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): December 29, 2023 (December 28, 2023)

 

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©)

 

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

 

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 5.07. Submission of Matters to a Vote of Security Holders.

 

On December 28, 2023 ClearOne, Inc. (the “Company”) held its 2023 annual meeting of shareholders (the “Annual Meeting”) at which shareholders voted on the only proposal listed below. The final voting result with respect to the proposal is also set forth below. As of November 10, 2023, the record date for the Annual Meeting, there were 23,960,684 shares of common stock issued and outstanding. 

 

Election of Directors: All four directors were re-elected to serve terms expiring at the 2024 annual meeting of shareholders or until their successors are duly elected and qualified.

 

 

Nominee		Votes for		Votes withheld		Votes abstained		Broker non-votes
Larry R. Hendricks		16,855,823		179,580		—		—
Lisa B. Higley		16,848,484		186,919		—		—
Eric L. Robinson		16,878,848		156,855		—		—
Bruce Whaley		16,845,421		189,982		—		—

 

Item 7.01               Regulation FD Disclosure

 

On December 28, 2023, ClearOne, Inc. (the “Company”) issued a press release announcing the retirement of the final $1 million of outstanding convertible debt and the receipt of a $6.9 million income tax refund.  A copy of the press release is furnished herewith as exhibit 99.1. 

 

Item 9.01              Financial Statements and Exhibits

 

(d)  Exhibits

 

Exhibit Number		Exhibit Title
99.1		Press Release of ClearOne. Inc. dated December 28, 2023.
104.1		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

The information included in this Current Report on Form 8-K (including the exhibit hereto) is being furnished under Item 7.01, “Regulation FD Disclosure” 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.

 

	CLEARONE, INC.
Date: December 29, 2023	By:	/s/ Narsi Narayanan
		Narsi Narayanan
		Chief Financial Officer (Principal Accounting and Principal Financial Officer)