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): May 11, 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 8.01               Other Events.

 

As previously announced, ClearOne, Inc. (the “Company”) declared a special one-time cash dividend of $1.00 per share of the Company’s common stock, payable on May 31, 2023 to shareholders of record on May 22, 2023.  On May 11, 2023, the Company issued a press release clarifying that the ex-dividend date for the special one-time cash divided was June 1, 2023. FINRA UPC (Uniform Practice Code) Rule 11140 provides that, in respect to dividends or distributions that are twenty-five percent or greater of the value of the subject security, the ex-dividend date shall be the first business day following the payable date. Accordingly, stockholder of the Company that sells shares of the Company’s common stock on or prior to the payment date of May 31, 2023 will not receive the one-time special cash dividend for the Company shares that are sold.

 

A copy of the Company’s press release is filed 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 May 11, 2023.
104.1		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.

 

	CLEARONE, INC.
Date: May 12, 2023	By:	/s/ Narsi Narayanan
		Narsi Narayanan
		Chief Financial Officer (Principal Accounting and Principal Financial Officer)