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): May 18, 2018 (May 16, 2018)
ClearOne, Inc.
(Exact name of registrant as specified in its charter)
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Utah |
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001-33660 |
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87-0398877 |
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(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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5225 Wiley Post Way, Suite 500, Salt Lake City, Utah |
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84116 |
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(Address of principal executive offices) |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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. [ ]
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On May 16, 2018, ClearOne, Inc. (the “Company”) received a letter from NASDAQ Stock Market stating that the Company no longer complies with NASDAQ Listing Rule 5250(c)(1) as a result of the Company’s delay in filing its Form 10-Q for the three months ended March 31, 2018. The letter was issued by NASDAQ under NASDAQ Listing Rule 5810(c)(2) for the Company’s failure to comply with NASDAQ Listing Rule 5250(c)(1). The Company has 60 calendar days, or until July 16, 2018, to submit to NASDAQ a plan (the “Plan”) to regain compliance with the NASDAQ Listing Rules. The Company intends to file its Quarterly Report with SEC as soon as possible and before the plan has to be submitted to NASDAQ to regain compliance.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
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Exhibit No. |
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Description |
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Exhibit 99.1 |
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Press Release dated May 18, 2018 titled “ClearOne Receives NASDAQ Deficiency Notification Letter”. |
The information included in this Current Report on Form 8-K (including the exhibit hereto) is being furnished under Item 3.01, “Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing” and Item 9.01 “Financial Statements and Exhibits” of Form 8-K. As such, the information (including the exhibit) herein shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. This Current Report (including the exhibit hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.
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.
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ClearOne, Inc., (Registrant) |
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May 16, 2018 |
By: |
/s/ Zeynep Hakimoglu |
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Zeynep Hakimoglu Chief Executive Officer (Principal Executive Officer) |
Exhibit 99.1
ClearOne Receives NASDAQ Deficiency Notification Letter
SALT LAKE CITY, Utah – May 18, 2018 /PRNewswire/ -- ClearOne (NASDAQ: CLRO), a global provider of audio and visual communications solutions, today announced, in accordance with NASDAQ Rules, that it received a notification letter from staff of the NASDAQ Listing Qualifications Department, dated May 16, 2018, stating that ClearOne is not in compliance with NASDAQ Listing Rule 5250(c)(1), which requires timely filing of periodic reports with the Securities and Exchange Commission (SEC). The letter was issued in accordance with standard NASDAQ procedure under NASDAQ Listing Rules.
As previously announced, the filing of ClearOne’s Quarterly Report on Form 10-Q for the three months ended March 31, 2018 (the "Quarterly Report") was delayed as the company needs additional time to complete the Quarterly Report. The delay in filing our Annual Report for the year ended December 31, 2017 impacted the timeliness of filing our Quarterly Report. The company intends to file its Quarterly Report with the SEC as soon as possible and continues to work diligently to finalize its financial statements.
ClearOne has 60 calendar days, or until July 16, 2018, to submit to NASDAQ a plan to regain compliance with the NASDAQ Listing Rules. As previously discussed, ClearOne intends to file its Quarterly Report with SEC as soon as possible and before the plan has to be submitted to NASDAQ to regain compliance.
About ClearOne
ClearOne is a global company that designs, develops and sells conferencing, collaboration, and network streaming solutions for voice and visual communications. The performance and simplicity of its advanced comprehensive solutions offer unprecedented levels of functionality, reliability and scalability. More information about the company can be found at www.clearone.com.
Contact:
Investor Relations
1-801-975-7200
Investor_relations@clearone.com