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): January 26, 2023 (January 24, 2023)

 

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 5.02               Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On January 26, 2023, ClearOne, Inc., a Delaware corporation (the “Company”), announced that the Company’s Board of Directors (the “Board”) had appointed Derek Graham as the Company’s Chief Executive Officer effective as of January 24, 2023.  Mr. Graham had previously been appointed Interim Chief Executive Officer on May 24, 2022.  Prior to that, Mr. Graham served as the Company’s Senior Vice President of Research & Development.  Mr. Graham, age 55, has been an employee of the Company since 2003 and has overseen the development and introduction of multiple generations of Company products and has authored patents for the Company.  There is no arrangement between Mr. Graham and any other persons in connection with Mr. Graham’s appointment as Chief Executive Officer, and Mr. Graham has no family relationship with any director or executive officer of the Company. Mr. Graham has no direct or indirect material interest in any transaction with the Company that is reportable under Item 404(a) of Regulation S-K, nor have any such transactions been proposed.

Item 7.01              Regulation FD.

In connection with Mr. Graham’s appointment as Chief Executive Officer as described under Item 5.02 above, the Company issued a press release on January 26, 2023 that is furnished herewith as Exhibit 99.1. 

Item 9.01              Financial Statements and Exhibits.

 

(d)  Exhibits

 

Exhibit Number		Exhibit Title
99.1		Press Release of ClearOne, Inc. dated January 26, 2023.
104.1		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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The information included in this Current Report on Form 8-K under Item 7.01 (including Exhibit 99.1 hereto) is being furnished under Item 7.01, “Regulation FD” and Item 9.01 “Financial Statements and Exhibits” of Form 8-K. As such, the information under Item 7.01 (including Exhibit 99.1 hereto) 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. The information disclosed under Item 7.01 of this Current Report (including Exhibit 99.2 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.
Date: January 26, 2023	By:	/s/ Narsi Narayanan
		Narsi Narayanan
		Chief Financial Officer (Principal Accounting and Principal Financial Officer)