M&A - CLEARONE INC

Form Type: 8-K

Filing Date: 2025-06-25

Corporate Action: Acquisition

Type: New

Accession Number: 000175392625001008

Filing Summary: On June 20, 2025, ClearOne, Inc. entered into a Note Purchase Agreement with First Finance Ltd., purchasing $3,000,000 worth of convertible notes in a private placement. These notes will accrue interest at 10% per annum and are convertible into a new series of Class B Convertible Preferred Stock at $1,000 per share. Holders of the Class B Preferred Stock can convert their shares into common stock at a price of $6.008 per share. The agreement allows the Purchaser to buy an additional $2,000,000 of Class B Preferred Stock. ClearOne plans to sell all or substantially all of its assets and distribute the net proceeds to common stockholders, creating Class A Redeemable Preferred Stock to facilitate this process. The issuance of Class A Preferred Stock is expected by July 18, 2025. Business operations have been limited following a reduction in force aimed at managing costs while pursuing asset sale opportunities. Subsequently, the Company received a letter from Nasdaq confirming the reinstatement of its compliance with listing standards. The Board of Directors has been expanded, and new members affiliated with the Purchaser appointed. These changes and the pursuit of an Asset Sale indicate a strategic reorientation of the Company.