03/17/2026 | Press release | Distributed by Public on 03/17/2026 14:43
On March 12,2026, (i) certain stockholders(collectively, the "Consenting Stockholders")of ClearOne, Inc. (the "Company")holding at least a majority of the voting power of the Company'soutstanding shares of capital stock entitled to vote and (ii) holders of at least a majority ofthe Company'soutstanding shares of Class A Preferred Stock, adopted resolutions by written consent(the "Written Consent")in lieu of a meeting of stockholders to approve the reincorporation of the Company from the State of Delaware to the State of Nevada by conversion (the "Nevada Reincorporation"). In connection with the Nevada Reincorporation, the Company will file with the U.S. Securities and Exchange Commission an information statement on Schedule 14C(the "Schedule 14C")that will be mailed to all holders of record of the Company's voting capital stock as of the close of business on March 4, 2026 (the "Record Date").Copies of the proposed plan of conversion, Nevada articles of incorporation and Nevada bylaws will be filed as appendices to the Schedule 14C.
The Consenting Stockholders are, collectively, First Finance, Ltd., Edward Dallin Bagley, Edward Dallin Bagley as trustee of the Edward Dallin Bagley Revocable Living Trust, Lisa Higley as trustee of the Edward Dallin Bagley Irrevocable Living Trust, Bryan Bagley and Carolyn Bagley. As of the close of business on the Record Date, the Consenting Stockholders together held 1,641,162 shares of the Company's Common Stock and 1,101,385 shares of the Company's Class A Preferred Stock, representing approximately 61% of the voting power of our outstanding shares of capital stock entitled to vote and approximately 53% of the outstanding shares of Class A Preferred Stock.
In accordance with Rule 14c-2 under the Exchange Act,the Company plans toeffectuate the Nevada Reincorporation no earlier than twenty (20) calendar days after the commencement of mailing of the Schedule 14C to the Company'sstockholders.