UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
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Securities Registered Pursuant to Section 12(b) of the Act:
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The |
Item 1.01 Entry into a Material Definitive Agreement.
On August 7, 2026, ClearOne, Inc. (the “Company”) entered into advisor agreements (the “Advisor Agreements”) with each of First Finance Ltd., Betelgeuse Capital Advisors Inc., Gang3 Capital Ltd. and JJK Holdings Ltd. (the “Advisors”) in connection with past advisory services provided to the Company and to be provided on an ongoing basis. As compensation for each of the Advisors’ services, the Company agreed to issue (i) 25,000 shares of its common stock, par value $0.001 (the “Common Stock”) to First Finance Ltd., (ii) 90,000 shares of Common Stock to Betelgeuse Capital Advisors Inc., (iii) 140,000 shares of Common Stock to Gang3 Capital Ltd. and (iv) 600,000 shares of Common Stock to JJK Holdings Ltd. Each Advisor Agreement is effective as of June 1, 2026 and will continue until the earlier of (i) final completion of the services set out in each Advisor Agreement, or (ii) the Advisor providing ten business days’ prior written notice to the Company, which period may be waived in whole or in part at the Company’s sole discretion. First Finance Ltd. is a majority stockholder of the Company, holding at least a majority of the voting power of the Company’s outstanding shares of capital stock entitled to vote. Eric Boehnke, who has been a director of the Company since June 20, 2025, exercises voting and dispositive power with respect to the shares of our Common Stock beneficially owned by Gang3 Capital Ltd. The Advisor Agreements were entered into in connection with an Agreement and Plan of Merger dated as of July 1, 2026 with CLRO Merger Sub, Inc., Cortigent, Inc. and Vivani Medical, Inc.
The foregoing descriptions of the Advisor Agreements do not purport to be complete and is qualified in its entirety by reference to the full text of the Advisor Agreements, copies of which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit Number |
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Exhibit Title |
| 10.1 | Advisor Agreement, dated as of August 7, 2026, by and between ClearOne, Inc. and First Finance Ltd. | |
| 10.2 | Advisor Agreement, dated as of August 7, 2026, by and between ClearOne, Inc. and Betelgeuse Capital Advisors Inc. | |
| 10.3 | Advisor Agreement, dated as of August 7, 2026, by and between ClearOne, Inc. and Gang3 Capital Ltd. | |
| 10.4 | Advisor Agreement, dated as of August 7, 2026, by and between JJK Holdings Ltd. | |
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104.1 |
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The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
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. |
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Date: August 11, 2026 |
By: |
/s/ Simon Brewer |
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Simon Brewer |
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Chief Financial Officer |