,500,000 ClearOne shares as consideration for all Cortigent common stock.

Key Figures

Shares beneficially owned: 1,641,162 shares Ownership percentage: 61.3% Shares outstanding: 2,675,412 shares +4 more

7 metrics

Shares beneficially owned 1,641,162 shares ClearOne common stock held by First Finance Ltd. and beneficially owned by Andrew Hromyk

Ownership percentage 61.3% Portion of ClearOne common stock represented by 1,641,162 shares based on 2,675,412 shares outstanding

Shares outstanding 2,675,412 shares Aggregate ClearOne common shares issued and outstanding as of August 5, 2026

Initial purchase price $1,750,000 Total consideration for 437,500 shares and a warrant to purchase up to 437,500 shares on March 2, 2026

Common shares initially purchased 437,500 shares Number of ClearOne shares acquired by First Finance Ltd. under the Securities Purchase Agreement

Warrant shares cancelled 437,500 shares Maximum number of ClearOne shares previously purchasable under the warrant cancelled on August 4, 2026

Merger consideration shares 12,500,000 shares ClearOne common shares to be issued to Vivani Medical as consideration for all Cortigent common stock

Key Terms

Securities Purchase Agreement, Agreement and Plan of Merger, Warrant Cancellation Agreement, beneficially owns, +2 more

6 terms

Securities Purchase Agreement financial

"First Finance Ltd. entered into a Securities Purchase Agreement with ClearOne, Inc."

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

Agreement and Plan of Merger financial

"pursuant to the Agreement and Plan of Merger by and among the Issuer, CLRO Merger Sub, Inc., Cortigent, Inc., and Vivani Medical, Inc."

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.

Warrant Cancellation Agreement financial

"First Finance Ltd. entered into a Warrant Cancellation Agreement with the Issuer pursuant to which First Finance Ltd. surrendered and cancelled the Warrant"

beneficially owns financial

"Mr. Hromyk beneficially owns 1,641,162 shares of the Issuer's common stock"

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

pecuniary interest financial

"resulting from Mr. Hromyk's pecuniary interest in First Finance Ltd."

Rule 13d-3(d)(1) regulatory

"constitute approximately 61.3% of the common stock of the Issuer as calculated in accordance with Rule 13d-3(d)(1)"

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FAQ

How many CLRO shares does First Finance Ltd. currently beneficially own?

First Finance Ltd. beneficially owns 1,641,162 shares of ClearOne (CLRO) common stock. Based on 2,675,412 shares outstanding as of August 5, 2026, this stake represents approximately 61.3% of the company’s outstanding common stock under Rule 13d-3(d)(1).

What change to First Finance Ltd.’s CLRO warrant position is reported here?

First Finance Ltd. reports that its warrant to purchase up to 437,500 ClearOne shares was surrendered and cancelled on August 4, 2026. The Warrant Cancellation Agreement provided for cancellation for no consideration, leaving the reporting persons with no derivative securities of ClearOne.

How did First Finance Ltd. initially invest in ClearOne (CLRO)?

On March 2, 2026, First Finance Ltd. agreed to purchase 437,500 ClearOne shares and a warrant for up to 437,500 additional shares for a total purchase price of $1,750,000. The transaction closed on or around March 6, 2026.

What is Andrew Hromyk’s beneficial ownership in ClearOne (CLRO)?

Andrew Hromyk is reported to beneficially own 1,641,162 ClearOne shares through his pecuniary interest in First Finance Ltd. This holding represents approximately 61.3% of ClearOne’s outstanding common stock, calculated using 2,675,412 shares outstanding as of August 5, 2026.

How is the Cortigent–Vivani–ClearOne merger expected to affect CLRO share issuance?

Under the Agreement and Plan of Merger, Vivani Medical is to receive 12,500,000 ClearOne shares as consideration for all outstanding Cortigent common stock. The reporting persons, as majority owners, state they are supportive of the Merger Agreement and reference ClearOne’s prior Form 8-K disclosure.

Do the reporting persons retain any rights to acquire additional CLRO shares?

Following the August 4, 2026 Warrant Cancellation Agreement, the reporting persons state they hold no derivative securities of ClearOne and no right to acquire additional shares. Their interest now consists solely of the 1,641,162 outstanding shares of common stock held by First Finance Ltd.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

CLEARONE INC

(Name of Issuer)

Common Stock, Par Value $0.001 Per Share

(Title of Class of Securities)

18506U203

(CUSIP Number)

Benasz Hansotia
c/o Sichenzia Ross Ference Carmel LLP, 1185 Avenue of the Americas, 26th Floor
New York, NY, 10036
646-885-6532

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/04/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 18506U203

1

Name of reporting person

First Finance Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,641,162.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,641,162.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,641,162.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

61.3 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 18506U203

1

Name of reporting person

Hromyk Andrew

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,641,162.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,641,162.00

11

Aggregate amount beneficially owned by each reporting person

1,641,162.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

61.3 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, Par Value $0.001 Per Share
(b)	Name of Issuer: CLEARONE INC
(c)	Address of Issuer's Principal Executive Offices: 7533 S Center View Ct. #5311, West Jordan, UTAH , 84084.
Item 3.	Source and Amount of Funds or Other Consideration
	On March 2, 2026, First Finance Ltd. entered into a Securities Purchase Agreement with ClearOne, Inc. (the "Issuer") pursuant to which First Finance Ltd. agreed to acquire, for a total purchase price of $1,750,000, (i) 437,500 shares of the Issuer's common stock and (ii) a warrant to purchase up to 437,500 shares of common stock (the "Warrant"). The transaction closed on or around March 6, 2026. On August 4, 2026, pursuant to the Agreement and Plan of Merger (the "Merger Agreement") by and among the Issuer, CLRO Merger Sub, Inc., a wholly-owned subsidiary of the Issuer ("Merger Sub"), Cortigent, Inc. ("Cortigent"), and Vivani Medical, Inc. ("Vivani"), pursuant to which Merger Sub will merge with and into Cortigent, with Cortigent surviving as a wholly-owned subsidiary of the Issuer, First Finance Ltd. entered into a Warrant Cancellation Agreement with the Issuer pursuant to which First Finance Ltd. surrendered and cancelled the Warrant in its entirety for no consideration. As a result of the Warrant Cancellation Agreement, First Finance Ltd. no longer holds any derivative securities of the Issuer.
Item 4.	Purpose of Transaction
	This Amendment No. 3 is being filed to report the cancellation of the Warrant in its entirety for no consideration. On July 1, 2026, the Issuer entered into the Merger Agreement, pursuant to which Merger Sub will merge with and into Cortigent, with Cortigent surviving as a wholly-owned subsidiary of the Issuer. As consideration for all of the issued and outstanding shares of common stock of Cortigent, Vivani will receive 12,500,000 shares of the Issuer's common stock. The Merger Agreement was disclosed by the Issuer in a Current Report on Form 8-K filed with the SEC on July 6, 2026. As the majority beneficial owner of the Issuer's common stock, the Reporting Persons are supportive of the Merger Agreement. Except as described herein, the Reporting Persons have no plans or proposals which relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to change their plans and intentions at any time, as they deem appropriate.
Item 5.	Interest in Securities of the Issuer
(a)	First Finance Ltd. directly owns 1,641,162 shares of the Issuer's common stock. Based upon an aggregate of 2,675,412 shares of common stock issued and outstanding as of August 5, 2026, according to information provided by the Issuer, the shares of the Issuer's common stock owned by First Finance Ltd. constitute approximately 61.3% of the common stock of the Issuer as calculated in accordance with Rule 13d-3(d)(1). Mr. Hromyk beneficially owns 1,641,162 shares of the Issuer's common stock, resulting from Mr. Hromyk's pecuniary interest in First Finance Ltd., constituting approximately 61.3% of the common stock of the Issuer. Following the cancellation of the Warrant on August 4, 2026, neither First Finance Ltd. nor Mr. Hromyk holds any derivative securities of the Issuer.
(b)	First Finance Ltd. beneficially owns 1,641,162 shares of the Issuer's common stock. Mr. Hromyk beneficially owns 1,641,162 shares of the Issuer's common stock, resulting from Mr. Hromyk's pecuniary interest in First Finance Ltd. Neither First Finance Ltd. nor Mr. Hromyk holds any right to acquire additional shares of the Issuer's common stock.
(c)	On August 4, 2026, pursuant to the Merger Agreement, First Finance Ltd. entered into the Warrant Cancellation Agreement with the Issuer as described in Item 3 above. Except as set forth herein, the Reporting Persons have not effected any other transactions in any securities of the Issuer in the past 60 days.
(d)	N/A
(e)	N/A
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	On August 4, 2026, pursuant to the Merger Agreement, First Finance Ltd. entered into the Warrant Cancellation Agreement with the Issuer, pursuant to which First Finance Ltd. surrendered and cancelled the Warrant to purchase up to 437,500 shares of the Issuer's common stock for no consideration. A copy of the Warrant Cancellation Agreement is filed as an exhibit hereto.
Item 7.	Material to be Filed as Exhibits.
	99.1 - Warrant Cancellation Agreement, dated as of August 4, 2026, by and between ClearOne, Inc. and First Finance Ltd. (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on August 5, 2026). 99.2 - Joint Filing Agreement, dated as of November 26, 2025, by and between Andrew Hromyk and First Finance Ltd. (previously filed as an exhibit to Amendment No. 1).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

First Finance Ltd.

Signature:	/s/ Andrew Hromyk
Name/Title:	Andrew Hromyk, Principal
Date:	08/06/2026

Hromyk Andrew

Signature:	/s/ Andrew Hromyk
Name/Title:	Andrew Hromyk, Self
Date:	08/06/2026