CLEARONE INC — Capital/Financing Update 2025

Sep 19, 2025

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 (Septe mber 16 , 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 16, 2025, ClearOne, Inc. (the “Company”) entered into a Warrant Repurchase Agreement (the “Agreement”) with Edward Bryan Bagley (“ Edwardl ”), pursuant to which the Company repurchased certain outstanding common stock purchase warrants previously issued to Edward.

The repurchased warrants, issued on December 17, 2019, were exercisable for an aggregate of 3,788 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 $2,464. 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 16, 2025, by and between ClearOne, Inc. and Edward Bryan 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.

/s/ Derek Graham
Derek Graham
Chief Executive Officer