clro20180410_8k.htm

 

 

 

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): April 10, 2018 (April 4, 2018)

 

ClearOne, Inc.

(Exact name of registrant as specified in its charter)

 

Utah

 

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(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

 

On April 4, 2018, ClearOne, Inc. (the “Company”) received a letter from NASDAQ Stock Market stating that the Company no longer complies with NASDAQ Listing Rule 5250(c)(1) as a result of the Company’s delay in filing its Form 10-K for the fiscal year ended December 31, 2017. The letter was issued by NASDAQ under NASDAQ Listing Rule 5810(c)(2) for the Company’s failure to comply with NASDAQ Listing Rule 5250(c)(1). The Company has 60 calendar days, or until June 4, 2018, to submit to NASDAQ a plan (the “Plan”) to regain compliance with the NASDAQ Listing Rules. The Company intends to file its Annual Report with SEC as soon as possible and before the plan has to be submitted to NASDAQ to regain compliance.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits.

 

 

Exhibit

No.

 

Description

     

Exhibit 99.1

 

Press Release dated April 10, 2018 titled “ClearOne Receives NASDAQ Deficiency Notification Letter”.

 

 

The information included in this Current Report on Form 8-K (including the exhibit hereto) is being furnished under Item 3.01, “Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing” 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.,

(Registrant)

     

April 10, 2018

By:

/s/ Zeynep Hakimoglu

   

Zeynep Hakimoglu

Chief Executive Officer

(Principal Executive Officer)

 

ex_110053.htm

Exhibit 99.1

 

 

ClearOne Receives NASDAQ Deficiency Notification Letter

 

 

SALT LAKE CITY, Utah April 10, 2018 /PRNewswire/ -- ClearOne (NASDAQ: CLRO), a global provider of audio and visual communications solutions, today announced, in accordance with NASDAQ Rules and as previously disclosed on Form 8-K today, that it received a notification letter from staff of the NASDAQ Listing Qualifications Department, dated April 4, 2018, stating that ClearOne is not in compliance with NASDAQ Listing Rule 5250(c)(1), which requires timely filing of periodic reports with the Securities and Exchange Commission (SEC). The letter was issued in accordance with standard NASDAQ procedure under NASDAQ Listing Rules.

 

As previously announced, the filing of ClearOne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (the "Annual Report") was further delayed as the company and its independent auditors need additional time to complete the Annual Report and audit of the company's financial statements relating to recent changes in tax law, goodwill and intangibles impairment previously reported in the last Quarterly Report Form 10-Q and updating the capitalization of legal costs related to patent litigation, among other things. The company intends to file its Annual Report with the SEC as soon as possible and continues to work diligently to finalize its financial statements and expects the Annual Report to be filed next week.

 

ClearOne has 60 calendar days, or until June 4, 2018, to submit to NASDAQ a plan to regain compliance with the NASDAQ Listing Rules. As previously discussed, ClearOne intends to file its Annual Report with SEC as soon as possible and before the plan has to be submitted to NASDAQ to regain compliance.

 

About ClearOne

ClearOne is a global company that designs, develops and sells conferencing, collaboration, and network streaming solutions for voice and visual communications. The performance and simplicity of its advanced comprehensive solutions offer unprecedented levels of functionality, reliability and scalability. More information about the company can be found at www.clearone.com.

 

Contact:

Investor Relations

1-801-975-7200

Investor_relations@clearone.com